Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED January 31, 1999
	
( ) 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			52-0853566
(State or other jurisdiction of	(I. R. S. Employer
      organization)                  Identification No.)
    

	5 Columbia Road, Somerville, 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 PROCEEDING FIVE 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 
classes of common stock, as of the latest practicable date.

Common Stock, par value $1.00 per share; 4,257,773 shares outstanding 
as of March 8, 1999 (inclusive of Treasury Stock).

      







                                      Conolog Corporation
							BALANCE SHEETS
					  January 31, 1999   July 31, 1998

ASSETS					(Unaudited)	     (Audited)

Current Assets:

	Cash					$    969,185    $1,108,581
	Accounts Receivable, less 
        allowances of $6,000 	           338,151	  44,477 
	Inventories				   3,331,752     3,210,268
	Other Current Assets			43,776	  36,347
						------------    ----------
	   Total Current Assets		$  4,682,864    $4,399,673

	Property, Plant and Equipment	      94,932	 409,988
	less accumulated depreciation 
      of $1,581,003 and $1,944,822 
      respectively

	Goodwill				     148,018	       0
      Other Assets			       8,545	   9,803
						------------   -----------
		Total Assets	      $  4,934,359    $4,819,464
						============   ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

	Accounts Payable			      35,232	  60,845
	Accrued Payroll				85,815	  30,950
	Other Accrued Expenses		      64,419	 115,337
	         				------------    ----------
	   Total Current Liabilities	$    185,466    $  207,132
						------------    ----------



















                                         CONOLOG CORPORATION
                                            BALANCE SHEETS

					     January 31, 1999    July 31, 1998		

Stockholders' Equity
   Preferred Stock, par value $.50; 
   Series A; 4% cumulative; 162,000 
   shares authorized;155,000 shares 
   issued and outstanding	           77,500		    77,500

   Preferred Stock, par value $.50; 
   Series B; $.90 cumulative; 50,000 
   shares authorized issued and 
   outstanding 1,197 shares	              597	             597

   Common Stock; par value $1.00; 
   20,000,000 shares authorized; 
   issued 4,257,773 shares, including 
   8,776 shares held in Treasury	  4,257,773	       3,724,773

   Contributed Capital	              9,478,743	       9,643,215

   Retained Earnings (Deficit)	 (8,933,986)	(8,702,019)

   Treasury Shares at Cost	         (131,734)        (131,734)
						------------	-----------
	 Total Stockholders' Equity 	$ 4,748,893	     $ 4,612,332

	 Total Liabilities and
	   Stockholders' Equity		$ 4,934,359	     $ 4,819,464
                                     ===========      ===========




SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




















                           CONOLOG CORPORATION
                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)

		         FOR THE THREE MONTHS ENDED      FOR THE SIX MONTHS ENDED
   					JANUARY 31,				JANUARY 31, 
    	                    1999	   1998		  1999	   1998
REVENUES     		$589,328	$240,290		$ 908,677	$353,617

COSTS OF GOODS SOLD	 594,284	  51,169		  876,432	 164,696
				---------	---------		----------	---------
GROSS MARGIN		  (4,956)	 189,121		   32,245	 188,921

SELLING, GENERAL AND 
   ADMINISTRATIVE
     EXPENSES	 	 503,742	 200,009		  672,905	 358,516
				---------	---------		----------	---------
OPERATING INCOME
  /(LOSS)			(508,698)	 (10,888)		 (640,660)	(169,595)

OTHER INCOME-GAIN ON 
    SALE OF BLDG.		       0		 0		  413,789          0

INTEREST EXPENSE		       0	   9,097		        0     22,447
				---------	---------		----------	---------
INCOME/(LOSS) BEFORE
     TAXES			(508,698)	 (19,985)		 (226,871)   (192,042)

PROVISION FOR TAXES	   1,640	   1,119		    2,960	   2,260
				---------	---------		----------	---------
NET INCOME/(LOSS)	     $(510,338)	$(21,104)		$(229,831)  $(194,302)
				=========  ==========		==========	=========

EARNINGS/(LOSS) PER SHARE  $(.12)	   $ .00		    $(.05)	   $(.06)
				=========	=========		==========	=========






SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS















                           CONOLOG CORPORATION
                         STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
								  FOR THE SIX MONTHS
						   	  	   ENDED JANUARY 31,
                                                  1999          1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)				        $ (229,831)	$(194,302)
Adjustments to Net Income to Reconcile to
 Net Cash Provided by Operating Activities:
   Depreciation and amortization		      14,907	   28,576
   Gain on Sale of Building			    (413,789)             0
   (Increase)/Decrease in Accounts Receivable (293,674)	   (7,028)
   (Increase)/Decrease in Inventories	    (121,484)      (287,938)
   (Increase)/Decrease in Other Current Assets
   					  	            (6,171)	   (7,940)
   (Increase)/Decrease in Deferred Offering 
     Costs					                 0        113,813
   Increase/(Decrease) in Accounts Payable     (25,613)      (115,159)
   Increase/(Decrease) in Accrued Expenses
   	and other liabilities		             3,947	  (85,755)
							    ---------	 ---------
   Net Cash Provided/(Used) in Operating
	     Activities				  (1,071,708)      (555,733)
							  -----------	 ---------	
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of Equipment			      (7,286)	  (26,824)
   Sale of Property & Plant			     720,060	        0
   Purchase of Assets of Atlas Design	    (146,900)		  0
							  -----------	 ---------
   Net Cash Provided/(Used) in Investing
	Activities					     565,874	  (26,824)

CASH FLOWS FROM FINANCING ACTIVITIES:

	Change in Capital Lease Obligations            0	   (3,802)
	Issuance of Common Stock		     533,000	        0
	Contributed Capital			    (164,472)     2,014,660
	Dividends					      (2,090)        (2,090)
							  -----------	---------
	Net Cash Provided/(Used) by Financing 
		Activities				     366,438	1,615,533
							   ----------     ---------
NET INCREASE/(DECREASE) IN CASH		   $(139,396)    $1,032,976

CASH AT BEGINNING OF YEAR		    	   1,108,581	  503,217
							  ----------     -----------
CASH AT END OF PERIOD				    $969,185     $1,536,193
							  ==========     ===========

Supplemental Disclosures of Cash Flow Information:
     Cash paid during the period for:
	Interest					 $        0	     $   22,447
	Income Taxes				      2,960		    2,260


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


CONOLOG CORPORATION

NOTES TO INTERIM FINANCIAL STATEMENTS

NOTE 1 - Computation of Earnings Per Share:
		For the Six Months Ended
							      January 31,
							   1999	  1998
Weighted Average Number of Shares
     Outstanding:					4,257,773	2,892,577

COMMON STOCK			
     Reserve for Conversion:
          Series A Preferred Stock* 155,000
          Series B Preferred Stock (1 to 20
      	conversion factor)			  0	        0
          Common Stock Equivalents 
          (Warrants)**	   		      5,135,750	5,135,750
							---------	---------
Total							9,393,523	8,028,327

Gain/(Loss) Per Share:
          Total Gain/(Loss)			$(229,831)	$(194,302)
          Pro-rata Dividends on Preferred 
          Stock Series A & B		          2,090	    2,090
							----------	----------
          Net Gain/(Loss) available for 
          Common Stock			      $(231,921)	$(196,392)
							----------	----------
Average Number of Shares of Common Stock	4,257,773	2,892,577
							==========	==========
Primary Gain/(Loss) Per Share			   $ (.05)	   $ (.06)
							==========	==========

*Each share of Series A Preferred Stock may be exchanged for one share 
of Common Stock upon surrender of the Preferred Stock and payment of 
$1200 per share.  In view of the large difference between the current 
market value of the stock and the conversion rate, these shares have 
not been added to the total common shares used in computing the net 
earnings per share.

**Each Warrant may be exchanged for one share of Common Stock at an 
exercise price of $6.00 per share.  In view of the large difference 
between the current market value of the stock and the exercise price, 
these shares have not been added to the total common shares used in 
computing net earnings per share.

Fully diluted earnings per share, assuming conversion of Series A and 
Series B Preferred Stock, has not been reflected, as the effect would 
be either anti-dilutive or not material.






NOTE 2 - Sale/Leaseback of Building

In September 1998, the Company completed a sale/leaseback of its 
manufacturing facility.  This enabled the Company to significantly 
reduce operating costs and increases the working capital.  This 
resulted in $717,000 net proceeds to the Company.  The transaction 
also provided for a three-year rent-free lease to the Company of 
approximately 38% of the total space.

NOTE 3 - Purchase of Atlas Design

In September 1998, the Company completed the acquisition of the assets 
of Atlas Design, Inc. for $145,000 in cash.  Atlas Design provides short 
and long term qualified engineering and technical staff to the country's 
leading companies as well as human resource consulting.  Atlas Design's 
integration with the Company will provide a pool of project engineering 
leaders and software designers in support of the Company's longer term 
contracts including the GE PTR-1500 series.

Both the sale of the building and the acquisition of Atlas Design, Inc.
is in line with the Company's expansion plan through acquisitions, mergers
and GE software support.


NOTE 4 - Taxes

At January 31, 1999 the Company has a net operating loss carry forward 
of approximately $4,710,000 for tax purposes which is available to 
offset future Federal taxable income.  For Federal purposes, $253,276 
of the carry forward expires in 2008, $1,232,010 expires in 2009,  
$957,538 expires in 2010, $550,752 expires in 2012 and $1,716,424 in 
2013.  For state purposes the carry forward is approximately $3,863,000; 
$706,241 expires in 2001, $897,997 expires in 2002, $542,540 in 2004 and 
$1,716,222 in 2005.  Also, at January 31, 1999 the Company has unused tax 
credits of approximately $103,300 of which $12,100 expires in 2000, $26,300
in 2001 and $64,900 in 2002.

The above net operating loss created a deferred tax asset that has been 
fully reserved.  The amount is approximately $2,000,000.

At January 31, 1999 no deferred income taxes have been provided for per 
SFAS No. 109 - Accounting for Income Taxes since management estimated 
that temporary differences due to operating losses and tax credit carry 
forwards will not be absorbed by future taxable income.












RECENT DEVELOPMENTS

     On December 22, 1998, the Company entered into an Option Agreement 
with CLOG Corporation.  Under the Option Agreement the Company granted 
CLOG an option to purchase the Company's convertible debentures having 
an aggregate amount of up to $2,000,000.

     Each convertible debenture will carry interest at a rate of 8% per 
annum and become due 12 months from the date of such note.  At maturity, 
the Company has the option to pay each Debenture, together with all accrued 
interest thereon, or by issuing shares of a new Series C Preferred Stock 
(the "Series C Preferred") having a value of $5.00 per share for purposes 
of such repayment.

     Holders of shares of Series C Preferred Stock shall have the right to 
convert their shares of Series C Preferred Stock into shares of the Common 
Stock of the Corporation at the rate of one share of common stock for each 
share of Series C Preferred.

     The Series C Preferred will be non-voting and carry cumulative dividends 
of 8% per annum and would be payable by the issuance of shares of Common 
Stock valued at $5.00 per share up to a maximum of 2,000,000 shares.  The 
Series C Preferred will be convertible into common stock at the rate of one 
share of common stock for each share of Series C Preferred and a liquidating 
preference of $5.00 per share.

     The Company will use its best efforts to file a registration statement 
with the Securities and Exchange Commission (the "Commission") covering the 
2,857,143 shares of common stock into which the Convertible Debentures are 
convertible.  The Company will use its best efforts to have such registration 
statement declared effective as soon as possible after the filing thereof, 
and to keep such registration statement current and effective for a period of 
one year or until such earlier date as all of the Conversion Shares 
registered pursuant to such registration statement shall have been sold or 
otherwise transferred.

Potential Acquisition

     In February 1999, the Company began negotiations to acquire another 
placement services business for a total purchase price of $1,625,000, of 
which $700,000 is payable at the closing and the balance is payable over 
2 1/2 years.  The transaction is subject to a number of conditions, 
including completion of due diligence review and the execution of a 
definitive agreement, which have not yet been satisfied.

Shares of Stock issued to Employees and Consultants

In November 1998, the Company issued 468,000 shares as a bonus to its 
officers and key employees, of which $81,125 is included in cost of sales 
and $240,625 in selling, general and administrative expenses.   

In December 1998, the Company issued 65,000 shares to various consultants 
for the performance of various services in the amount of $44,688, which 
was expensed to selling, general and administrative.

The Company has registered such shares with the SEC.


Amendment to Employment Agreement 

During the quarter, an amendment was made to the Employment Agreement 
between the Company and Robert Benou dated June 1, 1997.  The Company 
will pay Mr. Benou a bonus equal to the amount he would have received 
had his salary been $190,000 as of June 1, 1998 and will increase 
annually as provided in the original Employment Agreement.

Potential Litigation

In December 1998, the Company was named in two related litigations 
pending, one in the United States District Court for the Southern 
District of New York and the other in Superior Court of New Jersey.
The first of the pending litigations was commenced in 1993.  The 
litigations relate to a dispute concerning real property acquired 
in 1984.  While the property is near real property formerly owned 
by Conolog, Conolog was not a party to that transaction.  The claim 
made against Conolog alleges that Conolog contributed to environmental 
contamination of the property acquired in 1984.  The litigation is 
in its early stages, insofar as Conolog is concerned.  However, 
the Company believes that it has no liability and intends to vigorously 
defend itself.


ITEM 2 - Management's Discussion and Analysis of Financial Condition 
         and Results of Operations

A summary of income, costs and expenses for the current quarter and 
corresponding quarter of the previous year follows:

				    For the three months	For the six months 
					Ended January 31,		  Ended January 31,

                            1999		1998           1999	  1998
    
Revenues		       $  589,328    $  240,290	$908,677   $353,617
Costs and Expenses	 (1,099,666)     (261,394)  (1,552,297)  (547,919)
Other Income		          0             0      413,789          0
			       ----------	    ---------    ---------    -------
Net Income/(Loss) 
   after Taxes, before	 $ (510,338)   $ ( 21,104)  $(229,831)  $(194,302)	
    extraordinary item	 ===========   ===========  ==========  ==========
















QUARTER ENDED JANUARY 31, 1999

Revenues for the quarter ended January 31, 1999 totaled $589,328, 
representing an increase of 245% or $349,038 from $240,290 reported 
for the same quarter a year ago.  Revenues increased largely due to 
the inclusion of Atlas Design, a human resource company the assets
of which were purchased in September 1998.

Gross margin for the quarter totaled $(4,956) representing 0% of revenues
as compared to $189,121 or  78% of revenues for the quarter ended January 
31, 1998.  The decrease in gross margin is mostly due to less costs being 
capitalized towards the PTR1500 project and $81,125 of stock bonus to 
certain employees.

Selling, general and administrative expenses increased from $200,009 to 
$503,742 for the quarter, representing an increase of $303,733 as compared to 
1998.  This increase is attributable to the addition of a Director of 
Acquisitions and Mergers in March 1998, as well as increased consulting fees 
attributable to the purchase of Atlas Design.  Also, $240,625 of stock 
bonuses were issued to certain employees during the quarter.
  
Interest expense decreased from $9,097 to $0 for the quarter ended January 
31, 1999 over the same period of 1998 due to the repayment of debts of the 
Company.
 
As a result of the foregoing, the Company reported a net loss of $510,338, or 
$(.12) per share for the quarter compared to a net loss of $(21,104) or $0.00 
per share.

SIX MONTHS ENDED JANUARY 31, 1999

Revenues for the six months ended January 31, 1999 totaled $908,677, 
representing an increase of 256% or $555,060 from $353,617 reported 
for the same period a year ago.  Revenues increased largely due to the 
inclusion of Atlas Design, a human resource company, the assets of which
were purchased in September 1998.

Gross margin for the six months totaled $32,245 representing 3% of 
revenues as compared to $188,921 or  53% of revenues for the six 
months ended January 31, 1998.  The decrease in gross margin is mostly 
due to less costs being capitalized towards the PTR1500 project and 
the issuance of stock to certain employees.

Selling, general and administrative expenses increased from $358,516 
to $672,905 for the six months, representing an increase of $314,389 
as compared to 1998.  This increase in attributable to compensation 
that was paid to certain consultants in connection with the acquisition 
of Atlas Design and stock bonuses paid to employees and consultants.

Interest expense decreased from $22,447 to $0 for the six months ended 
January 31, 1999 over the same period of 1998 due to the repayment of 
debts of the Company.

The sale of the building contributed a net gain of $413,789 as other income.
 
As a result of the foregoing, the Company reported a net loss of $229,831, or 
$(.05) per share for the six months compared to a net loss of $194,302 or 
$(.06) per share.

LIQUIDITY AND FINANCIAL CONDITION

Inventories increased $121,484 from July 31, 1998 attributable to the 
PTR-1500 Series product.

Accounts Receivable increased $293,674 to $338,151 reflecting higher sales 
for the period.

Working Capital at January 31, 1999 was $4,497,398 compared to $4,192,541 
at July 31, 1998.  This is primarily attributed to the sale of the 
Company's building.

The Company plans to use the additional funds from the sale of the 
building to complete the PTR1500 for the General Electric Co., to 
improve its financial condition and prepare for an anticipated 
increase in business in fiscal 1999.  The Company anticipates 
additional backlog releases from the Bonneville Power Administration 
and the US Government as well as other key customers.  This should 
generate additional sales and resulting cash flow to support an 
expanded operating level in fiscal 1999 versus fiscal 1998.  

The Company also plans to use the funds for future expansion through 
mergers and acquisitions.

The Company presently meets its cash requirements through existing cash 
balances and cash generated from operations.

MANAGEMENT REPRESENTATION

The information furnished reflects all adjustments which management 
considers necessary for a fair statement of the results of the period.

As of January 31, 1999 the Registrant's backlog of orders stands at 
$1.4 million, a mix of military and commercial telecommunication products.
The Company anticipates its commercial shipments to grow as a percentage 
of total sales for the foreseeable future.

In February 1999, the Company completed tests of its first production 
units for non-GE frequencies. The successful completion of the Company's 
PTR1500 tone protection testing, for the standard frequencies, permits 
the Company to introduce the first production units to US and Canadian 
West Coast utilities ahead of schedule.  The Company plans to introduce 
the PTR1500 to other utilities across the US and Canada.

STATEMENT REGARDING PRESENT OPERATIONS

There was no material change in the nature of the operations of Registrant 
during the three months ended January 31, 1999 from the information contained 
in the Registrant's annual report of Form 10-K for the fiscal year ended July 
31, 1998.



FORWARD LOOKING STATEMENTS

     The foregoing contains certain forward-looking statements. Due to the 
uncertainties associated with doing business with governmental entities and 
the release of backlog orders and competition in a business characterized by 
rapid technologic changes and advances, actual results may differ materially 
from any such forward looking statements.


                     Part II - Other Information
                        CONOLOG CORPORATION

1.  Legal Proceedings - See Recent Developments

2.  Changes in Securities - See Management Discussion 

3.  Defaults upon Senior Securities - None

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

5.  Other Materially Important Events - See Management's
         Discussion

6.  No reports or Exhibits on Form 8-K have been filed during the
         quarter.

































				SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form 10-Q and has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Somerville, State of New Jersey, on this 12th 
day of March, 1999.

						CONOLOG CORPORATION

						By /s/ Robert S. Benou
							
							  Robert S Benou
							 President and Chief
							  Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this 10-Q has been signed below by the following persons in the capacities
and on the dates indicated.


Date:  March 12, 1999			/s/ Robert S. Benou
							
							Robert S. Benou
							   President,
							Chief Executive Officer
							  and Director

Date:  March 12, 1999			/s/ Arpad J. Havasy

							  Arpad J. Havasy
							Executive Vice President,
							Secretary, Treasurer and
								Director

Date:  March 12, 1999			/s/ Marc R. Benou

							  Marc R. Benou
							Vice President, Assistant
							Secretary and Director

Date:  March 12, 1999			/s/ Louis S. Massad
						
							  Louis S. Massad
								Director

Date:  March 12, 1999			/s/ Edward J. Rielly
   			
							  Edward J. Rielly
								  Director
1

13