Exhibit 4.4

      THIS  WARRANT  AND THE  SHARES OF  COMMON  STOCK  ISSUABLE  UPON
      EXERCISE  OF THIS  WARRANT  HAVE NOT BEEN  REGISTERED  UNDER THE
      SECURITIES  ACT OF 1933,  AS  AMENDED,  OR ANY STATE  SECURITIES
      LAWS.  THIS WARRANT AND THE COMMON STOCK  ISSUABLE UPON EXERCISE
      OF THIS  WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR
      HYPOTHECATED  IN  THE  ABSENCE  OF  AN  EFFECTIVE   REGISTRATION
      STATEMENT AS TO THIS WARRANT  UNDER SAID ACT AND ANY  APPLICABLE
      STATE  SECURITIES  LAWS  OR AN  OPINION  OF  COUNSEL  REASONABLY
      SATISFACTORY TO CONOLOG  CORPORATION  THAT SUCH  REGISTRATION IS
      NOT REQUIRED.

               Right to Purchase 270,000 Shares of Common Stock of
                               Conolog Corporation
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                                Issue Date:  April 26, 2004

      CONOLOG CORPORATION a corporation organized under the laws of the State of
Delaware,  hereby certifies that, for value received,  LAURUS MASTER FUND, LTD.,
or assigns (the "Holder"), is entitled, subject to the terms set forth below, to
purchase  from the Company (as defined  herein) from and after the Issue Date of
this  Warrant and at any time or from time to time  before  5:00 p.m.,  New York
time,  through the close of business April 26, 2011 (the "Expiration  Date"), up
to 270,000 fully paid and  nonassessable  shares of Common Stock (as hereinafter
defined),  $0.01 par value per share, at the applicable Exercise Price per share
(as defined below).  The number and character of such shares of Common Stock and
the  applicable  Exercise  Price per share are subject to adjustment as provided
herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

            (a) The term "Company"  shall include  Conolog  Corporation  and any
      corporation  which shall succeed,  or assume the  obligations  of, Conolog
      Corporation hereunder.

            (b) The term "Common Stock" includes (i) the Company's Common Stock,
      par value $0.01 per share; and (ii) any other securities into which or for
      which any of the securities described in (a) may be converted or exchanged
      pursuant to a plan of  recapitalization,  reorganization,  merger, sale of
      assets or otherwise.

            (c) The term  "Other  Securities"  refers to any stock  (other  than
      Common  Stock) and other  securities  of the  Company or any other  person
      (corporate or otherwise) which the holder of the Warrant at any time shall
      be entitled to receive,  or shall have  received,  on the  exercise of the
      Warrant,  in lieu of or in addition to Common Stock,  or

                                       15
<PAGE>

      which at any time shall be  issuable or shall have been issued in exchange
      for or in  replacement  of Common  Stock or Other  Securities  pursuant to
      Section 4 or otherwise.

            (d) The "Exercise  Price"  applicable under this Warrant shall be as
      follows:

                  (i) a price of $1.325  for the first  90,000  shares  acquired
            hereunder;

                  (ii) a price of $1.590  for the next  90,000  shares  acquired
            hereunder; and

                  (iii) a price of $1.855  for any  additional  shares  acquired
            hereunder.

      1. Exercise of Warrant.

            1.1 Number of Shares Issuable upon Exercise. From and after the date
hereof through and including the  Expiration  Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery of an
original  or fax copy of an  exercise  notice  in the form  attached  hereto  as
Exhibit  A (the  "Exercise  Notice"),  shares of  Common  Stock of the  Company,
subject to adjustment pursuant to Section 4.

            1.2 Fair Market Value. For purposes hereof,  the "Fair Market Value"
of a share of Common Stock as of a particular  date (the  "Determination  Date")
shall mean:

            (a) If the  Company's  Common Stock is traded on the American  Stock
      Exchange  or another  national  exchange  or is quoted on the  National or
      SmallCap  Market of The  Nasdaq  Stock  Market,  Inc.("Nasdaq"),  then the
      closing or last sale price,  respectively,  reported for the last business
      day immediately preceding the Determination Date.

            (b) If the  Company's  Common  Stock is not  traded on the  American
      Stock Exchange or another national exchange or on the Nasdaq but is traded
      on the NASD OTC  Bulletin  Board,  then  the  mean of the  average  of the
      closing  bid  and  asked  prices   reported  for  the  last  business  day
      immediately preceding the Determination Date.

            (c) Except as provided in clause (d) below, if the Company's  Common
      Stock is not publicly traded,  then as the Holder and the Company agree or
      in the absence of agreement by  arbitration  in accordance  with the rules
      then in effect of the American  Arbitration  Association,  before a single
      arbitrator to be chosen from a panel of persons qualified by education and
      training to pass on the matter to be decided.

            (d)  If  the  Determination  Date  is  the  date  of a  liquidation,
      dissolution  or  winding  up,  or any event  deemed  to be a  liquidation,
      dissolution  or winding up pursuant  to the  Company's  charter,  then all
      amounts to be payable per share to holders of the Common Stock pursuant to
      the charter in the event of such  liquidation,  dissolution or winding up,
      plus all other  amounts to be  payable  per share in respect of the Common
      Stock in liquidation under the charter,  assuming for the purposes of this
      clause  (d) that all of the  shares of Common  Stock  then  issuable  upon
      exercise of the Warrant are outstanding at the Determination Date.

                                       2
<PAGE>

            1.3 Company  Acknowledgment.  The Company  will,  at the time of the
exercise of the Warrant,  upon the request of the holder hereof  acknowledge  in
writing its  continuing  obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Warrant.  If the  holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

            1.4 Trustee for Warrant  Holders.  In the event that a bank or trust
company  shall have been  appointed  as trustee  for the  holders of the Warrant
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as  hereinafter  described) and shall accept,  in
its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

      2. Procedure for Exercise.

            2.1 Delivery of Stock Certificates,  Etc., on Exercise.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered and payment made for such shares in accordance herewith.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within  three (3) business  days  thereafter,  the Company at its expense
(including  the payment by it of any  applicable  issue  taxes) will cause to be
issued in the name of and  delivered  to the  Holder,  or as such  Holder  (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

            2.2  Exercise.  (a) If the  shares of Common  Stock  underlying  the
exercise  hereof  have been  registered  on a  registration  statement  declared
effective  by the SEC,  payment may be made in cash or by  certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise Price for the number of Common Shares specified in such Exercise Notice
(as such  exercise  number  shall be adjusted to reflect any  adjustment  in the
total number of shares of Common  Stock  issuable to the Holder per the terms of
this  Warrant) and the Holder shall  thereupon be entitled to receive the number
of duly  authorized,  validly issued,  fully-paid and  non-assessable  shares of
Common  Stock (or Other  Securities)  determined  as provided  herein  provided,
however,  that if the shares of Common Stock underlying the exercise hereof have
not been registered on a registration  statement  declared effective by the SEC,
payment  shall be made by delivery  of the  Warrant,  or shares of Common  Stock
and/or  Common Stock  receivable  upon exercise of the Warrant for the number of
Common Shares  specified in such Exercise  Notice (as such exercise number shall
be adjusted to reflect any  adjustment  in the total  number of shares of Common
Stock issuable to the Holder per the terms of this Warrant) and the Holder shall
thereupon be entitled to receive the number of duly

                                       3
<PAGE>

authorized, validly issued, fully-paid and non-assessable shares of Common Stock
(or  Other  Securities)  determined  as  provided  herein.  Notwithstanding  any
provisions  herein to the  contrary,  if the Fair  Market  Value of one share of
Common Stock is greater than the Exercise  Price (at the date of  calculation as
set forth below),  in lieu of exercising  this Warrant for cash,  the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion  thereof  being  exercised)  by surrender of this Warrant at the
principal  office of the Company  together with the properly  endorsed  Exercise
Notice in which event the  Company  shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

      X=Y          (A-B)
                 --------
                     A

      Where X =  the number of shares of Common Stock to be issued to the Holder

      Y =        the number of shares of Common Stock purchasable
                 under the Warrant or, if only a portion of the
                 Warrant is being exercised, the portion of the
                 Warrant being exercised (at the date of such
                 calculation)

      A =        the Fair Market Value of one share of the Company's Common
                 Stock (at the date of such calculation)

      B =        Exercise Price (as adjusted to the date of such calculation)

      3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

            3.1 Reorganization,  Consolidation, Merger, Etc. In case at any time
or from  time to time,  the  Company  shall  (a)  effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

            3.2  Dissolution.  In the event of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company,  concurrently with any distributions  made to holders of its Common
Stock,  shall at its expense  deliver or cause to be delivered to the Holder the
stock and other  securities  and property  (including  cash,  where  applicable)
receivable  by the Holder of the  Warrant  pursuant to Section  3.1,  or, if the
Holder shall so instruct the Company,  to a bank or trust  company  specified by
the Holder and having its  principal  office in New York,  NY as trustee for the
Holder of the Warrant (the "Trustee").

                                       4
<PAGE>

            3.3 Continuation of Terms. Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.

      4.  Extraordinary  Events  Regarding  Common Stock.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

      5.  Certificate  as to  Adjustments.  In each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

                                       5
<PAGE>

      6.  Reservation  of Stock,  Etc.,  Issuable on  Exercise  of Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of the  Warrant,  shares of  Common  Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

      7. Assignment;  Exchange of Warrant. Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred  by any  registered  holder hereof (a  "Transferor")  in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without limitation, a legal opinion from the Transferor's counsel that
such  transfer  is  exempt  from the  registration  requirements  of  applicable
securities  laws,  the Company at its expense but with payment by the Transferor
of any applicable  transfer  taxes) will issue and deliver to or on the order of
the  Transferor  thereof  a new  Warrant  of  like  tenor,  in the  name  of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

      8. Replacement of Warrant. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

      9.  Registration  Rights.  The  Holder of this  Warrant  has been  granted
certain  registration  rights by the Company.  These registration rights are set
forth  in a  Registration  Rights  Agreement  entered  into by the  Company  and
Purchaser dated as of even date of this Warrant.

      10.  Maximum  Exercise.  The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 4.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Notwithstanding the foregoing,  the restriction  described in
this  paragraph  may be revoked upon 75 days prior notice from the Holder to the
Company and is  automatically  null and void upon an Event of Default  under the
Note.  Notwithstanding  anything contained herein to the contrary, the number of
shares of Common Stock  issuable by the Borrower  and  acquirable  by the Holder
hereunder  pursuant to the terms of the Note  and/or the  Warrant  issued by the
Borrower to the Holder pursuant to that certain  Securities  Purchase  Agreement
dated April __, 2004 (collectively,  the "April Transaction

                                       6
<PAGE>

Documents"),  shall not exceed an aggregate of 459,770  shares of the Borrower's
Common  Stock,  (subject  to  appropriate  adjustment  for stock  splits,  stock
dividends,  or other similar  recapitalizations  affecting the Common Stock)(the
"Maximum  Common Stock  Issuance"),  unless the issuance of shares  hereunder in
excess of the  Maximum  Common  Stock  Issuance  shall  first be approved by the
Borrower's  shareholders.  If at any  point in time  and  from  time to time the
number  of  shares of Common  Stock  issued  pursuant  to the terms of the April
Transaction  Documents  would exceed the Maximum  Common Stock  Issuance but for
this Section 3.2, the Borrower shall promptly,  but no later than July 31, 2004,
call a shareholders  meeting to solicit shareholder approval for the issuance of
the shares of Common  Stock  hereunder  in excess of the  Maximum  Common  Stock
Issuance.

      11. Warrant  Agent.  The Company may, by written notice to the each Holder
of the  Warrant,  appoint an agent for the purpose of issuing  Common  Stock (or
Other  Securities)  on the  exercise  of this  Warrant  pursuant  to  Section 1,
exchanging  this  Warrant  pursuant  to Section 7, and  replacing  this  Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.

      12. Transfer on the Company's Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

      13. Notices, Etc. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

      14.  Voluntary  Adjustment  by the  Company.  The  Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

      15.  Miscellaneous.  This  Warrant  and any term  hereof  may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought  concerning  the  transactions  contemplated  by this Warrant
shall be brought only in the state  courts of New York or in the federal  courts
located in the state of New York; provided,  however, that the Holder may choose
to waive this  provision and bring an action  outside the state of New York. The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this

                                       7
<PAGE>

Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision. The Company acknowledges that legal counsel participated in the
preparation  of  this  Warrant  and,  therefore,  stipulates  that  the  rule of
construction  that  ambiguities  are to be resolved  against the drafting  party
shall not be applied in the  interpretation  of this  Warrant to favor any party
against the other party.

                   [Balance of page intentionally left blank;
                            signature page follows.]

                                       8
<PAGE>

         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                           CONOLOG CORPORATION

WITNESS:

                                           By:       __________________________

                                           Name:     __________________________

___________________________________        Title:    __________________________




                                       9
<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:   Conolog Corporation

      Attention:        Chief Financial Officer

      The  undersigned,  pursuant to the  provisions  set forth in the  attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

____________     ________ shares of the Common Stock covered by such Warrant; or

____________     the maximum number of shares of Common Stock covered by such
                 Warrant pursuant to the cashless exercise procedure set forth
                 in Section 2.

      The undersigned herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

____________      $__________ in lawful money of the United States; and/or

____________      the cancellation of such portion of the attached Warrant as is
                  exercisable for a total of _______ shares of Common Stock
                  (using a Fair Market Value of $_______ per share for purposes
                  of this calculation); and/or

____________      the cancellation of such number of shares of Common Stock as
                  is necessary, in accordance with the formula set forth in
                  Section 2.2, to exercise this Warrant with respect to the
                  maximum number of shares of Common Stock purchasable pursuant
                  to the cashless exercise procedure set forth in Section 2.

      The undersigned  requests that the  certificates for such shares be issued
in the name of, and delivered to  ______________________________________________
whose address is______________________________________________________________.

      The  undersigned  represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:
       ________________________    ____________________________________________
                                   (Signature must conform to name of holder as
                                   specified on the face of the Warrant)

                                   Address:
                                           ____________________________________

                                           ____________________________________

                                       A-1

<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

      For value received,  the undersigned hereby sells,  assigns, and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within  Warrant to  purchase  the  percentage  and number of
shares of Common  Stock of Conolog  Corporation  into  which the within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
Conolog Corporation with full power of substitution in the premises.

                                                     Percentage      Number
Transferees                 Address                  Transferred   Transferred
___________                 _______                  ___________   ___________

________________________    ______________________   ___________  ______________

________________________    ______________________   ___________  ______________

________________________    ______________________   ___________  ______________

________________________    ______________________   ___________  ______________

Dated:
       __________________________   ____________________________________________
                                    (Signature must conform to name of holder as
                                    specified on the face of the Warrant)

                                    Address:
                                            ____________________________________

                                            ____________________________________

                                    SIGNED IN THE PRESENCE OF:

                                    ____________________________________________
                                                       (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]

__________________________________________________________
                        (Name)

                                       B-1