SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED January 31, 2007

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ____________________

Commission file number 0-8174

Conolog Corporation(Exact name of registrant as specified in its charter)

|Delaware                                      |  | 22-1847286                            
|--------------------------------------------- |  | --------------------------------------
|(State or other jurisdiction of organization) |  | (I. R. S. Employer Identification No.)

5 Columbia RoadSomerville, NJ 08876(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (908) 722-8081

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such filing requirement for the past 90 days.YES      x      NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDINGFIVE YEARS.

Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13, or 15 (d) of the Securities Exchange
      Act of 1934 subsequently to the distribution of securities under a plan
      confirmed by a court. YES _______   NO _______


APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classesof common stock, as of the latest practicable date.

|                              |  | Shares Outstanding at February 28,
|----------------------------- |  | ----------------------------------
|                              |  | 2007                              
|Class                         |  | (Inclusive of Treasury Stock)     
|                             
|Common Stock, $0.01 par value |  | 3,074,894                         

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INDEX

|PART I  | FINANCIAL INFORMATION                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------
|        |                                                                                                          
|Item 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                              
|        |                                                                                                          
|        | Condensed Consolidated Balance Sheets as of January 31, 2007 (Unaudited) and July 31, 2006 (Audited)     
|        |                                                                                                          
|        | Condensed Consolidated Statements of Operations for the Three and Six months ended January 31, 2007      
|        | (Unaudited) and January 31, 2006 (Unaudited)                                                             
|        |                                                                                                          
|        | Condensed Consolidated Statements of Cash Flows for the Six months ended January 31, 2007 (Unaudited) and
|        | January 31, 2006 (Unaudited)                                                                             
|        |                                                                                                          
|        | Notes to Condensed Consolidated Financial Statements [unaudited]                                         
|        |                                                                                                          
|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF                               
|        | OPERATIONS                                                                                               
|        |                                                                                                          
|Item 3. | CONTROLS AND PROCEDURES                                                                                  
|       
|PART II | OTHER INFORMATION                                                                                        
|        |                                                                                                          
|Item 1. | LEGAL PROCEEDINGS                                                                                        
|        |                                                                                                          
|Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                              
|        |                                                                                                          
|Item 3. | DEFAULTS UPON SENIOR SECURITIES                                                                          
|        |                                                                                                          
|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                      
|        |                                                                                                          
|Item 5. | OTHER INFORMATION                                                                                        
|        |                                                                                                          
|Item 6. | EXHIBITS                                                                                                 
|       
|        | SIGNATURES AND CERTIFICATIONS                                                                            

2

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CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets

|ASSETS                                          |  |   | January 31, 2007 |   |  |   | July 31, 2006 |  
|----------------------------------------------- |  | - | ---------------- | - |  | - | ------------- | -
|                                                |  |   | (Unaudited)      |   |  |   | (Audited)     |  
|Current Assets:                                 |  |   |                  |   |  |   |               |  
|Cash and cash equivalents                       |  | $ | 1,959,792        |   |  | $ | 238,137       |  
|Certificate of Deposit                          |  |   | -                |   |  |   | 2,622,812     |  
|Accounts receivable - net of allowance          |  |   | 20,166           |   |  |   | 183,622       |  
|Prepaid expenses                                |  |   | 2,320            |   |  |   | 26,376        |  
|Accounts receivable - other                     |  |   | 12,930           |   |  |   | 4,377         |  
|Current portion of note receivable              |  |   | 14,864           |   |  |   | 14,864        |  
|Inventory                                       |  |   | 600,000          |   |  |   | 600,000       |  
|Other current assets                            |  |   | 146,364          |   |  |   | 146,364       |  
|                                               
|Total Current Assets                            |  |   | 2,756,436        |   |  |   | 3,836,552     |  
|                                               
|Property and Equipment:                         |  |   |                  |   |  |   |               |  
|Machinery and equipment                         |  |   | 1,345,976        |   |  |   | 1,341,961     |  
|Furniture and fixtures                          |  |   | 429,765          |   |  |   | 423,342       |  
|Automobiles                                     |  |   | 34,097           |   |  |   | 34,097        |  
|Computer software                               |  |   | 147,203          |   |  |   | 147,203       |  
|Leasehold improvements                          |  |   | 30,265           |   |  |   | 30,265        |  
|Total Property, Plant and Equipment             |  |   | 1,987,306        |   |  |   | 1,976,868     |  
|Less: accumulated depreciation and amortization |  |   | (1,926,694       | ) |  |   | (1,906,895    | )
|Net Property and Equipment                      |  |   | 60,612           |   |  |   | 69,973        |  
|                                               
|Other Assets:                                   |  |   |                  |   |  |   |               |  
|Inventory, net of current portion               |  |   | 750,106          |   |  |   | 1,123,681     |  
|Deferred research and development costs         |  |   | 184,278          |   |  |   | -             |  
|Deferred financing fees, net of amortization    |  |   | -                |   |  |   | 153,313       |  
|Note receivable, net of current portion         |  |   | 103,178          |   |  |   | 110,243       |  
|                                               
|Total Other Assets                              |  |   | 1,037,562        |   |  |   | 1,387,237     |  
|                                               
|TOTAL ASSETS                                    |  | $ | 3,854,610        |   |  | $ | 5,293,762     |  

The accompanying notes are an integral part of the condensed consolidated financial statements

3

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CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets [continued]

|LIABILITIES & STOCKHOLDERS'
 EQUITY                                  |  |   | January 31, 2007 |   |  |   | July 31, 2006 |  
|-------------------------------------------------------------------- |  | - | ---------------- | - |  | - | ------------- | -
|                                                                     |  |   | (Unaudited)      |   |  |   | (Audited)     |  
|Current Liabilities:                                                 |  |   |                  |   |  |   |               |  
|Accounts payable                                                     |  | $ | 90,073           |   |  | $ | 125,843       |  
|Accrued expenses                                                     |  |   | 23,380           |   |  |   | 60,910        |  
|Total
 Current Liabilities                                           |  |   | 113,453          |   |  |   | 186,753       |  
|                                                                    
|Non-Current Liabilities:                                             |  |   |                  |   |  |   |               |  
|Convertible Debenture
 - net of discount of $391,580                 |  |   |                  |   |  |   |               |  
|at July 31, 2006                                                     |  |   | -                |   |  |   | 858,420       |  
|Total
 Liabilities                                                   |  |   | 113,453          |   |  |   | 1,045,173     |  
|                                                                    
|                                                                    
|Stockholders' Equity                                                 |  |   |                  |   |  |   |               |  
|Preferred stock, par value $.50; Series A; 4% cumulative;            |  |   |                  |   |  |   |               |  
|162,000 shares authorized; 155,000 shares issued and                 |  |   |                  |   |  |   |               |  
|outstanding at January 31, 2007
 and July 31, 2006 , respectively.   |  |   | 77,500           |   |  |   | 77,500        |  
|Preferred stock, par value $.50; Series B; $.90 cumulative;          |  |   |                  |   |  |   |               |  
|2,000,000 shares authorized; 1,197 shares issued and outstanding     |  |   |                  |   |  |   |               |  
|at January 31, 2007 and July 31,
 2006 , respectively.               |  |   | 597              |   |  |   | 597           |  
|Common stock, par value $0.01; 30,000,000 shares authorized;         |  |   |                  |   |  |   |               |  
|3,074,894 and 1,244,668 shares issued and outstanding at             |  |   |                  |   |  |   |               |  
|January 31, 2007 and July 31, 2006 respectively including 220 shares |  |   |                  |   |  |   |               |  
|held in treasury.                                                    |  |   | 30,749           |   |  |   | 12,447        |  
|Contributed capital                                                  |  |   | 40,428,476       |   |  |   | 36,020,982    |  
|Accumulated (deficit)                                                |  |   | (36,572,181      | ) |  |   | (31,731,203   | )
|Treasury shares at cost                                              |  |   | (131,734         | ) |  |   | (131,734      | )
|Deferred compensation                                                |  |   | (92,250          | ) |  |   | -             |  
|                                                                    
|Total Stockholders Equity                                           |  |   | 3,741,157        |   |  |   | 4,248,589     |  
|                                                                    
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           |  | $ | 3,854,610        |   |  | $ | 5,293,762     |  

The accompanying notes are an integral part of the condensed consolidated financial statements

4

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CONOLOG CORPORATION AND SUBSIDIARIESCondensed ConsolidatedStatements of Operations(Unaudited)

|                                             |  | For the Three Months |            | For the Six Months
|-------------------------------------------- |  | -------------------- | ---------- | ------------------
|                                             |  | Ended January 31,    |            | Ended January 31, 
|                                             |  |                      | 2007       |                   
|Product revenue                              |  | $                    | 144,663    |                   
|                                            
|Cost of product revenue                      |  |                      |            |                   
|Materials and Labor used in production       |  |                      | 72,320     |                   
|Write down of obsolete inventory parts       |  |                      | 400,000    |                   
|Total Cost of product revenue                |  |                      | 472,320    |                   
|                                             |  |                      |            |                   
|Gross Profit (Loss)                          |  |                      | (327,657   | )                 
|                                            
|Selling, general and administrative expenses |  |                      | 610,501    |                   
|                                             |  |                      |            |                   
|                                             |  |                      | (938,158   | )                 
|Loss Before Other Income (Expense)           |  |                      |            |                   
|                                            
|OTHER INCOME (EXPENSE)                       |  |                      |            |                   
|Induced conversion cost                      |  |                      | (2,705,457 | )                 
|Interest income                              |  |                      | 19,280     |                   
|Amortization of deferred loan discount       |  |                      | (363,610   | )                 
|Amortization of deferred loan cost           |  |                      | (142,363   | )                 
|                                            
|Total Other Income (Expense)                 |  |                      | (3,192,150 | )                 
|                                             |  |                      |            |                   
|NET LOSS APPLICABLE TO COMMON SHARES         |  | $                    | (4,130,308 | )                 
|                                            
|NET LOSS PER COMMON SHARE                    |  | $                    | (2.00      | )                 
|                                            
|WEIGHTED AVERAGE NUMBER OF COMMON            |  |                      |            |                   
|SHARES OUTSTANDING                           |  |                      | 2,064,414  |                   

The accompanying notes are an integral part of the condensed consolidated financial statements

5

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CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Cash FlowsFor the Six Months Ended January 31, 2007 and 2006(Unaudited)

|                                                     |  |   | 2007       |   |  |   | 2006       |  
|---------------------------------------------------- |  | - | ---------- | - |  | - | ---------- | -
|CASH FLOWS FROM OPERATING ACTIVITIES                 |  |   |            |   |  |   |            |  
|Net loss                                             |  | $ | (4,840,921 | ) |  | $ | (1,352,113 | )
|Adjustments to reconcile net loss to net cash        |  |   |            |   |  |   |            |  
|(used in) continuing operations:                     |  |   |            |   |  |   |            |  
|Depreciation                                         |  |   | 20,000     |   |  |   | 24,198     |  
|Amortization of deferred compensation                |  |   | 92,250     |   |  |   | 547,750    |  
|Amortization of prepaid consulting expense           |  |   | -          |   |  |   | 31,150     |  
|Shares issued for services                           |  |   | 51,250     |   |  |   | -          |  
|Amortization of discount on debenture                |  |   | 391,580    |   |  |   | -          |  
|Write down of obsolete inventroy                     |  |   | 476,802    |   |  |   | -          |  
|Changes in assets and liabilities                    |  |   |            |   |  |   |            |  
|Decrease in accounts receivable                      |  |   | 163,456    |   |  |   | 65,506     |  
|(Increase) decrease in accounts receivable - other   |  |   | (8,553     | ) |  |   | 106,235    |  
|Decrease in prepaid expenses                         |  |   | 24,056     |   |  |   | -          |  
|(Increase) decrease in inventories                   |  |   | (103,227   | ) |  |   | (108,696   | )
|(Increase) decrease in deferred loan closings costs  |  |   | 153,313    |   |  |   | (140,025   | )
|(Increase) decrease in other current assets          |  |   | -          |   |  |   | (28,317    | )
|(Decrease) in accounts payable                       |  |   | (40,821    | ) |  |   | (7,171     | )
|(Decrease) in accrued expenses and other liabilities |  |   | (37,530    | ) |  |   | (423,643   | )
|Net cash (used in) continuing operations             |  |   | (3,658,345 | ) |  |   | (1,285,126 | )
|                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES                 |  |   |            |   |  |   |            |  
|Deferred research and development                    |  |   | (184,278   | ) |  |   | (156,060   | )
|Purchase of equipment and leasehold improvements     |  |   | (10,638    | ) |  |   | (2,000     | )
|Net cash (used in) investing activities              |  |   | (194,916   | ) |  |   | (158,060   | )
|                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES                 |  |   |            |   |  |   |            |  
|Induced conversion cost                              |  |   | 2,705,457  |   |  |   | -          |  
|Proceeds from convertible debenture                  |  |   | -          |   |  |   | 1,250,000  |  
|Proceeds from issuance of stock and warrants         |  |   | 239,584    |   |  |   | -          |  
|Proceeds from note receivable                        |  |   | 7,063      |   |  |   | -          |  
|Net cash provided by financing activities            |  |   | 2,952,104  |   |  |   | 1,250,000  |  
|                                                    
|NET (DECREASE) IN CASH AND CASH EQUIVALENTS          |  |   | (901,157   | ) |  |   | (193,186   | )
|                                                    
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD      |  |   | 2,860,949  |   |  |   | 4,471,072  |  
|                                                    
|CASH AND CASH EQUIVALENTS - END OF PERIOD            |  | $ | 1,959,792  |   |  | $ | 4,277,886  |  
|                                                    
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    |  |   |            |   |  |  
|CASH PAID DURING THE YEAR FOR:                       |  |   |            |   |  |   |            |  
|Interest expense                                     |  | $ | -          |   |  | $ | -          |  
|Income Taxes                                         |  | $ | -          |   |  | $ | -          |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:       |  |   |            |   |  |   |            |  
|Debt converted to equity                             |  | $ | 1,250,000  |   |  | $ | -          |  
|Common stock issued for services provided            |  | $ | 51,250     |   |  | $ | -          |  
|Common stock issued for deferred compensation        |  | $ | 184,500    |   |  | $ | -          |  
|Warrants attributed to debenture                     |  | $ | -          |   |  | $ | 35,190     |  

6

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Note 1  Unaudited Financial Statements

These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-KSB for the year ended July 31,
2006. Since certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the instructions to Form 10-QSB of
Regulation S-B as promulgated by the Securities and Exchange Commission, these condensed consolidated financial statements specifically refer to the footnotes to the condensed consolidated financial statements of the Company as of July 31, 2006. In
the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments and disclosures necessary for a fair statement of the financial position and results of operations and cash flows of the Company
for the interim periods presented. Such adjustments consisted only of those of a normal recurring nature. Results of operations for the six months ended January 31, 2007 should not necessarily be taken as indicative of the results of operations that
may be expected for the fiscal year ending July 31, 2007.

Note 2  Reverse 1-for-6 common stock split and exercise of Warrants

All prior period common stock and applicable share and per share amounts have been retroactively adjusted to reflect the 1-for-6 reverse split of the Companys Common Stock.

At a Special Meeting of the shareholders held on August 2, 2006 a proposal to amend the Certificate of Incorporation to give effect to a one-for-six reverse stock split of the common stock of the Company was approved by the
stockholders. The reverse split was effected on August 4, 2006.

Pursuant to a Subscription Agreement dated January 19, 2006, the Company sold and issued to three Subscribers Convertible Notes having an aggregate principal balance of $ 1,250,000 which as a result of the reverse split
are convertible into 166,667 (the Note Shares) post split shares of (post 1-for-6 stock reverse split) common stock at a post split conversion price of $7.50, and warrants to purchase 166,668 shares of (post 1-for-6 stock reverse
split) common stock at a post split exercise price of $5.7474 per share (the Conversion Price). Pursuant to an agreement dated as of September 28, 2006, between the Company and the selling shareholders who were parties to the January
19, 2006 Subscription Agreement (the Subscribers), the Company reduced the warrant exercise price of warrants held by the Subscribers to $1.25 so long as such warrants were exercised by October 31, 2006, after which time the warrant
exercise price would revert to $5.7474, subject to adjustment as provided in the warrants. Pursuant to an agreement between the Company and First Montauk Securities Corp. (the placement agent in the private placement with the selling
shareholders who were parties to the January 19, 2006 Subscription Agreement) the Company reduced the exercise price of warrants issued to First Montauk Securities Corp. and/or its transferees to $1.25. As of January 31, 2007 all of the
Subscribers and some of the First Montauk Securities Corp. warrants, amounting to 191,667 warrants were exercised at a conversion price of $1.25 per share. The Company received a Gross amount of $239,584 for these warrants.

As permitted by the January 19, 2006 Subscription Agreement, on November 30th, the Company reduced the Conversion Price to $1.10 per share.
Any shares in excess of the Notes Shares will not be registered under the Securities Act of 1933, as amended, and, therefore, may not be offered for sale, pledged or hypothecated in the absence of an effective registration statement or an opinion of
counsel reasonably satisfactory to the Company that such registration is not required.

Note 3  Conversion of debt

In connection with this conversion, the amortization of deferred loan costs of $174,147 and the amortization of deferred loan discount of $363,610 were fully written off.

Note 4  Subsequent Events

On March 12, 2007 a private placement of an aggregate of $2,825,000, principal amount, of Convertible Debentures was placed with 8 investors. The Convertible Debentures, Subject to stockholder approval as required by
any applicable Nasdaq rules, the Convertible Debentures are convertible into an aggregate of 1,412,500 shares of the common stock of the Company.

The Conversion Price of the Convertible Debentures is $2.00 per share. The investors have also received warrants to purchase an aggregate of 1,412,500 shares of the Companys common stock at an exercise price of
$2.88 per share, exercisable beginning at any time on the sooner of September 8, 2007 or the date the Companys stockholders approves the

7

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issuance of the Companys common stock issuable on conversion of the Convertible Debentures (if such approval is required by the applicable rules of the Nasadq) through the fifth anniversary of the issuance. In
addition, the selling agent (including certain of its employees and affiliates) was granted a warrant to acquire 282,500 shares of the Companys common stock. The Company received net proceeds of $2,487,500.

ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2007

Product revenues for the three months ended January 31, 2007 totaled $144,663 representing a net increase of 118% or $78,388 from the $66,275 reported for the same three-month
period last year. Product revenue for the six months ended January 31, 2007 totaled $272,324, a net increase of 7% from the revenue reported for the same six-month period last year. The Companys Iniven division was able to begin to
accelerate deliveries during the second quarter of fiscal 2007, due to the completion of field-testing by the Companys utility customers.

Product Cost (Material and Direct Labor) for the six months ended January 31, 2007 totaled $137,808 or 51% of revenue. The Company attributes this decrease of $2,981 over the same six-
month period last year to the continued outsourcing of assembly boards and the introduction of new assembly standards under ISO-9000, which have made the assembly process more cost efficient.

For the quarter ended January 31, 2007 the Company, in accordance with its inventory management policy, expensed $ 400,000 of cost relating to inventory parts which had become obsolete or
which were not used in the manufacturing process in the prior three years. For the six months ended January 31, 2007 an aggregate of $476,802 has been expensed.

Gross profit (loss) for products for the three months ended January 31, 2007 amounted to ($327,657) and ($342,286) for the six-month period ended January 31, 2007. These Gross (loss)
amounts include an inventory write down expense of $476,802 for obsolete and slow moving inventory parts referred to above.

Selling, general and administrative expenses decreased by $94,090 for the three months ended January 31, 2007 as compared to the three months ended January 31, 2006. For the six months
these expenses have decreased by $236,917 over the same six-month period last year. The Company attributes this decrease to the capitalization of research and development costs attributed to new products that are scheduled to enter production
during the third quarter.

Other expenses for the six-month period included a non-cash expense related to the induced conversion benefit of $2,705,457; a non-cash interest expense related to conversion of debt for
$363,610 and the amortization of fees related to the conversion of debt for $142,363.

As a result of the foregoing, the Company reported a net loss from operations of ($4,130,308) or ($2.00) per share compared to a loss of ($662,102) or ($0.54) per
share for the three months ended January 31, 2007 and 2006, respectively.

As a result of the foregoing, the Company reported a net loss from operations of ($4,840,921) or ($2.54) per share compared to a loss of ($1,352,113) or ($1.09) per
share for the six months ended January 31, 2007 and 2006, respectively.

LIQUIDITY AND FINANCIAL CONDITION

Inventories from the Companys product segment decreased from $1,723,681 at July 31, 2006 to $1,350,106 for the six months ended January 31, 2007, an decrease of $373,575,
which is primarily attributed to the Companys inventory management policy, to write down costs relating to inventory parts which had become obsolete or which were not used in the manufacturing process in the prior three years and the purchases
of new parts for new product lines.

Accounts Receivable-trade decreased to $20,166 for the six months ended January 31, 2007 from $183,622 as of July 31, 2006. The decrease is attributed to fewer sales orders shipped
during the last month of the quarter.

The Company expects to meet its cash requirements for the next 12 months through existing cash balances.

8

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STATEMENT REGARDING PRESENT OPERATIONS

There were no material changes in the nature of the operations of the Registrant during the six months ended January 31, 2007. Detailed information is contained in the Registrants annual
report on Form 10-KSB for the fiscal year ended July 31, 2006.

FORWARD LOOKING STATEMENTS

This quarterly report contains certain forward-looking statements within the meaning of Section 27A of The Securities Act of 1933, as amended and section 21E of The Securities Act
of 1934, as amended. Such Statements are subject to certain risks and uncertainties, including, among other things, significant variations in recognizing revenue due to customer-caused delays, and intense competition from more well known companies,
that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as
of the date made.  The Company wishes to advise readers that the factors listed above, among other factors, could affect the Companys financial performance and could cause the Companys actual results for future periods to differ
materially from any opinions or statements expressed with respect to future periods in any current statements.  The Company does not undertake, and specifically declines any obligations, to publicly release the results of any revisions, which may be
made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of unanticipated events.

ITEM 3  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, the Company carried out an evaluation, under the supervision and with the participation of the Companys management,
including the Companys principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined under Rule 13a-15 (e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Companys principal executive officer and principal financial officer concluded that the Companys disclosure controls and
procedures are effective for gathering, analyzing and disclosing the information we are required to disclose under the Securities and Exchange Act of 1934.

(b) Changes in internal controls

There have been no significant changes in the Companys internal controls or, to its knowledge, in other factors that could significantly affect internal controls subsequent to the date
the Company carried out its evaluation.

PART II - OTHER INFORMATION

1. Legal Proceedings  None

2. Unregistered Sales of Equity Securities and Use of Proceeds 

As of January 31, 2007, the aggregate
      principal balance of the Convertible Debenture Notes ($1,250,000) were
      converted to 166,667 shares of registered common stock (the Note Shares)
      and 969,697 shares of common stock (Excess) which were not registered under
      the Securities Act of 1933.


3. Defaults upon Senior Securities - None

4. Submission of Matters to a Vote of Security Holders - None

5. Other Information  None

6 .         Exhibits

Exhibit Number      Description31           Certification
    of Chief Executive Officer and Chief Financial Officer pursuant to Section
    302 of the Sarbanes Oxley Act 
    32Certification
    of Chief Executive Officer and Chief Financial Officer pursuant to Section
    906 of the Sarbanes Oxley Act.


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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrants caused this report to be signed on its behalf by the undersigned, thereunto and duly authorized

|                     |  | CONOLOG CORPORATION                              
|-------------------- |  | -------------------------------------------------
|                    
|                    
|Date: March 15, 2007 |  | By /s/ Robert S. Benou                           
|                     |  | Chairman,
 Chief Executive Officer,              
|                     |  | Chief
 Financial Officer and Treasurer           
|                    
|                    
|Date: March 15, 2007 |  | By /s/ Marc R. Benou                             
|                     |  | Chief
 Operating Officer, President and Secretary

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