SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

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

FOR THE QUARTERLY PERIOD ENDED October 31, 2007

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

For the transition period from ______________ to ____________________

Commission file number 0-8174

Conolog Corporation(Exact name of registrant as specified in its charter)

|                                              |  |                                       
|--------------------------------------------- |  | --------------------------------------
|Delaware                                      |  | 22-1847286                            
|(State or other jurisdiction of organization) |  | (I. R. S. Employer Identification No.)

5 Columbia RoadSomerville, NJ 08876(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (908) 722-8081

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such filing requirement for the past 90 days.YES x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS.

Indicate by check mark
whether the registrant has filed all documents and reports required to be filed
by Sections 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequently
to the  distribution of securities under a plan
confirmed by a court. YES ______ NO  _______

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

|                        |  |                                  
|----------------------- |  | ---------------------------------
|                        |  | Shares Outstanding at December 8,
|                        |  | 2007                             
|Class                   |  | (Inclusive of Treasury Stock)    
|                       
|Common Stock, $0.01 par |  | 5,718,664                        
|value                   |  |                                  



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INDEX

|        |                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------
|PART I  | FINANCIAL INFORMATION                                                                               
|        |                                                                                                     
|Item 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                         
|        |                                                                                                     
|        | Condensed Consolidated Balance Sheets as of October 31, 2007 (Unaudited) and July 31, 2007 (Audited)
|        |                                                                                                     
|        | Condensed Consolidated Statement of Operations for
the three months ended October 31, 2007 and 2006 
|        | (Unaudited)                                                                                         
|        |                                                                                                     
|        | Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2007 and 2006
|        | (Unaudited)                                                                                         
|        |                                                                                                     
|        | Notes to Condensed Consolidated Financial Statements                                                
|        |                                                                                                     
|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF                          
|        | OPERATIONS AND FINANCIAL CONDITION                                                                  
|        |                                                                                                     
|Item 3. | CONTROLS AND PROCEDURES                                                                             
|        |                                                                                                     
|PART II | OTHER INFORMATION                                                                                   
|        |                                                                                                     
|Item 1. | LEGAL PROCEEDINGS                                                                                   
|        |                                                                                                     
|Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                         
|        |                                                                                                     
|Item 3. | DEFAULTS UPON SENIOR SECURITIES                                                                     
|        |                                                                                                     
|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                 
|        |                                                                                                     
|Item 5. | OTHER INFORMATION                                                                                   
|        |                                                                                                     
|Item 6. | EXHIBITS                                                                                            
|        |                                                                                                     
|        | SIGNATURES AND CERTIFICATIONS                                                                       



2

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CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets
(unaudited)

|ASSETS                                               |  | October 31, 2007 |            | July 31, 2007 |  
|---------------------------------------------------- |  | ---------------- | ---------- | ------------- | -
|                                                     |  | (Unaudited)      |            | (Audited)     |  
|Current Assets:                                      |  |                  |            |               |  
|Cash and cash equivalents                            |  | $                | 1,164,345  |               | $
|Certificate of Deposit                               |  |                  | 1,024,417  |               |  
|Accounts receivable - net of allowance               |  |                  | 81,512     |               |  
|Prepaid expenses                                     |  |                  | 32,896     |               |  
|Accounts receivable - other                          |  |                  | -          |               |  
|Current portion of note receivable                   |  |                  | 14,864     |               |  
|Inventory                                            |  |                  | 450,165    |               |  
|Other current assets                                 |  |                  | 445,136    |               |  
|                                                     |  |                  |            |               |  
|Total Current Assets                                 |  |                  | 3,213,335  |               |  
|                                                     |  |                  |            |               |  
|Property and equipment:                              |  |                  |            |               |  
|Machinery and equipment                              |  |                  | 1,357,053  |               |  
|Furniture and fixtures                               |  |                  | 429,765    |               |  
|Automobiles                                          |  |                  | 34,097     |               |  
|Computer software                                    |  |                  | 209,380    |               |  
|Leasehold improvements                               |  |                  | 30,265     |               |  
|Total property and equipment                         |  |                  | 2,060,560  |               |  
|Less: accumulated depreciation                       |  |                  | (1,933,725 | )             |  
|Net Property and Equipment                           |  |                  | 126,835    |               |  
|                                                     |  |                  |            |               |  
|Other Assets:                                        |  |                  |            |               |  
|Deferred financing fees, net of
        amortization |  |                  | 673,585    |               |  
|Note receivable, net of current
        portion      |  |                  | 91,663     |               |  
|                                                     |  |                  |            |               |  
|Total Other Assets                                   |  |                  | 765,248    |               |  
|                                                     |  |                  |            |               |  
|TOTAL ASSETS                                         |  | $                | 4,105,418  |               | $



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

3

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CONOLOG CORPORATION
AND SUBSIDIARIESCondensed Consolidated Balance Sheets
(unaudited)

|LIABILITIES & STOCKHOLDERS'
            EQUITY                               |  | October 31, 2007 |             |   | July 31, 2007 |            
|---------------------------------------------------------------------------- |  | ---------------- | ----------- | - | ------------- | -----------
|                                                                             |  | (Unaudited)      |             |   | (Audited)     |            
|Current Liabilities:                                                         |  |                  |             |   |               |            
|Accounts payable                                                             |  | $                | 90,526      |   | $             | 134,112    
|Accrued
    expenses                                                         |  |                  | -           |   |               | 27,433     
|Total Current Liabilities                                                    |  |                  | 90,526      |   |               | 161,545    
|                                                                             |  |                  |             |   |               |            
|                                                                             |  |                  |             |   |               |            
|Non-Current Liabilities:                                                     |  |                  |             |   |               |            
|                                                                             |  |                  |             |   |               |            
|Convertible Debenture - net
        of discount                              |  |                  | 894,446     |   |               | 1,226,605  
|Total Liabilities                                                            |  |                  | 984,972     |   |               | 1,388,150  
|                                                                             |  |                  |             |   |               |            
|                                                                             |  |                  |             |   |               |            
|Stockholders' Equity                                                         |  |                  |             |   |               |            
|Preferred stock, par value $.50;
        Series A; 4% cumulative;            |  |                  |             |   |               |            
|162,000 shares authorized;
        155,000 shares issued and                 |  |                  |             |   |               |            
|outstanding at October 31,
        2007 and July 31, 2007 , respectively     |  |                  | 77,500      |   |               | 77,500     
|Preferred stock, par value $.50;
        Series B; $.90 cumulative;          |  |                  |             |   |               |            
|2,000,000 shares authorized;
        1,197 shares issued and outstanding     |  |                  |             |   |               |            
|at October 31, 2007 and July
        31, 2007 , respectively.                |  |                  | 597         |   |               | 597        
|Common stock, par value $0.01;
        30,000,000 shares authorized;         |  |                  |             |   |               |            
|4,765,664 and 3,875,542 shares
        issued and outstanding at             |  |                  |             |   |               |            
|October 31, 2007
        and July 31, 2007 respectively including 220 shares |  |                  |             |   |               |            
|held in treasury.                                                            |  |                  | 47,656      |   |               | 38,756     
|Contributed capital                                                          |  |                  | 46,917,720  |   |               | 44,736,087 
|Accumulated deficit                                                          |  |                  | (42,711,293 | ) |               | (39,852,328
|Treasury shares at cost                                                      |  |                  | (131,734    | ) |               | (131,734   
|Deferred compensation                                                        |  |                  | (989,550    | ) |               | (1,319,400 
|Prepaid consulting                                                           |  |                  | (90,450     | ) |               | (120,600.00
|                                                                             |  |                  |             |   |               |            
|Total Stockholders Equity                                                   |  |                  | 3,120,446   |   |               | 3,428,878  
|                                                                             |  |                  |             |   |               |            
|TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                         |  | $                | 4,105,418   |   | $             | 4,817,028  



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

4

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

|                                                      |  |   | For the Three
          Months |  
|----------------------------------------------------- |  | - | ------------------------------ | -
|                                                      |  |   | Ended Octrober
          31,   |  
|                                                      |  |   | 2007                           |  
|OPERATING REVENUES                                    |  |   |                                |  
|Product revenue                                       |  | $ | 184,553                        |  
|                                                      |  |   |                                |  
|Cost of product revenue                               |  |   |                                |  
|Materials and Labor used
        in production        |  |   | 103,149                        |  
|Write down of obsolete inventory
        parts        |  |   | 100,000                        |  
|Total Cost of product
          revenue               |  |   | 203,149                        |  
|                                                      |  |   |                                |  
|Gross Loss                                            |  |   | (18,596                        | )
|                                                      |  |   |                                |  
|Selling, general and administrative
        expenses  |  |   | 872,387                        |  
|                                                      |  |   |                                |  
|Loss Before Other Income
          (Expense)          |  |   | (890,983                       | )
|                                                      |  |   |                                |  
|OTHER INCOME (EXPENSE)                                |  |   |                                |  
|Interest expense                                      |  |   | (38                            | )
|Interest income                                       |  |   | 16,614                         |  
|Induced conversion cost                               |  |   | (944,362                       | )
|Write off of discount on
        converted debt       |  |   | (705,088                       | )
|Amortization of deferred
        loan discount        |  |   | (208,923                       | )
|Amortization of deferred
        loan cost            |  |   | (126,185                       | )
|                                                      |  |   |                                |  
|Total Other Income (Expense)                          |  |   | (1,967,982                     | )
|                                                      |  |   |                                |  
|                                                      |  |   |                                |  
|NET LOSS APPLICABLE TO
          COMMON SHARES        |  | $ | (2,858,965                     | )
|                                                      |  |   |                                |  
|NET LOSS PER BASIC AND
          DILUTED COMMON SHARE |  | $ | (0.68                          | )
|                                                      |  |   |                                |  
|WEIGHTED AVERAGE NUMBER
          OF COMMON           |  |   |                                |  
|SHARES OUTSTANDING                                    |  |   | 4,222,594                      |  

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

5

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|CONOLOG CORPORATION
          AND SUBSIDIARIES                
|--------------------------------------------------------------
|Condensed Consolidated
          Statements of Cash Flows     
|For The Three Months
          Ended October 31, 2007 and 2006
|(Unaudited)                                                   
|                                                              
|CASH FLOWS FROM OPERATING
          ACTIVITIES                
|Net loss                                                      
|Adjustments to reconcile
          net loss to net cash       
|used in operations:                                           
|Depreciation                                                  
|Amortization of deferred
        compensation                 
|                                                              
|Amortization of prepaid consulting
        expense            
|                                                              
|Write off of discount on
        converted debt               
|                                                              
|Induced conversion cost                                       
|                                                              
|Amortization of discount
        on debenture                 
|                                                              
|Write down of obsolete inventory                              
|Changes in assets and
          liabilities                   
|(Increase) decrease in accounts
        receivable            
|                                                              
|(Increase) in accounts receivable
        - other             
|                                                              
|(Increase) decrease in prepaid
        expenses               
|(Increase) in inventories                                     
|                                                              
|Deferred loan closings costs                                  
|Increase (decrease) in accounts
        payable               
|Decrease in accrued expenses
        and other liabilities    
|Net cash used in operations                                   
|CASH FLOWS FROM FINANCING
          ACTIVITIES                
|                                                              
|Proceeds from issuance of
        stock and warrants          
|                                                              
|Proceeds from note receivable                                 
|Net cash provided by financing
          activities           
|NET DECREASE IN CASH AND
          CASH EQUIVALENTS           
|CASH AND CASH EQUIVALENTS
          - BEGINNING OF PERIOD     
|                                                              
|CASH AND CASH EQUIVALENTS
          - END OF PERIOD           
|SUPPLEMENTAL DISCLOSURE
          OF CASH FLOW INFORMATION:   
|CASH PAID DURING THE YEAR
          FOR:                      
|                                                              
|Interest expense                                              
|Income Taxes                                                  
|SUPPLEMENTAL DISCLOSURE
          OF NONCASH ACTIVITIES:      
|Debt converted to equity                                      
|Common stock issued for deferred
        compensation         

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

6

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Note 1  Unaudited Financial Statements

These condensed consolidated
financial statements should be read in conjunction with the audited financial
statements included in the Annual Report on Form 10-KSB for the year ended July
31,  2007. Since certain information and footnote disclosures normally included
in condensed financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to the instructions to Form
10-QSB of  Regulation S-B as promulgated by the Securities and Exchange Commission,
these condensed consolidated financial statements specifically refer to the footnotes
to the condensed consolidated financial statements of the Company as of October
31, 2007. In  the opinion of management, these unaudited interim condensed consolidated
financial statements reflect all adjustments and disclosures necessary for a
fair statement of the financial position and results of operations and cash flows
of the Company  for the interim periods presented. Such adjustments consisted
only of those of a normal recurring nature. Results of operations for the three
months ended October 31, 2007 should not necessarily be taken as indicative of
the results of operations  that may be expected for the fiscal year ending July
31, 2008

Note 2  Conversion of Debt

On March 12, 2007 a private placement of an aggregate of $2,825,000, principal amount, of Convertible Debentures was placed with 8 investors. The Convertible Debentures, subject to stockholder approval as required by
any applicable Nasdaq rules, the Convertible Debentures are convertible into an aggregate of 1,412,500 shares of the common stock of the Company.

The Conversion Price of the Convertible Debentures is $2.00 per share. The investors have also received warrants to purchase an aggregate of 1,412,500 shares of the Companys common stock at an exercise price of
$2.88 per share, exercisable beginning at any time on the sooner of September 8, 2007 or the date the Companys stockholders approves the issuance of the Companys common stock issuable on conversion of the Convertible Debentures (if
such approval is required by the applicable rules of the Nasdaq) through the fifth anniversary of the issuance. In addition, the selling agent (including certain of its employees and affiliates) was granted a warrant to acquire 282,500 shares of the
Companys common stock. The Company received net proceeds of $2,487,500.

On September 7, 2007, the Companys Board of Directors voted unanimously to adjust the original conversion price of their outstanding debentures from $2.00 to $1.40. Resulting in the reduction in Notes payable
of $ 1,246,171.

Note 3 Subsequent Event

On November 2, 2007 the Company issued and sold in a private placement (the Private Placement), an aggregate of 953,000 shares of common stock (the Common Shares) at a purchase price of $1.40 per
share, and warrants to purchase 476,500 shares of the Companys common stock, which are exercisable for a period of a period commencing six months from November 2, 2007 to five years from November 2, 2007, at an exercise price of $1.66 per
share (the Subscriber Warrants). From the sale of the Common Shares, the Company received net proceeds of $1,163,268 after deducting our attorneys' fees, printing fees and other miscellaneous fees related to the Private
Placement.

7

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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, 2007

Product revenues for the three months ended October 31, 2007 totaled $184,553 representing a net increase of 44.5% from the $127,661 reported for the same three-month period last year.
The Company attributes this to increased order releases from utilities.

Product Cost (Material
and Direct Labor) for the three months ended October 31, 2007 totaled $103,149
or 56% ofrevenue.

For the quarter ended October 31, 2007 the Company, in accordance with its inventory management policy, expensed $100,000 of cost relating to inventory parts which had become
obsolete.

Gross (loss) for products for the three months ended October 31, 2007 amounted to ($18,596), a direct result of the inventory write-down.

Selling, general and administrative expenses for the three months ended October 31, 2007 was $872,387 which included the expensing of capitalized research and development costs and an
increase in marketing cost to introduce the new series of CM-100 platform.

Other expenses for the three-month period included a non-cash expense related to the induced conversion cost of $944,362; and non-cash charges of $705,088 for deferred debenture
discount, $208,923 for amortization of deferred debenture discount and $126,185 for amortization of deferred debenture costs.

As a result of the foregoing, the Company reported a net loss from operations of ($2,858,965) or ($.68) per share compared to a loss of ($710,613) or ($0.41) per share for the
three months ended October 31, 2007 and 2006, respectively.

LIQUIDITY AND FINANCIAL CONDITION

Inventories from the
Companys product segment decreased from $538,854 at July 31, 2007 to $450,165
for the three months ended October 31, 2007, a net decrease of $88,689,
which is attributed to the Companys inventory obsolescence management policy.

Accounts Receivable-trade increased to $81,512 for the three months ended October 31, 2007 from $64,768 as of July 31, 2007. This increase is attributed to sales orders shipped during
the quarter.

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

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, 2007. Detailed information is contained in the Registrants
annual report on Form 10-KSB for the fiscal year ended July 31, 2007.

FORWARD LOOKING STATEMENTS

This quarterly report contains certain forward-looking statements within the meaning of Section 27A of The Securities Act of 1933, as amended and section 21E of The Securities Act
of 1934, as amended. Such Statements are subject to certain risks and uncertainties, including, among other things, significant variations in recognizing revenue due to customer-caused delays, and intense competition from more well known companies,
that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as
of the date made.  The Company wishes to advise readers that the factors listed above, among other factors, could affect the Companys financial performance and could cause the Companys actual results for future periods to differ
materially from any opinions or statements expressed with respect to future periods in any current statements.  The Company does not undertake, and specifically declines any obligations, to publicly release the results of any revisions, which may be
made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of unanticipated events.

8

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ITEM 3  CONTROLS AND PROCEDURES
     (a) Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, the Company carried out an evaluation, under the supervision and with the participation of the Companys management,
including the Companys principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined under Rule 13a-15 (e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Companys principal executive officer and principal financial officer concluded that the Companys disclosure controls and
procedures are effective for gathering, analyzing and disclosing the information we are required to disclose under the Securities and Exchange Act of 1934.

(b) Changes in internal controls

There have been no significant changes in the Companys internal controls or, to its knowledge, in other factors that could significantly affect internal controls subsequent to the date
the Company carried out its evaluation.

PART II - OTHER INFORMATION

1. Legal Proceedings Meyers Associates, L.P. v. Conolog Corporation, Supreme Court of the State of New York, County of New York Index No.
600824/07

On December 3, 2007 Conolog filed a Memorandum of Law In Support of Conologs Motion To Dismiss, Or, in the Alternative, for Summary Judgment.

2. Unregistered Sales of Equity Securities and Use of Proceeds  None

3. Defaults upon Senior Securities  None

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

5. Other Information  None

6 . Exhibits

|Exhibit Number | Description                                                                                                            
|-------------- | -----------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                        
|31             | Certification of Chief Executive Officer and 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: December 14, 2007 |  | By /s/ Robert S. Benou               
|                        |  | Robert S. Benou                      
|                        |  | Chairman, Chief Executive Officer,   
|                        |  | Chief Financial Officer and Treasurer

9

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