SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


|X|   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 For the fiscal year ended July 31, 2002 (No Fee Required)

|_|   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from to (No Fee Required)

                         Commission File Number: 0-8174

                              CONOLOG CORPORATION
             (Exact name of registrant as specified in its charter)

                    DELAWARE                              52-0853566
        (State or other jurisdiction of                 (IRS Employer
         incorporation or organization)               Identification No.)

           5 Columbia Road, Somerville, NJ                    08876
      (Address of principal executive office)              (Zip code)

Issuer's telephone number, including area code: (908) 722-8081 Securities
registered pursuant to Section 12(b) of the Act:

      Title of each class Name of each exchange in which registered Common
Stock, $0.01 par value NASDAQ SmallCap Market.

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.

      Yes |X| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to the Form 10-KSB.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant based on the closing sale price of $.22 on October 15, 2002 was
$974,236.

The number of shares outstanding of the Registrant's common stock outstanding as
of October 15, 2002 was 4,980,516.


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DOCUMENTS INCORPORATED BY REFERENCE FORM 10-KSB
JULY 31, 2002

TABLE OF CONTENTS

PART I

Item 1. BUSINESS .......................................................    3-15

Item 2. PROPERTIES .....................................................      15

Item 3. LEGAL PROCEEDINGS ..............................................      15

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............      15

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS ............................................   15-17

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
        AND FINANCIAL CONDITION ........................................   18-20

Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ....................      20

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE .......................................      20

PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS ..................................   20-22

Item 10. EXECUTIVE COMPENSATION, PROMOTERS AND CONTROL PERSONS:
         COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT ............   22-23

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT ....................................................   23-24

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................      24

PART IV

Item 13. EXHIBITS AND REPORTS ..........................................   25-26

SIGNATURES .............................................................      27

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PART I

BUSINESS

General

      Conolog Corporation, a Delaware Corporation (the "Company" or "Conolog")
is engaged in the design, manufacture (directly or through subcontractors) and
distribution of small electronic and electromagnetic components and
subassemblies for use in telephone, radio and microwave transmission and
reception and other communication areas that are used in both military and
commercial applications. The Company's products are used for transceiving
various quantities, data and protective relaying functions in industrial,
utility and other markets.

      In September 1998, Conolog entered the temporary staffing industry with
its acquisition of Atlas Design, a human resource company. Atlas Design provides
short and long-term qualified engineering and technical staff to major companies
as well as human resource consulting.

      In August 2000, Conolog acquired Independent Computer Maintenance
Corporation, a provider of installation, maintenance and troubleshooting
services for commercial and corporate computer systems and networks to
businesses in the greater New York metropolitan area.

History

      The Company was organized in 1968 and was engaged primarily in the design
and manufacture of electronic components and systems for military applications.

      The Company, in July 1971, merged with DSI Systems, Inc., then engaged in
the development and manufacture of terminal viewers for digital retrieval of
microfilm. Later that year, the name was changed from DSI Systems, Inc. to
Conolog Corporation.

      By 1980 it became apparent that the military segment of the business was
growing while the terminal viewer segment was a drain on cash and other
resources. By the year-end the terminal viewer business was discontinued and the
inventory relating thereto was written off, allowing the Company to concentrate
on its military business.

      In 1981 the Company acquired one of its customers, INIVEN Corporation
("INIVEN"). At that time, the Company was manufacturing, on behalf of INIVEN, a
line of transmitters and receivers used for controlling and transceiving the
measurement of the flow of gases and liquids, by gas and water utilities for
controlling the flow of waste water and sewage and measuring and controlling
traffic.

      Since the 1980's, Conolog has been an active participant in providing
electromagnetic wave filters for major military programs, such as the Patriot
Missile, Hawk Missile and Sea Sparrow Missile. In addition to these projects,
Conolog components are currently used by the military in tanks, the Apache
helicopters and the MK-50 torpedoes.


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      During 1987, the Company made the strategic decision to redirect the
Company's focus from military to commercial markets. Since that time, the
Company has refocused on manufacturing and marketing its products for the
commercial marketplace rather than depend on the military and defense-related
markets. The effort has included the introduction of new products, the redesign
of existing products and increased advertising and marketing efforts, as
permitted by its limited financial resources. The decision to embark on this
program entailed a major design effort, including the coordination of outside
engineering consultants to develop a complete line of products aimed at the
Company's target markets. The primary emphasis was on products for electric
utilities, co-generation of power, gas and water companies, traffic control for
departments of transport (DOT) and airports utilizing DSP (Digital Signal
Processing) technology.

      In September 1998, the Company acquired the assets of Atlas Design, Inc.,
a human resource outsourcing company, to further its strategy of mergers and
acquisitions, and to assist in providing qualified engineering and technical
staff in support of Conolog's longer term contracts.

      Also in September 1998, the Company completed a sale/leaseback of its
manufacturing facility. This enabled the Company to significantly reduce
operating costs and increases the working capital.

      In August 2000, the Company acquired Independent Computer Maintenance
Corporation, a provider of installation, maintenance and troubleshooting
services for commercial and corporate computer systems and networks to
businesses in the greater New York metropolitan area.

      In January 2001, the Company acquired substantially all of the assets of
Prime Time Staffing Inc. and Professional Temp Solutions, Inc. These companies
provided permanent and temporary employees for the graphics design firm, book
publishing companies and engineering businesses.

      In October 2001, the Company designed and is in the process of completing
and building the PDR 2000 eight channel system, Digital Protection Equipment for
power transmission applications, which was introduced in December 2001. The PDR
2000 is currently being tested in the field by one of our major utility
companies and is expected to be available during the second quarter 2003.

      In October 2002, the Company ceased providing installation, maintenance
and troubleshooting services for commercial and corporate computer systems.

General Description

Products

      The Company is engaged in the design and manufacture of (i) transducers,
which are electro-magnetic devices which convert electrical energy into
mechanical and other forms of physical energy, or conversely convert mechanical
and other forms of physical energy into electrical energy; (ii) digital signal
processing (DSP) systems and electromagnetic wave filters for differentiation
among discreet audio and radio frequencies; (iii) audio


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transmitters and modulators, for the transmission over telephone lines,
microwave circuits, or satellite, of electrical signals obtained from
transducers, data generated in electronic code form or by computers or other
similar equipment (not manufactured by the Company); (iv) audio receivers and
demodulators which are small systems which receive and decode the signals from
the audio transmitters and convert them into digital codes for input into
computers, teletypes or other similar equipment (not manufactured by the
Company) or convert such signals into mechanical or other form of energy, such
as opening or closing valves, or starting or stopping a motor; (v) magnetic
"networks" which are devices that permit the matching or coupling of different
types of communication equipment together or many identical or similar equipment
together or onto telephone or other transmission lines so as not to cause
interference; and (vi) analog transmitters and receivers, which permit the
coding/transmission and receiving/decoding of a constantly variable data, such
as the water level in a tank, pressure in a pipe or temperature, by actually
displaying the exact information at the receiving end in digital form for
storing in a computer or other devices, or by physically displaying the
information in a visual fashion such as a numerical readout or meter, and (VII)
multiplexer supervisory controls, which enable callers with high volumes of
supervisory data to transmit on fewer phone lines.

Such products are used in radio and other transmissions, telephones and
telephone exchanges, air and traffic control, automatic transmission of data for
utilities, tele-printing of transmitted data such as news and stock market
information and for use by electric utilities in monitoring power transmission
lines for faults and/or failures. The Company's products may be used
independently or in combination with other products to form a system type
configuration, whereby the Company's equipment is pre-assembled in a large
cabinet with other equipment in a configuration that would provide the end user
with protection as well as operational status displays.

Present Status/Business Product Description

      The Company is presently engaged in four basic market segments:

            (A)   Commercial Sales (Under the trade name "INIVEN" (a Division of
                  Conolog))

            -     Direct sales to end-users

            -     Sales to system assemblers

            -     Sales to contractors/installers

            (B)   Military Sales

            -     Direct contract sales to the military

            -     As subcontractor to systems producers

            -     Foreign governments

            (C)   Commercial Sales - As Manufacturing Subcontractor to Systems
                  Producers.


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            (D)   Staffing Services

            -     Short and long term qualified engineering and technical
                  services as well as human resource consulting (Under the trade
                  names "Atlas Design", "Prime Time Staffing" and "Professional
                  Temp Solutions")

(A)   Military Sales

            Since 1992 the Company's engineering staff is dedicated to "INIVEN"
            commercial designs and does not engage in any new designs for
            military applications. The Company actively participates in bids
            only for parts the Company has designed since inception in 1968.
            Presently there are approximately 400 designs that are applicable to
            these military sales.

            Military sales are primarily for the Company's electromagnetic wave
            filters used in military radios, vehicles (cars, trucks or tanks),
            portable (backpack), special signaling equipment and exchanges (as
            in field command posts), weapon/missile guidance and control
            (Patriot missile, Tomahawk, Pave-Paws), torpedo active signal
            recognition and differentiation mounted in the nose cone of the
            torpedo (MK-30, Captor, MK-50 torpedoes), ship to ship teletype
            signaling filters used in deployment of ships (UCC-1 and UCC-4
            systems) as well as many other signaling applications where accurate
            electromagnetic frequency control is required.

            The Company markets the above military sales directly and through
            independent manufacturing sales representatives on a commission
            basis.

B)    Commercial "INIVEN" Sales and Products

            "INIVEN" equipment is designed around four (4) core product groups:

                  (1)   PTR and PDR Teleprotection Series (Protective Tone
                        Relaying Communications Terminal, which includes the
                        PTR-1000, PTR-1500 and PDR-2000.

                  (2)   Audio Tone & Telemetry Equipment (Audio Tone Control,
                        Telemetering and Data Transmission Systems), which
                        includes Series "98", "68", "40" and "GEN-1".

                  (3)   Multiplex Supervisory Control System

                  (4)   Communication Link Multihead Fiber Optic Couplers and
                        Industrial Grade 1200 Baud Modems.

(1)   PTR Teleprotection Series

      This product is designed for use exclusively by electric power generators
(electric utilities and cogenerators) in order to protect


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their transmission and distribution lines. The PTR-1000, by monitoring the
output signal of the transmission equipment in less than one hundredth of a
second protects the transmission and distribution lines.

      The PTR-1000 are installed in pairs, one unit at each end of the line.
Each unit is connected and in constant communication with the other, as they
continuously monitor the line for faults. In the event of a fault occurring
(such as a downed line or a short circuit) at either end and when confirmed by
the receiving PTR-1000 unit, the line is immediately isolated for shut down,
averting costly damage and downtime.

      The PTR-1000 system is composed of a transmitter, dual receivers, a logic
card (brain center and controller of the system), relay module, line interface
module and power supply module. The transmitters at each end are independent and
transmit (continuously) the status (information being monitored) at their end of
the line.

      In the event of a fault, the information is transmitted to the PTR-1000 at
the other end of the line and once confirmed by both its receivers (this duality
is designed such that both receivers must agree before any action is taken), it
will, when programmed to do so, isolate that end of the line. Generation and
distribution of electric power entails expensive equipment at both ends of the
line. Faults causing interruption of transmission can cause costly replacement
of failed equipment and loss of revenue caused by downtime for repairs.

      The PTR-1500, is a quad system and performs as 2 duals or 4 singles with
many unique features such as multiple line operation, event recording with date
stamp with optional analog or digital transmission modes including optic fiber
interface.

      The PTR Teleprotection Series is designed for global use by electric
utilities and any entity generating power for its own consumption with resale of
surplus power to an electric utility, such as cities, municipalities,
cooperatives and large corporations that find it more economical to generate
their own electricity.

      The PTR-1000 target market is worldwide, as follows:

      New installations; i.e., new transmission lines, new distribution
      segments, for utilities and cogenerators.

      Existing installations not properly protected, improving efficiency and
      reducing down time.

      Existing installations for upgrading to PTR-1000 technology, again
      improving efficiency and down time.

      Sales efforts for the PTR-1000 are presently being conducted by the
      Company's marketing executives, through independent manufacturers'
      representatives and through distributors. Sales are targeted primarily to
      the largest utilities and co-generators.


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      According to McGraw-Hill, Inc. Electrical World (Electric Utilities of the
United States), in the United States alone, there are over 500 large entities
generating electricity. They are:

      Investor-owned
      Municipal Systems
      Cooperative Systems
      Federal, State and District systems.

(2) Audio Tone and Telemetry Equipment

      For many years there has been a need for a modularly independent system
that would permit a user, from a distance, to control functions such as opening
a valve, starting a motor, shutting down a compressor, changing a traffic
signal, control landing lights at an airport, activate a hazard warning on a
highway, and in return allow the user to receive information, such as the liquid
level in a tank, the pressure in a pipe, the rate of flow out of a compressor,
the flow of traffic, the status of a traffic light, airport lights, or
confirmation that a command was performed. Such information is transmitted and
received and the control functions are performed from a distance utilizing
telephone lines, microwave link or direct wire.

      These applications, by their nature, can be accomplished with slow speed
signaling systems composed of a transmitter on one end and a receiver on the
other to carry out the necessary instructions provided by the transmitter. Each
set (transmitter/receiver combination) is called a channel. Because of the slow
speed, up to 30 channels could be made to transmit and receive signals, in
either direction on a single telephone line, microwave link or direct wired line
at the same time. This parallel transmission permits each transmitter/receiver
pair to be independent of all the others.

      This product segment includes the first generation equipment, known as
GEN-1, followed by later generations which include technological improvements
and programmable capabilities to include:

      GEN-1 Series - First generation with electromagnetic modules and first
      generation programmable modules without electro- magnetic modules.

      "98" and "68" Series - The latest generation applies DSP and
      microprocessor technology with full programmability, in the field or at
      the factory.

      "40" Series - Designed to function with the "98" or "68" series; transmits
      and receives variable analog data.

GEN-1 and GEN-1 Programmable Series

      The diversity of applications for this equipment makes it available for a
wide range of users who are not restricted to a single industry. Typical
industrial uses include: the measurement of water and gas, waste water,
gasoline, oil, traffic, and electricity. Typical users include: utilities,
co-generators, airports, navy yards,


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telephone companies, paper and pulp processors and wherever remote control and
data acquisition is required.

      Because of the ease of use and installation, there is much GEN-1 type
equipment installed and used in the United States by a wide spectrum of diverse
users. Since the Company's line has a distinct mechanical configuration, the
Company designed its GEN-1 Programmable units and other improvements as
replacements for existing units. These account for approximately 18% of the
Company's commercial sales. The Company's line of GEN-1 equipment is extensive
and provides the user with the ability to perform multiple control functions,
status monitoring as well as continuous variable data monitoring, such as a
level in a tank or pressure gauge.

      Sales for this line are primarily for the replacement of existing
installations and for expansion of these installations where it would not be
economical to install the latest technology, which would not be mechanically
compatible.

      Sales to this market are made in the same manner as the PTR-1000 market
except that manufacturers' representatives specialize in selling to this diverse
market.

"98," "68" and "40" Series

      These series represent the Company's latest designs in the audio tone
equipment utilizing the more advanced DSP technology, which provides high
accuracy and long term stability. These features have allowed the Company to
greatly improve the scope, density and number of functions that can be performed
on a single phone line, microwave link or direct line.

      Given this technology and the high-reliability and quality standards of
the Company's products, the Company began in the first quarter of 1994 to offer
a 12 year warranty for all of its commercial products. This warranty has been
favorably received by customers. Based upon its past experience, the Company
does not believe that its extended warranty will result in any material repair
or replacement expenses.

      Sales of these products are made by the same agents who sell the Company's
GEN-1 products, but are also directed to encompass more sophisticated users with
larger amounts of data and control points. The mechanical configuration of the
"98" series is more compact, permitting more equipment in a given space, while
performing many more functions when it is connected to the "40" Series. The "68"
Series is the "98" Series repackaged mechanically specifically for customers
with older systems permitting them to upgrade their systems to DSP technology.
The "40" Series, when connected to the "98" or "68" in the same chassis, permits
the continuous monitoring of variable data. Typical applications for these
products include transmission of the variable data (such as volume, temperature,
pressure and moisture) for water, gas, industrial gases, oil, gasoline,
transportation equipment and telephone exchanges, and for use at airports,
tunnels and bridges and for security and electricity systems.


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<PAGE>

(3) Multiplex Supervisory (IM) Control System

      This product is a response to the cost and scarcity of dedicated phone
lines (connections whereby the phone link is dedicated to one subscriber), and
enables customers with high volumes of supervisory data (where many functions
are monitored from a single site) to transmit data on fewer phone lines (i.e.,
with more data per channel, up to a maximum of 30 channels per line).

      Using the "98" DSP Series as its communications link, the Company designed
the Multiplexer Supervisory Control System to handle 8 times the normal capacity
per channel. The microprocessor based system allows a single telephone line to
handle up to 900 data inputs.

      This product line, because of its data density capability, may be utilized
for a very broad range of applications. This product has only recently been
introduced and the Company sales efforts for it are being conducted through its
existing independent manufacturers sales representatives.

(4) Fiber Optic Link and Data Modem

      The expansion of fiber lines by the Company's customers and their need to
switch equipment from phone lines to fiber prompted the Company to design and
introduce a fiber-optic-coupler line to interface with the many different fiber
heads. In addition to complete data interface couplers the Company launched a
series of 1200 Baud Modems (Industrial Grade) for operation under the same
environmental specifications in line with the Company's products.

(C) Commercial Subcontract Manufacturing to Systems Producers

      Since the downsizing of the American Military, the Company has actively
sought manufacturing subcontract orders to fill the production void created by
the severe drop in military production. In June 1996 the Company negotiated and
entered into a renewable annual agreement with the General Electric Company, GE
Electrical Distribution and Control and its participating affiliated companies
for the manufacture of sub-systems, board assemblies and magnetic filters and
other products consistent with the Company's expertise. The success of this
agreement has prompted the Company to pursue other system producers to more
fully utilize the Company's manufacturing capacity.

Recent Developments

In October, we ceased operating our computer maintenance business and entered
into an Agreement to Rescind the Asset Purchase Agreement pursuant to which we
acquired the assets of ICM. Pursuant to the rescission agreement, we transferred
substantially all of the assets of ICM, to the extent they still exist, to their
prior owner for $600,000. The $600,000 purchase price was paid as follows:


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<PAGE>

                        (i)   $300,000 was paid at closing.

                        (ii)  A promissory note to Conolog was delivered at
                              closing in the amount of $150,000, bearing
                              interest of 7.5% per annum payable over 2 years in
                              24 equal monthly payments of $6,749.94 per month,
                              beginning on December 30,2002, and continuing for
                              24 months, with the final payment due on November
                              30, 2004. The Note is secured by a first mortgage
                              on a condominium.

                        (iii) A promissory note was delivered to Conolog at
                              closing in the amount of $150,000, less any
                              prepaid fees, bearing interest of 5.0% per annum
                              payable over 10 years in 120 equal monthly
                              payments beginning on December 30, 2004. Interest
                              only accrues for the first two years, so that the
                              balance on December 30, 2004, will be $165,000 and
                              will be payable in 120 equal monthly payments of
                              $1,750.08 per month.

                              The parties agree that the amount of pre-paid
                              fee was $13,400. Thus the amount of the 10 year
                              Note shall be $137,350 ($150,000 less $13,400
                              pre-paid fees plus $750 moving reimbursement). The
                              parties agreed that the principal balance due on
                              December 20, 2004, shall be $151,500 and will be
                              payable in 120 equal monthly payments of $1,606.89
                              per month.

      The Company designed and is in the process of completing and building the
PDR 2000 eight channel system, Digital Protection Equipment for power
transmission applications, which was introduced in December 2001. The PDR 2000
is currently being tested in the field by one of our major utilities.

STRATEGY

      The Company's strategy is to exploit new commercial markets by continuing
to develop new products and enhance existing products to improve both its market
share and competitive position. Growth in commercial sales is expected to come
through internal growth of existing products, new product introductions and the
expansion of regional markets to meet the growing needs of its customers for
more sophisticated and comprehensive products and services.

MARKETING AND SALES

      In general, the Company's products are marketed by means of telemarketing
and customer contacts by the Company's direct sales force and through
independent manufacturing sales representatives and distributors.

      MILITARY - The Company markets its military sales directly and through
independent manufacturing sales representatives.


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      COMMERCIAL - The Company markets the PTR-1000, PTR-1500, PDR-2000 and all
of its INIVEN products by means of Company Sales personnel, through independent
manufacturers representatives, and through distributors, focusing mainly on the
largest utilities and co- generators. In the United States alone there are over
500 large entities generating electricity which are identified as
investor-owned, municipal systems, cooperative systems and federal, state and
district systems. The Company intends to expand its sales efforts and expand
sales to international markets. The Company markets its Gen-1 and Gen-1
Programmable Series, as well as its "98" Series, "68" Series and "40" Series, in
the same way as the PTR-1000 except that the manufacturers representatives used
by the Company specialize in selling to the diverse markets that utilize such
products.

Competition

      The market for the Company's products and staffing services are very
competitive. There are several companies engaged in providing the services and
in the manufacturing the products of the type produced by the Company, most of
which are substantially larger and have substantially greater name recognition
or greater financial resources and personnel. The major competitive factors
include availability of personnel, product quality, reliability, price, service
and delivery. Competition is expected to continue and intensify. The market is
also characterized by rapid technological changes and advances. The Company
would be adversely affected if its competitors introduced technology superior
products or offered these products and services at significantly lower prices
than the Company's products.

Largest Customers

      Sales to the Company's major customers during fiscal 2002
(Schering-Plough) totaled $118,988(5% of all sales). Sales to the Company's
major customers during fiscal 2001 (Pearson Education, Schering-Plough, and
Superior Bank) totaled $1,231,840(27% of all sales). None of these customers has
or had any material relationship other than business with the Company.

Raw Materials

Inventory

      The Company believes that it has adequate sources of raw materials
available for use in its business. The Company's products are assembled from a
variety of standard electronic components, such as integrated circuits,
transformers, transistors, passive components ( i.e., resistors, capacitors and
inductors),diodes and assorted hardware such as printed circuit boards,
connectors and faceplates. The Company is not dependent upon any single
supplier. The Company also purchases a number of other electronic components and
sub- assemblies from various suppliers. There has been no material increase in
the cost of most raw materials and the Company has no reason to anticipate any
significant shortage of raw materials in the future. The Company generally is
required to maintain adequate amounts of raw material and parts inventories to
meet delivery requirements of


                                     - 12 -
<PAGE>

customers and to assure itself of a continuous availability of these items.

      In the past the Company manufactured and held in its inventory finished
products pursuant to the military specifications and based upon the military
forecast for future quantities and delivery schedules. Widespread military
procurements were discontinued as a result of the end of the cold war and the
downsizing of the military establishment. Consequently, management made a
decision to write off a substantial amount of the military inventory. As a
result, the Company no longer manufacturers military products in advance.
Rather, it only schedules production as purchase orders are received.

      During fiscal 2001, the Company wrote off $153,328 of its inventory as
obsolete. During fiscal 2002, the Company wrote off $ 1,662,145 of its inventory
as obsolete.

Manufacturing

      Of the 15,700 square feet that the Company occupies at 5 Columbia Road in
Somerville, NJ, approximately 7000 square feet are dedicated to manufacturing.
The Company assembles, under normal workload conditions, all the product it
sells. To accommodate the peak demands that occur from time to time the Company
has developed a number of subcontractors to assemble boards to the Company's
specifications. All assemblies, however, are inspected and fully tested by the
Company's quality, engineering and testing departments. The Company maintains
test equipment and every product is burned-in (i.e., each product is run at full
power for 48 hours) and tested prior to shipment. This control, together with
design reliability, has permitted the Company to offer a 12-year warranty on all
it's commercial products.

      In September 1998 the Company sold its facility and is leasing back
approximately 45% of the total space of the building in a three year prepaid
lease.

Warranty and Service

      The Company provides a twelve-year warranty on its products which covers
parts and labor. The Company, at its option, repairs or replaces products that
are found defective during the warranty period providing proper preventive
maintenance procedures have been followed by customers. Repairs that are
necessitated by misuse of such products are not covered by the Company's
warranty.

      In cases of defective products, the customer typically returns them to the
Company's facility in Somerville, New Jersey. The Company's service personnel
then replace or repair the defective items and ship them back to the customer.
Generally all servicing is completed at the Company's plant and customers are
charged a fee for those service items that are not covered by the warranty. The
Company does not offer its customers any formal written service contracts.


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<PAGE>

Research and Development

New Products

      During fiscal 2000-2001 the Company invested approximately $25,000 to
complete the accessory modules of the PTR-1500 and extend the range of its
Multiplexer products. During fiscal 1999-2000 the Company invested approximately
$1,705,257 for product development and amortization of product costs. During
fiscal 2000-2001 the Company proceeded with the design of the PDR-2000 8 channel
digital transfer trip communications product. The Company also developed a new
platform for it's GEN1 products allowing for its use by the Canadian utilities.
During fiscal 2001-2002 the Company invested $774,757 to complete its design of
the PDR-2000, 8 channel digital transfer trip communications product.

Patents and Trademarks

      The Company does not have any patents covering any of its present
products. The Company uses the trademark INIVEN for its commercial products. The
Company believes that such trademark is recognized in the Company's industry.
The Company believes that its prospects are dependent primarily upon its ability
to offer its customers high quality, reliable products at competitive prices
rather than on its ability to obtain and defend patents and trademarks. The
Company does not believe that its INIVEN trademark is of material importance to
the Company's business.

Governmental Regulation

      The Company's manufacturing facilities, in common with those of industry,
generally are subject to numerous existing and proposed Federal and State
regulations designed to protect the environment, establish occupational safety
and health standards and cover other matters. The Company believes that its
operations are in compliance with existing regulations and does not believe that
such compliance has had or will have any material effect upon its capital
expenditures, earnings or competitive position. With respect to military sales,
the Company is not subject to any special regulations. The products manufactured
are done so in accordance with accepted commercial practices.

Renegotiation

      No material portion of the Company's business has been subject to
renegotiation of profits at the election of the Government since 1987.

Employees

      As of July 31, 2002, the Company employed 22 persons on a full-time basis,
including 3 in management, 1 in sales, 2 in clerical, 1 in accounting, 1 in
purchasing, 3 in engineering and 11 in production. The Company has enjoyed good
labor relations.


                                     - 14 -
<PAGE>

None of the Company's employees are represented by a labor union or bound by a
collective bargaining agreement. The Company has never suffered a work stoppage.
The Company believes its future success will depend, in part, on its continued
ability to recruit and retain highly skilled management, marketing and technical
personnel. The Company hires on a regular basis approximately 125 contract
employees.

Item 2. PROPERTIES

      The Company's principal executive offices are located at 5 Columbia Road,
Somerville, New Jersey.

      In September 1998, the Company sold this facility located at 5 Columbia
Road, Somerville, New Jersey in a sale/leaseback transaction in which the
Company is currently leasing approximately 45% of the total space in a three
year prepaid lease. The annual rent is $30,000.

      The Company currently leases an office at 2810 Morris Avenue, Union, New
Jersey to house its Atlas Design personnel. The annual rent is $9,900.

Item 3. LEGAL PROCEEDINGS

Litigation - None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

      PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET PRICE FOR COMMON STOCK AND CLASS A WARRANTS

      The Company's Common Stock is traded on the Nasdaq SmallCap Market, under
the symbol CNLG.

      The Company's Warrants expired as of August 30, 2002 and until then traded
on the Nasdaq Small Cap Market under the symbol CNLGW.

      The following table sets forth, for the periods indicated, the high and
low prices of the Company's Common Stock and Warrants (until August 30,
2002)traded on the Nasdaq SmallCap Market for 2000, 2001 and the first, second
and third quarters of 2002. As of October 22, 2002, the Company's Common Stock
was held by approximately 840 shareholders of record.


                                     - 15 -
<PAGE>

                 Units           Common Stock
2000          High     Low        High    Low

   First
   Quarter    ____    _____      7.0625    .625

   Second
   Quarter    ____     _____     3.9688   1.75

   Third
   Quarter    ____     _____     1.9375    .75

   Fourth
   Quarter    ____     _____     1.58      .52

                 Units           Common Stock
2001          High     Low        High    Low

   First
   Quarter    ____    _____       1.187   .437

   Second
   Quarter    ____     _____      1.562   .562

   Third
   Quarter    ____     _____       1.33    .63

   Fourth
   Quarter    ____     _____       1.58    .52


                 Units           Common Stock
2002          High     Low        High    Low
   First
   Quarter    ____    _____         .64     .305

   Second
   Quarter    ____     _____       1.25      .44

   Third
   Quarter    ____     _____        .96      .22

DIVIDENDS

      Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors of the Company. To date, the Company has
neither declared nor paid any dividends on its Common Stock or on its Preferred
A or Preferred B shares. The Company anticipates that no such dividends will be
paid in the foreseeable future. Rather, the Company intends to apply any
earnings to the expansion and development of its business. Any


                                     - 16 -
<PAGE>

payment of cash dividends on any of its securities in the future will be
dependent upon the future earnings of the Company, including its financial
condition, capital requirement and other factors which the Board of Directors
deems relevant.

CONVERTIBLE DEBENTURE

      The Company entered into an Option Agreement dated May 30, 2002. Pursuant
to the "Option Agreement" the Company has granted an option to an Individual
("the Optionee") to purchase convertible debentures of the Company having an
aggregate principal amount of $97,500. Per the Option Agreement, the Optionee
exercised the option to convert this Debenture into shares of Common Stock of
Conolog Corporation in accordance with the terms of this Debenture. As of July
18, 2002, the Optionee was issued 150,000 shares at a conversion rate of $ .65
per share of Conolog Corporation common stock as per the option agreement.

      The Company and CLOG II LLC (the "Optionee") entered into an Option
Agreement, dated November 29, 2000, (the "Option Agreement"). Pursuant to the
Option Agreement, the Company has granted an option to the Optionee to purchase
convertible debentures of the Company having an aggregate principal amount of up
to $2,040,000. Per the Option Agreement, the option shall terminate on November
29, 2002.

      The Optionee has the right to convert the principal amount of the
debenture, or any portion thereof, which is at least $25,000, into that number
of shares of common stock of the Company, obtained by dividing the principal
amount of the debenture by the conversion price of $0.68 per share. The Option
Agreement provides that the voting power of any conversion shares owned by the
Optionee will be voted in the same manner as shares voted by all other
shareholders of the Company. Through the year ending July 31, 2001, the Optionee
purchased $100,000 of convertible debentures and converted $75,000 of them into
common stock.

      On July 12, 2002, the Company and the Optionee entered into an agreement,
whereby, the remaining dollar amount of convertible debentures was reduced to
$1,200,000. In addition, the agreement called for the conversion of the then
$25,000 outstanding debenture at a reduced conversion price of $0.4166 per
share.

Stock Option Plan 2002

      Conolog Corporation 2002 stock option plan was approved by its
shareholders at their annual meeting on July 9, 2002. As of October 24, 2002, no
options have been granted under this plan.


                                     - 17 -
<PAGE>

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

Results of Operations

      In order to summarize the Company's operating results for the past two
years, the following tables indicate the percentage relationships of income and
expense items in the statements of income and the percentage changes in those
items for such years.

   Income & Expense Items as                       Income &        Percentage
    a Percentage Of Revenues                    Expense Items  Increase/Decrease
       From Operations
For The Year Ended July 31 2002                    2001 to              2000 to
                                                     2002             2001
          100.00%                 Sales &           100.00%           0.00%
                                  other
                                  income

           54.60                  Cost of           69.23           (14.63)
                                  Revenue

           74.90                   Selling,          76.29           (1.39)
                                  general &
                                administrative

             .06                  Interest            0.00            0.06

          239.50                  Total costs       145.52           93.98
                                  & expenses

         (139.40)                  Income           (45.22)          94.18
                                   (loss)
                             before Income taxes
                               (credits) and
                               extraordinary
                                   items

            7.60                   Income             0.0             7.60
                                  taxes or
                                  (credits)

         (131.80%)                Loss before        (45.52%)        86.28
                                  extraordinary
                                  item

*     Includes write-offs for obsolete or excess inventory which were $1,662,145
      and $153,321 in 2002 and 2001 respectively.

Results of Operations

2002 Compared to 2001

      Total revenue decreased 56.9% or $3,460,414 from $6,080,318 to $2,619,904
in 2002. The decrease was attributable to the decreased sales in our staffing
division.


                                     - 18 -
<PAGE>

      Gross Margins for the years ended July 31, 2002 and 2001 totaled
$1,189,345 and $1,870,608 representing 45% and 30.8% of revenues.

      Selling, General and Administrative expenses increased from $1,546,663 or
25% of sales in 2001 to $1,963,068 or 74.9% of sales in 2002 as a result of
increased selling expense for the rollout of the PDR 2000 series.

      Research and development expenses for the PDR 2000 for fiscal 2002 is
$774,757. There were no R&D expenses for the fourth quarter.

      The Company did not have any interest expense for fiscal year 2001,
compared to $11,684 of interest expense for fiscal 2002 due to monthly interest
due on line of credit through Unity Bank, maturity date of loan is December 17,
2002.

      As a result of the foregoing, the Company reported a net loss of
$(3,452,716) or $(0.91)per share, compared to a net loss of $(2,782,451) or
$(1.24) per share for fiscal 2001.

2001 Compared to 2000

      Total revenue increased 8% or $469,186 from $5,611,132 to $6,080,318 in
2001. The increase was attributable primarily to the expansion of Atlas Design.

      Gross Margins for the years ended July 31, 2001 and 2000 totaled
$1,870,608 and $1,661,624 representing 30.8% and 29.6% of revenues. Costs of
Sales were lower in 2001 than compared to 2000 due to efficiencies.

      Selling, General and Administrative expenses decreased from $1,491,595 or
26% of sales in 2000 to $1,546,663 or 25% of sales in 2001 as a result in
increased automation.

      The Company did not have any interest expense for fiscal year 2001 and
fiscal 2000.

      As a result of the foregoing, the Company reported a net loss of
$(2,782,451) or $(1.24) per share, compared to a net loss of $(1,883,663) or
$(0.28) per share for fiscal 2000.

LIQUIDITY AND CAPITAL RESOURCES

      Working capital at July 31, 2002 was $1,367,807 compared to $4,479,842 at
year ended July 31, 2001. The decrease in the working capital is primarily
attributable design and new product development and the write off of excess and
obsolete inventory.

      Accounts receivable have deceased from $495,412 at year-end July 31, 2001
to $221,015 at July 31, 2002. This decrease of $274,397 is the result of the
decreased sales primarily due to the economy and the decline in the staffing
industry.


                                     - 19 -
<PAGE>

      The Company obtained an unsecured line of credit with Unity Bank in the
amount of $250,000 on September 17, 2001. The interest is at a variable rate
based on the Wall Street Journal prime rate ("the index").

      The Company expects to meet its cash requirements for the next twelve
months through existing cash balances and cash generated from operations . In
addition, the Company believes that it can obtain financing from institutional
investors secured by its assets, if necessary.

Inflation

      Management believes that the results of operations have not been affected
by inflation and management does not expect inflation to have a significant
effect on its operations in the future.

Item 7. Financial Statement

      The financial statements of Conolog Corporation, together with notes and
the Independent Auditors Report, are set forth immediately following Item 14 of
this Form 10-KSB.

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

      None

                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

                                   MANAGEMENT

Directors and Executive Officers

      The following table sets forth certain information regarding the officers
and directors of the Company as of July 31, 2002.


                                     - 20 -
<PAGE>

   NAME              AGE                POSITION

Robert S. Benou      67            Chairman/CEO and Director

Marc R. Benou        34            President/COO, CFO, Assistant
                                   Secretary and Director

Arpad J. Havasy      66            Executive Vice President,
                                   Secretary, Treasurer and
                                   Director

Louis S. Massad      65            Director

Edward J. Rielly     34            Director

Thomas Fogg          66            Vice President-Engineering

      Robert S. Benou served as President and a Director of the Company from
1968 to 2001 and presently serves as Chairman and Chief Executive Officer. Mr.
Benou is responsible for military products and new military product development.
Mr. Benou is a graduate of Victoria College and holds a BS degree from Kingston
College, England and a BSEE from Newark College of Engineering, in addition to
industrial management courses at Newark College of Engineering. Robert S. Benou
is the father of Marc R. Benou.

      Arpad J. Havasy has served as the Company's Executive Vice President and
Director since 1968. Mr. Havasy is a graduate of Electromos E's Gepeszeti
Technikum (Hungary) and the University of Budapest. In addition, Mr. Havasy has
attended courses at both Rutgers University and the American Management
Association. Mr. Havasy is on total disability.

      Louis S. Massad has been a Director of the Company since April 1995. Mr.
Massad was Vice President, Chief Financial Officer and Director of Computer
Power Inc. from 1986 to 1998. Mr. Massad has been the Chief Financial Officer of
Diversified Security Solutions, Inc. since 1999. Mr. Massad holds a BS and MS
degree from Cairo University Egypt) and an MBA from Long Island University, New
York.

      Marc R. Benou joined the Company in 1991 and presently serves as
President, Chief Operating Officer, Chief Financial Officer and Director of the
Company. From March 1991 to April 2001 he served as Vice President, Assistant
Secretary and a Director of the Company. Mr. Benou attended Lehigh and High
Point University and holds a BS degree in Psychology and a BS in Business
Administration and Management. Marc R. Benou is the son of Robert S. Benou, the
Company's Chairman.

      Edward J. Rielly has been a Director of the Company since January 1998.
Mr. Rielly is a Senior Consultant with Esavio Corporation. From February 1998 to
February 2000, Mr. Rielly was an Application Developer with Chubb Corporation.
From 1993 to 1998, Mr. Rielly was an Application Developer with the United
States Golf Association. Mr. Rielly is a graduate of Lehigh University and holds
a BS in Computer Science.

      Thomas R. Fogg joined the Company in 1976 as Chief Engineer responsible
for analog and guidance projects. Since 1986, when he became Vice
President-Engineering, he led the design team in the development of the
Company's commercial products. Mr. Fogg


                                     - 21 -
<PAGE>

holds a BSEE degree from Lafayette College and a MSEE degree from Rutgers
University. Mr. Fogg is a fellow of the Institute of Electrical and Electronic
Engineers and has published articles on delay equalization and the use of
crystal resonators.

      Directors hold office until the annual meeting of the Company's
stockholders and the election and qualification of their successors. Officers
hold office, subject to removal at any time by the Board, until the meeting of
directors immediately following the annual meeting of stockholders and until
their successors are appointed and qualified.

Item 10. EXECUTIVE COMPENSATION

Executive Compensation

                           Summary Compensation Table

<TABLE>
<CAPTION>
                     Annual Compensation      Long Term Compensation
                                                       Closing Price of    Securities
Name and                                  Restricted    Common Stock       Underlying
Principal            Fiscal                 Stock        on the Date of      Options
Position            Year-End     Salary     Awards      the Restricted       /SARS (#)
                                                         Stock Award
<S>                    <C>      <C>          <C>            <C>               <C>
Robert                 2002     $250,000     90,000         $  .70                 0
Benou,
CEO,                   2001     $230,000     80,000         $ 1.563           40,000
Chairman
                       2000     $210,000     75,000         $ 1.625                0

Marc                   2002     $ 80,000     72,000         $  .70                 0
Benou
President,             2001     $ 80,000     20,000         $ 1.563           45,000
COO, CFO, Assistant
Secretary              2000     $ 72,000     12,500         $ 1.625                0
and Director
</TABLE>

As of July 31, 2002, Mr. Robert Benou deferred receipt of $117,583 of his
salary.

The options granted during the fiscal year ended July 31, 2001 were granted
under the 2000/2001 Stock Option Plan, were exercisable at $1.60 per share and
have all been exercised.

The options granted the fiscal year ended July 31, 1999 were granted under the
1995/1996 stock option plan were exercisable at $0.625 a share and have all been
exercised.

EMPLOYMENT AGREEMENTS

      The Company has entered into a 5-year employment agreement commencing June
1, 1997 and ending May 31, 2002, with Robert Benou, which pursuant to its terms,
has renewed for one year term. Under his employment agreement, Mr. Benou will
receive an annual base salary of $150,000 for the


                                     - 22 -
<PAGE>

first year of employment with an increase of $20,000 beginning November 1997. In
addition, Mr. Benou is entitled to an annual bonus equal to 6% of the Company's
annual "income before income tax provision" as stated in its annual Form 10-KSB.
The employment agreement also entitles Mr. Benou to the use of an automobile and
to employee benefit plans, such as life, health, pension, profit sharing and
other plans.

Under the employment agreement, employment terminates upon death or disability
of the employee and employee may be terminated by the Company for cause.

      The Company has entered into a 5-year employment agreement commencing June
1, 1997 and ending May 31, 2002, with Marc Benou, which, pursuant to its terms,
has renewed for one year term. Under his employment agreement, Mr. Benou will
receive an annual base salary of $55,000 for the first year of employment with
an increase of $6,000 beginning June 1998 and every year thereafter.

      Mr. Benou is entitled to an annual bonus equal to 3% of the Company's
annual "income before income tax provision" as stated in its annual Form 10-KSB.
The employment agreement also entitles him to the use of an automobile and to
employee benefit plans, such as life, health, pension, profit sharing and other
plans. Under the employment agreement, employment terminated upon death or
disability of the employee and employee may be terminated by the Company for
cause.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth the beneficial ownership of outstanding
shares of Common Stock of the Company as of October 29, 2002 by any person who,
to the knowledge of the Company, owns beneficially more than 5% of the
outstanding Common Stock, by all directors of the Company, and by the directors
and officers of the Company as a group.


                                     - 23 -
<PAGE>

      Name and                  Amount and
      Address  of               Nature of
   Beneficial Owner         Beneficial Ownership       % of Ownership

Robert S. Benou(1)                 270,000                  5.40%

Arpad J. Havasy(1)                  22,500                   .45%

Marc R. Benou (1)                  181,797                  3.60%

Louis Massad (1)                    20,375                   .41%

Thomas Fogg (1)                     42,500                   .85%

Edward J. Rielly (1)                15,000                   .30%

Clog II LLC (2)                    501,176                  9.24%

All Executive Officers
and Directors as a Group
(6 Persons)                        552,172                 11.09%

(1) The address for these individuals is c/o Conolog Corporation, 5 Columbia
Road, Somerville, New Jersey 08876.

(2) The amounts shown for Clog II LLC ("Clog II") includes 441,176 shares of
common stock issuable upon the conversion of debentures that Clog II holds an
option to purchase (collectively, the "Common Shares"). While Clog II holds any
of the Common Shares, it must vote these shares in the same manner and
proportion as the other shareholders of the Company (e.g., if a shareholder vote
on a proposal is required and, of the votes case, 60% vote for and 40% vote
against the proposal, the Common Shares will be voted 60% for, and 40% against
the proposal). Warren Schreiber, a member and manager, of Clog II is deemed to
benefically own the shares of Clog II. The mailing address for Clog II and Mr.
Schreiber is 64 Shelter Lane, Roslyn, New York 11557.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

NONE

FORWARD LOOKING STATEMENTS

      This annual report on Form 10KSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, as
amended. Forward-looking statements inherently involve risks and uncertainties
that could cause actual results to differ materially from those stated. Such
statements are subject to certain risks and uncertainties, including our ability
to utilize, possible significant variations in recognized revenue due to
customer caused delays in installations and competition from larger more well
known companies that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. Furthermore,
there can be no assurance that our sales will increase or that our acquisitions
will positively contribute to our earnings. The Company does not assume any
obligation to update the forward-looking information and cautions readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made.


                                     - 24 -
<PAGE>

                                     PART IV

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits, see index of exhibits annexed hereto

(b)   Reports on 8K - None

Index of Exhibits

Exhibit No. Description of Exhibit

3(a)        Certificate of Incorporation - incorporated by reference to the
            Registrant's Exhibit 3.01 to Registration Statement on Form S-1
            (File No. 2-31302).

 (b)        Certificate of Amendment of Certificate of Incorporation -
            incorporated by reference to Exhibit 3.02 to the Registrant's
            Registration Statement on Form S-1 (File No. 2-31302).

 (c)        Certificate of Amendment of Certificate of Incorporation
            incorporated by reference to Exhibit 4 to the Registrant's
            Current Report on Form 8-K for July 1971.

 (d)        Certificate of Ownership and Merger with respect to the merger of
            Data Sciences (Maryland) into the Registrant and the change of
            Registrant's name from "Data Sciences Incorporated" to "DSI Systems,
            Inc." - incorporated by reference to Exhibit 3.03(a)to the
            Registrant's Registration Statement on Form S-1 (File No. 2-31302).

 (e)        Certificate of the Designation, Preferences and Relative,
            Participating, Option or Other Special Rights and Qualifications,
            Limitations or Restrictions thereof of the Series A Preferred Stock
            (par value $.50) of DSI Systems, Inc. - incorporated by reference to
            Exhibit 3.04 to the Registrant's Registration Statement on Form S-1
            (File No. 2-31302).

 (f)        Certificate of the Designation, Preferences and Relative,
            Participating, Option or Other Special Rights and Qualifications,
            Limitations or Restrictions thereof of the Series B Preferred Stock
            (par value $.50) of DSI Systems, Inc. - incorporated by reference to
            Exhibit 1 to the Registrant's Current Report on Form 8-K for
            November 1972.

 (g)        Certificate of Ownership and Merger respecting merger of Conolog
            Corporation into the Registrant and the changing of the Registrant's
            name from "DSI Systems, Inc." to "Conolog Corporation" -
            incorporated by reference to Exhibit 3 to the Registrant's Current
            Report on Form 8-K for June 1975.

 (h)        Amended By-Laws - incorporated by reference to Exhibit 3(h) to the
            Registrant's Annual Report on Form 10-K for the fiscal year ended
            July 31, 1981.


                                     - 25 -
<PAGE>

4(a)#       Specimen Certificate for shares of Common Stock

 (b)#       Form of Financial Consulting Agreement

10.1****    Employment Agreement dated June 1, 1997 between Robert Benou and
            Conolog Corporation

10.2****    Employment Agreement dated June 1, 1997 between Marc Benou and
            Conolog Corporation

10.3        Agreement to Rescind Asset Purchase Agreement by and between Conolog
            Corporation, Independent Computer Maintenance Corp., Natony Corp.
            and Natoli.

10.5+       Conolog Corporation 2002 Stock Option Plan

21.1        List of Subsidiaries

#     Incorporated by reference to Registrant's Annual Report on Form 10-K for
      the year ended July 31, 1999, as filed on October 28, 1999.

****  Incorporated by reference to the Registrant's Registration
      Statement on Form S-1 (File No. 0-8174) as filed on September 12, 1997

+     Incorporated by reference to Registrant's Proxy Statement pursuant to
      Section 14(a) of the Securities Exchange Act of 1934 filed on June 5,
      2002.


                                     - 26 -
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              Conolog Corporation


                              By:/s/ Robert S. Benou
October 29, 2002              Chairman, Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons, on behalf of the registrant and in the capacities and on the
dates indicated.

October 29, 2002
                                       /s/  Robert S. Benou
                              Chairman, Chief Executive Officer

October 29, 2002                       /s/ Arpad J. Havasy
                              Executive Vice President, Secretary,
                                     Treasurer and Director

October 29, 2002                        /s/  Marc R. Benou
                                 President, Assistant Secretary,
                                    Chief Operating Officer,
                              Chief Financial Officer and Director

October 29, 2002                        /s/ Louis S. Massad
                                           Director

October 29, 2002                        /s/ Edward J. Rielly
                                           Director


                                     - 27 -
<PAGE>

                SARBANES-OXLEY ACT SECTION 302 (a) CERTIFICATIONS

I, Robert Benou, certify that:

      1.    I have reviewed this annual report on Form 10-KSB of Conolog
            Corporation.

      2.    Based on my knowledge, this annual report does not contain any
            untrue statements of a material fact or omit to state a material
            fact necessary to make the statement make, in light to the
            circumstances under which such statements were made, not misleading
            with respect to the period covered by this annual report; and

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this annual 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 annual report.

Date: October 28, 2002


                              /s/ Robert Benou
                              --------------------------------------------------
                              Robert Benou, Chairman and Chief Executive Officer


                                     - 28 -
<PAGE>

I, Marc Benou, certify that:

      1.    I have reviewed this annual report on Form 10-KSB of Conolog
            Corporation.

      2.    Based on my knowledge, this annual report does not contain any
            untrue statements of a material fact or omit to state a material
            fact necessary to make the statement make, in light to the
            circumstances under which such statements were made, not misleading
            with respect to the period covered by this annual report; and

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this annual 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 annual report.

Date: October 28, 2002


                                             /s/ Marc Benou
                                             -----------------------------------
                                             Marc Benou, Chief Financial Officer


                                     - 29 -