EXHIBIT 31(2)

                                  CERTIFICATION

                                       OF

                             CHIEF OPERATING OFFICER

                        PURSUANT TO U.S.C. SECTION 1350.

                         ADOPTED PURSUANT TO SECTION 302

                        OF THE SARBANES-OXLEY ACT OF 2003

I, Marc Benou, certify that:

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

      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 this 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)) for the small
business issuer and have:

            a) Designed such disclosure controls and procedures, or caused such
internal 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, particular during the period which this report is being
prepared;

            b) Evaluated the effectiveness of the small business issuer
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosures controls and procedures, as of the
end of the period covered by this quarterly report on such evaluation; and

            c) Disclosed in this report any change in the small business
issuer's 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 The small business issuer registrant's
other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial
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reporting, to the small business issuer's auditors and the audit committee of
registrant's board of directors (or persons performing the applicable equivalent
functions):

            d) All significant deficiencies and material weakness in the design
or operation of internal controls over financial reporting which are reasonable
likely to adversely affect the small business issuer's ability to record,
process, summarize and report information; and Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the small business issuer's over financial reporting.

      5. I have indicated in this quarterly report whether or not there are
significant changes in internal controls or in factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation
including any corrective action or regard to significant deficiencies and
material weaknesses.


Date: December 15, 2003                     By: /s/ MARC BENOU
                                                --------------
                                                Marc Benou
                                            Chief Operating Officer,
                                            President and Secretary