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                                                                   EXHIBIT 31(2)


CERTIFICATION PURSUANT TO RULE 13-14A


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

     1.   I have reviewed this quarterly report on Form 10-QSB of the small
          business issuer;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the small business issuer as of, and for, the periods
          presented in quarterly report;

     4.   The small business issuer's other certifying officer and I are
          responsible for establishing and maintaining disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)
          and internal control over financial reporting ( as defined in Exchange
          Act Rules 13(a)-15(f) for the small business issuer and have:

          (a)  Designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               small business issuer, including its consolidated subsidiaries,
               is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;

          (b)  Designed such internal control over financial reporting, or
               caused such internal control over financial reporting to be
               designed under our supervision, to provide reasonable assurance
               regarding the reliability of financial reporting and the
               preparation of financial statements for external purposes in
               accordance with generally accepted accounting principles;

          (c)  Evaluated the effectiveness of the small business issuer's
               disclosure controls and procedures and presented in this report
               our conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered by
               this report based on such evaluation; and

          (d)  Disclosed in this report any change in the small business issuer
               internal financial reporting that occurred during the small
               business issuer's most recent fiscal quarter (the small business
               issuer's fourth fiscal quarter in the case of an annual report)
               that has materially affected, or is reasonably likely to
               materially affect, the small business issuer's internal control
               over the financial reporting; and

5.   The small business issuer's other certifying officer and I have disclosed,
     based on our most recent evaluation of internal control over financial
     reporting, to the small business issuer's auditors and the audit committee
     of small business issuer's board of directors (or persons performing the
     equivalent function):

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the small business issuer's
          ability to record, process, summarize and report financial
          information; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting

Date:  June 2, 2005
                                                /s/ Marc Benou
                                                ---------------------------
                                                Marc Benou
                                                Chief Operating Officer,
                                                President and Secretary


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