SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB/A
AMENDED

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

FOR THE QUARTERLY PERIOD ENDED JANUARY 31,
2006

o 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                                               |  | 22-1847286                              
|                                                       |  |                                         
|(State
  or other jurisdiction of organization)        |  | (I.
  R. S. Employer 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 o

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 x   NO
  o

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.

|                              |  |                                     
|----------------------------- |  | ------------------------------------
|                              |  | Shares Outstanding at March  1, 2006
|Class                         |  | (Inclusive of Treasury Stock)       
|                              |  |                                     
|                              |  |                                     
|Common Stock, $.001 par value |  | 7,422,847                           

1

---

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A amends Conologs  quarterly report on Form 10-QSB for the
quarter ended January 31, 2006, which was originally filed with SEC on March
16, 22006. The purpose of this Amendment No. 1 is to revise the way the Company
valued warrants to purchase 1,200,000 shares of its common stock which were
issued in connection with the sale of convertible debentures in a private
placement in order to comply with Accounting principles Board # 14.  As a result of the revaluation of the
warrants, the loss the Company previously reported in its 10-QSB for the
quarter ended January 31, 2006 is reduced by $140,025 or $.02 per share.  Except as otherwise expressly stated, this
Amendment No. 1 does not reflect any events occurring after the filing of the
original Form 10-QSB filing.  This
Amendment No.1 continues to speak as of the date of the original Form 10-QSB
filing, except that Conolog has included as exhibits updated certifications
from the Companys chief executive officer and principal accounting
officer.  This Amendment No. 1 should be
read in conjunction with the Companys filings made with the SEC subsequent to
the date of the original Form 10-QSB filing, including any amendments to those
filings.

INDEX

PART I
  
  FINANCIAL INFORMATIONItem 1.
  
  CONSOLIDATED FINANCIAL STATEMENTSCondensed Consolidated Balance Sheets as of January 31, 2006
  (Unaudited) and July 31, 2005 (Audited)Condensed Consolidated Statements of Operations for the Six months
  and Three months ended January 31, 2006 (Unaudited) and January 31, 2005
  (Unaudited)Condensed Consolidated Statements of Cash Flow for the Six months
  ended January 31, 2006 (Unaudited) and January 31, 2005 (Unaudited)Notes to Condensed Consolidated Financial StatementsItem 2.
  
  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONSItem 3.
  
  CONTROLS AND PROCEDURESPART II
  
  OTHER INFORMATIONItem 1.
  
  LEGAL PROCEEDINGSItem 2.
  
  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASE OF
  SECURITIESItem 3.
  
  DEFAULTS UPON SENIOR SECURITIESItem 4.
  
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSItem 5.
  
  OTHER INFORMATIONItem 6.
  
  EXHIBITSSIGNATURES AND CERTIFICATIONS2

Conolog Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

ASSETS

Restated 
  January 31, 2006
  (UnAudited)

July 31,
  2005
  (Audited)Current AssetsCash and cash equivalents

$
4,277,886

$
4,471,072Accounts Receivable - net allowance for
  doubtful accounts of $ 1,000


23,688


89,194Prepaid Expense


59,503


23,755Current portion of note receivable


14,864


14,864Inventory


900,000


900,000Other receivables


146,364


252,599Total Current Assets


5,422,305


5,751,484Property, Plant and EquipmentMachinery and equipment


1,360,601


1,358,601Furniture and fixtures


423,342


423,342Computer software


147,203


147,203Leasehold improvements


30,265


30,265Total Property, Plant and Equipment


1,961,411


1,959,411Less accumulated depreciation and
  amortization


1,892,603


1,868,405Net Property, Plant & Equipment


68,808


91,006Other AssetsInventory, net of current portion


1,078,909


970,212Research and Development Cost


156,060


Deferred loan closing cost


175,215


Note receivable, net of current portion


117,673


125,106Total Other Assets


1,527,857


1,095,318Total Assets

$
7,018,970

$
6,937,808The
accompanying notes are an integral part of the condensed consolidated financial
statements

3

Conolog Corporation and Subsidiaries 
Condensed Consolidated Balance Sheets

LIABILITIES
AND STOCKHOLDERS EQUITY

RestatedJanuary
  31, 2006

July 31,
  2005(Unaudited)

(Audited)Current LiabilitiesAccounts payable

$
39,479

$
46,650Accrued expenses





248,643Accrued legal fees





175,000Total Current Liabilities


39,479


470,293Non-Current LiabilitiesConvertible Denbenture - net of discount of
  $ 447,520


802,480


Total Liabilities


841,959


470,293Stockholders EquityPreferred stock, par value $ .50; series A;
  4% cumulative; 162,000 shares authorized; 155,000 shares issued and
  outstanding


77,500


77,500Preferred stock, par value $ .50; Series B;
  $ .90 cumulative; 50,000 shares authorized; 1,197 shares issued and outstanding


597


597Common stock, par value $ .01; 20,000,000
  shares authorized;7,417,847 shares issued and outstanding at July 31, 2005
  and January 31, 2006, respectively, including 220 shares held in treasury


74,172


74,172Contributed capital


35,904,252


35,425,721Retained (deficit)


(29,739,873
)

(28,391,938
)Treasury shares at cost


(131,734
)

(131,734
)Deferred compensation





(547,750
)Prepaid consulting


(7,903
)

(39,053
)Total Stockholders Equity


6,177,011


6,467,515Total Liabilities and Stockholders
Equity

$
7,018,970

$
6,937,808The
accompanying notes are an integral part of the condensed consolidated financial
statements

4

Conolog CorporationCondensed Consolidated Statement of Operations
(Unaudited)

For the Three Months
  Ended January 31,

For the Six Months
  Ended January 31,Restated2006

2005

Restated2006

2005Product Revenue

$
66,275

$
69,040

$
254,213

$
248,680Cost of
  product revenue


57,303


71,495


140,789


197,543Gross Profit


8,972


(2,455
)

113,424


51,137Selling,
  general and administrative


704,591


544,446


1,523,823


937,296Loss from operations


(695,619
)

(546,901
)

(1,410,399
)

(886,159
)Other Income
  (Expenses)Interest income


33,517


4,831


58,286


7,303Total other income (expense)


33,517


4,831


58,286


7,303Loss from
  continuing operations, beforeIncome taxes


(662,102
)

(542,070
)

(1,352,113
)

(878,856
)Benefit from
  Income Taxes





29,223





246,723Loss from
  continuing operations


(662,102
)
$
(512,847
)
$
(1,352,113
)
$
(632,133
)Loss per
  share from continuing operations

$
(0.09
)
$
(0.12
)
$
(0.18
)
$
(0.16
)Weighted Average Number of Shares of
  Common Stock Outstanding


7,417,854


4,242,487


7,417,854


3,887,530The
accompanying notes are an integral part of the condensed consolidated financial
statements

5

Conolog Corporation
Condensed Consolidated Statement of Cash Flows
For the Six Months Ended January 31, 2006 and 2005
(Unaudited)

Restated2006

2005Cash Flows
  from Operating Activities:Net Loss

$
(1,352,113
)
$
(632,133
)Adjustments
  to reconcile net loss to net cash (used in) operating activities:Depreciation


24,198


24,352Amortization of deferred compensation


547,750Amortization of prepaid consulting
expense


31,150


(124,535
)Common stock issued for services





284,850Changes in assets and liabilities:Decrease in accounts receivable


65,506


114,062Decrease in other receivables


106,235


2,478(Increase) decrease in inventories


(108,696
)

(12,241
)(Increase) in other current assets


(35,749
)

(267,099
)(Increase) in deferred research and
  development


(156,060
)

Decrease in other assets -notes


7,432


(Increase) in deferred loan costs


(140,025
)

(Decrease) in accounts payable


(7,171
)

(108,198
)(Decrease) in accrued and other
liabilities


(423,643
)

(152,766
)Net cash (used in) operating
activities


(1,441,186
)

(871,230
)Cash Flows
  from Investing Activities:Purchase of equipment


(2,000
)

(20,000
)Net cash (used in) investing
activities


(2,000
)

(20,000
)Cash Flows
  From Financing Activities:Repayment of loan from Officer





(75,000
)Proceeds from issuance of Stock for
  warrants





429,300Proceeds from convertible debenture


1,250,000


Net cash provided by financing
activities:


1,250,000


354,300Net Increase
  (Decrease) In Cash and Cash Equivalents


(193,186
)

(536,930
)Cash and
  Cash Equivalents at Beginning of Period


4,471,072


1,119,767Cash and
  Equivalents at End of Period

$
4,277,886

$
582,837Supplemental
  Disclosure of Cash FlowNon-cash activities - Warrants attributed
  to debentures

$
35,190Non-cash activities - Common stock for
  services

$


$
284,850Non-cash activities  Conversion of
  debentures

$



1,094,000The accompanying notes are an
integral part of the condensed consolidated financial statements

6

Note 1  Unaudited Financial Statements

This
amendment is being filed to reflect the valuation of warrants issued with
convertible debentures, (See Note 4). These condensed 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, 2005.  Since certain information and footnote
disclosures normally included in condensed financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to the instructions to Form 10-QSB of Regulation S-B as promulgated by
the Securities and Exchange Commission, these condensed consolidated financial
statements specifically refer to the footnotes to the consolidated financial
statements of the Company as of July 31, 2005.
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 periods presented.  Such adjustments consisted only of those of a
normal recurring nature. Results of operations for the six months ended January
31, 2006 should not necessarily be taken as indicative of the results of
operations that may be expected for the fiscal year ending July 31, 2005.

Note 2  Convertible Notes with Warrants

Pursuant
to a Subscription Agreement, the Company sold and issued to three Subscribers
Convertible Notes having an aggregate principal balance of $ 1,250,000 which
are convertible into 1,000,000 shares of common stock at a conversion price of
$ 1.25 per share, and warrants to purchase 1,000,000 shares of common stock at
a price of $ 0.9579 per share. Interest payable on these notes accrues at a
rate of 5% per annum. The convertible notes and warrants have been recorded in
compliance with APB-14.

The
$ 1,250,000 of proceeds attributed to the Convertible Debenture are recorded
based upon their relative fair value. The value assigned to the warrants of $
401,363 has been recorded as a discount to the convertible debenture.
Additionally, the warrants valued at $ 0.9579 per share represents a Beneficial
Conversion feature calculated at their intrinsic value and amounted to $
46,157. This beneficial conversion feature has been recorded as a discount to
the convertible debenture. This aggregate discount to the debt of $ 447,520
will be amortized over the life of the debt using the effective interest
method. The amortization of Discount will begin effective February 1, 2006 as
the convertible debentures were issued in the last week of the Companys fiscal
quarter ending January 31, 2006.

Note 3  Subsequent Events

No
events of a material nature

Note 4  Restatement of Financial Results

The
Company has restated its financial statements for the six months ended January
31, 2006. The restated financial results reflect the valuation of warrants
issued with convertible debentures resulting in a decrease to net the loss of $
140,025. The impact of this adjustment on the Companys financial results as
originally reported is summarized below.

Three Months Ended
  January 31, 2006

Six Months Ended
  January 31, 2006As

As

As

AsReported

Restated

Reported

RestatedTotal Assets

$
6,843,755

$
7,018,970

$
6,843,755

$
7,018,970Accumulated
  deficit


(29,879,898
)

(29,739,873
)

(29,879,898
)

(29,739,873
)Net Loss


(802,127
)

(662,102
)

(1,492,138
)

(1,352,113
)Earnings
  (loss) per share


(0.11
)

(0.09
)

(0.20
)

(0.18
)7

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

A summary of income, costs and expenses for
the six months ended January 31, 2006 and 2005
follows:

January 31,2006

2005Product Revenues

$
254,213

$
248,680Costs and expenses


1,664,612


1,134,839Net Loss
  from Continuing Operations before Income Taxes


(1,410,399
)

(886,159
)Benefit from
  Income Taxes


0


246,723Other income
  (expense)


58,286


7,303Net (Loss)
  from continuing operations

$
(1,352,113
)
$
(632,133
)Loss
  Attributable to Common Shareholders

$
(1,352,113
)
$
(632,133
)FOR THE THREE AND SIX MONTHS ENDED JANUARY
31, 2006

Product
revenues for the three months ended January 31, 2006 totaled $ 66,275
representing a net decrease of 4% or $ 2,765 from $ 69,040 reported for the
same three-month period last year. The Companys Iniven division reported an
increase of $ 23,699 in commercial sales of its PDR2000 and PTR1500 systems
that was offset by a decrease of $26,464 in military contract orders. Product
revenues for the six months ended January 31, 2006 totaled $ 254,213
representing a net increase of 2% or $ 5,533. from $ 248,680 reported for the
six-month period last year.

Product
Cost for the three months ended January 31, 2006 totaled $ 57,303 or 86.5% of
product revenue. Product cost for the period decreased 19.8% or $ 14,192 as
compared to the three months ended January 31, 2005.  Product Cost decreased as a result of a combination of factors
including outsourcing and semi-automation. Product cost for the six months
ended January 31, 2006 totaled $ 140,789 or 55.4% of product revenue. Product
cost for the six-month period decreased 28.7% or $ 56,754 as compared to the
six-month period ended January 31, 2005.

Gross
profit for products for the three months ended January 31, 2006 amounted to $
8,972 or 13.5% of product revenue as compared to a loss of $ 2,455 or 3.6% of
product revenue for the three months ended January 31, 2005.The Company
attributes this increase in gross profit for products directly to the improved
product cost. Gross Profit for the six-month period amounted to $ 113,424 or
44.6% of product revenue compared to $ 51,137 or 20.5% of product revenue for
the six months ended January 31, 2005.

Selling,
general and administrative expenses increased by $ 160,145 for the three months
ended January 31, 2006 as compared to the three months ended January 31,
2005.This increase over the three month period ended January 31, 2006 is
primarily the result of an increase in the non-cash Stock Compensation expense
which the Company incurred as a result of issuing an aggregate of 350,000
shares of its common stock to its directors, employees and officers. Selling,
general and administrative expenses increased by $ 586,527 for the six months
ended January 31, 2006 as compared to the six months ended January 31, 2005.

As
a result of the foregoing, the Company reported a net loss from continuing
operations of ($ 662,102) or ($0.09) per share compared to a Loss of ($
512,847) or ($0.12) per share for the three months ended January 31, 2006 and
2005, respectively. The Company reported a net loss from continuing operations
of ($1,352,113) or ($ 0.18) per share compared to a Loss of ($ 632,133) or ($
0.16) per share for the six months ended January 31, 2006 and 2005,
respectively.

LIQUIDITY AND FINANCIAL CONDITION

Inventories
from the Companys product segment increased from $1,870,212 at July 31, 2005
to $1,978,908 for the quarter ended January 31, 2006, an increase of $ 108,696,
which is primarily attributed to the introduction of the Companys CM-100
product line.

Accounts
Receivable decreased to $ 23,688 for the six months ended January 31, 2006 from
$89,194 as of July 31, 2005.  The
decrease is attributed to reduced sales.

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

8

STATEMENT REGARDING PRESENT OPERATIONS

There
were no material changes in the nature of the operations of the Registrant
during the three months ended January 31, 2006. Detailed information is
contained in the Registrants annual report on Form 10-KSB for the fiscal year
ended July 31, 2005.

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  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.

PART II - OTHER
INFORMATION

1. Legal Proceedings  None

2.  Unregistered Sales of Equity
Securities and Use of Proceeds  N/A

3.  Defaults upon Senior
Securities - None

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

5. Other Information 

As
  previously reported on Forms 8-K and 8-K/A filed with the Securities and
  Exchange Commission, the Company completed the sale of convertible notes (the
  Notes Offering) having an aggregate principal balance of $1,250,000
  pursuant to a Subscription Agreement dated January 19, 2006 (the Subscription
  Agreement), which are convertible into 1,000,000 shares of the Companys
  common stock at $1.25 per share.
  Pursuant to the Subscription Agreement, the Company also issued
  warrants to the investors to purchase 1,000,000 shares of the Companys common
  stock at $.9579 per share.9

First
  Montauk Securities Corp. acted as the selling agent in the Notes Offering.
  The Company paid First Montauk Securities Corp. $125,000 (10% of the
  principal amount of the convertible debentures sold in the Notes Offering)
  and issued First Montauk Securities Corp. warrant(s) to acquire 200,000
  shares of the Companys common stock (20% of the aggregate number of shares
  of the Companys common stock that the subscribers would receive if they,
  immediately after the closing of the sale of the notes, converted the entire
  principal amount of their notes) on the same terms and conditions as the
  warrants issued to the Subscribers.The issuance
  and sale of the common stock and warrants pursuant to the Subscription
  Agreement was made in reliance upon the exemption provided in Section 4(2) of
  the Securities Act of 1933, as amended (the Securities Act) and Regulation
  D promulgated under the Securities Act. No form of general solicitation or
  general advertising was conducted in connection with the Notes Offering. The
  issuance of the warrant to the selling agent was made in reliance upon the
  exemption provided in Section 4(2) of the Securities Act. Each of the
  warrants and the notes issued pursuant to the Subscription Agreement contain
  restrictive legends preventing the sale, transfer or other disposition of
  such notes and warrants, unless registered under the Securities Act.Pursuant to
  the Subscription Agreement, the Company is required to register the resale of
  the securities issuable upon conversion of the notes and the exercise of the
  warrants under the Securities Act.6.
ExhibitsExhibit
  Number Description10.1
Form of
  Subscription Agreement * +10.2
Form of
  Warrant +10.3
Form of
  Convertible Note +10.4
Form of
  Selling Agreement * +31 (1)
Rule
  13a-14(a) 15d-14(a) Certification of Chief Executive Officer and Chief
  Financial Officer31 (2)
Rule
  13a-14(a) 15d-14(a) Certification of Chief Operating Officer, President and
  Secretary32
Section 1350
  Certification* Schedules
  and attachments to this Exhibit have been omitted in accordance with Item
  601(b) of Regulation S-B. The Company agrees to furnish supplementally a copy
  of all omitted schedules and exhibits to the Securities and Exchange
  Commission upon request.+
  Incorporated by reference to the 8-K filed with the Securities and Exchange
  Commission on January 25, 2006.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
  CORPORATIONDate: April
  3, 2006
By /s/
  Robert S. BenouChairman,
  Chief Executive Officer,Chief
  Financial Officer and TreasurerDate: April
  3, 2006
By /s/ Marc
  R. BenouChief Operating
  Officer, President and Secretary10