EXHIBIT 14.1

                               CONOLOG CORPORATION

                                 Code of Ethics

(For senior financial officers* in accordance with the Sarbanes-Oxley Corporate
Responsibility Act of 2002)

It is the policy of Conolog Corporation ("Conolog") that its employees,
directors, and agents are held to the highest standards of honest and ethical
conduct when conducting the affairs of the company. Because Conolog's Common
Stock is publicly traded, senior financial officers of Conolog are held to an
especially high set of ethical standards, which are further described below.
Senior financial officers of Conolog will not commit acts contrary to these
standards of ethical conduct nor shall they condone the commission of such acts
by others within Conolog's organization.

Honest and Ethical Conduct

Senior financial officers will:

o     Act in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing one's independent
      judgment to be subordinated.

o     Comply with rules and regulations of federal, state, providential and
      local government and other appropriate private and regulatory agencies.

o     Refrain from engaging in any activity that would compromise their
      professional ethics or otherwise prejudice their ability to carry out
      their duties to Conolog.

o     Communicate to the appropriate employees of Conolog and to accountants
      engaged in financial audits of Conolog, all relevant unfavorable as well
      as favorable information and professional judgments or opinions.

o     Encourage open communication and full disclosure of financial information
      by providing a well understood process under which the company's employees
      are kept informed of financial information of importance.

o     Ensure that all appropriate employees understand Conolog's open
      communication and full disclosure standards and processes.

o     Refrain from disclosing confidential information acquired in the course of
      their work except where authorized, unless legally obligated to do so.

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*     Senior Financial Officers include the chief executive officer (CEO), chief
      financial officer (CFO) and the chief operating officer (COO), or any
      person serving in an equivalent position regardless of whether or not they
      are designated as executive officers.

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o     Inform subordinates, as appropriate, regarding the confidentiality of
      information acquired in the course of their work and monitor, as needed,
      to ensure that subordinates maintain that confidentiality.

o     Refrain from using or appearing to use confidential information acquired
      in the course of their work for unethical or illegal advantage, either
      personally or indirectly through others.

Financial Records and Reporting

Senior financial officers will:

o     Establish appropriate systems and procedures to ensure that business
      transactions are recorded on Conolog's books in accordance with Generally
      Accepted Accounting Principals, established company policy, and
      appropriate regulatory pronouncements and guidelines.

o     Establish appropriate policies and procedures for the protection and
      retention of accounting records and information as required by applicable
      law, regulation, or regulatory guidelines.

o     Establish and administer financial accounting controls that are
      appropriate to ensure the integrity of the financial reporting process and
      the availability of timely, accurate and relevant information.

o     Completely disclose all relevant information reasonably expected to be
      needed by Conolog's auditors for the full, complete, and successful
      discharge of their duties and responsibilities.

Conflicts of Interest

Senior financial officers will:

o     Conduct their personal and professional affairs in a way that avoids both
      real and apparent conflicts of interest between their interests and the
      interests of Conolog.

o     Make decision in the best interests of the company, and not for personal
      gain. No senior financial officers - nor any member of his or her
      immediate family - should acquire a financial interest in, or accept
      employment by, an entity doing business with Conolog if the interest or
      employment could conflict with the employee's performance of his or her
      duties.

o     Not accept gifts or favors that create any obligation - either stated or
      implied - to a competitor, supplier or customer.** Gifts should not be
      accepted from such companies or their agents unless the gift either had
      been previously approved in writing by another senior financial officer
      who does not deal with such company or is of only nominal value (e.g., tee
      shirts, caps, etc.).

o     Not offer any gift or favor to any employee, or a member of the immediate
      family of an employee, of a competitor, supplier or customer if the gift
      or favor might place the recipient under any obligation to the employee
      making the gift or to Conolog. Kickbacks, bribes, rebates or other illegal
      consideration are never acceptable, and must never be either given or
      accepted by anyone acting on behalf of Conolog. Senior financial officers
      dealing with

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**    Also applies to immediate family members.

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      government agencies should be particularly alert to any agency rules
      limiting or prohibiting gifts or other favors.

o     Not either use or disclose any confidential or non-public information
      learned through their employment by Conolog, either for their own or
      someone else's personal benefit. Use of such information may also violate
      strict Federal laws against "insider trading" in securities.

o     Respect company property and use company assets - including computers and
      related information technology assets - only in accordance with
      established company polices.

Any violations of this Code of Ethics should be reported to the Company's Chief
Operating Officer or any member of the Company's Board of Directors. Anyone who
violates this Code of Ethics will be subject to disciplinary action.