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, 2003

|_| 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 $.01 per share; 1,299,934 shares outstanding as of June
6, 2003(inclusive of Treasury Stock).

*As of January 10, 2003, the Company effected a one-for-ten reverse split of its
common stock.

The outstanding shares stated for February 28, 2003 that appeared on the January
31, 2003 were misstated, unexchanged shares, as a result of the reverse split,
were erroneously split. The correction has been made for the quarter ended April
30, 2003.


                                                                               1
<PAGE>

                                      INDEX

PART I        FINANCIAL INFORMATION

Item 1.       Financial Statements

              Condensed Consolidated Balance Sheets as of April 30, 2003
              (Unaudited)

              Condensed Consolidated Statement of Operations for the
              three and nine months ended April 30, 2003 (Unaudited)
              and April 30, 2002 (Unaudited)

              Condensed Consolidated Statements of Cash Flows for
              the nine months ended April 30, 2003 (Unaudited) and April 30,
              2002 (Unaudited)

              Notes to Condensed Consolidated Financial Statements

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Result of Operations

Item 3.       Controls and Procedures


PART II       OTHER INFORMATION

Item 1.       Legal Proceedings

Item 2.       Changes in Securities

Item 3.       Defaults upon Senior Securities

Item 4.       Submission of Matters to a Vote of Security Holders

Item 5.       Other Information

Item 6.       Exhibits and Reports

SIGNATURES AND CERTIFICATIONS


                                                                               2
<PAGE>

                               Conolog Corporation
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 April 30, 2003
                                   (unaudited)

ASSETS

Current Assets:

         Cash                                             $  290,985
         Accounts Receivable, less                           204,928
           allowance of $5,250
         Inventories                                       1,783,048
         Deferred Tax Asset                                  259,001
         Notes Receivable                                     80,999
         Other Current Assets                                 15,452
                                                          ----------
            Total Current Assets                          $2,634,413

Non-Current Assets:

         Notes Receivable                                    173,073

         Property, Plant and Equipment
         less accumulated depreciation                       173,354
         of $1,802,973

         Other Assets                                          2,235
                                                          ----------
                  Total Assets                            $2,983,075
                                                          ==========


                                                                               3
<PAGE>

                               CONOLOG CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 April 30, 2003
                                   (unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

         Accounts Payable                                      45,340
         Other Accrued Expenses                                 9,448
         Accrued Legal Fees                                    91,355
         Line of Credit                                       250,000
         Accrued Payroll                                       86,020
                                                         ------------
            Total Current Liabilities                    $    482,163
                                                         ------------

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

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

   Common Stock; par value $0.01;
   20,000,000 shares authorized;
   issued 1,299,934 shares, including
   221 shares held in Treasury                                 12,999

   Contributed Capital                                     21,476,579

   Retained Earnings (Deficit)                            (18,461,626)
   Treasury Shares at Cost                                   (131,734)
   Subscription Receivable                                    (93,750)
   Prepaid Consulting Services                                (46,336)
   Deferred Compensation                                     (333,317)
                                                         ------------
          Total Stockholders' Equity                     $  2,500,912
                                                         ------------
          Total Liabilities and
            Stockholders' Equity                         $  2,983,075
                                                         ============

See notes to the condensed consolidated financial statements.


                                                                               4
<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,
                                   2003           2002           2003           2002

<S>                            <C>            <C>            <C>            <C>
Revenues
  Product Revenues             $   178,958    $   350,841    $   573,581    $   646,682
  Service Revenues                 122,766        158,788        733,045        703,255
                               -----------    -----------    -----------    -----------
     Total Revenues            $   301,724    $   509,629    $ 1,306,626    $ 1,349,937

Costs Of Goods Sold
  Product Costs                $    93,597    $   259,304    $   234,052    $   205,398
  Service Costs                     63,953        114,689        424,622        538,256
                               -----------    -----------    -----------    -----------
     Total Costs               $   157,550    $   373,993    $   658,674    $   743,654
                               -----------    -----------    -----------    -----------
  Gross Profit                 $   144,174    $   135,636    $   647,952    $   606,283

Selling, General And              (181,780)      (174,239)      (578,459)      (757,197)
 Administrative Expenses

Research And Development                 0       (126,129)             0       (774,757)
   Expenses

Write-Off of Obsolete
   And Excess Inventories                0              0              0     (1,295,000)

Employee Bonus                    (224,547)             0       (224,547)             0

Consulting Expense                (237,959)             0       (353,947)             0

Impairment of Goodwill            (322,338)             0       (322,338)             0

Other Expense                            0              0        (18,148)             0
                               -----------    -----------    -----------    -----------
  Loss from Operations         $  (822,450)   $  (164,732)   $  (849,487)   $(2,220,671)

Other Income (Expense)
   Interest Income                     129          2,364            667          4,706
   Interest Expense                  (2436)             0         (7,311)             0
                               -----------    -----------    -----------    -----------
        Total Other
        Income (Expense)             (2307)         2,364         (6,644)         4,706
                               -----------    -----------    -----------    -----------

Profit (Loss) From
Continuing Operations
Before Income Taxes            $  (824,757)   $  (162,368)      (856,131)   $(2,215,965)

Benefit From Income Taxes                0        200,000        259,000        200,000
                               -----------    -----------    -----------    -----------
Income (Loss) From
Continuing Operations          $  (824,757)   $    37,632       (597,131)   $(2,015,965)
                               -----------    -----------    -----------    -----------

Discontinued Operations:
  Income (Loss) From
  Discontinued Operations
  (Net of income tax benefit             0         45,090        (10,019)        36,504
  of $0)

Gain from Disposal of
  Discontinued Operations
  Net of income tax expense
  of $0)                                 0              0         24,446              0
                               -----------    -----------    -----------    -----------

Net Income (Loss)              $  (824,757)   $    82,722    $  (582,704)   $(1,979,461)
                               ===========    ===========    ===========    ===========
Earnings/(Loss) Per
Share From Continuing
Operations                     $     (0.66)   $       .11    $     (0.76)   $     (5.75)
                               ===========    ===========    ===========    ===========
Earnings/(Loss) Per
Share From Discontinued
Operations                               0    $       .13    $       .02    $       .10
                               ===========    ===========    ===========    ===========

Average Number Of Shares
Of Common Stock                  1,250,630        350,521        788,453        350,521
Outstanding                    ===========    ===========    ===========     ==========
</TABLE>

See notes to condensed consolidated financial statements.


                                                                               5
<PAGE>

                               Conolog Corporation
                 Statements Of Condensed Consolidated Cash Flows
                                   (Unaudited)

                                                        For The Nine Months
                                                          Ended April 30,
                                                       2003             2002
Cash Flows From Operating Activities:
   Net Cash Used in Operating Activities              (279,586)      (1,136,824)
                                                   -----------      -----------
Cash Flows From Investing Activities:
   Net Cash Provided by Investing Activities           254,072          836,484
                                                   -----------      -----------
Cash Flows From Financing Activities:
   Net Cash Provided by(Used in)
   Financing Activities                                      0                0
                                                   -----------      -----------
Net Decrease In Cash and Equivalents               $   (25,514)     $  (300,340)

Cash and Equivalents At Beginning Of Period            316,499          666,489
                                                   -----------      -----------
Cash and Equivalents At End Of Period              $   290,985      $   366,149
                                                   ===========      ===========

See notes to condensed consolidated financial statements.


                                                                               6
<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, 2002. 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,
2002. 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, 2003 should not necessarily be taken as
indicative of the results of operations that may be expected for the fiscal year
ending July 31, 2003.

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 nine months
and corresponding quarter and nine months of the previous year follows:

<TABLE>
<CAPTION>
                                         For the three months          For the nine months
                                            Ended April 30,               Ended April 30,

                                          2003           2002           2003           2002

<S>                                   <C>            <C>            <C>            <C>
Product Revenues                      $   178,958    $   350,841    $   573,581    $   646,682
Service Revenues                          122,766        158,788        733,045        703,255
                                      -----------    -----------    -----------    -----------
         Total Revenues                   301,724        509,629      1,306,626      1,349,937

Product Cost & Expenses                  (737,883)      (559,672)    (1,409,153)    (1,737,352)
Service Cost & Expenses                  (386,291)      (114,689)      (746,960)      (538,256)
                                      -----------    -----------    -----------    -----------
         Total Expenses                (1,124,174)      (674,361)    (2,156,113)    (2,275,608)

Net Loss From Continuing
  Operations Before
  Income Tax                             (822,450)      (164,732)      (849,487)      (925,671)

Other Income & Expense                     (2,307)         2,364         (6,644)    (1,290,294)

Benefit From Income Tax                         0        200,000        259,000        200,000
                                      -----------    -----------    -----------    -----------
Profit (Loss) From
  Continuing Operations                  (824,757)        37,632       (597,131)    (2,015,965)

Profit (Loss) From
Discontinued Operations                         0         45,090        (10,019)        36,504

Gain From Disposal of
  Discontinued Operations                       0              0         24,446              0
                                      -----------    -----------    -----------    -----------

Net Income (Loss)                     $  (824,757)   $    82,722    $  (582,704)   $(1,979,461)
  after Taxes                          ==========    ===========    ============   ===========

Earnings per Share
From Continuing Operations            $     (0.66)   $       .11    $     (0.76)   $     (5.75)
                                      ===========    ===========    ===========    ===========
Earning Per Share
From Discontinued Operations                    0    $       .13    $       .02    $       .10
                                      ===========    ===========    ===========    ===========
</TABLE>


                                                                               7
<PAGE>

QUARTER ENDED APRIL 30, 2003

      Product revenues for the three months ended April 30, 2003 totaled
$178,958 a decrease of 49% or $171,883 from $350,841 reported for the same three
months last year. Product revenues for the nine months ended April 30, 2003
totaled $573,581 a decrease of 11% or $73,101 from $646,682 reported for the
same nine months last year. The Company attributed the decrease in revenue to a
decline in the Company's military sales.

      Service revenues for the quarter ended April 30, 2003 totaled $122,766 a
decrease of 23% or $36,022 from $158,788 reported for the same period last year.
Service revenues for the nine months ended April 30, 2003 totaled $733,045 an
increase of 4% or $29,790 from $703,255 reported for the same nine months last
year. The Company believes that service revenues decreased for the three months
compared to the same three months last year primarily due to a decline in the
economy, which caused a decrease demand for the Company's staffing service. The
Company attributes the increase over the nine-month period compared to the same
nine-month period a year ago to direct hires that took place in the first
quarter ended October 31, 2002.

      Product Cost decreased for the three months ended April 30, 2003 totaling
$93,597 as compared to $259,304 for the same three months ended April 30, 2003.
Product Cost decreased as a result of decreased sales and fewer purchases.
Product Cost increased for the nine months ended April 30, 2003 totaling
$234,052 as compared to $205,398 for the same nine months ended April 30, 2002
by $28,654. The Company attributed the increase in product cost during the nine
months to parts purchased for the PDR2000 demo units.

      Service Cost decreased for the three months ended April 30, 2003 totaling
$63,953 as compared to $114,689 for the same three months ended April 30, 2002.
Service Cost decreased for the nine months ended April 30, 2003 totaling
$424,622 as compared to $538,256 for the same nine months ended April 30, 2002.
The Company attributes the decrease in service cost to a decrease in sales.

      Gross profit for products for the three months ended April 30, 2003
totaled $85,361 representing 48% of revenues as compared to $91,537 or 26% of
revenues for the three months ended April 30, 2002. Gross profit for products
for the nine months ended April 30, 2003 totaled $339,529 representing 59% of
revenues as compared to $441,284 or 68% of revenues for the nine months ended
April 30, 2002. Gross profit for services for the three months ended April 30,
2003 totaled $58,813 representing 48% of revenues as compared to $44,099 or 29%
of revenues for the three months ended April 30, 2002. Gross profit for services
for the nine months ended April 30, 2003 totaled $308,423 representing 42% of
revenues as compared to $164,999 or 24% of revenues for the nine months ended
April 30, 2002.The Company attributes the decrease in gross profit for both
services and products to a decrease in sales.


                                                                               8
<PAGE>

      Selling, general and administrative expenses increased from $174,239 for
the three months ended April 30, 2002 to $181,780 for the three months ended
April 30, 2003, which represents an increase of 4% or $7,541. Selling, general
and administrative expenses for the nine months ended April 30,2002 decreased
from $757,197 to $578,459 for the nine months ended April 30, 2003, which
represents a decrease of 31% or $178,738. The Company attributes the decrease in
Selling, General and Administrative expense over the nine month period to a
reduction in administrative costs; such as, payroll cuts for all key employees,
a reduction of benefits to employees by 50%, including health care and
suspension of the match on the Company's retirement plan.

      Research and Development expenses for the three months ended April 30,
2002 were $126,129; there were no research and development expenses for three
months ended April 30, 2003. Research and Development expense for the nine
months ended April 30, 2002 were $774,757; there were no research and
development expenses for the nine months ended April 30, 2003.

      During the nine months ended April 30, 2002, the Company wrote off
$1,295,000 of obsolete and excess inventory. No inventory was written off during
the nine months ended April 30, 2003.

      As a result of the foregoing, the Company reported a net loss of
($561,232) from the Company's product segment and a net loss of ($263,525) from
the Company's service segment or a combined net loss of ($824,757) or ($0.66)
per share for the three months ended April 30, 2003, as compared to a net profit
of $38,623 from the Company's product segment and a net profit of $44,099 from
the Company's service segment or a combined net profit of $82,722 or $0.24 per
share for the three months ended April 30, 2002. The Company reported a net loss
of ($568,789) from the Company's product segment and a net loss of ($13,915)
from the Company's service segment or a combined net loss of ($582,704) or
($0.74) per share for the nine months ended April 30, 2003 as compared to a net
loss of ($2,144,460) from the Company's product segment and a net profit of
$164,999 from the Company's service segment or a combined net loss of
($1,979,461) or ($5.65) for the nine months ended April 30, 2002.

LIQUIDITY AND FINANCIAL CONDITION

      Inventories from the Company's product segment decreased from $1,915,590
for the quarter ended April 30, 2002 to $1,783,048 for the quarter ended April
30, 2003, a decrease of $132,542, attributable to a decrease in purchases for
the quarter due to the decrease in sales. In lieu of purchasing additional
inventory the Company has used existing inventory when at all possible to
complete incoming orders. There is no inventory relating to the Company's
service segment.

      Accounts Receivable from the Company's product segment decreased from
$290,836 for the quarter ended April 30, 2002 to $122,957 for the quarter ended
April 30, 2003. The decrease is attributed to decreased sales within the
Company's military division. Accounts Receivable from the Company's service
segment increased from $75,456 for the quarter ended April 30, 2002 to $81,971
for the quarter ended April 30, 2003. The Company attributes the increase to
direct placements that took place during the nine months ended April 2003.

      The remaining $322,338 of goodwill for Atlas Design and Prime Time
Staffing was written off during the third quarter ended April 30, 2003, as it
was tested for impairment. Per SFAS 142, paragraph 61, effective for fiscal
years beginning after December 31, 2001, goodwill should have gone through its
first step of transitional goodwill impairment testing. The result had the
testing been done at the start of this fiscal year is as follows: Goodwill would
have been removed from the Condensed Consolidated Balance Sheet for both the
first quarter ended October 31, 2002 and the second quarter ended January 31,
2003. Secondly, within the Condensed Consolidated


                                                                               9
<PAGE>

Statements of Operation for the quarter ended October 31, 2002, "other expense"
would have increased by $322,338 making the adjusted total for "other income
(expense)" ($342,267). Had the adjustment been made during the quarter ended
October 31, 2002, it would have resulted in a loss for the quarter of ($97,292)
rather than the net income of $225,046. If the adjustment had been made in the
first quarter ended October 31, 2003, it would then change the reported numbers
for the second quarter or six month ending January 31, 2003. The result would
have been a change in the "net income (loss)" for the six months ended January
31, 2003 by the same $322,338, resulting in a loss of ($305,331) rather than the
previously stated "net income" of $17,007. Although the impairment of the
goodwill should have been reflected in the Condensed Consolidated Statement of
Operations for the three months ended October 31, 2002, the Company has
reflected the impairment of the goodwill within the quarter ended April 30,
2003, and though it would have effected the three month ended October 31, 2002
and six month ended January 31, 2003 "net income (loss)" it does not effect the
overall loss for the nine months ended April 30, 2003.

      On February 18, 2003, the Company issued 252,300 unregistered shares of
the Company's common stock as a bonus to its employees. The fair market value of
the stock on the date of issuance was $.89, which resulted in a total expense to
the Company of $224,547.

      Consulting expense for the quarter ended April 30, 2003 was $237,959. The
expense represents various consulting agreements issued during the quarter ended
January 31, 2003 that continue over a period of one year or less.

      The Company obtained an unsecured line of credit with Unity Bank in the
amount of $250,000 on September 17, 2001. The interest is at a variable rate
based on the Wall Street Journal prime rate ("the index"). The maturity date on
the line of credit is September 17, 2003.

      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 for the fourth quarter
fiscal 2003 and into fiscal 2004.

      The Company has received verbal commitments from several of its west coast
electric power utility customers for the all-digital model 2000 protection
equipment.

      The Company presently meets its cash requirements through existing cash
balances and cash generated from operations. The Company believes that it can
obtain additional financing from institutional lenders secured by its assets, if
necessary.

      In the 10KSB for the year ended July 31, 2002, under Note 2 ("Convertible
Debenture"), the conversion price of $.68 should have been adjusted to reflect
the 1:4 reverse split that became effective on April 19, 2002, therefore the
conversion price should have been $2.72. In the 10QSB for the quarter ended
October 31, 2002, under Item 2, the inventory footnote should have read;
inventory increased by $235,000 due to the purchase of parts for the PDR2000,
although there was a decrease of $26,667 in the inventory value due to the
rescission agreement between ICM and Conolog; pursuant to which inventory was
returned as part of the agreement.


                                                                              10
<PAGE>

MANAGEMENT REPRESENTATION

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

FORWARD LOOKING STATEMENTS

      This quarterly report contains certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. 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 advice 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

      Within 90 days of the filing of this report on Form 10-QSB, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including Robert Benou, Chief Executive Officer, and
Marc Benou, Chief Financial Officer, of the effectiveness of the Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-14 and
15d-14. There have been no significant changes in the Company's internal
controls or in other facts that could significantly affect internal controls
since the date the most recent review of the Company's internal control systems
by Messrs. Robert and Marc Benou. The design of any system of internal controls
and procedures is based upon certain assumptions about the likelihood of future
events. There can be no assurance that any design will succeed in achieving its
stated goal under all potential future conditions, regardless of how remote.
Based upon that evaluation, Messrs. Robert and Marc Benou have concluded that
there are reasonable assurances that the Company's internal controls are
currently functioning effectively and that there is reasonable assurance that
the Company's internal controls will function effectively with respect to likely
future conditions.

      (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.


                                                                              11
<PAGE>

                           Part II - Other Information
                               CONOLOG CORPORATION

1.    Legal Proceedings - None

2.    Changes in Securities -

      During the three months ended April 30, 2003, the following unregistered
      shares of the Company's common stock were sold in reliance on the
      exemption provided by Section 4(2) of the Securities Act of 1933, as
      amended, as transactions not involving a public offering.

      On February 18, 2003, the Company issued 252,300 unregistered shares of
      its Common Stock as a bonus to its employees; on March 14, 2003, the
      Company also issued 302 unregistered shares of its Common Stock to Vincent
      Gruppuso, pursuant to an agreement between the Company and Prime Time
      Staffing and Professional Temp Solutions.

3.    Defaults upon Senior Securities - None

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

5.    Other Information -

      As of the open of business on January 10, 2003, the Company affected a
      one-for-ten reverse split of its common stock.

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

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

      99          Certification Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002

  (b) Reports on form 8-K

      On February 4 and March 4, 2003, the Company filed an 8-K reporting an
      Item 5 event. Both of these reports stated, among other things, the number
      of issued and outstanding shares of the Company's common stock.


                                                                              12
<PAGE>

                                   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 13, 2003                   By /s/ Robert S. Benou
                                             Chairman, Chief Executive Officer
                                             and Director


                                      By /s/ Marc R. Benou
                                             President, Chief Operating Officer,
                                             Chief Financial Officer, Assistant
                                             Secretary and Director


                                                                              13
<PAGE>

                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

      I, Robert Benou, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of Conolog
Corporation;

      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
registrant as of, and for, the periods presented in quarterly report;

      4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

      6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 13, 2003

                                                /s/ Robert Benou
                                                -----------------------------
                                                Robert Benou,
                                                Chief Executive Officer


                                       14
<PAGE>

                    Certification of Chief Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

      I, Marc Benou, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of Conolog
Corporation;

      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
registrant as of, and for, the periods presented in quarterly report;

      4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

      6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 13, 2003

                                                /s/ Marc Benou
                                                -----------------------------
                                                Marc Benou,
                                                Chief Financial Officer


                                                                              15