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                                                                   EXHIBIT 31(2)

CERTIFICATION PURSUANT TO RULE 13-14A

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

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

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

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

          4.   The small business issuer's other certifying officer and I are
               responsible for establishing and maintaining disclosure controls
               and procedures (as defined in Exchange Act Rules 13a-15(e) and
               15d-15(e) and internal control over financial reporting ( as
               defined in Exchange Act Rules13(a)-15(f) for the small business
               issuer and have:

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

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

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

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

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

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


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

Date: March 11, 2005


                                                   /s/ Marc. Benou
                                                   -----------------------------
                                                   Robert Benou
                                                   Chief Operating Officer,
                                                      President and Secretary


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