SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

CONOLOG CORPORATION
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(Name of Registrant as Specified in Its Charter)

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Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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CONOLOG CORPORATION
5 Columbia Road
Somerville, New Jersey 08876

- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 14, 2001
- --------------------------------------------------------------------------------

To the Shareholders of
CONOLOG CORPORATION

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CONOLOG
CORPORATION (the "Company"), a Delaware corporation, will be held at the offices
of Milberg Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza, New York,
New York 10119, on Thursday, June 14, 2001, at 5:00 p.m., local time, for the
following purposes:

1. To elect five directors to serve, subject to the provisions of the
By-laws, until the next Annual Meeting of Shareholders and until
their respective successors have been duly elected and qualified;

2. To consider and act upon a proposal to approve an amendment to the
Certificate of Incorporation to give effect to a one-for-three
reverse stock split of the common stock of the Company; and

3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on May 14, 2001 as
the record date for the meeting and only holders of shares of record at that
time will be entitled to notice of and to vote at the Annual Meeting of
Shareholders or any adjournment or adjournments thereof.

By order of the Board of Directors.

ROBERT S. BENOU
Chairman and Chief Executive Officer

Somerville, New Jersey
May 17, 2001

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IMPORTANT
IF YOU CANNOT PERSONALLY ATTEND THE MEETING, IT IS
REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES
INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL
IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES
- --------------------------------------------------------------------------------

CONOLOG CORPORATION
5 Columbia Road
Somerville, New Jersey 08876

-----------------------------------------------------

P R O X Y S T A T E M E N T

for

ANNUAL MEETING OF SHAREHOLDERS

to be held June 14, 2001

-----------------------------------------------------

May 17, 2001

The enclosed proxy is solicited by the Board of Directors of Conolog
Corporation, a Delaware corporation (the "Company") in connection with the
Annual Meeting of Shareholders to be held at the offices of Milberg Weiss
Bershad Hynes & Lerach LLP, One Pennsylvania Plaza, New York, New York 10119 on
Thursday, June 14, 2001, at 5:00 p.m., local time, and any adjournments thereof,
for the purposes set forth in the accompanying Notice of Meeting. Unless
instructed to the contrary on the proxy, it is the intention of the persons
named in the proxy to vote the proxies in favor of (i) the election as directors
of the nominees listed below to serve until the next Annual Meeting of
Shareholders and (ii) amendment to the Certificate of Incorporation to give
effect to a one-for-three reverse split of the common stock of the Company. The
record date with respect to this solicitation is the close of business on May
14, 2001 and only shareholders of record at that time will be entitled to vote
at the meeting. The principal executive office of the Company is 5 Columbia
Road, Somerville, New Jersey 08876, and its telephone number is (908) 722-8081.
The shares represented by all validly executed proxies received in time to be
taken to the meeting and not previously revoked will be voted at the meeting.
This proxy may be revoked by the shareholder at any time prior to its being
voted by filing with the Secretary of the Company either a notice of revocation
or a duly executed proxy bearing a later date. This proxy statement and the
accompanying proxy were mailed to you on or about May 17, 2001.

OUTSTANDING SHARES; QUORUM; REQUIRED VOTE

As of the close of business on April 19, 2001, each four shares of the
Company's common stock having a par value of $.01 per share issued and
outstanding were converted and reclassified into one share of the Company's
common stock having a par value of $.01 per share (the "Reverse Split"). All
common stock amounts and prices stated herein reflect the Reverse Split.

The number of outstanding shares entitled to vote at the meeting is
2,382,700 common shares, par value $.01 per share, not including 8,813 common
shares held in treasury. Each common share is entitled to one vote. The presence
in person or by proxy at the Annual Meeting of the holders of a majority of such
shares shall constitute a quorum. There is no cumulative voting. Assuming the
presence of a quorum at the Annual Meeting: directors shall be elected by a
plurality of the votes cast. The affirmative vote of the holders of a majority
of the total outstanding common shares is necessary to approve the amendment to
the Certificate of Incorporation to give effect to a one-for-three reverse stock
split of the common stock of the Company.

Votes shall be counted by one or more persons who shall serve as the
inspectors of election. The inspectors of election will canvas the shareholders
present in person at the meeting, count their votes and count the votes
represented by proxies presented. Abstentions and broker nonvotes are counted
for purposes of determining the number of shares represented at the meeting, but
are deemed not to have voted on the proposal. Broker nonvotes occur when a
broker nominee (which has voted on one or more matters at the meeting) does not
vote on one or more other matters at the meeting because it has not received
instructions to so vote from the beneficial owner and does not have
discretionary authority to so vote.

ELECTION OF DIRECTORS

The five persons named below, all of whom are presently directors of the
Corporation, have been nominated for re-election to serve until the Annual
Meeting of Shareholders and until their respective successors have been elected
and qualified.

Date of
Initial Number of Shares
Positions with Company Election Beneficially
and/or Principal as a Owned as of Percent of
Name (age) Occupation Director May 14, 2001 Class
---------- ---------- -------- ------------ -----

Robert S. Benou (66) Chairman, Chief Executive 1968 178,225 7.4%
Officer and Director

Arpad J. Havasy (63) Executive Vice President, 1968 17,156 0.7%
Secretary, Treasurer and
Director

Louis S. Massad (62) Director 1995 5,625 0.2%

Marc R. Benou (33) President, Chief Operating 1995 34,250 1.4%
Officer, Assistant
Secretary and Director

Edward J. Rielly (33) Director 1998 4,375 0.2%

Each officer holds office at the pleasure of the Board of Directors. The
Company has no "significant" employees other than the executive officers. There
are no arrangements or understandings pursuant to which either the directors or
officers was selected as such.

Robert S. Benou was elected Chairman and Chief Executive Officer of the
Company beginning May 1, 2001. Mr. Benou continues to serve as a director of the
Company, and from 1968 until May 1, 2001, he served as its President. Mr. Benou
is responsible for new product development and supervision of sales and
marketing. 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 and is responsible for manufacturing of both components and
hardware operations. 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 has been Chief Financial Officer and a Director of IntegCom Corp. since
2000. From 1997 to 2000, Mr. Massad was a consultant to IntegCom Corp. From 1986
to 1997, Mr. Massad was a Vice President, Chief Financial Officer and Director
of Computer Power Inc. Mr. Massad holds a BS and MS degree from Cairo University
(Egypt) and an MBA from Long Island University, New York.

Marc R. Benou was elected President and Chief Operating Officer of the
Company beginning May 1, 2001. Mr. Benou joined the Company in 1991 and is
responsible for material, purchasing and inventory control. From March 1995
until May 1, 2001, he served as Vice President, Assistant Secretary and as a
Director. Mr. Benou continues to serve as an assistant secretary and a director.
Mr. Benou attended Lehigh and High Point University and holds a BS degree in
Business Administration and Management. Marc R. Benou is the son of Robert S.
Benou, the Company's Chairman and Chief Executive Officer.

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.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the fiscal year ended July 31, 2000, the Board of Directors held
ten meetings. All of the directors attended all of the meetings of the Board of
Directors.

The Company has an Audit Committee, which consists of Messrs. Marc Benou,
Massad and Rielly. The Company's Board of Directors has adopted a written
charter for the Audit Committee (attached hereto as Appendix A). The Audit
Committee has the obligations specified in the Audit Committee charter.

REPORT OF THE AUDIT COMMITTEE

The following shall not be deemed to be "soliciting material" or to be
"filed" with the Commission nor shall such information be incorporated by
reference into any future filing of the Company under the Securities Act of 1933
or the Securities and Exchange Act of 1934.

The Audit Committee oversees the financial reporting process on behalf of
the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. With respect to the audit of the fiscal year ended July 31, 2000, the
Audit Committee met four times. The initial meeting occurred prior to the
year-end when the Audit Committee met with representatives of management and of
the Company's independent auditors, Rosenberg Rich Baker Berman & Company, to
receive, review and accept the plan for the year-end audit. Subsequently, the
Audit Committee met three more times to review the fiscal year financial results
and the Company's audited consolidated financial statements.

In the course of these meetings, the Audit Committee discussed with the
Company's independent auditors those matters required to be discussed by
Statement on Accounting Standards No. 61, as amended, "Communication with Audit
Committees," by the Auditing Standards Board of the American Institute of
Certified Public Accountants. The Audit Committee received and reviewed the
written disclosures and the letter from the independent auditors required by
Independence Standard No. 1, as amended, "Independence Discussions with

Audit Committee," by the Independence Standards Board and have considered the
compatibility of nonaudit services with the auditor's independence.

In fulfilling its oversight responsibilities, the Committee reviewed the
audited financial statements in the Annual Report with management including a
discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements. Based on the reviews and discussions
referred to above, the Audit Committee recommends to the Board of Directors that
the consolidated financial statements referred to above be included in the
Company's Annual Report on Form 10-KSB for the year ended July 31, 2000.

Audit Committee
Marc R. Benou
Louis S. Massad
Edward J. Rielly

Fiscal 2000 Audit Firm Fee Summary

During the fiscal year ended July 31, 2000, audit fees were $26,000, and
there were no non-audit related fees. Audit related services include fees for
benefit plan and certain subsidiary audits, SEC registration statements,
business acquisitions and accounting consultations.

The Company does not have a standing compensation or nominating committee.

EXECUTIVE OFFICERS

The executive officers of the Company are Robert S. Benou, Chairman and
Chief Executive Officer, Arpad J. Havasy, Executive Vice President, Secretary
and Treasurer, Marc R. Benou, President, Chief Operating Officer and Assistant
Secretary, information as to each of whom is set forth above, and Thomas R.
Fogg, Vice President - Engineering. Mr. 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 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.

EXECUTIVE COMPENSATION

The following table sets forth the cash compensation (consisting entirely
of salary) paid (or accrued for) by the Company to its Chairman and Chief
Executive Officer, the only executive officer whose aggregate remuneration
exceeded $100,000 in each of the Company's last three fiscal years ended July
31, 2000, 1999 and 1998:

Summary Compensation Table

Annual Compensation Long-Term Compensation
--------------------------- -------------------------------
Awards Payouts
Other --------- ------------------
Name and Annual Restricted All Other
Principal Fiscal Com- Stock Options LT1P Com-
Position Year-End Salary Bonus pensation Awards /SARS Payouts pensation
-------- -------- ------ ----- --------- -------- ------- ------- ---------

Robert Benou, 2000 $210,000 75,000 0
Chairman and
Chief Executive
Officer
1999 $190,000 21,250 1,250
1998 $170,000 62,500 7,500

EMPLOYMENT AGREEMENTS

The Company entered into a five-year employment agreement, commencing June
1, 1997 and ending May 31, 2002, with Robert S. Benou. Under his employment
agreement and its subsequent amendments, Mr. Benou will receive an annual base
salary of $150,000 for the first year of employment with an increase of $20,000
beginning November 1997 and every year thereafter. 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 entitled 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 entered into a five-year employment agreement, commencing June
1, 1997 and ending May 31, 2002, with Marc R. Benou. 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 November 1997 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 terminates upon death or
disability of the employee and employee may be terminated by the Company for
cause.

COMPENSATION OF DIRECTORS

No director of the Company receives any cash compensation for his services
as such. Currently, the Company has two directors who are not employees, Mr.
Massad and Mr. Rielly.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The full Board of Directors made all decisions concerning executive
compensation during fiscal 2000. During fiscal 2000, no executive officers of
the Company served as a member of the compensation committee or board of
directors of another entity.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of May 14, 2001, certain information
concerning stock ownership of the Company by (i) each person who is known by the
Company to own beneficially more than 5% of the outstanding common shares of the
Company, (ii) each of the Company's directors and (iii) all current directors
and officers of the Company as a group. Except as otherwise indicated, all such
persons have both sole voting and investment power over the shares shown as
being beneficially owned by them.

Name and Address of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class
---------------- ----------------------- --------
Robert S. Benou(1) 178,225 7.4%

Arpad J. Havasy(1) 17,156 0.7%

Marc R. Benou(1) 34,250 1.4%

Louis Massad(1) 5,625 0.2%

Thomas Fogg(1) 15,000 0.6%

Edward J. Rielly(1) 4,375 0.2%

Clog II LLC(2) 735,258 23.6

All Executive Officers
and Directors as a Group
(6 Persons) 254,631 10.5%

(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 18,382 shares of
common stock issuable upon the conversion of debentures held by Clog II,
713,235 shares of common stock issuable upon the conversion of debentures
that Clog II holds the option to purchase and 3,641 shares of the
Company's common stock that Clog II holds. 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
cast, 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 beneficially own the shares of
Clog II. Additionally, Mr. Schreiber individually owns 6,250 shares of the
Company. The mailing address for Clog II and Mr. Schreiber is 64 Shelter
Lane, Roslyn, New York 11557.

CERTAIN TRANSACTIONS

The Company has adopted a policy that transactions with affiliated
entities or persons will be on terms no less favorable than could be obtained
from unrelated parties and that all transactions between the Company and its
officers, directors, principal shareholders and affiliates will be approved by a
majority of the Company's Board of Directors.

PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO GIVE EFFECT TO A ONE-FOR-THREE REVERSE STOCK SPLIT
OF THE COMMON STOCK OF THE COMPANY.

The Board of Directors is recommending that the shareholders approve the
amendment to the Company's Certificate of Incorporation to give effect to a
one-for-three reverse stock split of shares of the common stock of the Company
(the "Reverse Stock Split"). The Reverse Stock Split will not change
substantially the rights of holders of the Company's common stock. Although the
number of each stockholder's shares of common stock will be reduced as a result
of the Reverse Stock Split, such stockholder's voting rights and pro rata equity
interest in the Company will not be reduced, except for possible immaterial
changes due to the Company's purchase of fractional shares as described below.

As of May 14, 2001, there was only one class of common stock, of which
there were approximately 834 holders. The number of shares which will result in
fractional interests cannot be precisely predicted as the Company cannot
determine in advance the number of stockholders whose total holdings are not
evenly divisible by three; however, it is not anticipated that a substantial
number of shares will be required to be cashed out. The Reverse Stock Split is a
transaction rather than the first step in a series of transactions and will not
cause the Company's common stock to be held of record by less than 300 persons.

The shares of common stock of the Company have traded infrequently and at
very low prices for some years. The Board of Directors has authorized the
Reverse Stock Split to reduce the number of outstanding shares with the
expectation that each share will trade at a higher price.

The authorized capital stock of the Company consists of 20,000,000 shares
of common stock and 2,000,000 shares of preferred stock. There will be no change
in the number of authorized capital stock as a result of the Reverse Stock
Split. The number of issued and outstanding shares will be reduced from
2,382,700 to 794,233 (not including treasury shares). Consequently, the number
of authorized but unissued common shares and treasury shares will increase from
17,617,300 to 19,205,767.

If the amendment is approved by the Company's stockholders, and if the
Board of Directors in its discretion still believes at that time that the
Reverse Stock Split is in the best interests of the Company and its
stockholders, the Company will file an amendment to its Certificate of
Incorporation with the Secretary of State of Delaware promptly after the Board
of Directors vote in favor of effecting the Reverse Split. The Reverse Stock
Split will become effective on the opening of business on the day following the
record date stated in the amended Certificate of Incorporation (the "Effective
Date") and the stockholders who held Shares of the Company's common stock as of
the close of business on the record date ("Record Holders") will be notified as
soon as practicable after the Effective Date that the Reverse Stock Split has
been effected. The Corporation's transfer agent will act as its exchange agent
(the "Exchange Agent") to act for the Record Holders in implementing the
exchange of their certificates.

As soon as practicable after the Effective Date, Record Holders will be
notified and requested to surrender their certificates representing shares of
pre-split common stock ("Old Common Stock") to the Exchange Agent in exchange
for certificates representing post-split common stock ("New Common Stock"). One
share of New Common Stock will be issued in exchange for each three (3) shares
of Old Common Stock. For Record Holders of multiple certificates, the Company
will aggregate the shares and divide by the split ratio. In the case of street
name holders, the Company's transfer agent will convert the certificates in
accordance with instructions from the street name holders. Any certificates for
shares of Old Common Stock not so surrendered shall be deemed to represent one
share of New Common Stock for each three shares of Old Common Stock previously
represented by such certificate.

Stockholders who ostensibly would be entitled to receive fractional shares
because they hold a number of shares of common stock not evenly divisible by
three will be entitled, upon surrender to the Exchange Agent of certificates
representing such shares, to a cash payment in lieu thereof at a price equal to
the average of the closing bid and ask prices of the Company's common stock as
reported on Nasdaq SmallCap Market on the day prior to the Effective Date. The
number of shares which will result in fractional interests cannot be precisely
predicted as the Company cannot determine in advance the number of stockholders
whose total holdings are not evenly divisible by three. It is not anticipated
that a substantial number of shares will be required to be cashed out and the
Company does not believe the cash out of fractional shares will result in a
material expenditure. The proposed amendment is set forth in Exhibit A

FORM 10-K

The Company undertakes to provide without charge to each person solicited
by this proxy statement a copy of the Company's Annual Report on Form 10-KSB
including the financial statements and financial statement schedules required to
be filed with the Securities and Exchange Commission for the Company's most
recent fiscal year. The request made in writing shall be addressed to Robert
Benou, Conolog Corporation, 5 Columbia Road, Somerville, New Jersey, 08876.

OTHER MATTERS

The Board of Directors does not know of any matters other than those
mentioned above to be presented to the meeting. If any other matters do come
before the meeting, the persons named in the proxy will exercise their
discretion in voting thereof.

SHAREHOLDER PROPOSALS

Proposals by any shareholders intended to be presented at the next Annual
Meeting of Shareholders must be received by the Company for inclusion in
material relating to such meeting not later than April 16, 2002.

EXPENSES

All expenses in connection with solicitation of proxies will be borne by
the Company. Officers and regular employees of the Company may solicit proxies
by personal interview and telephone and telegraph. Brokerage houses, banks and
other custodians, nominees and fiduciaries will be reimbursed for out-of-pocket
and reasonable expenses incurred in forwarding proxies and proxy statements.

By Order of the Board of Directors,

Robert S. Benou
Chairman & Chief Executive Officer

Appendix A

CONOLOG CORPORATION

Audit Committee of the Board of Directors

CHARTER
--------------------------------------

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting process generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of and
foster adherence to, the Corporation's policies, procedures and practices at all
levels. The Audit Committee's primary duties and responsibilities are to:

1. Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.

2. Review and appraise the audit efforts of the Corporation's
independent accountants.

3. Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board of
Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board, a majority of whom shall be independent directors. An
independent director means a person other than an officer or other employee of
the Company or any of its subsidiaries or any other individual having a
relationship which, in the opinion of the Company's board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. A director shall not be considered independent
if, among other things, he or she has:

o been employed by the Corporation or its affiliates in the current or
past three years;

o accepted any compensation from the Corporation or its affiliates in
excess of $60,000 during the previous fiscal year (except for board
service, retirement plan benefits, or non-discretionary
compensation);

o an immediate family member who is, or has been in the past three
years, employed by the Corporation or its affiliates as an executive
officer;

o been a partner, controlling shareholder or an executive officer of
any for-profit business to which the Corporation made, or from which
it received, payments (other than those which arise solely from
investments in the corporation's securities) that exceed five
percent of the organization's consolidated gross revenues for that
year, or $200,000, whichever is more, in any of the past three
years; or

o been employed as an executive of another entity where any of the
Corporation's executives serve on that entity's compensation
committee.

All members of the Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee shall
have accounting or related financial management expertise.

The members of the Committee shall be elected by the Board at the annual
meeting of the Board or until their successors shall be duly elected and
qualified. Unless a Chair is elected by the full Board, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership.

III. MEETINGS

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or at least its Chair should meet with the independent
accountants and management quarterly to review the Corporation's financials
consistent with Section IV.3 below.

IV. RESPONSIBILITIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and update this Charter periodically, at least annually, as
conditions dictate.

2. Review the Corporation's annual financial statements and any reports
or other financial information submitted to any governmental body,
or the public, including any certification, report, opinion, or
review rendered by the independent accountants.

3. Review with financial management and the independent accountants the
10-QSB prior to its filing or prior to the release of earnings. The
Chair of the Committee may represent the entire Committee for
purposes of this review.

Independent Accountants

4. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve
the fees and other compensation to be paid to the independent
accountants. On an annual basis, the Committee should review and
discuss with the accountants all significant relationships the
accountants have with the Corporation to determine the accountants'
independence.

5. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when
circumstances warrant.

6. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Corporation's financial statements.

Financial Reporting Process

7. In consultation with the independent accountants, review the
integrity of the Corporation's financial reporting process, both
internal and external.

8. Consider the independent accountant's judgments about the quality
and appropriateness of the Corporation's accounting principles as
applied to its financial reporting.

9. Consider and approve, if appropriate, major changes to the
Corporation's accounting principles and practice as suggested by the
independent accountants or management.

Process Improvement

10. Establish regular and separate systems of reporting to the Audit
Committee by each of management and the independent accountants
regarding any significant judgments made in management's preparation
of the financial statements and the view of each as to the
appropriateness of such judgments.

11. Following completion of the annual audit, review separately with
each of management and the independent accountants any significant
difficulties encountered during the course of the audit, including
any restrictions on the scope of work or access to required
information.

12. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.

13. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices,
as approved by the Audit Committee, have been implemented.

Ethical and Legal Compliance

14. Establish, review and update periodically a Code of Ethical Conduct
and ensure that management has established a system to enforce this
Ethical Code.

15. Review managements' monitoring of the Corporation's compliance with
the Corporation's Ethical Code, and ensure that management has the
proper review system in place to ensure that the Corporation's
financial statements, reports and other financial information
disseminated to governmental organizations, and the public satisfy
legal requirements.

16. Review, with the Corporation's counsel, legal compliance matters
including corporate securities trading policies.

17. Review with the Corporation's counsel, any legal matter that could
have a significant impact on the Corporation's financial statements.

18. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or Board
deems necessary or appropriate.

Exhibit A

Certificate of Amendment

Certificate of Incorporation

CONOLOG CORPORATION

- --------------------------------------------------------------------------------

Under Section 242 of the
Delaware General Corporation Law

- --------------------------------------------------------------------------------

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 $.01 per share are
to be classified as Common Stock.

Each three (3) shares of the Corporation's Common Stock, par value
$.01 per share, issued and outstanding as of the close of business on
_________________ (the "Record Date") shall be converted and
reclassified into one (1) share of the Corporation's Common Stock,
par value $.01 per share. 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 Nasdaq
SmallCap Market on the Record Date."

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, I have signed this Certificate this __ day of
- ---------, ----.

----------------------------------
Robert S. Benou
Chairman & Chief Executive Officer

CONOLOG CORPORATION

PROXY

Annual Meeting of Shareholders - June 14, 2001.

The undersigned shareholder of Conolog Corporation (the "Company") hereby
appoints Robert S. Benou the attorney and proxy of the undersigned, with full
power of substitution, to vote, as indicated herein, all the common shares of
the Company standing in the name of the undersigned at the close of business on
May 14, 2001 at the Annual Meeting of Shareholders of the Company to be held at
the offices of Milberg Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza,
New York, New York 10119 at 5:00 p.m., local time, on the 14th day, June, 2001,
and at any and all adjournments thereof, with all the powers the undersigned
would possess if then and there personally present and especially (but without
limiting the general authorization and power hereby given) to vote as indicated
on the proposals, as more fully described in the Proxy Statement for the
meeting.

(Please fill in the reverse side and return promptly in the enclosed envelope.)

Please mark boxes o or |X| in blue or black ink.

1. Election of Directors.

FOR all nominees |_|

WITHHOLD authority only for those nominees whose name(s) I have written
below |_|

WITHHOLD authority for ALL nominees |_|

Nominees for Directors are: Robert S. Benou
Arpad J. Havasy
Louis S. Massad
Marc R. Benou
Edward J. Rielly

2. Proposal to amend the Certificate of Incorporation to give effect to a
one-for-three reverse stock split of the common stock of the Company.

For |_| Against |_| Abstain |_|

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.

For |_| Against |_| Abstain |_|

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED FOR THE
ELECTION OF THE PROPOSED DIRECTORS AND FOR THE ABOVE PROPOSALS UNLESS OTHERWISE
INDICATED.

[Sign, Date and Return the Proxy Card SIGNATURE(S) should be exactly as name
Promptly Using the Enclosed Envelope.] or names appear on this proxy. If stock
is held jointly, each holder should
sign. If signing is by attorney,
executor, administrator, trustee or
guardian, please give full title.