EXHIBIT 31(2)

CERTIFICATION PURSUANT TO RULE 13-14A

I,
Marc Benou, Chief Operating Officer, President and Secretary of Conolog
Corporation (the small business issuer), certify that:

| |    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | I have
  reviewed this quarterly report on Form 10-QSB/A (First Amendment) of the
  small business issuer;                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                       
| | 2. | Based on my
  knowledge, this report does not contain any untrue statement of a material
  fact or omit to state a material fact necessary to make the statements made,
  in light of the circumstances under which such statements were made, not
  misleading with respect to the period covered by this report;                                    
| |    |                                                                                                                                                                                                                                                                                                                                                       
| | 3. | Based on my
  knowledge, the financial statements, and other financial information included
  in this report, fairly present in all material respects the financial
  condition, results of operations and cash flows of the small business issuer
  as of, and for, the periods presented in this report;                                            
| |    |                                                                                                                                                                                                                                                                                                                                                       
| | 4. | The small
  business issuers other certifying officer and I are responsible for
  establishing and maintaining disclosure controls and procedures (as defined
  in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over
  financial reporting (as defined in Exchange Act Rules 13(a)-15(f) for the
  small business issuer and have:
| |    |                                                                                                                                                                                                                                                                                                                                                       
| |    | (a)                                                                                                                                                                                                                                                                                                                                                    | Designed
  such disclosure controls and procedures, or caused such disclosure controls
  and procedures to be designed under our supervision, to ensure that material
  information relating to the small business issuer, including its consolidated
  subsidiaries, is made known to us by others within those entities,
  particularly during the period in which this report is being prepared;                                 
| |    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | (b)                                                                                                                                                                                                                                                                                                                                                    | Designed
  such internal control over financial reporting, or caused such internal
  control over financial reporting to be designed under our supervision, to
  provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in
  accordance with generally accepted accounting principles;                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | (c)                                                                                                                                                                                                                                                                                                                                                    | Evaluated
  the effectiveness of the small business issuers disclosure controls and
  procedures and presented in this report our conclusions about the
  effectiveness of the disclosure controls and procedures, as of the end of the
  period covered by this report based on such evaluation; and                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | (d)                                                                                                                                                                                                                                                                                                                                                    | Disclosed in
  this report any change in the small business issuer internal financial
  reporting that occurred during the small business issuers most recent fiscal
  quarter (the small business issuers fourth fiscal quarter in the case of an
  annual report) that has materially affected, or is reasonably likely to
  materially affect, the small business issuers internal control over the
  financial reporting; and
| |    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 5. | The small
  business issuers other certifying officer and I have disclosed, based on our
  most recent evaluation of internal control over financial reporting, to the
  small business issuers auditors and the audit committee of small business
  issuers board of directors (or persons performing the equivalent function):                   
| |    |                                                                                                                                                                                                                                                                                                                                                       
| |    | (a)                                                                                                                                                                                                                                                                                                                                                    | All
  significant deficiencies and material weaknesses in the design or operation
  of internal control over financial reporting which are reasonably likely to
  adversely affect the small business issuers ability to record, process,
  summarize and report financial information; and                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | (b)                                                                                                                                                                                                                                                                                                                                                    | Any fraud,
  whether or not material, that involves management or other employees who have
  a significant role in the small business issuers internal control over
  financial reporting                                                                                                                                                                                                                                          

Date: April 3,
2006

| |                                                               
| | --------------------------------------------------------------
| | /s/ Marc
  Benou                                              
| |                                                               
| | Marc Benou 
  Chief Operating Officer, President and Secretary

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