SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED January 31, 2009

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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 reports), and (2) has been subject to such
filing requirements for the past 90 days. YesxNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated filero Accelerated filero Non-accelerated filero Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yeso Nox

The number of shares of common stock outstanding as of March 13, 2009 was 1,318,743.

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INDEX

|PART I   | FINANCIAL INFORMATION                                                                                        |   
|-------- | ------------------------------------------------------------------------------------------------------------ | --
|         |                                                                                                              |   
|Item 1.  | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                                  | 3 
|         |                                                                                                              |   
|         | Condensed Consolidated Balance Sheets as of January 31, 2009 (Unaudited) and July 31, 2008 (Audited)         | 3 
|         |                                                                                                              |   
|         | Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2009 and 2008 | 5 
|         | (Unaudited)                                                                                                  |   
|         |                                                                                                              |   
|         | Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2009 and 2008           | 6 
|         | (Unaudited)                                                                                                  |   
|         |                                                                                                              |   
|         | Notes to Condensed Consolidated Financial Statements (Unaudited)                                             | 7 
|         |                                                                                                              |   
|Item 2.  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF                                   |   
|         | OPERATIONS AND FINANCIAL CONDITION                                                                           | 8 
|         |                                                                                                              |   
|Item 3   | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   | 9 
|         |                                                                                                              |   
|Item 4T. | CONTROLS AND PROCEDURES                                                                                      | 9 
|        
|PART II  | OTHER INFORMATION                                                                                            |   
|         |                                                                                                              |   
|Item 1.  | LEGAL PROCEEDINGS                                                                                            | 10
|         |                                                                                                              |   
|Item 2.  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                  | 10
|         |                                                                                                              |   
|Item 3.  | DEFAULTS UPON SENIOR SECURITIES                                                                              | 10
|         |                                                                                                              |   
|Item 4.  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          | 10
|         |                                                                                                              |   
|Item 5.  | OTHER INFORMATION                                                                                            | 10
|         |                                                                                                              |   
|Item 6.  | EXHIBITS                                                                                                     | 10
|        
|         | SIGNATURES AND CERTIFICATIONS                                                                                | 10

2

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CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets

|ASSETS                                       |  |   | January 31, 2009 |   |  |   | July 31, 2008 |  
|-------------------------------------------- |  | - | ---------------- | - |  | - | ------------- | -
|                                             |  |   | (Unaudited)      |   |  |   | (Audited)     |  
|Current Assets:                              |  |   |                  |   |  |   |               |  
|Cash and cash equivalents                    |  | $ | 728,668          |   |  | $ | 680,647       |  
|Certificate of deposit                       |  |   | -                |   |  |   | 600,182       |  
|Accounts receivable, net of allowance        |  |   | 298,261          |   |  |   | 360,846       |  
|Prepaid expenses                             |  |   | 374,835          |   |  |   | 26,477        |  
|Current portion of note receivable           |  |   | 14,864           |   |  |   | 14,864        |  
|Inventory                                    |  |   | 1,087,055        |   |  |   | 850,507       |  
|Other current assets                         |  |   | 551,937          |   |  |   | 568,529       |  
|                                            
|Total Current Assets                         |  |   | 3,055,620        |   |  |   | 3,102,052     |  
|                                            
|Property and equipment:                      |  |   |                  |   |  |   |               |  
|Machinery and equipment                      |  |   | 1,357,053        |   |  |   | 1,357,053     |  
|Furniture and fixtures                       |  |   | 429,765          |   |  |   | 429,765       |  
|Automobiles                                  |  |   | 34,097           |   |  |   | 34,097        |  
|Computer software                            |  |   | 209,380          |   |  |   | 209,380       |  
|Leasehold improvements                       |  |   | 30,265           |   |  |   | 30,265        |  
|Total property and equipment                 |  |   | 2,060,560        |   |  |   | 2,060,560     |  
|Less: accumulated depreciation               |  |   | (1,955,725       | ) |  |   | (1,951,725    | )
|Net Property and Equipment                   |  |   | 104,835          |   |  |   | 108,835       |  
|                                            
|Other Assets:                                |  |   |                  |   |  |   |               |  
|Deferred financing fees, net of amortization |  |   | 59,006           |   |  |   | 295,030       |  
|Note receivable, net of current portion      |  |   | 73,062           |   |  |   | 80,495        |  
|                                            
|Total Other Assets                           |  |   | 132,068          |   |  |   | 375,525       |  
|                                            
|TOTAL ASSETS                                 |  | $ | 3,292,523        |   |  | $ | 3,586,412     |  

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 AND STOCKHOLDERS' EQUITY                               |   | January 31, 2009 |   |  |   | July 31, 2008 |  
|------------------------------------------------------------------ | - | ---------------- | - |  | - | ------------- | -
|                                                                   |   | (Unaudited)      |   |  |   | (Audited)     |  
|Current Liabilities:                                               |   |                  |   |  |   |               |  
|Accounts payable                                                   | $ | 188,304          |   |  | $ | 165,601       |  
|Accrued expenses                                                   |   | -                |   |  |   | 61,957        |  
|Current convertible debenture, net of discount                     |   | 575,485          |   |  |   | 824,853       |  
|Total Current Liabilities                                          |   | 763,789          |   |  |   | 1,052,411     |  
|                                                                  
|                                                                  
|                                                                  
|Total Liabilities                                                  |   | 763,789          |   |  |   | 1,052,411     |  
|                                                                  
|                                                                  
|Stockholders' Equity                                               |   |                  |   |  |   |               |  
|Preferred stock, par value $.50; Series A; 4% cumulative;          |   |                  |   |  |   |               |  
|500,000 shares authorized; 155,000 shares issued and               |   |                  |   |  |   |               |  
|outstanding at January 31, 2009 and July 31, 2008 , 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, 2009 and July 31, 2008 , respectively.              |   | 597              |   |  |   | 597           |  
|Common stock, par value $0.01; 30,000,000 shares authorized;       |   |                  |   |  |   |               |  
|2,882,215 and 2,787,469 shares issued and outstanding at           |   |                  |   |  |   |               |  
|January 31, 2009 and July 31, 2008 respectively including 9 shares |   |                  |   |  |   |               |  
|held in treasury.                                                  |   | 28,823           |   |  |   | 27,875        |  
|Contributed capital                                                |   | 50,039,403       |   |  |   | 50,003,695    |  
|Accumulated deficit                                                |   | (47,485,855      | ) |  |   | (46,819,932   | )
|Treasury shares at cost                                            |   | (131,734         | ) |  |   | (131,734      | )
|Deferred compensation                                              |   | -                |   |  |   | (604,110      | )
|Prepaid consulting                                                 |   | -                |   |  |   | (19,890       | )
|                                                                  
|Total Stockholders Equity                                         |   | 2,528,734        |   |  |   | 2,534,001     |  
|                                                                  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         | $ | 3,292,523        |   |  | $ | 3,586,412     |  

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

4

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CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Operations(Unaudited)

|                                             |   | For the Three Months |   |  |   | For the Six Months |  
|-------------------------------------------- | - | -------------------- | - |  | - | ------------------ | -
|                                             |   | Ended January 31,    |   |  |   | Ended January 31,  |  
|                                             |   | 2009                 |   |  |   | 2008               |  
|OPERATING REVENUES                           |   |                      |   |  |   |                    |  
|Product revenue                              | $ | 488,959              |   |  | $ | 338,174            |  
|Cost of product revenue                      |   |                      |   |  |   |                    |  
|Materials and Labor used in production       |   | 130,331              |   |  |   | 93,453             |  
|Write down of obsolete inventory parts       |   | -                    |   |  |   | -                  |  
|Total Cost of product revenue                |   | 130,331              |   |  |   | 93,453             |  
|Gross Profit
 from Operations                |   | 358,628              |   |  |   | 244,721            |  
|                                            
|Selling, general and administrative expenses |   | 614,129              |   |  |   | 1,316,604          |  
|                                            
|Loss Before Other Income (Expenses)          |   | (255,501             | ) |  |   | (1,071,883         | )
|OTHER INCOME (EXPENSES)                      |   |                      |   |  |   |                    |  
|Interest expense                             |   | (14,140              | ) |  |   | (11,313            | )
|Interest income                              |   | 2,483                |   |  |   | 32,293             |  
|Other income                                 |   | 355,267              |   |  |   | -                  |  
|Induced conversion cost                      |   | (25,406              | ) |  |   | -                  |  
|Write off of discount on converted debt      |   | -                    |   |  |   | -                  |  
|Amortization of deferred loan discount       |   | (50,762              | ) |  |   | (141,016           | )
|Amortization of deferred loan cost           |   | (118,012             | ) |  |   | (126,185           | )
|Total Other Income (Expense)                 |   | 149,430              |   |  |   | (246,221           | )
|Loss before provision for income taxes       |   | (106,071             | ) |  |   | (1,318,104         | )
|Provision for income taxes                   |   | -                    |   |  |   | -                  |  
|NET LOSS APPLICABLE TO COMMON SHARES         | $ | (106,071             | ) |  | $ | (1,318,104         | )
|                                            
|NET LOSS PER BASIC AND DILUTED COMMON SHARE  | $ | (0.03                | ) |  | $ | (0.92              | )
|                                            
|WEIGHTED AVERAGE NUMBER OF COMMON            |   |                      |   |  |   |                    |  
|SHARES OUTSTANDING                           |   | 3,127,079            |   |  |   | 1,427,076          | *

*Represents retroactive application of 1:4 reverse
    stock split.

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, 2009 and 2008(Unaudited)

|                                                          |  |   | 2009     |   |  |   | 2008       |  
|--------------------------------------------------------- |  | - | -------- | - |  | - | ---------- | -
|CASH FLOWS FROM OPERATING ACTIVITIES                      |  |   |          |   |  |   |            |  
|Net loss                                                  |  | $ | (665,924 | ) |  | $ | (4,177,068 | )
|Adjustments to reconcile net loss to net cash             |  |   |          |   |  |   |            |  
|used in operations:                                       |  |   |          |   |  |   |            |  
|Depreciation                                              |  |   | 4,000    |   |  |   | 12,000     |  
|Amortization of deferred compensation                     |  |   | 42,510   |   |  |   | 659,700    |  
|Amortization of prepaid consulting expense                |  |   | -        |   |  |   | 60,300     |  
|Write off of discount on converted debt                   |  |   | -        |   |  |   | 705,088    |  
|Induced conversion cost                                   |  |   | 205,911  |   |  |   | 944,362    |  
|Amortization of deferred loan discount                    |  |   | 101,524  |   |  |   | 349,939    |  
|Write down of obsolete inventory                          |  |   | -        |   |  |   | 100,000    |  
|Changes in assets and liabilities                         |  |   |          |   |  |   |            |  
|Decrease (increase) in accounts receivable                |  |   | 62,585   |   |  |   | (78,662    | )
|Decrease in accounts receivable - other                   |  |   | 16,592   |   |  |   | -          |  
|(Increase) in prepaid expenses                            |  |   | (348,358 | ) |  |   | (63,598    | )
|(Increase) in inventories                                 |  |   | (236,548 | ) |  |   | (82,236    | )
|Deferred loan closings costs                              |  |   | 236,024  |   |  |   | 252,370    |  
|Increase ( decrease) in accounts payable                  |  |   | 22,703   |   |  |   | (12,605    | )
|Decrease in accrued expenses and other liabilities        |  |   | (615     | ) |  |   | (6,853     | )
|Net cash used in operations                               |  |   | (559,596 | ) |  |   | (1,337,263 | )
|CASH FLOWS FROM INVESTING ACTIVITIES                      |  |   |          |   |  |   |            |  
|Purchase of certificates of deposit                       |  |   | -        |   |  |   | (2,210,696 | )
|Redemption of certificates of deposit                     |  |   | 600,182  |   |  |   | 2,037,330  |  
|Net cash provided by (used in) investing
 activities      |  |   | 600,182  |   |  |   | (173,366   | )
|CASH FLOWS FROM FINANCING ACTIVITIES                      |  |   |          |   |  |   |            |  
|Proceeds from issuance of stock and warrants              |  |   | -        |   |  |   | 1,334,200  |  
|Proceeds from note receivable                             |  |   | 7,433    |   |  |   | 7,432      |  
|Net cash provided by financing activities                 |  |   | 7,433    |   |  |   | 1,341,632  |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      |  |   | 48,021   |   |  |   | (168,997   | )
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD           |  |   | 680,647  |   |  |   | 687,011    |  
|CASH AND CASH EQUIVALENTS - END OF PERIOD                 |  | $ | 728,668  |   |  | $ | 518,014    |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:         |  |   |          |   |  |   |            |  
|CASH PAID DURING THE PERIOD FOR:                          |  |   |          |   |  |   |            |  
|Interest expense                                          |  | $ | 7,931    |   |  | $ | 11,351     |  
|Income Taxes                                              |  | $ | -        |   |  | $ | -          |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:            |  |   |          |   |  |   |            |  
|Debt converted to equity                                  |  | $ | 350,892  |   |  | $ | 1,246,171  |  
|Common stock (cancelled) for services to be provided      |  | $ | (19,890  | ) |  |   |            |  
|Common stock (cancelled) issued for deferred compensation |  | $ | (561,210 | ) |  | $ | 1,319,400  |  
|Common stock issued for accrued interest                  |  | $ | 61,342   |   |  | $ | -          |  

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

6

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CONOLOG CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JANUARY 31, 2009(Unaudited)

Note 1  Unaudited Financial Statements

The condensed unaudited interim consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed
consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Companys annual statements and notes. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the July 31, 2008 audited consolidated financial statements and the accompanying notes
thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that
will be accomplished by the Company later in the year.

These condensed unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows
for the period presented. Results of operations for the six months ended January 31, 2009 should not necessarily be taken as indicative of the results of operations that may be expected for the fiscal year ending July 31, 2009.

Note 2  Conversion of Debt

On March 12, 2007 a private placement of an aggregate of $2,825,000 of Convertible Debentures was placed with eight investors. The Convertible Debentures, subject to stockholder approval as required by any applicable
Nasdaq rules, 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 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 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 Nasdaq) 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.

On September 7, 2007, the Companys Board of Directors voted unanimously to adjust the original conversion price of their outstanding debentures from $2.00 to $1.40 resulting in the reduction in Notes payable
of $ 1,246,171.

On December 26, 2007, the Companys Board of Directors voted unanimously to further adjust the original conversion price of their outstanding debentures from $1.40 to $1.05. There has been no reduction in Notes
payable at this $1.05 conversion price.

On June 12, 2008, the Companys Board of Directors voted unanimously to adjust the original conversion price of their outstanding debenture from $4.20 (post reversal) to $1.20 resulting in the reduction in
Notes payable of $627,071.

On September 8, 2008, The Company has reduced the exercise
price of the warrants issued in connection with the Subscription Agreement, dated
March 12, 2007 (the Subscription Agreement), from $1.20 per share
 to $0.50 per share. As a result of the reduction of the warrant exercise
 price, pursuant to Section 12 (b) of the Subscription Agreement, the conversion
 price of the Convertible Notes issued in connection with the Subscription Agreement
 is now
$0.50 per share. Any shares in excess of the shares that already have been
registered for sale on conversion of the Notes 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 suchregistration
is not required.

7

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As a result of the above reductions in exercise and conversion prices, for the six months ended January 31, 2009 investors have converted $342,042 of debt for 684,084 common stock shares. The Company has recognized an
Induced Conversion cost related to these conversions of $205,911 for the six months ended January 31, 2009 compared to a $944,362 Induced Conversion cost for the same six month period last year.Note 3 - Nasdaq Notification

On August 26, 2008 Conolog received a Nasdaq Staff Deficiency Letter stating that, as the bid price of the Companys common stock has closed below the minimum $1.00 per share requirement for continued listing on
the Nasdaq Capital Market set forth in Marketplace Rule 4310( c)(4), in accordance with Marketplace Rule 4310( c) (8)(D), the Company will be provided 180 calendar days , or until February 23, 2009, to regain compliance. If at any time before
February 23, 2009, the bid price of the Companys stock closes at $1.00 per share or more for a minimum of 10 consecutive business days Nasdaq will provide written notification that the Company complies with the rule.

On October 16, 2008, NASDAQ implemented a temporary suspension of the Marketplace Rule 4310(c ) (4) regarding the minimum closing bid price of $1.00. This temporary suspension will allow Conolog until May 24, 2009 to
regain compliance.

Note 4  Major Customers

The Companys revenues from three customers accounted for $643,473 or 68% of total revenues in the six months ended January 31, 2009. Total amounts due from these customers at January 31, 2009 were $255,107 or
86% of total accounts receivable. These three customers accounted for 10% or more of total revenues, which is the definition of a major customer.

Note 5  Subsequent Events

On February 25, 2009 the Company held its Annual Meeting of Shareholders. The shareholders approved a proposal to effect a reverse stock split of the Companys common stock at a ratio not less than two-for-one and not
greater than six-for-one, with the exact ratio to be set within such range in the discretion of the Board of Directors. On February 26, 2009 by unanimous written consent of the Board of Directors, the Board declared a one (1) for five (5) reverse
split effective upon the filing of the Certificate of Amendment with the Secretary of State of Delaware.

On March 16, 2009 the Company received a NASDAQ Staff Notification that its common stock had maintained a minimum bid price of $1.00 per share or greater for at least 10 consecutive business day and accordingly had
regained compliance with Marketplace Rule 4301 ( c) (4).

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

FOR THE THREE AND SIX MONTHS ENDED January 31, 2009

Product revenues for the six months ended January 31, 2009 totaled $945,640 representing an increase of 81% from the $522,727 reported for the same six month period last year. Product
revenues for the three months ended January 31, 2009 totaled $488,959, representing an increase of 45% from $338,174 for the same three month period last year. The Company attributes this to increased order releases from
utilities.

Product Cost (Material and Direct Labor) for the three months ended January 31, 2009 and 2008 totaled $130,331 and $93,453. Product Cost (Material and Direct Labor) for the six months
ended January 31, 2009 and January 31, 2008 totaled $234,363 (25% of Product revenues) and $196,602 (38% of Product revenues [excluding $100,000 inventory write down]) respectively. This reflects a net reduction of 13 % in Product Cost.
The Company attributes this improvement to Product Costs to the standardizing of costs to build our new PDR-2000 systems; the outsourcing of assemblies and continued use of assembly standards under ISO-9000.

Gross Profit for the six months ended January 31, 2009 and January 31, 2008 amounted to $711,277 or 75% and $226,125 or 43% respectively, the increase is a direct result of the increase
in sales deliveries as of January 31, 2009.

Selling, general and administrative expenses for the six months ended January 31, 2009 amounted to $1,133,547, a reduction of $1,055,443 from the same period last year. Selling, general
and administrative expenses for the three months ended January 31, 2009 amounted to $614,129, a reduction of $702,475 for the same period last year..

Non-cash non-operating expenses for the six-month period totaled $543,459 and included expenses related to the induced conversion cost of $205,911; $101,524 for amortization of
deferred debenture discount and $236,024 for amortization of deferred debenture costs.

8

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As a result of the foregoing, the Company reported a net loss from operations of ($665,924) or ($.21) per share compared to a loss of ($4,177,068) or ($3.36) per share for the
six months ended January 31, 2009 and 2008, respectively.

LIQUIDITY AND FINANCIAL CONDITION

Inventories from the Companys product segment increased from $850,507 at July 31, 2008 to $1,087,055 for the six months ended January 31, 2009, an increase of $236,548. This
additional inventory is required to satisfy the Companys current backlog of over $300,000 in purchase orders and expected orders for the remainder of the 3ndquarter of fiscal year 2009 of $400,000.

Accounts Receivable-trade decreased to $298,261 for the six months ended January 31, 2009 from $360,846 as of July 31, 2008.

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

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, 2009. Detailed information is contained in the Registrants annual
report on Form 10-K for the fiscal year ended July 31, 2008.

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 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4T  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.



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PART II - OTHER
      INFORMATIONItem 1. Legal Proceedings

Meyers Associates, L.P. v. Conolog Corporation, Supreme Court of the State of New York, County of New York

Index No. 600824/07.

On March 13, 2007, Meyers Associates, L.P. commenced an action against Conolog Corporation, asserting that: (1) Conolog breached a purported contract it had with Meyers pursuant to which it claims Meyers was to act as lead
underwriter in connection with a Regulation D securities offering for Conolog, and (2) Conolog misappropriated a purported confidential list of potential investors. Conolog denies the allegations in the complaint and intends to vigorously defend
against Meyerss claims. On January 10, 2008 the Court heard arguments on Conologs motion to dismiss, or, in the Alternative, for Summary Judgment. On March 5, 2008 the Court granted Conologs motion for summary judgment and on April
1, 2008 a Court conference was held to determine the remaining portion of the complaint in the amount of under $5,000. The complainant did not appear for this conference.

Allen Wolfson v. Conolog Corporation, United States District Court for the Southern District of New York, Case Number 08-cv-3790.

On April 22, 2008, Allen Wolfson filed an action against Conolog Corporation, asserting that there was a breach of contract in connection with four consulting contracts allegedly entered into with plaintiff and
entities controlled by plaintiff. On June 10, 2008, the company filed a motion to dismiss Plaintiffs complaint on the grounds that the Court lacks personal jurisdiction over the Company or, in the alternative, for Plaintiffs
failure to state a claim upon which relief can be granted. The motion to dismiss was fully briefed and submitted to the Court on June 26, 2008. On February 25, 2009 the United States District Court for the Southern District of New York dismissed
Wolfsons claim.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds: During the quarter ended January 31, 2009, three Note Holders exercised conversion rights to convert $58,680 principal and interest to 117,359
unregistered shares of common stock.

Item 3. Defaults upon Senior Securities  None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5. Other Information  NoneITEM 6 .           Exhibits

Exhibit Number    Description31.1 Certification of Chief Executive Officer
    pursuant to Section 302 of the Sarbanes Oxley Act31.2 Certification of Chief Financial
      Officer pursuant to Section 302 of the Sarbanes Oxley Act32Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes Oxley Act.


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 23, 2009 |  | By /s/ Robert S. Benou               
|                     |  | Robert S. Benou                      
|                     |  | Chairman, Chief Executive Officer,   
|                     |  | Chief Financial Officer and Treasurer

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