SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q/A
AMENDMENT No.1

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

FOR
THE QUARTERLY PERIOD ENDED October 31, 2009

oTRANSITION 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 reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ     No
o

Indicate by
check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes þ     No
o

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large
accelerated filer o     Accelerated
filer o     Non-accelerated
filer o     Smaller
reporting company þ

Indicate by
check mark whether the registrant is a shell company (as defined by Rule 12b-2
of the Exchange Act) Yes o     No þ

The
number of shares of common stock outstanding as of December 5, 2009 was
3,180,846.

1

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Conolog
Corporation
Form 10-Q/A
October 31, 2009

Explanatory Note

Overview

The Company is
filing this Amendment No. 1 to Form 10-Q for the quarterly period ended October
31, 2009 to amend and restate financial statements and other financial
information for the three month period ended October 31, 2009, as follows:

| |    |                                                                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | The
 recognizing of Notes and Warrants as a derivative to be reported as
 liabilities at fair value                                              
| |    |                                                                                                                                                  
| | 2. | The
 reclassification of certain receivables from current assets to non-current
 assets                                                          
| |    |                                                                                                                                                  
| | 3. | The
 reclassification of non-cash stock compensation to be included on the same
 line as cash compensation in Administration and General expense.
| |    |                                                                                                                                                  
| | 4. | The
 amortization of deferred stock compensation from Equity.                                                                                    
| |    |                                                                                                                                                  
| | 5. | The
 recognizing of undeclared Preferred stock dividends for financial purposes.                                                                 

Specific amendments

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | During
 review and preparation of a response letter to the Securities and Exchange
 Commission we became aware of an error in the application of accounting
 principles used in connection with preparation of our unaudited statements
 for the three month period ended October 31, 2009. This related to our
 accounting for two elements (1) the convertible debt and corresponding (2)
 common stock purchase warrants issued with this debt, dated August 3, 2009.
 This debt includes a provision where the conversion price may be reduced
 depending on the market price of our stock and a down round provision where
 the conversion price of the debt and the exercise price of the warrants reset
 if we issue securities at a price lower than the then applicable conversion
 rate. In light of these features and after considering FASB Codification
 Topic 815-10/15 in evaluating the accounting for the embedded conversion
 feature we recognize that we had incorrectly applied the cited guidance in
 concluding that the embedded conversion feature was not a derivative that it
 should be bifurcated and separately accounted for as liability at fair value.
 We have corrected this reporting in this amended Quarterly Report on Form
 10-Q/A and the accompanying financial statements. As of March 15, 2010, our
 management implemented new control procedures to reduce the possibility that
 our future financial reporting may not reflect GAAP with regard to derivative
 liability.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 2. | Other
 current assets consist primarily of an amount ($546,937.00) due from the sale
 of $9,002,193.00 of State Net Operating Losses (NOL). The State of New Jersey
 approved Conolog to sell these NOLs for fiscal years ended July 31, 2006,
 2007 and 2008. The $546,937 represents the total amount that can be sold.
 However the State limits the amount that can be actually be sold in any one
 year. Of the $546,937 that Conolog was able to sell, only $323,526 was
 actually sold for the calendar year 2009. The balance of $223,411.00 is still
 available to be sold in calendar year 2010. This balance has been
 reclassified to non-current assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3. | The line
 item non-cash stock compensation on the Statement of Operations has been
 reclassified to the relevant financial statement caption within Administration
 and General expenses and has been included with cash compensation in
 compliance with SAB Topic 14-F.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

2

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| |    |                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. | The employee
 stock grants are issued in accordance with the Conolog Corporation 2009 Stock
 Incentive Plan, as approved by the Board of Directors and Shareholders at a
 Special Meeting of Shareholders held on September 24, 2009.                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                  
| |    | Shares of
 Restricted Common Stock are issued to Officers, Directors and employees.                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                  
| |    | These shares
 are for future services to be performed and they are fully vested and
 non-cancellable. Management prior policy has been to record the actual
 issuance of stock in the Equity section and recognizes the cost over the
 period during which an employee is required to provide services in exchange
 for the grant  the requisite service period.
| |    |                                                                                                                                                                                                                                                                                                                                                                  
| |    | This policy
 has been amended and all balances in the Deferred Compensation section of
 Equity have been fully amortized for the October 31, 2009 10-Q.                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                  
| | 5. | Undeclared
 dividends on preferred stock are being reported for financial statement
 purposes on quarterly filing.                                                                                                                                                                                                                                               

In light of
this restatement, our previously filed financial statements and other financial
information for the quarterly period ended October 31, 2009 should no longer be
relied upon.

Amendments to this
Quarterly Report on Form 10-Q

For
convenience, this amended Quarterly Report on Form 10-Q/A sets forth in the
following section, the original filing, as amended where necessary to reflect
the restatement.

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: April
 13, 2010 | By /s/
 Robert S. Benou                
|                      |                                        
|                      | Robert S.
 Benou                       
|                      | Chairman,
 Chief Executive Officer,    
|                      | (Principal
 Executive Officer)         
|                      | Chief
 Financial Officer and Treasurer,
|                      | (Chief
 Accounting Officer)            

3

---



|                                             |  |                  |             |            |   |             |   |   |            |  
|-------------------------------------------- |  | ---------------- | ----------- | ---------- | - | ----------- | - | - | ---------- | -
|Conolog
 Corporation                         |  | October 31, 2009 |            
|                                             |  |                  |             |            |   |             |   |   |            |  
|                                             |  | Per 10-Q         |             | As Amended |   | Change      |  
|                                             |  |                  |             |            |   |             |  
|ASSETS                                       |  |                  |             |            |   |             |   |   |            |  
|Other current
 assets                        |  | $                | 559,052     |            | $ | 328,546     |   | $ | 230,506    |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Total Current
 Assets                        |  |                  | 3,081,710   |            |   | 2,851,204   |   |   | 230,506    |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Other non-current
 assets                    |  |                  | 184,906     |            |   | 415,412     |   |   | (230,506   | )
|                                             |  |                  |             |            |   |             |   |   |            |  
|Total Assets                                 |  |                  | 3,691,380   |            |   | 3,691,380   |   |   |           |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|LIABILITIES                                  |  |                  |             |            |   |             |   |   |            |  
|Derivative
 liability                        |  |                  |            |            |   | 4,273,886   |   |   | (4,273,886 | )
|                                             |  |                  |             |            |   |             |   |   |            |  
|Total current
 liabilities                   |  |                  | 146,170     |            |   | 4,420,056   |   |   | (4,273,886 | )
|                                             |  |                  |             |            |   |             |   |   |            |  
|Non-current
 liabilities                     |  |                  | 778,743     |            |   | 83,840      |   |   | 694,903    |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Total Liabilities                            |  |                  | 924,913     |            |   | 4,503,896   |   |   | (3,578,983 | )
|                                             |  |                  |             |            |   |             |   |   |            |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Stockholders Equity                         |  |                  |             |            |   |             |   |   |            |  
|Contributed
 capital                         |  |                  | 53,060,896  |            |   | 53,389,291  |   |   | (328,395   | )
|Accumulated
 deficit                         |  |                  | (49,928,233 | )          |   | (54,171,978 | ) |   | 4,243,745  |  
|Deferred
 compensation                       |  |                  | (336,367    | )          |   |            |   |   | (336,367   | )
|                                             |  |                  |             |            |   |             |   |   |            |  
|Total stockholders
 equity                   |  |                  | 2,766,467   |            |   | (812,516    | ) |   | 3,578,983  |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Total Liab &
 stockholders equity            |  |                  | 3,691,380   |            |   | 3,691,380   |   |   |           |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Statement of Operations                      |  |                  |             |            |   |             |   |   |            |  
|General and
 Administrative expense          |  |                  | 373,731     |            |   | 1,106,947   |   |   | (733,216   | )
|Stock compensation                           |  |                  | 336,366     |            |   |            |   |   | 336,366    |  
|Stock compliance                             |  |                  | 60,483      |            |   |            |   |   | 60,483     |  
|Professional fees                            |  |                  | 123,434     |            |   | 123,434     |   |   |           |  
|Marketing and
 trade                         |  |                  | 59,276      |            |   | 59,276      |   |   |           |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Total General and
 Administrative expense    |  |                  | 953,290     |            |   | 1,289,657   |   |   | (336,367   | )
|                                             |  |                  |             |            |   |             |   |   |            |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Other Income                                 |  |                  |             |            |   |             |   |   |            |  
|Interest expense                             |  |                  | (6,433      | )          |   | (3,088,324  | ) |   | 3,081,891  |  
|Changes in fair
 market value of derivatives |  |                  |            |            |   | (825,487    | ) |   | 825,487    |  
|Amortization                                 |  |                  | (35,411     | )          |   | (35,411     | ) |   |           |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Total other income                           |  |                  | (72,192     | )          |   | (3,979,570  | ) |   | 3,907,378  |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Net Loss                                     |  |                  | (754,269    | )          |   | (4,998,014  | ) |   | 4,243,745  |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Preferred stock
 dividends                   |  |                  |            |            |   | (1,045      | ) |   | 1,045      |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Net Loss
 applicable to common shares        |  | $                | (754,269    | )          | $ | (4,999,059  | ) | $ | 4,244,790  |  
|                                             |  |                  |             |            |   |             |   |   |            |  
|Net Loss per basic
 and diluted share        |  | $                | (0.35       | )          | $ | (2.32       | ) | $ | 1.97       |  
|                                             |  |                  |             |            |   |             |   |   |            |  

INDEX4

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|         |                                                                                                                 |  |   
|-------- | --------------------------------------------------------------------------------------------------------------- |  | --
|PART I   | FINANCIAL
 INFORMATION                                                                                          |  |   
|         |                                                                                                                 |  |   
|Item 1.  | CONDENSED CONSOLIDATED
 FINANCIAL STATEMENTS (Unaudited)                                                        |  |   
|         |                                                                                                                 |  |   
|         | Condensed Consolidated
 Balance Sheets as of October 31, 2009 and July 31, 2009                                 |  | 6 
|         |                                                                                                                 |  |   
|         | Condensed Consolidated
 Statements of Operations for the three months ended October 31, 2009 and 2008           |  | 8 
|         |                                                                                                                 |  |   
|         | Condensed Consolidated
 Statements of Cash Flows for the three months ended October 31, 2009 and 2008           |  | 9 
|         |                                                                                                                 |  |   
|         | Notes to Condensed
 Consolidated Financial Statements                                                           |  | 10
|         |                                                                                                                 |  |   
|Item 2.  | MANAGEMENTS DISCUSSION AND
 ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND FINANCIAL
 CONDITION |  | 13
|         |                                                                                                                 |  |   
|Item 3   | QUANTITATIVE AND
 QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                     |  | 14
|         |                                                                                                                 |  |   
|Item 4T. | CONTROLS AND PROCEDURES                                                                                         |  | 14
|         |                                                                                                                 |  |   
|PART II  | OTHER INFORMATION                                                                                               |  | 15
|         |                                                                                                                 |  |   
|Item 1.  | LEGAL PROCEEDINGS                                                                                               |  | 15
|         |                                                                                                                 |  |   
|Item 2.  | UNREGISTERED SALES OF
 EQUITY SECURITIES AND USE OF PROCEEDS                                                    |  | 15
|         |                                                                                                                 |  |   
|Item 3.  | DEFAULTS UPON SENIOR SECURITIES                                                                                 |  | 15
|         |                                                                                                                 |  |   
|Item 4.  | SUBMISSION OF MATTERS TO A
 VOTE OF SECURITY HOLDERS                                                            |  | 15
|         |                                                                                                                 |  |   
|Item 5.  | OTHER INFORMATION                                                                                               |  | 16
|         |                                                                                                                 |  |   
|Item 6.  | EXHIBITS                                                                                                        |  | 16
|         |                                                                                                                 |  |   
|         | SIGNATURES AND
 CERTIFICATIONS                                                                                  |  | 16

5

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CONOLOG CORPORATION AND SUBSIDIARIES 
Condensed Consolidated Balance Sheets (Unaudited)

ASSETS

|                                              |  |                  |           |               |   |           | 
|--------------------------------------------- |  | ---------------- | --------- | ------------- | - | --------- | 
|                                              |  | October 31, 2009 |           | July 31, 2009 |  
|                                              |  |                  |           |               |  
|Current Assets:                               |  |                  |           |               |   |           | 
|Cash and cash equivalents                     |  | $                | 465,744   |               | $ | 27,358    | 
|Accounts receivable, net of allowance         |  |                  | 233,634   |               |   | 245,980   | 
|Prepaid expenses                              |  |                  | 416,310   |               |   | 70,843    | 
|Current portion of note receivable            |  |                  | 14,864    |               |   | 14,864    | 
|Inventory                                     |  |                  | 1,392,106 |               |   | 1,395,452 | 
|Other current assets                          |  |                  | 328,546   |               |   | 551,937   | 
|                                              |  |                  |           |               |   |           | 
|                                              |  |                  |           |               |   |           | 
|Total Current Assets                          |  |                  | 2,851,204 |               |   | 2,306,434 | 
|                                              |  |                  |           |               |   |           | 
|                                              |  |                  |           |               |   |           | 
|Property and equipment:                       |  |                  |           |               |   |           | 
|                                              |  |                  |           |               |   |           | 
|Net Property and Equipment                    |  |                  | 424,764   |               |   | 396,704   | 
|                                              |  |                  |           |               |   |           | 
|                                              |  |                  |           |               |   |           | 
|Other Assets:                                 |  |                  |           |               |   |           | 
|Other non-current assets                      |  |                  | 230,506   |               |   |          | 
|Deferred financing fees, net of
 amortization |  |                  | 116,667   |               |   | 8,445     | 
|Note receivable, net of current portion       |  |                  | 68,239    |               |   | 69,846    | 
|                                              |  |                  |           |               |   |           | 
|                                              |  |                  |           |               |   |           | 
|Total Other Assets                            |  |                  | 415,412   |               |   | 78,291    | 
|                                              |  |                  |           |               |   |           | 
|                                              |  |                  |           |               |   |           | 
|TOTAL ASSETS                                  |  | $                | 3,691,380 |               | $ | 2,781,429 | 
|                                              |  |                  |           |               |   |           | 

The accompanying notes are an integral part of the condensed
consolidated financial statements

6

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CONOLOG CORPORATION AND SUBSIDIARIES 
Condensed Consolidated Balance Sheets, Continued (Unaudited)

LIABILITIES AND STOCKHOLDERS EQUITY

|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | ------------- | - | ----------- | -
|                                                                                                                                                                                  |  | October 31, 2009 |             | July 31, 2009 |  
|                                                                                                                                                                                  |  |                  |             |               |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|Current
 Liabilities:                                                                                                                                                             |  |                  |             |               |   |             |  
|Accounts payable                                                                                                                                                                  |  | $                | 139,506     |               | $ | 217,456     |  
|Accrued expenses                                                                                                                                                                  |  |                  | 6,664       |               |   | 26,132      |  
|Derivative liability                                                                                                                                                              |  |                  | 4,273,886   |               |   |             |  
|Current convertible debenture, net of discount                                                                                                                                    |  |                  |            |               |   | 34,318      |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|Total Current Liabilities                                                                                                                                                         |  |                  | 4,420,056   |               |   | 277,906     |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|Non-Current Liabilities:                                                                                                                                                          |  |                  |             |               |   |             |  
|Current Convertible debenture, net of discount                                                                                                                                    |  |                  | 83,840      |               |   |            |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|Total Liabilities                                                                                                                                                                 |  |                  | 4,503,896   |               |   | 277,906     |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|Stockholders Equity                                                                                                                                                              |  |                  |             |               |   |             |  
|Preferred stock, par value $.50; Series A; 4% cumulative; 500,000
 shares authorized; 155,000 shares issued and outstanding                                                       |  |                  | 77,500      |               |   | 77,500      |  
|Preferred stock, par value $.50; Series B; $.90 cumulative; 2,000,000
 shares authorized; 1,197 shares issued and outstanding                                                     |  |                  | 597         |               |   | 597         |  
|Common stock, par value $0.01; 30,000,000 shares authorized; 2,380,846
 and 1,842,485 shares issued and outstanding at October 31, 2009 and July 31,
 2009 respectively including |  |                  | 23,808      |               |   | 18,425      |  
|Contributed capital                                                                                                                                                               |  |                  | 53,389,291  |               |   | 52,385,432  |  
|Accumulated deficit                                                                                                                                                               |  |                  | (54,171,978 | )             |   | (49,846,697 | )
|Treasury shares at cost - 2 shares                                                                                                                                                |  |                  | (131,734    | )             |   | (131,734    | )
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|Total Stockholders Equity                                                                                                                                                        |  |                  | (812,516    | )             |   | 2,503,523   |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                        |  | $                | 3,691,380   |               | $ | 2,781,429   |  
|                                                                                                                                                                                  |  |                  |             |               |   |             |  

The accompanying notes are an
integral part of the condensed consolidated financial statements

7

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CONOLOG CORPORATION AND SUBSIDIARIES 
Condensed Consolidated Statements of Operations 
(Unaudited)

|                                                             |  |                                          |            |      |   |          |  
|------------------------------------------------------------ |  | ---------------------------------------- | ---------- | ---- | - | -------- | -
|                                                             |  | For the Three Months 
 Ended October 31, |           
|                                                             |  | 2009                                     |            | 2008 |  
|                                                             |  |                                          |            |      |  
|OPERATING
 REVENUES                                          |  |                                          |            |      |   |          |  
|Product revenue                                              |  | $                                        | 468,096    |      | $ | 456,681  |  
|                                                             |  |                                          |            |      |   |          |  
|Cost of
 product revenue                                     |  |                                          |            |      |   |          |  
|Cost of goods sold                                           |  |                                          | 196,883    |      |   | 104,305  |  
|                                                             |  |                                          |            |      |   |          |  
|Total cost of product revenue                                |  |                                          | 196,883    |      |   | 104,305  |  
|                                                             |  |                                          |            |      |   |          |  
|Gross Profit from Operations                                 |  |                                          | 271,213    |      |   | 352,376  |  
|                                                             |  |                                          |            |      |   |          |  
|Selling,
 general and administrative expenses                |  |                                          |            |      |   |          |  
|General and administrative
 (includes non-cash stock grants) |  |                                          | 1,106,947  |      |   | 402,499  |  
|Professional fess                                            |  |                                          | 123,434    |      |   | 61,100   |  
|Marketing and trade shows                                    |  |                                          | 59,276     |      |   | 55,545   |  
|                                                             |  |                                          |            |      |   |          |  
|Total
 selling, general and administrative expenses          |  |                                          | 1,289,657  |      |   | 519,144  |  
|                                                             |  |                                          |            |      |   |          |  
|                                                             |  |                                          |            |      |   |          |  
|Loss Before Other Income (Expenses)                          |  |                                          | (1,018,444 | )    |   | (166,768 | )
|                                                             |  |                                          |            |      |   |          |  
|OTHER
 INCOME (EXPENSES)                                     |  |                                          |            |      |   |          |  
|Interest expense                                             |  |                                          | (3,088,324 | )    |   | (55,134  | )
|Interest income                                              |  |                                          | 860        |      |   | 11,329   |  
|Changes in fair market value of derivatives                  |  |                                          | (825,487   | )    |   |         |  
|Induced conversion cost                                      |  |                                          | (31,208    | )    |   | (180,505 | )
|Amortization                                                 |  |                                          | (35,411    | )    |   | (168,774 | )
|                                                             |  |                                          |            |      |   |          |  
|Total Other Income (Expense)                                 |  |                                          | (3,979,570 | )    |   | (393,084 | )
|                                                             |  |                                          |            |      |   |          |  
|Loss
 before provision for income taxes                      |  |                                          | (4,998,014 | )    |   | (559,852 | )
|Provision for income taxes                                   |  |                                          |           |      |   |         |  
|                                                             |  |                                          |            |      |   |          |  
|Net Loss                                                     |  |                                          | (4,998,014 | )    |   | (559,852 | )
|Preferred stock dividends                                    |  |                                          | (1,045     | )    |   |         |  
|                                                             |  |                                          |            |      |   |          |  
|NET LOSS
 APPLICABLE TO COMMON SHARES                        |  | $                                        | (4,999,059 | )    | $ | (559,852 | )
|                                                             |  |                                          |            |      |   |          |  
|NET LOSS
 PER BASIC AND DILUTED COMMON SHARE                 |  | $                                        | (2.32      | )    | $ | (0.90    | )
|                                                             |  |                                          |            |      |   |          |  
|WEIGHTED
 AVERAGE NUMBER OF COMMON SHARES OUTSTANDING        |  |                                          | 2,158,540  |      |   | 622,238  |  
|                                                             |  |                                          |            |      |   |          |  

The accompanying notes are an integral part of the condensed
consolidated financial statements

8

---



CONOLOG CORPORATION AND SUBSIDIARIES 
Condensed Consolidated Statements of Cash Flows 
For The Three Months Ended October 31, 2009 and 2008(Unaudited)

|                                                                    |  |      |            |      |   |          |  
|------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | -------- | -
|                                                                    |  | 2009 |            | 2008 |  
|                                                                    |  |      |            |      |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                |  |      |            |      |   |          |  
|Net loss                                                            |  | $    | (4,998,014 | )    | $ | (559,852 | )
|Adjustments to reconcile net loss to net cash used in
 operations:  |  |      |            |      |   |          |  
|Depreciation                                                        |  |      | 4,002      |      |   | 4,000    |  
|Stock based compensation                                            |  |      | 672,733    |      |   |         |  
|Induced conversion cost                                             |  |      | 31,208     |      |   | 180,505  |  
|Amortization and interest discount on convertible debt and warrants |  |      | 3,117,301  |      |   | 168,774  |  
|Changes in fair market value of derivatives                         |  |      | 825,487    |      |   |         |  
|Stock issued for interest                                           |  |      | 6,433      |      |   |         |  
|Changes in assets and liabilities                                   |  |      |            |      |   |          |  
|Decrease (increase) in accounts receivable                          |  |      | 12,346     |      |   | (11,593  | )
|(Increase) in accounts receivable - other                           |  |      | (7,115     | )    |   | (10,429  | )
|Decrease (Increase) in prepaid expenses                             |  |      | 38,533     |      |   | (238,650 | )
|Decrease (Increase) in inventories                                  |  |      | 3,346      |      |   | (126,641 | )
|(Decrease) in accounts payable                                      |  |      | (77,950    | )    |   | (13,361  | )
|(Decrease) in accrued expenses and other liabilities                |  |      | (19,468    | )    |   | (9,365   | )
|                                                                    |  |      |            |      |   |          |  
|Net cash used in operations                                         |  |      | (391,158   | )    |   | (616,612 | )
|                                                                    |  |      |            |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                |  |      |            |      |   |          |  
|Purchase of property and equipment                                  |  |      | (32,062    | )    |   |         |  
|Redemption of certificates of deposit                               |  |      |           |      |   | 600,182  |  
|                                                                    |  |      |            |      |   |          |  
|Net cash provided by (used in) investing activities                 |  |      | (32,062    | )    |   | 600,182  |  
|                                                                    |  |      |            |      |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                |  |      |            |      |   |          |  
|Proceeds from issuance of stock                                     |  |      | 1,000,000  |      |   |         |  
|Payment of financing fees related to convertible debentures         |  |      | (140,000   | )    |   |         |  
|Proceeds from note receivable                                       |  |      | 1,607      |      |   | 4,950    |  
|                                                                    |  |      |            |      |   |          |  
|Net cash provided by financing activities                           |  |      | 861,607    |      |   | 4,950    |  
|                                                                    |  |      |            |      |   |          |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                |  |      | 438,387    |      |   | (11,480  | )
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                     |  |      | 27,358     |      |   | 680,647  |  
|                                                                    |  |      |            |      |   |          |  
|CASH AND CASH EQUIVALENTS - END OF PERIOD                           |  | $    | 465,745    |      | $ | 669,167  |  
|                                                                    |  |      |            |      |   |          |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                   |  |      |            |      |   |          |  
|CASH PAID DURING THE PERIOD FOR:                                    |  |      |            |      |   |          |  
|Interest expense                                                    |  | $    |           |      | $ | 2,582    |  
|                                                                    |  |      |            |      |   |          |  
|Income Taxes                                                        |  | $    |           |      | $ |         |  
|                                                                    |  |      |            |      |   |          |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:                      |  |      |            |      |   |          |  
|Debt converted to equity                                            |  | $    | 259,206    |      | $ | 300,042  |  
|                                                                    |  |      |            |      |   |          |  
|Common stock for services to be provided                            |  | $    | 384,000    |      | $ |         |  
|                                                                    |  |      |            |      |   |          |  
|Common stock issued for accrued interest                            |  | $    | 6,433      |      | $ | 52,552   |  
|                                                                    |  |      |            |      |   |          |  

The accompanying notes are an integral part of the condensed
consolidated financial statements

9

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CONOLOG CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE THREE MONTHS ENDED OCTOBER 31, 2009 
(Unaudited)

Note 1  Unaudited Financial Statements

The condensed
unaudited interim consolidated financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. The condensed consolidated financial
statements and notes are presented as permitted on Form 10-Q and do not contain
information included in the Companys annual statements and notes. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the July 31, 2009 audited consolidated financial statements and the
accompanying notes thereto.

These
condensed unaudited consolidated financial statements reflect all adjustments,
including normal recurring adjustments, which, in the opinion of management,
are necessary to present fairly the operations and cash flows for the period
presented. Results of operations for the three months ended October 31, 2009
should not necessarily be taken as indicative of the results of operations that
may be expected for the fiscal year ending July 31, 2010.

Note 2  Conversion of Debt

On September
8, 2008, the Company reduced the exercise price of the warrants issued in
connection with the Subscription Agreement, dated March 12, 2007 (the
Subscription Agreement), from $1.20 per share to $0.50 per share. As a result
of the reduction of the warrant exercise price, pursuant to Section 12 (b) of
the Subscription Agreement, the conversion price of the Convertible Notes
issued in connection with the Subscription Agreement is now $0.50 per share.
Any shares in excess of the shares that already have been registered for sale
on conversion of the Notes will not be registered under the Securities Act of
1933, as amended, and, therefore, may not be offered for sale, pledged or
hypothecated in the absence of an effective registration statement or an
opinion of counsel reasonably satisfactory to the Company that such
registration is not required.

On March 9,
2009 the Maturity Date of the Convertible debt was extended from March 11, 2009
to August 31,2009. In addition, from the date of March 9, 2009 until
immediately after the Maturity Date, the holders may convert at a conversion
rate of 75% of the average closing bid prices for the five trading days
preceding the date of the Conversion Notice.

As a result of
the above reductions in exercise and conversion prices, for the three months
ended October 31, 2009 investors have converted $37,950 of debt for 46,592
common stock shares. The Company has recognized an Induced Conversion cost
related to these conversions of $31,208 for the three months ended October 31,
2009.

The Company
entered into a Subscription Agreement (the Subscription Agreement), dated as
of August 3, 2009 ( the Closing Date), with three investors, pursuant to
which it sold an aggregate of One Million Dollars of its principal amount of
secured promissory notes (the Notes). On the Closing Date the Company
received gross proceeds of $500,000 and $500,000 (the Escrowed Funds) was
placed in escrow pursuant to an Escrow Agreement between the Company, the
Subscribers and the escrow agent. Pursuant to the Subscription Agreement, the
Company was required to file a preliminary proxy statement with the Securities
and Exchange Commission by September 2, 2009 seeking approval for the
transactions contemplated by the Subscription Agreement and the Company was
obtained approval of its shareholders on September 24, 2009.

The Company
did receive the Escrowed Funds. Shareholder Approval was obtained and the amount
of the Note was decrease to $500,000 and the Escrowed Funds were not returned
to the Subscribers

The initial
interest rate of the Notes is 4% per annum and upon the shareholder Approval
the interest rate became 8% per annum. Interest accrues from the date of the
Closing Date and is be payable quarterly, in arrears, commencing six months
after the Closing Date and on the maturity date of the Note. The Conversion
Price of the Notes is $.78 (the Fixed Conversion Price) as may be adjusted
(the Initial Conversion Price). Commencing six months after the Closing Date,
the Conversion Price shall be the Fixed Conversion Price or 75% of the lowest
three closing bid prices for the Companys common stock for the ten days prior
to when the Note is converted.

The Company
also issued the Subscribers Class A Warrants to purchase 1,282,051 shares of
the Companys Common Stock at $1.12 per share. The Class A warrants are
exercisable for a period beginning on August 3, 2009 and terminate on August

10

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3, 2014.
Pursuant to the Subscription Agreement, the Company also issued the Subscribers
a total of 40,000 class B Warrants.

The Class B
Warrants entitle the Subscribers after September 24, 2009 until July 3, 2012,
to purchase up to $4,000,000 of principal amount of the Companys 8% notes on
the same terms as the original Notes and 40,000 warrants (exercisable in 1,000
blocks) to purchase 128,205 shares of the Companys Common Stock, per 1,000
Warrants, at a per share purchase price equal to 105 % of the closing bid price
of the Companys common stock or the exercise price of the Class A Warrants.
For each $100,000 of principal of notes purchased pursuant to the Class B
Warrants, the Subscribers will surrender 1,000 Class B Warrants.

The Notes
cannot be converted to the extent such conversion would cause the Subscriber,
together with such holders affiliates, to beneficially own in excess of 4.99%
of the of the Companys outstanding common stock immediately following such
conversion.

The Company
paid the selling agent for this transaction, a cash fee of $100,000 (10% of the
aggregate gross proceeds received by the Company) and issued warrants to
purchase 256,410 shares of the Companys common stock ( 20% of the shares
issuable to the subscribers upon conversion of the Notes). Fees paid to the
selling agent will be amortized over the term of the subscription agreement.

The Notes
cannot be converted to the extent such conversion would cause the Subscriber,
together with such holders affiliates, to beneficially own in excess of 4.99%
of the of the Companys outstanding common stock immediately following such
conversion.

The Company
also entered into a Security Agreement pursuant to which it granted the
Subscribers a security interest in its assets.

The security
interest granted pursuant to the Security Agreement will terminate when the
Approval is obtained or the Notes, including outstanding interest due thereon)
are repaid.

The Company
paid the selling agent for this transaction, a cash fee of $100,000 (10% of the
aggregate gross proceeds received by the Company) and issued warrants to
purchase 256,410 shares of the Companys common stock ( 20% of the shares
issuable to the subscribers upon conversion of the Notes).

At a Special
Meeting of Shareholders held on September 24, 2009, the Shareholder Approval
was obtained. As a result, the Escrowed Funds were released and after the
payment of fees in the amount of $50,000 to the placement agent for the
transaction. The Company received net proceeds of $450,000 (prior to the deduction
of other fees and expenses related to the Offering).

At the Special
Meeting of Shareholders held on September 24, 2009, Shareholder approval was
obtained for the Companys 2009 Restrictive Stock Incentive Plan.

On September
28, 2009, the Company entered into an Advisory Service Agreement with Garden
State Securities Inc. (GSS) to perform certain Advisory and Business services.
The Board of Directors has approved the Company to issue 200,000 restricted
common shares to GSS.

On October 21,
2009, Two holders of the Companys outstanding Convertible Notes dated August
3, 2009 converted principal amounts of $221,256 and interest amounts of $3,855
and issued a total of 288,605restricted common shares.

After the
above transactions, 3,180,846 shares of the Companys common stock will be
issued and outstanding.

11

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Note 3  Major Customers

The Companys
revenues from three customers accounted for $339,769 or 72% of total revenues
in the three months ended October 31, 2009. Each of these three customers accounted
for 10% or more of total revenues, which is the definition of a major customer.
Accounts receivable from these same three customers at October 31, 2009
amounted to $156,664 of 66.7% of total accounts receivable.

Note 4  Warrant and Conversion liabilities

Secured
promissory notes in the amount of $1,000,000 were issued on August 3, 2009 and
the 2,564,102 Class A common stock purchase warrant issued with these notes
contain a provisions where the conversion and exercise price may reset. This
provision creates a derivative and is separately accounted for as a liability
at fair value.

Note 5 Deferred compensation

Shares of
Restricted Common Stock are issued to Officers, Directors and employees.

These shares
are for future services to be preformed and they are fully vested and
non-cancellable. Management has
historically recorded the actual issuance of stock in the Equity section and
recognizes the cost over the period during which an employee is required to
provide services in exchange for the grant  the requisite service period. As
of the quarterly period ended October 31, 2009, the balance of the deferred
compensation has been fully amortized.

Note 6 - Loss Per Share of Common Stock

Loss per share
of common stock is computed by dividing net loss (after dividends on preferred
shares) by the weighted average number of shares of Common Stock outstanding
during the year. The preferred dividends are not reflected in arriving at the
net loss as they are not material and would have no effect on earnings per
share available to common shareholders. The effect of assuming the exchange of
Series A Preferred Stock and Series B Preferred Stock in 2009 and 2008 would be
anti-dilutive.

On February
25, 2009, the Companys shareholders approved the amendment to the companys
certificate of incorporation to effect a one-for-five reverse split of the
Companys common stock. The weighted average number of common shares
outstanding at October 31, 2008 has been restated to reflect this on a retro
active basis.

Note 7  Subsequent Events

On November
30, 2009, the Company filed a Preliminary Prospectus, Form S-1, subject to
completion. This prospectus relates to the public offering of up to 635,070
shares of common stock, par value $0.01 per share, of Conolog Corporation, by
the selling stockholder, which is issuable upon exercise of warrants with an
exercise price of $1.12. The number of shares being registered is 33% of the
shares held by non-affiliates of the company. The Form S-1 went effective as of
December 11, 2009.

12

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

FOR THE THREE MONTHS ENDED October 31, 2009

Product
revenues for the three months ended October 31, 2009 totaled $468,096,
representing an increase of 3% from $456,681 for the same period last year. The
Company attributes this increase to more timely order releases from utilities.

Cost of goods
sold (Material and Labor) for the three months ended October 31, 2009 and 2008
totaled $196,883 and $104,305 respectively. The Company attributes this
increase to an increase in labor costs and the delivery of newer upgraded
systems which carry a higher production cost.

Gross Profit
for the three months ended October 31, 2009 and 2008 amounted to $271,213 or 58%
and $352,376 or 77% respectively. This decrease in Gross Profit Percentage is
directly related to the increase in Cost of goods sold.

Total Selling,
general and administrative expenses for the three months ended October 31, 2009
amounted to $1,289,657, an increase of $770,513 from the same period last year.
The Company attributes this increase primarily to the amortization of the
annual employee stock incentive plan of $672,733 and increases of $62,334 for
professional fees and services.

Total Other expenses
for the three months ended October 31, 2009 amounted to $$3,979,570 compared to
$393,084 for the same period last year. This increase is attributed primarily
to non-cash non-operating expenses for interest related to equity derivative of
$2,783,227; Changes in fair market value of derivatives of $825,487;
amortization of debt of $340,508 and induced conversion costs of $31,208. As a
result of the foregoing, the Company reported a net loss applicable to common
shares of ($4,998,014) or ($2.32) per share compared to a net loss applicable
to common shares of ($559,852) or ($0.90), as restated, per share for the three
months ended October 31, 2009 and 2008, respectively.

LIQUIDITY AND FINANCIAL CONDITION

Inventories
from the Companys product segment decreased from $1,395,452 at July 31, 2009
to $1,392,106 for the three months ended October 31, 2009, a decrease of
$3,346.

Accounts
Receivable-trade decreased to $233,634 for the three months ended October 31,
2009 from $245,980 as of July 31, 2009.

The
Company expects to meet its cash requirements for the next twelve months
through existing cash balances and cash generated from operations. The Company
will receive additional funds from the sale of State NOLs within the current
calendar year of $323,000. The Company also anticipates additional financing
during the next 12 months of up to $4,000,000 from current investors.

STATEMENT REGARDING PRESENT OPERATIONS

There
were no material changes in the nature of the operations of the Registrant
during the three months ended October 31, 2009. Detailed information is
contained in the Registrants annual report on Form 10-K for the fiscal year
ended July 31, 2009.

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

13

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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 QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4T  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and
Procedures

It is
managements responsibility to establish and maintain adequate internal control
over all financial reporting pursuant to Rule 13a-15 under the Securities
Exchange Act of 1934 (the Exchange Act). Our management, including our
principal executive officer and our principal financial officer, have reviewed
and evaluated the effectiveness of our disclosure controls and procedures as of
the filing date of Form 10-K Annual Report. Based upon their evaluation as of
the end of the period covered by this report, the Companys chief executive
officer and chief financial officer concluded that, the Companys disclosure
controls and procedures are not effective to ensure that information required
to be included in the Companys periodic SEC filings is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms.

The Companys
board of directors was advised by Management, that during their review of audit
procedures for fiscal 2009 Management identified a material weakness in the
Companys internal control over financial reporting.

The deficiency
consisted primarily of inadequate staffing and supervision that could lead to
the untimely identification and resolution of accounting and disclosure matters
and failure to perform timely and effective reviews. However, the size of the
Company prevents us from being able to employ sufficient resources to enable us
to have adequate segregation of duties within our internal control system.
Management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Changes in Internal Control over Financial
Reporting

There were no
changes in our internal control over financial reporting that occurred during
the period covered by this Quarterly Report on Form 10Q that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

14

---



Managements Report on Internal Control over
Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting and for the assessment of the effectiveness of internal
control over financial reporting. Our internal control system was designed to
provide reasonable assurance to our management and Board of Directors regarding
the preparation and fair presentation of published financial statements. Our
management assessed the effectiveness of our internal control over financial
reporting as of July 31,2009. In making this assessment, it used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control 
Integrated Framework.Based on our assessment our management has
concluded that our control and procedures were not effective as of the end of
the period covered by this Report due to the existence of the significant
internal control deficiencies described below.

The deficiency
consisted primarily of inadequate staffing and supervision that could lead to
the untimely identification and resolution of accounting and disclosure matters
and failure to perform timely effective reviews. This annual report does not
include an attestation report of the Companys registered accounting firm
regarding internal control over financial reporting. Managements report was
not subject to attestation by the Companys registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission.

PART II - OTHER INFORMATION

Item 1. Legal
Proceedings -None

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds: During the quarter
ended October 31, 2009, two Note Holders exercised conversion rights to convert
$259,206 principal and $6,433 of interest to 338,363 unregistered shares of
common stock. In connection with the foregoing, the Company relied upon the
exemption from securities registration afforded by Rule 506 of Regulation D as
promulgated by the SEC under the Securities Act of 1933, as amended (the
Securities Act) an/or Section 4(2) of the Securities Act. No advertising or
general solicitation was employed in offering the securities. The offerings and
sales were made to a limited number of persons, all of whom were accredited
investors, and transfer was restricted by the Company in accordance with the
requirements of the Securities Act of 1933.

Item 3.
Defaults upon Senior Securities  None

ITEM 4 -
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At
a Special Meeting of Shareholders held on September 24, 2009, the Shareholder
Approval was obtained. As a result, the Escrowed Funds related to the August 3rd
Subscription Agreement were released and after the payment of fees in the
amount of $50,000 to Garden State Securities, Inc., the placement agent for the
transaction, the Company received net proceeds of $450,000 (prior to the
deduction of other fees and expenses related to the Offering).

15

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At
the Special Meeting of Shareholders held on September 24, 2009, Shareholder
approval was obtained for the Companys 2010 Restrictive Stock Incentive Plan.

ITEM 5. Other
Information  None

ITEM 6. Exhibits

|                |  |                                                                                                                           | 
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit
 Number |  | Description                                                                                                               | 
|                |  |                                                                                                                           | 
|31.1            |  | Certification
 of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act                              
|31.2            |  | Certification
 of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act                              
|32              |  | Certification
 of Chief Executive Officer and Chief Financial Officer pursuant to Section
 906 of the Sarbanes Oxley Act.

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:
 April 16, 2010 |                                         | By /s/
 Robert S. Benou | 
|                      |                                         |                         | 
|                      | Robert S.
 Benou                       
|                      | Chairman,
 Chief Executive Officer,    
|                      | (Principal
 Executive Officer)         
|                      | Chief
 Financial Officer and Treasurer,
|                      | (Chief
 Accounting Officer)            

16

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