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:

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|1. | I have reviewed this annual report on Form 10-KSB of the
  small business issuer;                                                                                                                                                                                                                                                                   
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|2. | Based on my knowledge, this 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 annual report;                           
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|3. | Based on my knowledge, the financial statements, and other
  financial information included in this 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 this report;                                            
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|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 Rules
  13(a)-15(f) for the small business issuer and have:
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|   |                                                                                                                                                                                                                                                                                                                                                      | (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;                               
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|   |                                                                                                                                                                                                                                                                                                                                                      | (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;                                                   
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|   |                                                                                                                                                                                                                                                                                                                                                      | (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                                                                                                                            
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|   |                                                                                                                                                                                                                                                                                                                                                      | (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 reasonably likely to materially affect, the small business issuers
  internal control over the financial reporting; and
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|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):                 
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|   |                                                                                                                                                                                                                                                                                                                                                      | (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                                                                                                                                                                                                                                          

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|Date: October 27, 2006 | /s/ Marc Benou                                                
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|                       | Marc Benou 
  Chief Operating Officer, President and Secretary

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