Form 10-QSB
                       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 APRIL 30, 2004

(_)   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.


                   CLASS                      SHARES OUTSTANDING AT JUNE 18,
                                            2004 (INCLUSIVE OF TREASURY STOCK)

       Common Stock, $.001 par value                     2,100,313


                                                                               1
<PAGE>


                                      INDEX


PART I            FINANCIAL INFORMATION

Item 1.           CONSOLIDATED FINANCIAL STATEMENTS

                  Condensed Consolidated Balance Sheets April 30, 2004
                  (Unaudited)

                  Condensed  Consolidated  Statement of Operations for the Three
                  and  Nine  months   ended   April  30,   2004   (Unaudited)and
                  2003(Unaudited)

                  Condensed  Consolidated  Statements of Cash Flows for the Nine
                  months ended April 30, 2004 (Unaudited)and 2003 (Unaudited)

                  Notes to Condensed Consolidated Financial Statements

                  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.           CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASE
                  OF SECURITIES

Item 3.           DEFAULTS UPON SENIOR SECURITIEIS

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Item 5.           OTHER INFORMATION

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K


SIGNATURES AND CERTIFICATIONS

                                                                               2

<PAGE>

                      Conolog Corporation and Subsidiaries
                      Condensed Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                        April 30,
                                                                          2004
                                                                      (unaudited)
                                                                    -----------------
                              ASSETS

Current assets:
<S>                                                                  <C>
Cash and cash equivalents                                            $     1,233,335
Accounts receivable, net of allowance for
doubtful accounts of $1,000                                                  118,452
Other receivables                                                            108,115
Note receivable                                                              147,182
Inventory                                                                    494,408
Other current assets                                                           9,530
                                                                    -----------------

Total current assets                                                       2,111,022
                                                                    -----------------

Property, Plant and Equipment:

Machinery and equipment                                                    1,328,898
Furniture and fixtures                                                       409,459
Computer software                                                            147,203
Leasehold improvement                                                         30,265
                                                                       --------------
                                                                           1,915,825

Less:  accumulated depreciation and amortization                           1,802,190
                                                                       --------------

                                                                             113,635

Inventory                                                                  1,438,907
                                                                    -----------------

                                                                     $     3,663,564
                                                                    =================

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Current portion of long-term debt                                    $       150,000
Accounts payable                                                             125,358
Accrued expenses                                                              22,721
Accrued legal fees                                                            86,355
Accrued payroll                                                               11,853
Loan from officer                                                             77,429
                                                                    -----------------

Total current liabilities                                                    473,716
                                                                    -----------------

Long-term debt, net of current maturities                                  1,050,000

Stockholders' equity:

Preferred stock,  $.50 par value,  Series A; 4% cummulative;
162,000  shares   authorized;   155,000  shares issued  and
outstanding                                                                   77,500

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

Common stock, $.001 par value,  20,000,000 shares  authorized;
issued 1,299,913 shares, including 220 shares held in treasury                12,999

Contributed Capital                                                       21,729,632
Retained (Deficit)                                                       (19,532,033)
Treasury Shares at Cost                                                     (131,734)
Deferred Compensation                                                              -
Prepaid Consultant                                                           (17,113)
                                                                    -----------------

Total stockholders' equity                                                 2,139,848
                                                                    -----------------

Total liabilities and stockholders' equity                           $     3,663,564
                                                                    =================
</TABLE>

          See notes to the condensed consolidated financial statements.

                                                                               3

<PAGE>

                               Conolog Corporation
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             For the Three Months Ended         For the Nine Months Ended
                                                                     April 30,                          April 30,

                                                               2004              2003            2004             2003
                                                            -----------      -----------      -----------      -----------
<S>                                                         <C>              <C>              <C>              <C>
Service revenue                                             $        --      $        --      $        --      $        --
Product revenue                                                 400,203          178,958          913,426          573,581
                                                            -----------      -----------      -----------      -----------

Total Revenue                                                   400,203          178,958          913,426          573,581
                                                            -----------      -----------      -----------      -----------

Costs of service revenue                                             --               --               --               --
Costs of product revenue                                        339,421           93,597          551,419          234,052
                                                            -----------      -----------      -----------      -----------

Total Cost of Revenues                                          339,421           93,597          551,419          234,052
                                                            -----------      -----------      -----------      -----------

Gross Profit                                                     60,782           85,361          362,007          339,529
                                                            -----------      -----------      -----------      -----------

Selling, general and administrative                             531,236          966,624        1,071,556        1,497,439
                                                            -----------      -----------      -----------      -----------

Loss from Operations                                           (470,454)        (881,263)        (709,549)      (1,157,910)
                                                            -----------      -----------      -----------      -----------

Other Income (Expense)
 Interest income                                                  4,913              129            4,916              667
 Interest expense                                               (10,447)          (2,436)              --           (7,311)
 Other income                                                    16,087               --           16,087               --
                                                            -----------      -----------      -----------      -----------

Total Other Income (Expense)                                     10,553           (2,307)          21,003           (6,644)
                                                            -----------      -----------      -----------      -----------

Loss from Continuing Operations Before Income Taxes            (459,901)        (883,570)        (688,546)      (1,164,554)

 (Benefit from) Income Taxes                                         --               --          (13,000)        (259,000)
                                                            -----------      -----------      -----------      -----------

Loss from Continuing Operations                                (459,901)        (883,570)        (675,546)        (905,554)
                                                            -----------      -----------      -----------      -----------

Discontinued Operations:
 Income from Discontinued Operations,
   net of income taxes                                           28,791           58,813          111,466          298,404
 Gain (loss) from Disposal of Discontinued
   Operations, net of income taxes                              (69,993)              --          (69,993)          24,446
                                                            -----------      -----------      -----------      -----------

Net Income (loss)                                           $  (501,103)     $  (824,757)     $  (634,073)     $  (582,704)
                                                            ===========      ===========      ===========      ===========

Earnings (loss) Per Share from Continuing Operatins         $     (0.39)     $     (0.66)     $     (0.49)     $     (0.76)
                                                            ===========      ===========      ===========      ===========

Earnings (loss) Per Share from Discsontinued Operations     $        --      $        --      $        --      $      0.02
                                                            ===========      ===========      ===========      ===========

Average Number of Shares of Common Stock Outstanding          1,300,533        1,250,630        1,300,533          788,453
                                                            ===========      ===========      ===========      ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                                                               4
<PAGE>

                               Conolog Corporation
                 Statements Of Condensed Consolidated Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the Nine Months Ended
                                                                April 30,

                                                         2004                2003
                                                  -----------------  -----------------
Cash Flows From Operating Activities:
<S>                                                <C>                <C>
   Net Cash Used in Operating Activities           $      (156,481)   $      (279,586)
                                                  -----------------  -----------------

Cash Flows From Investing Activities:
   Net Cash Provided by Investing Activities                     -            254,072
                                                  -----------------  -----------------

Cash Flows From Financing Activities:
   Net Cash Provided by
   Financing Activities                                  1,200,000                  -
                                                  -----------------  -----------------

Net Decrease In Cash and Equivalents               $     1,043,519    $       (25,514)

Cash and Equivalents at Beginning of Period                189,816            316,499
                                                  -----------------  -----------------

Cash and Equivalents at End of Period              $     1,233,335    $       290,985
                                                  =================  =================
</TABLE>

            See notes to condensed consolidated financial statements.

                                                                               5
<PAGE>

CONOLOG CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - UNAUDITED FINANCIAL STATEMENTS

These 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, 2003. Since certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to the instructions to
Form 10-QSB of Regulation  S-X as  promulgated  by the  Securities  and Exchange
Commission,  these consolidated  financial statements  specifically refer to the
footnotes to the consolidated financial statements of the Company as of July 31,
2003.  In the  opinion  of  management,  these  unaudited  interim  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  period  presented.  Such  adjustments
consisted only of those of a normal  recurring  nature.  . Results of operations
for the nine months  ended April 30,  2004  should not  necessarily  be taken as
indicative of the results of operations that may be expected for the fiscal year
ending July 31, 2004.

Discontinued Operations

During the quarter  ended April 30,  2004,  the Company  sold its' Atlas  Design
subsidiary.  The  decision  to sell the  component  was  based on the  intensely
competitive and highly fragmented nature of the placement services business. The
subsidiary  was sold to the  Company's  vice-president  of  operations  of Atlas
Design.  The Company received $34,000 of proceeds.  and recorded a loss from the
disposal of $69,993.

Note Payable

On April  26,  2004,  the  Company  sold a  Secured  Convertible  Term  Note for
$1,200,000.  The note bears  interest equal to the prime rate.  Minimum  monthly
principal payments in the amount of $50,000 together with any accrued and unpaid
interest shall begin on May 1, 2005 and continue monthly through April 26, 2007.
The  holder of the note has the sole  option to  determine  whether  to elect to
accept payment of the monthly  principal in cash or in shares of common stock of
the  Company.  If the holder  elects to receive  the  monthly  payment in common
stock,  the number of shares to be issued by the Company  shall be determined by
dividing the monthly  principal  amount by applicable  fixed conversion price of
$1.06. The Company has also signed a Common Stock Purchase Warrant with the note
holder to purchase up to 270,000  common  shares of the  Company.  The  exercise
price of the  warrants is as follows:  90,000  common  shares at $1.325,  90,000
common shares at $1.59 and 90,000 shares at $1.855. The warrants are exercisable
through April 26, 2011. The warrants will not be issued to the note holder until
the  agreement  is approved by the  shareholders  of the Company and the note is
paid in full or fully converted into common stock of the Company.


                                                                               6
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONTITION AND RESULTS
OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                             For the Three Months Ended        For the Nine Months Ended
                                                                      April 30,                         April 30,

                                                               2004             2003             2004             2003
                                                            -----------      -----------      -----------      -----------
<S>                                                         <C>              <C>              <C>              <C>
Product Revenues                                            $   400,203      $   178,958      $   913,426      $   573,581
Costs of revenues and expenses                                  870,657        1,060,221        1,622,975        1,731,491
                                                            -----------      -----------      -----------      -----------

Net Loss from Continuing Operations Before Income Taxes        (470,454)        (881,263)        (709,549)      (1,157,910)
                                                            -----------      -----------      -----------      -----------

 (Benefit from) Income Taxes                                         --               --          (13,000)        (259,000)

Other income (expense)                                           10,553           (2,307)          21,003           (6,644)
                                                                                                                 28,791.00

Profit (Loss) from Discontinued Operations                       28,791           58,813          111,466          298,404

Gain from Disposal of Discontinued Operations                   (69,993)              --          (69,993)          24,446
                                                            -----------      -----------      -----------      -----------

Net (loss)                                                  $  (501,103)     $  (824,757)     $  (634,073)     $  (582,704)
                                                            ===========      ===========      ===========      ===========
</TABLE>


QUARTER ENDED APRIL 30, 2004

      Product  revenues  for the  three  months  ended  April 30,  2004  totaled
$400,203 representing an increase of 223% or $221,245 from $178,958 reported for
the three months last year. Product revenues for the nine months ended April 30,
2004 totaled $913,426 an increase of 159% or $339,845 from $573,581 reported for
the nine months ended April 30,  2003.  The Company  attributed  the increase in
revenue to an increase in the Company's utility sales.

      Product  Cost  increased  for the three  months  ended  April 30,  2004 to
$339,421  as  compared to $93,597  for the three  months  ended April 30,  2003.
Product Cost  increased as a result of the increase in sales for the  comparable
period.  Product  Costs  increased  for the nine months  ended April 30, 2004 to
$551,419  as compared to  $234,052  for the nine  months  ended April 30,  2003,
representing  an  increase  of $317,967  or 235%.  The  Company  attributed  the
increase in product costs during the nine months to increased utility sales.

      Gross  profit for  products  for the three  months  ended  April 30,  2004
totaled  $60,782  representing  15% of revenues as compared to $85,361 or 48% of
revenues for the three  months  ended April 30, 2003.  Gross profit for products
for the nine months ended April 30, 2004 totaled  $362,007  representing  40% of
revenues as compared  to $339,529 or 59% of revenues  for the nine months  ended
April 30, 2003.

      Selling,  general and administrative  expenses decreased from $966,624 for
the three  months  ended April 30, 2003 to $531,236  for the three  months ended
April 30,  2004,  which  represents  a decrease  of 181% or  $435,388.  Selling,
general and  administrative  expenses  for the nine months  ended April  30,2004
decreased  to  $1,071,556  from  $1,497,439  for the nine months ended April 30,
2003, which represents a decrease of 40% or $425,883. The Company attributes the
decrease in Selling,  General and  Administrative  expense  over the  nine-month
period to a decrease relating to stock issued for consulting services during the
nine months ended April 30, 2003.

      As a  result  of  the  foregoing,  the  Company  reported  a net  loss  of
$(501,103) or $(0.39) per share  compared to $(824,757) or $(0.66) per share for
the three months ended April 30, 2004 and 2003, respectively. For the comparable
nine-month periods ended April 30, 2004 and 2003, the Company reported losses of
$(634,073) or $(0.49) per share compared to $(582,704) or $(0.76) per share.


                                                                               7
<PAGE>


LIQUIDITY AND FINANCIAL CONDITION

      Inventories from the Company's  product segment  decreased from $1,949,128
from the year ended July 31, 2003 to $1,933,315  for the quarter ended April 30,
2004,  a decrease  of  $15,813.  The  Company  continues  to turn over  existing
inventory in lieu of purchasing additional inventory, however, with the increase
in utility demands purchases have been made.

      Accounts  Receivable  increased  to $118,452  from  $88,778 as of July 31,
2003,  as a result of increase  in the  Company's  product  segment for the nine
months ended April 30, 2004.  The increase is attributed  to an increased  sales
within the Company's utility division.

      In March 2004 the Company  ceased  operating  its staffing  business.  The
assets of the Company's wholly-owned subsidiary,  Nologoc, Inc. trading as Atlas
Design,  were sold to the subsidiary's  Vice President.  In consideration of the
sale, the Company received $34,000 in cash. Income from discontinued  operations
for the nine months ended April 30, 2004 were $111,466  compared to $298,404 for
the nine months April 30, 2003 representing a decrease of $186,938. The decrease
was  attributed to the increased  competitive  nature of the placement  services
business.  The Company  recognized a loss of $69,993 as a result of the disposal
of the assets of the subsidiary.

      On April 27, 2004 the Company issued a secured convertible  debenture (the
"Debenture")  due on April 26, 2007 with a principal amount of $1,200,000 and an
interest rate of 4% per annum.  The proceeds of the Debenture  were used to fund
the Company's current operations and also to pay off its current line of credit.
The  Debentures  are  convertible  into cash or shares of  capital  stock of the
Company.

      Conolog began  shipment of the PDR200 during the third quarter of 2004 and
anticipates additional option modules to be released in the near future that are
currently being tested.

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

STATEMENT REGARDING PRESENT OPERATIONS

      There were no  material  changes in the  nature of the  operations  of the
Registrant  during the three  months  nine  months  ended April 30, 2004 for the
information  contained in the Registrant's  annual report on Form 10-KSB for the
fiscal year ended July 31, 2003.

FORWARD LOOKING STATEMENTS

      This quarterly report contains certain "forward-looking statements" within
the meaning of 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 fro 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


                                                                               8
<PAGE>


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.


                                                                               9
<PAGE>


Part II - Other Information

            CONOLOG CORPORATION

1.    Legal Proceedings - None

2.    Changes in Securities - On April 26, 2004,  the Company sold a convertible
      debenture  having a face amount of  $1,200,000.  The Company  received net
      proceeds of $1,128,000.  The secured convertible note was sold in reliance
      on the  exemption  provided  by 4(2) of the  Securities  Act of  1933,  as
      amended, as a transaction not involving a public offering.

3.    Defaults upon Senior Securities - None

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

5.    Other Information - None

6.    Exhibits and Reports on Form 8-K (a) Exhibits on Form 8-K

         Number   Description
         -------  -----------

         4.1      Securities Purchase Agreement dated as of April 26, 2004.*

         4.2      Registration Rights Agreement dated as of April 26, 2004.*

         4.3      Form of 4% Secured Convertible Term Note Dated as of April 26,
                  2004.*

         4.4      Form of Common Stock Purchase Warrant dated as of April 26,
                  2004.*

         4.5      Security Agreement.*

         4.6      Subsidiary Security Agreement*

         4.7      Stock Pledge Agreement dated April 26, 2004.*

         4.8      Subsidiary Guarantee dated April 26, 2004.*

         4.9      Funds Escrow Agreement.*

         4.10     Opinion of Milberg Weiss Bershad Hynes & Lerach LLP*

         31(1)    Rule 13(a)-14(a)/15d-14(a) Certification of Chairman, Chief
                  Executive Officer and Chief Financial Officer.

         31(2)    Rule 13(a)-14(a)/15d-14(a) Certification by President, Chief
                  Operating Officer and Secretary.

         32(1)    Section 1350 Certification.

         *Incorporated by reference to the 8-K filed with the Securities and
         Exchange Commission on June 10, 2004..

      (b) Reports on Form 8-K

      1.    On March 25,  2004,  the Company  filed an 8-K and an Amended 8-K to
            report an Item 12 Event  announcing  its  financial  results for the
            quarter ended January 31, 2004.

      2.    On April  30,  2004,  the  Company  filed an 8-K to report an Item 5
            Event  announcing that it had completed the placement of a 1,200,000
            secured convertible note with Laurus Master Fund Ltd.


                                   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: June 21, 2004                   By /s/ Robert S. Benou
                                         Chairman, Chief Executive Officer
                                         and Chief Financial Officer


Date: June 21, 2004                   By /s/ Marc R. Benou
                                         President, COO, Secretary and Director



                                                                              10