Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                   ----------

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

         Delaware                                               52-0853566
--------------------------------------------------------------------------------
State or other jurisdiction                                     (I.R.S. Employer
of incorporation)                                         Identification Number)

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

                    Stock Grant to Officers and/or Directors

                            (Full Title of the Plan)

                            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 Registration Statement Becomes Effective.
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Title of                  Amount to be        Proposed Maximum        Proposed Maximum          Amount of
Securities to             Registered          Offering Price per      Aggregate Offering        Registration Fee
be Registered                                 Share (1)               Price (1)
----------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                     <C>                       <C>
Common Shares, par        800,000             $7.215 (2)              $5,772,000                $731.31
value $.01 per share
----------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Estimated solely for the purpose of calculating the registration fee.

(2) Based upon the average of the high and low prices of the Common Shares on
Nasdaq on April 28, 2004 of $7.215 per share.

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.
<PAGE>

                                     PART I
                              INFORMATION REQUIRED
                          IN THE SECTION 10a PROSPECTUS

Item 1. Plan Information.*

Item 2. Registration Information and Employee Plan Annual Information.*

      *The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
are incorporated by reference into this Registration Statement.

      (a) Registrant's Annual Report on Form 10KSB for the fiscal year ended
July 31, 2003 filed on November 14, 2003.

      (b) Registrant's Quarterly Report on Form 10QSB for the period ended
October 31, 2003, filed on December 15, 2003.

      (c) Registrant's Current Report on Form 8K filed on December 16, 2003.

      (d) Amendment No. 1 to Registrant's Quarterly Report on Form 10QSB for the
period ended October 31, 2003 filed on December 23, 2003.

      (e) Registrant's Quarterly Report on Form 10QSB for the period ended
January 31, 2004 filed on March 23, 2004.

      (f) Registrant's Current Report on Form 8K filed on December 16, 2003.


                                       2
<PAGE>

      (g) Amendment to Registrant's current Report on Form 8KA filed on March
25, 2004.

      (h) The description of the Company's Common Stock contained in its
Registration Statement on Form S-1 filed on October 16, 1996 including all
amendments or reports filed for the purpose of updating such description.

      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, as amended,
the "Exchange Act" 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 limits the liability of
Directors to the maximum extent permitted by Section 102(b)(7) of the Delaware
General Corporation Law. Delaware law provides that the directors of a
corporation will not be personally liable to such corporation or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derives an improper personal
benefit. The Company's By-Laws provide that the Company shall indemnify its
directors and officers under certain circumstances, including those
circumstances in which indemnification would otherwise be discretionary.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

Exhibit
Number      Description
-------     -----------
5           Opinion of Milberg Weiss Bershad Hynes & Lerach LLP*

10          Stock Grant Plan to Officers and/or Directors*

23          Consent of Rosenberg Rich Baker Berman & Company*

-------------------
* filed herewith


                                       3
<PAGE>

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, as
amended (the "Act"); (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 Exchange Act that
are incorporated by reference in this Registration Statement;

      (b) that, for the purpose of determining any liability under the Act, 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;

      (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 Act, each filing of the Registrant's
      annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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.


                                       4
<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 Town of Somerville, State of New Jersey, on this 30th
day of April, 2004.

                                                         CONOLOG CORPORATION

                                                         By: /s/ Robert S. Benou
                                                         -----------------------
                                                         Robert S. Benou

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Robert S. Benou and Marc R. Benou and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and additions to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

      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: April 30, 2004                         /s/ Robert S. Benou
                                             -----------------------------------
                                             Robert S. Benou
                                             Chairman, Chief Executive Officer
                                             and Director

Date: April 30, 2004                         /s/ Marc R. Benou
                                             -----------------------------------
                                             Marc R. Benou
                                             President, Chief Operating Officer,
                                             Secretary and Director

Date: April 30, 2004                         /s/ Louis S. Massad
                                             -----------------------------------
                                             Louis S. Massad
                                             Director


                                       5
<PAGE>

Date: April 30, 2004                         /s/ Edward J. Rielly
                                             -----------------------------------
                                             Edward J. Rielly
                                             Director

Date: April 30, 2004                         /s/ Graham B. Edwards
                                             -----------------------------------
                                             Graham B. Edwards
                                             Director


                                       6
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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": "333-115045", "film-number": "04769710"}, "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": "DSI SYSTEMS INC", "date-changed": "19751218"}, {"former-conformed-name": "DATA SCIENCES INC", "date-changed": "19751218"}, {"former-conformed-name": "MICROSEARCH SYSTEMS INC", "date-changed": "19690115"}]}
Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                   ----------

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

         Delaware                                               52-0853566
--------------------------------------------------------------------------------
State or other jurisdiction                                     (I.R.S. Employer
of incorporation)                                         Identification Number)

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

                    Stock Grant to Officers and/or Directors

                            (Full Title of the Plan)

                            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 Registration Statement Becomes Effective.
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Title of                  Amount to be        Proposed Maximum        Proposed Maximum          Amount of
Securities to             Registered          Offering Price per      Aggregate Offering        Registration Fee
be Registered                                 Share (1)               Price (1)
----------------------------------------------------------------------------------------------------------------
Common Shares, par        800,000             $7.215 (2)              $5,772,000                $731.31
value $.01 per share
----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.

(2) Based upon the average of the high and low prices of the Common Shares on
Nasdaq on April 28, 2004 of $7.215 per share.

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.
PART I
                              INFORMATION REQUIRED
                          IN THE SECTION 10a PROSPECTUS

Item 1. Plan Information.*

Item 2. Registration Information and Employee Plan Annual Information.*

      *The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
are incorporated by reference into this Registration Statement.

      (a) Registrant's Annual Report on Form 10KSB for the fiscal year ended
July 31, 2003 filed on November 14, 2003.

      (b) Registrant's Quarterly Report on Form 10QSB for the period ended
October 31, 2003, filed on December 15, 2003.

      (c) Registrant's Current Report on Form 8K filed on December 16, 2003.

      (d) Amendment No. 1 to Registrant's Quarterly Report on Form 10QSB for the
period ended October 31, 2003 filed on December 23, 2003.

      (e) Registrant's Quarterly Report on Form 10QSB for the period ended
January 31, 2004 filed on March 23, 2004.

      (f) Registrant's Current Report on Form 8K filed on December 16, 2003.

                                       2
(g) Amendment to Registrant's current Report on Form 8KA filed on March
25, 2004.

      (h) The description of the Company's Common Stock contained in its
Registration Statement on Form S-1 filed on October 16, 1996 including all
amendments or reports filed for the purpose of updating such description.

      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, as amended,
the "Exchange Act" 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 limits the liability of
Directors to the maximum extent permitted by Section 102(b)(7) of the Delaware
General Corporation Law. Delaware law provides that the directors of a
corporation will not be personally liable to such corporation or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derives an improper personal
benefit. The Company's By-Laws provide that the Company shall indemnify its
directors and officers under certain circumstances, including those
circumstances in which indemnification would otherwise be discretionary.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

Exhibit
Number      Description
-------     -----------
5           Opinion of Milberg Weiss Bershad Hynes & Lerach LLP*

10          Stock Grant Plan to Officers and/or Directors*

23          Consent of Rosenberg Rich Baker Berman & Company*

-------------------
* filed herewith

                                       3
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, as
amended (the "Act"); (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 Exchange Act that
are incorporated by reference in this Registration Statement;

      (b) that, for the purpose of determining any liability under the Act, 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;

      (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 Act, each filing of the Registrant's
      annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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.

                                       4
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 Town of Somerville, State of New Jersey, on this 30th
day of April, 2004.

                                                         CONOLOG CORPORATION

                                                         By: /s/ Robert S. Benou
                                                         -----------------------
                                                         Robert S. Benou

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Robert S. Benou and Marc R. Benou and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and additions to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

      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: April 30, 2004                         /s/ Robert S. Benou
                                             -----------------------------------
                                             Robert S. Benou
                                             Chairman, Chief Executive Officer
                                             and Director

Date: April 30, 2004                         /s/ Marc R. Benou
                                             -----------------------------------
                                             Marc R. Benou
                                             President, Chief Operating Officer,
                                             Secretary and Director

Date: April 30, 2004                         /s/ Louis S. Massad
                                             -----------------------------------
                                             Louis S. Massad
                                             Director

                                       5
Date: April 30, 2004                         /s/ Edward J. Rielly
                                             -----------------------------------
                                             Edward J. Rielly
                                             Director

Date: April 30, 2004                         /s/ Graham B. Edwards
                                             -----------------------------------
                                             Graham B. Edwards
                                             Director

                                       6