Conolog
CORPORATION
5 Columbia Road, Somerville, New Jersey 08876-3588 /
908-722-8081 FAX NO. 908-722-5461
May 4, 2006
VIA EDGAR
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Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Attn: Russell Mancuso, Esq.
Branch Chief
Re: Conolog Corporation (the "Company")
Registration Statement on Form SB-2-No. 333-133208 (the "Filing")
Dear Commissioners:
Please note that this letter supersedes and replaces the Company's
letter to the Security and Exchange Commission dated May 2, 2006. Pursuant to
Rule 461(a) under the Securities Act of 1933, as amended, it is hereby requested
that the effective date of the Filing be accelerated and that the Filing become
effective at 4:30 p.m. on Friday, May 5, 2006 or as soon thereafter as possible.
The Company hereby acknowledges that:
o Should the Commission or the staff, acting pursuant to delegated
authority, declare the Filing effective, it does not foreclose
the Commission from taking any action with respect to the Filing;
o The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the Filing effective, does not
relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the Filing; and
o The Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
Very truly yours,
CONOLOG CORPORATION
By: /s/ Robert Benou
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Robert Benou
Chief Executive Officer
cc: Alan Morris, Esq. (via facsimile)
Barbara R. Mittman, Esq. (via facsimile)