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 April 30, 2008

( )   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 June 9, 2008
|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 April 30, 2008 (Unaudited) and July 31, 2007 (Audited)         
|        |  |                                                                                                            
|        |  | Condensed Consolidated Statements of Operations for the three and nine months ended April 30, 2008 and 2007
|        |  | (Unaudited)                                                                                                
|        |  |                                                                                                            
|        |  | Condensed Consolidated Statements of Cash Flows for the nine months ended April 30, 2008 and 2007          
|        |  | (Unaudited)                                                                                                
|        |  |                                                                                                            
|        |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                           
|        |  |                                                                                                            
|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 SUBSIDIARIES  Condensed Consolidated Balance Sheets


|                                             |  |   |                |   |   |               |  
|-------------------------------------------- |  | - | -------------- | - | - | ------------- | -
|                                             |  |   |                |   |   |               |  
|ASSETS                                       |  |   | April 30, 2008 |   |   | July 31, 2007 |  
|                                             |  |   | (Unaudited)    |   |   | (Audited)     |  
|Current Assets:                              |  |   |                |   |   |               |  
|Cash and Cash equivalents                    |  | $ | 288,403        |   | $ | 687,011       |  
|Certificate of deposit                       |  |   | 1,821,052      |   |   | 2,037,330     |  
|Accounts receivable, net of allowance        |  |   | 241,621        |   |   | 64,768        |  
|Prepaid expenses                             |  |   | 64,671         |   |   | 2,320         |  
|Current portion of note receivable           |  |   | 14,864         |   |   | 14,864        |  
|Inventory                                    |  |   | 738,851        |   |   | 538,854       |  
|Other current assets                         |  |   | 466,803        |   |   | 445,136       |  
|                                            
|Total Current Assets                         |  |   | 3,636,265      |   |   | 3,790,283     |  
|                                            
|Property and equipment:                      |  |   |                |   |   |               |  
|Machinery and equipment                      |  |   | 1,357,053      |   |   | 1,357,053     |  
|Furniture and fixtures                       |  |   | 429,765        |   |   | 429,765       |  
|Automobiles                                  |  |   | 34,097         |   |   | 34,097        |  
|Computer software                            |  |   | 209,380        |   |   | 209,380       |  
|Leasehold improvements                       |  |   | 30,265         |   |   | 30,265        |  
|Total property and equipment                 |  |   | 2,060,560      |   |   | 2,060,560     |  
|Less: accumulated depreciation               |  |   | (1,945,725     | ) |   | (1,927,725    | )
|Net Property and Equipment                   |  |   | 114,835        |   |   | 132,835       |  
|                                            
|Other Assets:                                |  |   |                |   |   |               |  
|Deferred financing fees, net of amortization |  |   | 421,215        |   |   | 799,770       |  
|Note receivable, net of current portion      |  |   | 84,225         |   |   | 94,140        |  
|                                            
|Total Other Assets                           |  |   | 505,440        |   |   | 893,910       |  
|                                            
|TOTAL ASSETS                                 |  | $ | 4,256,540      |   | $ | 4,817,028     |  

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



3

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CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheet, Continued

|                                                                   |  |   |                |   |   |               |  
|------------------------------------------------------------------ |  | - | -------------- | - | - | ------------- | -
|LIABILITIES AND STOCKHOLDERS' EQUITY                               |  |   | April 30, 2008 |   |   | July 31, 2007 |  
|                                                                   |  |   | (Unaudited)    |   |   | (Audited)     |  
|Current Liabilities:                                               |  |   |                |   |   |               |  
|Accounts payable                                                   |  | $ | 65,346         |   | $ | 134,112       |  
|Accrued expenses                                                   |  |   | -              |   |   | 27,433        |  
|Total Current Liabilities                                          |  |   | 65,346         |   |   | 161,545       |  
|                                                                  
|                                                                  
|Non-Current Liabilities:                                           |  |   |                |   |   |               |  
|                                                                  
|Convertible Debenture, net of discount                             |  |   | 1,176,477      |   |   | 1,226,605     |  
|Total Liabilities                                                  |  |   | 1,241,823      |   |   | 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 April 30, 2008 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 April 30, 2008 and July 31, 2007 , respectively.                |  |   | 597            |   |   | 597           |  
|Common stock, par value $0.01; 30,000,000 shares authorized;       |  |   |                |   |   |               |  
|5,718,664 and 3,875,542 shares issued and
outstanding at           |  |   |                |   |   |               |  
|April 30, 2008 and July 31, 2007 respectively
including 220 shares |  |   |                |   |   |               |  
|held in treasury.                                                  |  |   | 57,187         |   |   | 38,756        |  
|Contributed capital                                                |  |   | 48,242,389     |   |   | 44,736,087    |  
|Accumulated deficit                                                |  |   | (44,871,222    | ) |   | (39,852,328   | )
|Treasury shares at cost                                            |  |   | (131,734       | ) |   | (131,734      | )
|Deferred compensation                                              |  |   | (329,850       | ) |   | (1,319,400    | )
|Prepaid consulting                                                 |  |   | (30,150        | ) |   | (120,600      | )
|                                                                  
|Total Stockholders Equity                                         |  |   | 3,014,717      |   |   | 3,428,878     |  
|                                                                  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         |  | $ | 4,256,540      |   | $ | 4,817,028     |  

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

4



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CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Operations(Unaudited)

|                                                 |  |   |                      |   |   |                     |   |   |            |   |   |            |  
|------------------------------------------------ |  | - | -------------------- | - | - | ------------------- | - | - | ---------- | - | - | ---------- | -
|                                                 |  |   | For the Three Months |   |   | For the Nine Months |  
|                                                 |  |   | Ended April 30,      |   |   | Ended April 30,     |  
|                                                 |  |   | 2008                 |   |   | 2007                |   |   | 2008       |   |   | 2007       |  
|OPERATING REVENUES                               |  |   |                      |   |   |                     |   |   |            |   |   |            |  
|Product revenue                                  |  | $ | 361,308              |   | $ | 135,708             |   | $ | 884,035    |   | $ | 408,032    |  
|                                                
|Cost of product revenue                          |  |   |                      |   |   |                     |   |   |            |   |   |            |  
|Materials and labor used in production           |  |   | 55,263               |   |   | 54,686              |   |   | 251,865    |   |   | 192,494    |  
|Write down of obsolete inventory parts           |  |   | -                    |   |   | 300,000             |   |   | 100,000    |   |   | 776,802    |  
|Total Cost of product revenue                    |  |   | 55,263               |   |   | 354,686             |   |   | 351,865    |   |   | 969,296    |  
|                                                
|Gross Profit (Loss) from Operations              |  |   | 306,045              |   |   | (218,978            | ) |   | 532,170    |   |   | (561,264   | )
|Selling, general and administrative expenses     |  |   |                      |   |   |                     |   |   |            |   |   |            |  
|General and adminitsrative                       |  |   | 390,438              |   |   | 561,036             |   |   | 1,116,296  |   |   | 1,009,607  |  
|Stock compensation                               |  |   | 329,850              |   |   | 44,425              |   |   | 1,108,880  |   |   | 158,675    |  
|Stock compliance                                 |  |   | 48,222               |   |   | 366,811             |   |   | 215,014    |   |   | 585,569    |  
|Research and development                         |  |   | -                    |   |   | -                   |   |   | 77,262     |   |   | 92,139     |  
|Professional fees                                |  |   | 61,838               |   |   | 98,399              |   |   | 285,957    |   |   | 267,916    |  
|Marketing and trade shows                        |  |   | 76,366               |   |   | 108,248             |   |   | 292,296    |   |   | 351,919    |  
|Total Selling, general and admintrative expenses |  |   | 906,714              |   |   | 1,178,919           |   |   | 3,095,705  |   |   | 2,465,825  |  
|Loss Before Other Income (Expenses)              |  |   | (600,669             | ) |   | (1,397,897          | ) |   | (2,563,535 | ) |   | (3,027,089 | )
|OTHER INCOME (EXPENSES)                          |  |   |                      |   |   |                     |   |   |            |   |   |            |  
|Interest expense                                 |  |   | (3,972               | ) |   | -                   |   |   | (15,323    | ) |   | -          |  
|Interest income                                  |  |   | 30,017               |   |   | 34,104              |   |   | 78,924     |   |   | 93,559     |  
|Induced conversion cost                          |  |   | -                    |   |   | -                   |   |   | (944,362   | ) |   | (2,705,457 | )
|Write off of discount on converted debt          |  |   | -                    |   |   | -                   |   |   | (705,088   | ) |   | -          |  
|Amortization of deferred loan discount           |  |   | (141,016             | ) |   | (168,247            | ) |   | (490,955   | ) |   | (559,827   | )
|Amortization of deferred loan cost               |  |   | (126,185             | ) |   | (84,178             | ) |   | (378,555   | ) |   | (258,325   | )
|Total Other Income (Expense)                     |  |   | (241,156             | ) |   | (218,321            | ) |   | (2,455,359 | ) |   | (3,430,050 | )
|Loss before provision for income taxes           |  | $ | (841,825             | ) | $ | (1,616,218          | ) | $ | (5,018,894 | ) | $ | (6,457,139 | )
|Provision for income taxes                       |  |   | -                    |   |   | -                   |   |   | -          |   |   | -          |  
|NET LOSS APPLICABLE TO COMMON SHARES             |  | $ | (841,825             | ) | $ | (1,616,218          | ) | $ | (5,018,894 | ) | $ | (6,457,139 | )
|NET LOSS PER BASIC AND DILUTED COMMON SHARE      |  | $ | (0.15                | ) | $ | (0.53               | ) | $ | (0.96      | ) | $ | (3.26      | )
|WEIGHTED AVERAGE NUMBER OF COMMON                |  |   |                      |   |   |                     |   |   |            |   |   |            |  
|SHARES OUTSTANDING                               |  |   | 5,718,664            |   |   | 3,074,894           |   |   | 5,212,856  |   |   | 1,981,605  |  

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



5



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CONOLOG CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE NINE MONTHS ENDED April 30, 2008 AND 2007(Unaudited)

|                                                    |  |   |            |   |   |            |  
|--------------------------------------------------- |  | - | ---------- | - | - | ---------- | -
|                                                    |  |   | 2008       |   |   | 2007       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                |  |   |            |   |   |            |  
|Net loss                                            |  | $ | (5,018,894 | ) | $ | (6,457,139 | )
|Adjustments to reconcile
net loss to net cash       |  |   |            |   |   |            |  
|used in operations:                                 |  |   |            |   |   |            |  
|Depreciation                                        |  |   | 18,000     |   |   | 24,500     |  
|Amortization of deferred
compensation               |  |   | 989,550    |   |   | 46,125     |  
|Amortization of prepaid
consulting expense          |  |   | 90,450     |   |   | -          |  
|Write off of discount
on converted debt             |  |   | 705,088    |   |   | -          |  
|Induced conversion cost                             |  |   | 944,362    |   |   | 2,705,457  |  
|Shares issued for services                          |  |   | -          |   |   | 51,250     |  
|Amortization of discount
on debenture               |  |   | 490,955    |   |   | 1,657,158  |  
|Write down of obsolete
inventory                    |  |   | 100,000    |   |   | 776,802    |  
|Write down of research
and development              |  |   | -          |   |   | (92,139    | )
|Changes in assets and liabilities                   |  |   |            |   |   |            |  
|(Increase) decrease in
accounts receivable          |  |   | (176,853   | ) |   | 119,361    |  
|(Increase) in accounts
receivable - other           |  |   | (21,667    | ) |   | (6,722     | )
|(Increase) decrease in
prepaid expenses             |  |   | (62,351    | ) |   | 24,056     |  
|(Increase) in inventories                           |  |   | (299,997   | ) |   | (227,584   | )
|(Increase) decrease in
deferred loan closings costs |  |   | 378,555    |   |   | (772,642   | )
|Decrease in accounts
payable                        |  |   | (68,766    | ) |   | (28,268    | )
|Decrease in accrued expenses
and other liabilities  |  |   | (27,433    | ) |   | (31,214    | )
|Net cash used in operations                         |  |   | (1,959,001 | ) |   | (2,210,999 | )
|CASH FLOWS FROM INVESTING ACTIVITIES                |  |   |            |   |   |            |  
|Purchase of certificates
of deposit                 |  |   | (3,070,210 | ) |   | (3,031,359 | )
|Redemption of certificates
of deposit               |  |   | 3,286,488  |   |   | -          |  
|Purchase of equipment
and leasehold improvements    |  |   |            |   |   | (62,910    | )
|Net cash used in investing
activities               |  |   | 216,278    |   |   | (3,094,269 | )
|CASH FLOWS FROM FINANCING ACTIVITIES                |  |   |            |   |   |            |  
|Proceeds from issuance
of stock and warrants        |  |   | 1,334,200  |   |   | 239,584    |  
|Proceeds from convertible
debenture                 |  |   | -          |   |   | 2,825,000  |  
|Proceeds from note receivable                       |  |   | 9,915      |   |   | 12,387     |  
|Net cash provided
by financing activities           |  |   | 1,344,115  |   |   | 3,076,971  |  
|NET DECREASE IN CASH AND CASH EQUIVALENT            |  |   | (398,608   | ) |   | (2,228,297 | )
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD     |  |   | 687,011    |   |   | 2,860,949  |  
|CASH AND CASH EQUIVALENTS - END OF PERIOD           |  | $ | 288,403    |   | $ | 632,652    |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:   |  |   |            |   |  
|CASH PAID DURING THE PERIOD FOR:                    |  |   |            |   |   |            |  
|Interest expense                                    |  | $ | 15,323     |   | $ | -          |  
|Income Taxes                                        |  | $ | -          |   | $ | -          |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:      |  |   |            |   |   |            |  
|Debt converted to equity                            |  | $ | 1,246,171  |   | $ | 1,250,000  |  
|Common stock issued for
deferred compensation       |  | $ | 1,319,400  |   | $ | 184,500    |  
|Common stock issued for
services provided           |  | $ | -          |   | $ | 51,250     |  

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





6



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CONOLOG CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE NINE MONTHS ENDED APRIL 30, 2008(Unaudited)

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 July
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 nine
months ended April 30, 2008 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 of Convertible Debentures was placed with 8 investors. The Convertible Debentures, subject to stockholder approval as required by any applicable Nasdaq
rules, 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 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.

On December 26, 2007, the Companys Board of Directors voted unanimously to further adjust the original conversion price of their outstanding debentures from $1.40 to $1.05. There has been no reduction in Notes
payable as of this filing.

Note 3  Private Equity Placement

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 commencing six months from November 2, 2007 for five years to November 2, 2012, 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 attorneys' fees, printing fees and other miscellaneous fees related to the Private Placement.

Note 4 - Nasdaq Notification

On March 20, 2008 Conolog received a Nasdaq Staff Deficiency Letter stating that, as the bid price of the Companys common stock has closed below the minimum $1.00 per share requirement for continued listing on the
Nasdaq Capital Market set forth in Marketplace Rule 4310( c)(4), in accordance with Marketplace Rule 4310( c) (8)(D), the Company will be provided 180 calendar days , or until September 16, 2008, to regain compliance. If at any time before September
16, 2008, the bid price of the Companys stock closes at $1.00 per share or more for a minimum of 10 consecutive business days Nasdaq will provide written notification that the Company complies with the rule.



7

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Note 5  Reclassification

Certain reclassifications have been made to the April 30, 2007 condensed consolidated financial statements to conform to the 2008 presentation. These changes had no effect on net loss or cash flow for the three and nine
month period ended April 30, 2007.

Note 6  Major Customers

The Companys revenues from five customers accounted for $552,633 or 63% of total revenues in the nine months ended April 30, 2008. Total amounts due from these customers at April 30, 2008 were $182,054 or 75%
of total accounts receivable. One of the five customers did not account for 10% or more of total revenues, which is the definition of a major customer, but they are included here because amounts due from them at April 30, 2008 totaled $29,932,
or 12% of total accounts receivable.

Note 7  Subsequent Events

At a Special Meeting of Shareholders held on May 21, 2008 a proposal was approved amending the Corporations Certificate of Incorporation to effect a one-for-four reverse split of the Corporations Common Stock.
The number of shares outstanding before the date of change (May 21, 2008) was 5,718,664. The number of shares outstanding after this date was 1,429,666.

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

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2008

Product revenues for the nine months ended April 30, 2008 totaled $884,035 representing an increase of 117% from the $408,032 reported for the same nine month period last year. The
Company attributes this to increased order releases from utilities. For the three months ended April 30, 2008 product revenues totaled $361,308 representing an increase of 166% over the same three month period last year.

Product Cost (Material and Direct Labor) for the three and nine months ended April 30, 2008 totaled $55,263 and $251,865 respectively.

For the nine months ended April 30, 2008 the Company, in accordance with its inventory management policy, has expensed $100,000 of cost relating to inventory parts which had become
obsolete.

Gross Profit for the three and nine months ended April 30, 2008 amounted to $306,045 or 84.7% and $532,170, or 60.2% respectively, a direct result of the increase in sales
deliveries.

Selling, general and
administrative expenses for the nine months ended April 30, 2008 amounted to $3,095,705.
Included in these expenses were non-operating expenses for Stock Compensation
of $1,108,880; Stock compliance costs of $215,014; expenses relating
to research and development costs of $77,262; other professional fees of $285,957
and marketing/trade show costs of $292,296. Selling, general and
administrative expenses for the three months ended April 30, 2008 amounted to $906,714.
Included in these three month expenses were non-operating expenses for Stock
Compensation of $329,850; Stock compliance costs of $48,222; other
professional fees of $61,838 and marketing/trade show costs of $76,366.

Other non-cash non-operating expenses for the nine-month period included expenses related to the induced conversion cost of $944,362; charges of $705,088 for discount on converted debt,
$490,955 for amortization of deferred debenture discount and $378,555 for amortization of deferred debenture costs.

As a result of the foregoing, the Company reported a net loss from operations of ($5,018,894) or ($.96) per share compared to a loss of ($6,457,139) or ($3.26) per share for the
nine months ended April 30, 2008 and 2007, respectively.

LIQUIDITY AND FINANCIAL CONDITION

Inventories from the Companys product segment increased from $538,854 at July 31, 2007 to $738,851 for the nine months ended April 30, 2008, a net increase of $199,997. This
additional inventory is required to satisfy the Companys current backlog of over $408,000 in purchase orders and expected orders for the remainder of calendar year 2008 of $400,000.



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Accounts Receivable-trade increased to $241,621 for the nine months ended April 30, 2008 from $64,768 as of July 31, 2007. This increase is attributed to the increase in 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 nine months ended April 30, 2008. 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.

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

Item 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 January 10, 2008 the Court heard arguments on Conologs motion to dismiss, or, in the Alternative, for Summary Judgment. On March 5, 2008 the Court granted Conologs motion for summary judgment and on April 1,
2008 a Court conference was held to determine the remaining portion of the complaint in the amount of under $5,000. The complainant did not appear for this conference.

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

Item 3. Defaults upon Senior Securities  None



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

The following matters were submitted to a vote of the stockholders at our 2008 annual meeting of stockholders held on March 19, 2008: (1) a proposal to elect the five nominees for director named below for terms of one year
each; (2) a proposal to approve the Companys 2008 Stock Incentive Plan (3) a proposal to ratify the selection of Bagell Josephs Levine & Company, L.L.C. as our independent auditors for the current fiscal year. The number of shares of
common stock outstanding and eligible to vote as of the record date of February 15, 2008 was 5,718,664. Set forth below is the number of votes cast for or withheld with respect to each nominee for director and the number of votes cast for or against
or abstaining, and if applicable the number of broker non-votes, for the other matters submitted to a vote of the stockholders at the meeting.

|                                                                                          |  |           |  |          | 
|----------------------------------------------------------------------------------------- |  | --------- |  | -------- | 
|Proposal # 1To elect the following nominees as our directors for terms of one year each: |  |           | 
|                                                                                         
|                                                                                          |  | For       |  | Withheld | 
|                                                                                         
|Robert S. Benou                                                                           |  | 3,251,248 |  | 283,545  | 
|Marc R. Benou                                                                             |  | 3,254,649 |  | 280,144  | 
|Louis S. Massad                                                                           |  | 3,308,033 |  | 226,760  | 
|Edward J. Rielly                                                                          |  | 3,352,989 |  | 181,804  | 
|David M. Peison                                                                           |  | 3,353,989 |  | 180,804  | 

Proposal # 2 To vote on a proposal to approve the Companys 2008 Incentive Stock Plan;

|          |  |         |  |         |  |          
|--------- |  | ------- |  | ------- |  | ---------
|For       |  | Against |  | Abstain |  | Not Voted
|1,389,818 |  | 125,127 |  | 57,540  |  | 1,962,308

Proposal #3To ratify the selection of Bagell, Josephs, Levine & Company, L.L.C. as our independent auditors for the fiscal year
ending July 31, 2008.

|                                                                                                                |  |         |  |           
|--------------------------------------------------------------------------------------------------------------- |  | ------- |  | ----------
|For                                                                                                             |  | Against |  | Abstaining
|3,474,216                                                                                                       |  | 47,449  |  | 13,128    
|                                                                                                                |  |         |  |           
|Proposal #4To
      act on such other matters as may properly come before the meeting or any
    adjourmments.
|                                                                                                                |  |         |  |           
|For                                                                                                             |  | Against |  | Abstaining
|3,031,847                                                                                                       |  | 321,502 |  | 181,444   

|                            |          |  |  |  | 
|--------------------------- | -------- |  |  |  | 
|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: June 16, 2008 |  | By /s/ Robert S. Benou               
|                    |  | Robert S. Benou                      
|                    |  | Chairman, Chief Executive Officer,   
|                    |  | Chief Financial Officer and Treasurer
|                    |  |                                      

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