Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                   ----------

                                  CONOLOG CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                              520853566
--------------------------------------------------------------------------------
(State or other jurisdiction                                (I.R.S. Employer
     of incorporation)                                       Identification
                                                                 Number)

 5 Columbia Rd., Somerville, New Jersey                           08876
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

                             2002 Stock Option Plan
                            -------------------------
                            (Full Title of the Plans)

                            Arnold N. Bressler, Esq.
                    Milberg Weiss Bershad Hynes & Lerach LLP
                             One Pennsylvania Plaza
                          New York, New York 10119/0165
                    ----------------------------------------
                     (Name and address of agent for service)

                                 (212) 594-5300
                    ----------------------------------------
                    (Telephone number, including area code,
                              of agent for service)

Approximate date of commencement of proposed sale to the public: As Soon As
Practicable After This Registration Statement Becomes Effective.

                                Page 1 of 7 Pages

                        Exhibit Index Begins on Page II-2

                  (Facing Page Continued on the Following Page)
<PAGE>

                          (Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                   Proposed        Proposed
 Title of                           Maximum         Maximum
Securities           Amount        Offering        Aggregate       Amount of
  to be              to be         Price Per       Offering       Registration
Registered        Registered (1)     Share (2)      Price (2)          Fee
--------------------------------------------------------------------------------

Common Shares,     190,000          $1.08(3)       $205,200          $18.88
par value $.01      shares
per share

----------
(1)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration Statement also covers such additional indeterminate number of
      shares as may become issuable pursuant to anti-dilution and adjustment
      provisions of any options to purchase shares registered hereby.

(2)   Estimated in accordance with Rules 457(c) and 457(h) under the Securities
      Act of 1933, as amended, solely for the purpose of calculating the
      registration fee.

(3)   Based upon the average of the high and low prices of the Company's Common
      Stock on the Nasdaq SmallCap Market on January 15 2003.

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

            The following documents filed with the Commission (File No.
000-08174) pursuant to the Securities Exchange Act of 1934 are incorporated by
reference into this Registration Statement.

      (1) The Company's Quarterly Report on Form 10-QSB for the quarter ended
October 31, 2002.

      (2) The Company's Annual Report on Form 10-KSB for the fiscal year ended
July 31, 2002.

      (3) The description of the Company's Common Stock contained in its
Registration Statement on Form S-1 (Registration no. 333- 35489).

            All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.

Item 4. Description of Securities.

            Not Applicable.

Item 5. Interest of Named Experts and Counsel.

            Not applicable.

Item 6. Indemnification of Officers and Directors.

            The Company's Certificate of Incorporation requires the Company to
indemnify its officers, directors and employees to the fullest extent permitted
by law, including full or partial indemnification for any judgment, settlement
or related expense. In addition, advances of expenses to officers and directors
are permitted upon an undertaking by the person to be indemnified to repay all
such expenses if he or she is ultimately found not to be entitled to
indemnification. The indemnification provision in the Company's Certificate of
Incorporation applies to all actions and proceedings including those brought by
or in the right of the Company. Directors and officers remain liable for acts
and omissions not in good faith or which involve intentional


                                      II-1
<PAGE>

misconduct and transactions from which such officer or director derives improper
personal benefit.

Item 7. Exemption from Registration Claimed.

            Not Applicable.

Item 8. Exhibits.

Exhibit
Number                            Description
------                            -----------

5                 Opinion of Milberg Weiss Bershad Hynes & Lerach LLP

10                2002 Stock Option Plan; incorporated by reference to
                  Registrant's Proxy Statement on Schedule 14A filed with
                  the Securities and Exchange Commission on June 5, 2002.

23.1              Consent of Milberg Weiss Bershad Hynes & Lerach LLP (contained
                  in Exhibit 5)

23.2              Consent of Rosenberg Rich Baker Berman & Company.


Item 9. Undertakings.

(1)   The undersigned Registrant hereby undertakes:

            (a) to file, during any period in which offers or sales are being
      made, a post-effective amendment to this Registration Statement: (i) to
      include any prospectus required by section 10(a)(3) of the Securities Act
      of 1933; (ii) to reflect in the prospectus any facts or events arising
      after the effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement; and (iii) to include any material information with
      respect to the plan of distribution not previously disclosed in the
      Registration Statement or any material change to such information in the
      Registration Statement; provided, however, that paragraphs (a)(1)(i) and
      (a)(i)(ii) do not apply to information required to be included in a
      post-effective amendment by those paragraphs which are contained in
      periodic reports filed by the undersigned Registrant pursuant to Section
      13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in this Registration Statement;

            (b) that, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof;


                                      II-2
<PAGE>

            (c) to remove from registration by means of a post- effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

(2)         The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 that is incorporated by reference in the
      Registration Statement shall be deemed to be a new registration statement
      relating to the securities offered therein and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

            Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the Registrant pursuant to the foregoing
      provisions, or otherwise, the Registrant has been advised that in the
      opinion of the Securities and Exchange Commission such indemnification is
      against public policy as expressed in the Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the Registrant of expenses incurred
      or paid by a director, officer or controlling person of the Registrant in
      the successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the Registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling precedent, submit
      to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act and
      will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Somerville, State of New Jersey, on this 16th
day of January, 2003.

                                        CONOLOG CORP.

                                        By:/s/ Robert S. Benou
                                           ----------------------------------
                                                     Robert S. Benou
                                           Chairman, Chief Executive Officer
                                                      and Director

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Date: January 16, 2003                  /s/ Robert S. Benou
                                        -------------------------------------
                                                     Robert S. Benou
                                           Chairman, Chief Executive Officer
                                                      and Director

Date: January 16, 2003                  /s/ Arpad J. Havasy
                                        -------------------------------------
                                                   Arpad J. Havasy
                                              Executive Vice President,
                                          Secretary, Treasurer and Director

Date: January 16, 2003                  /s/ Marc R. Benou
                                        -------------------------------------
                                                    Marc R. Benou
                                         President, Chief Operating Officer,
                                         Chief Financial Officer, Assistant
                                               Secretary and Director

Date: January 16, 2003                  /s/ Louis S. Massad
                                        -------------------------------------
                                                  Louis S. Massad
                                                      Director

Date: January 16, 2003                  /s/ Edward J. Rielly
                                        -------------------------------------
                                                 Edward J. Rielly
                                                     Director


                                      II-4
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{"company-data": {"conformed-name": "CONOLOG CORP", "cik": "0000023503", "assigned-sic": "7361", "irs-number": "520853566", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102572", "film-number": "03517886"}, "business-address": {"street1": "5 COLUMBIA RD", "city": "SOMERVILLE", "state": "NJ", "zip": "08876", "phone": "9087228081"}, "mail-address": {"street1": "5 C0LUMBIA ROAD", "city": "SOMERVILLE", "state": "NJ", "zip": "08876-3588"}, "former-company": [{"former-conformed-name": "MICROSEARCH SYSTEMS INC", "date-changed": "19690115"}, {"former-conformed-name": "DATA SCIENCES INC", "date-changed": "19751218"}, {"former-conformed-name": "DSI SYSTEMS INC", "date-changed": "19751218"}]}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                   ----------

                                  CONOLOG CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                              520853566
--------------------------------------------------------------------------------
(State or other jurisdiction                                (I.R.S. Employer
     of incorporation)                                       Identification
                                                                 Number)

 5 Columbia Rd., Somerville, New Jersey                           08876
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

                             2002 Stock Option Plan
                            -------------------------
                            (Full Title of the Plans)

                            Arnold N. Bressler, Esq.
                    Milberg Weiss Bershad Hynes & Lerach LLP
                             One Pennsylvania Plaza
                          New York, New York 10119/0165
                    ----------------------------------------
                     (Name and address of agent for service)

                                 (212) 594-5300
                    ----------------------------------------
                    (Telephone number, including area code,
                              of agent for service)

Approximate date of commencement of proposed sale to the public: As Soon As
Practicable After This Registration Statement Becomes Effective.

                                Page 1 of 7 Pages

                        Exhibit Index Begins on Page II-2

                  (Facing Page Continued on the Following Page)
(Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                   Proposed        Proposed
 Title of                           Maximum         Maximum
Securities           Amount        Offering        Aggregate       Amount of
  to be              to be         Price Per       Offering       Registration
Registered        Registered (1)     Share (2)      Price (2)          Fee
--------------------------------------------------------------------------------

Common Shares,     190,000          $1.08(3)       $205,200          $18.88
par value $.01      shares
per share

----------
(1)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration Statement also covers such additional indeterminate number of
      shares as may become issuable pursuant to anti-dilution and adjustment
      provisions of any options to purchase shares registered hereby.

(2)   Estimated in accordance with Rules 457(c) and 457(h) under the Securities
      Act of 1933, as amended, solely for the purpose of calculating the
      registration fee.

(3)   Based upon the average of the high and low prices of the Company's Common
      Stock on the Nasdaq SmallCap Market on January 15 2003.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

            The following documents filed with the Commission (File No.
000-08174) pursuant to the Securities Exchange Act of 1934 are incorporated by
reference into this Registration Statement.

      (1) The Company's Quarterly Report on Form 10-QSB for the quarter ended
October 31, 2002.

      (2) The Company's Annual Report on Form 10-KSB for the fiscal year ended
July 31, 2002.

      (3) The description of the Company's Common Stock contained in its
Registration Statement on Form S-1 (Registration no. 333- 35489).

            All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.

Item 4. Description of Securities.

            Not Applicable.

Item 5. Interest of Named Experts and Counsel.

            Not applicable.

Item 6. Indemnification of Officers and Directors.

            The Company's Certificate of Incorporation requires the Company to
indemnify its officers, directors and employees to the fullest extent permitted
by law, including full or partial indemnification for any judgment, settlement
or related expense. In addition, advances of expenses to officers and directors
are permitted upon an undertaking by the person to be indemnified to repay all
such expenses if he or she is ultimately found not to be entitled to
indemnification. The indemnification provision in the Company's Certificate of
Incorporation applies to all actions and proceedings including those brought by
or in the right of the Company. Directors and officers remain liable for acts
and omissions not in good faith or which involve intentional

                                      II-1
misconduct and transactions from which such officer or director derives improper
personal benefit.

Item 7. Exemption from Registration Claimed.

            Not Applicable.

Item 8. Exhibits.

Exhibit
Number                            Description
------                            -----------

5                 Opinion of Milberg Weiss Bershad Hynes & Lerach LLP

10                2002 Stock Option Plan; incorporated by reference to
                  Registrant's Proxy Statement on Schedule 14A filed with
                  the Securities and Exchange Commission on June 5, 2002.

23.1              Consent of Milberg Weiss Bershad Hynes & Lerach LLP (contained
                  in Exhibit 5)

23.2              Consent of Rosenberg Rich Baker Berman & Company.

Item 9. Undertakings.

(1)   The undersigned Registrant hereby undertakes:

            (a) to file, during any period in which offers or sales are being
      made, a post-effective amendment to this Registration Statement: (i) to
      include any prospectus required by section 10(a)(3) of the Securities Act
      of 1933; (ii) to reflect in the prospectus any facts or events arising
      after the effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement; and (iii) to include any material information with
      respect to the plan of distribution not previously disclosed in the
      Registration Statement or any material change to such information in the
      Registration Statement; provided, however, that paragraphs (a)(1)(i) and
      (a)(i)(ii) do not apply to information required to be included in a
      post-effective amendment by those paragraphs which are contained in
      periodic reports filed by the undersigned Registrant pursuant to Section
      13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in this Registration Statement;

            (b) that, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof;

                                      II-2
(c) to remove from registration by means of a post- effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

(2)         The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 that is incorporated by reference in the
      Registration Statement shall be deemed to be a new registration statement
      relating to the securities offered therein and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

            Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the Registrant pursuant to the foregoing
      provisions, or otherwise, the Registrant has been advised that in the
      opinion of the Securities and Exchange Commission such indemnification is
      against public policy as expressed in the Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the Registrant of expenses incurred
      or paid by a director, officer or controlling person of the Registrant in
      the successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the Registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling precedent, submit
      to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act and
      will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Somerville, State of New Jersey, on this 16th
day of January, 2003.

                                        CONOLOG CORP.

                                        By:/s/ Robert S. Benou
                                           ----------------------------------
                                                     Robert S. Benou
                                           Chairman, Chief Executive Officer
                                                      and Director

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Date: January 16, 2003                  /s/ Robert S. Benou
                                        -------------------------------------
                                                     Robert S. Benou
                                           Chairman, Chief Executive Officer
                                                      and Director

Date: January 16, 2003                  /s/ Arpad J. Havasy
                                        -------------------------------------
                                                   Arpad J. Havasy
                                              Executive Vice President,
                                          Secretary, Treasurer and Director

Date: January 16, 2003                  /s/ Marc R. Benou
                                        -------------------------------------
                                                    Marc R. Benou
                                         President, Chief Operating Officer,
                                         Chief Financial Officer, Assistant
                                               Secretary and Director

Date: January 16, 2003                  /s/ Louis S. Massad
                                        -------------------------------------
                                                  Louis S. Massad
                                                      Director

Date: January 16, 2003                  /s/ Edward J. Rielly
                                        -------------------------------------
                                                 Edward J. Rielly
                                                     Director

                                      II-4