Certificate of Amendment

                                       of

                          Certificate of Incorporation

                                       of

                               Conolog Corporation

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                            Under Section 242 of the
                        Delaware General Corporation Law

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         Conolog Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation") hereby certifies as follows:

         1. The Certificate of Incorporation of the Corporation is hereby
amended by changing the article thereof numbered fourth so that, as amended,
said Article FOURTH shall be and read as follows:

         "FOURTH: The total number of shares of all classes of stock which the
Corporation is authorized to issue is twenty-two million (22,000,000) shares of
which two million (2,000,000) shares having a par value of $.50 per share are to
be classified as Preferred Stock and twenty million (20,000,000) shares, having
a par value of $1.00 per share are to be classified as Common Stock.

         Each one hundred (100) shares of the Corporation's Common Stock, par
value $.01 per share, issued and outstanding as of the close of business on
August 17, 1995 shall be converted and reclassified into one (1) share of the
Corporation's Common Stock par value $1.00 per share, so that each share of the
Corporation's Common Stock, $.01 par value, issued and outstanding is hereby
converted and reclassified. No fractional interests resulting from such
conversion shall be issued, but in lieu thereof, the Corporation will pay cash
for each currently issued and outstanding share of Common Stock, par value $.01
per share, representing such fractional interest at a price equal to the average
of the closing bid and ask prices of the Corporation's Common Stock as reported
on the OTC Bulletin Board on August 16, 1995."

         2. The foregoing amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation law of the State of
Delaware by the vote of a majority of each class of outstanding stock of the
Corporation entitled to vote thereon.




         IN WITNESS WHEREOF, we have signed this Certificate this 18th day of
November, 1996.

                                       /S/
                                       -----------------------------------------
                                       Robert S. Benou, President

ATTEST:

/S/
- -----------------------------------
Arpad J. Havasy, Secretary

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