<PAGE>



                           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 Employees, Officers and Directors

                            (Full Title of the Plan)

                            Arnold N. Bressler, Esq.
                     Milberg Weiss Bershad & Schulman 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>



<TABLE>
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------
Title of Securities to    Amount to be        Proposed Maximum        Proposed Maximum          Amount of
be Registered             Registered          Offering Price per      Aggregate Offering        Registration Fee
                                              Share (1)               Price (1)
------------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                     <C>                       <C>
Common Stock, par         350,000             $2.38(2)                $833,000                  $98.05
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 Stock on
Nasdaq on April 8, 2005 of $2.38 per share.


                                     PART I
                              INFORMATION REQUIRED
                          IN THE SECTION 10a PROSPECTUS

Item 1.  Plan Information.

         See Item 2 below.

Item 2.  Registration Information and Employee Plan Annual Information.

         The documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428 promulgated under the Securities Act. The participants shall be
provided a written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of Registration Statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed. In
accordance with Rule 428, documents containing information specified in Part I
of Form S-8 are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of the Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.


                                     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, 2004 filed on November 1, 2004.

            (b) Registrant's Quarterly Report on Form 10QSB for the period ended
October 31, 2004, filed on December 13, 2004.

            (c) Registrant's Quarterly Report on Form 10QSB for the period ended
January 31, 2005 filed on March 16, 2005.

            (d) Registrant's Current Reports on Form 8K filed on December 8,
2004, December 10, 2004, December 23, 2004, February 16, 2005 and February 18,
2005.



                                       2


<PAGE>




            (e) The description of the Company's Common Stock contained in its
Registration Statement on Form SB-2 filed on May 17, 1995 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.

<TABLE>
<CAPTION>
Exhibit
Number    Description
------    -----------
<S>      <C>
5        Opinion of Milberg Weiss Bershad & Schulman LLP*

10       Stock Grant Plan to Employees, Officers and Directors

23       Consent of Bagell, Josephs & Company, L.L.C.
</TABLE>

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

Item 9.  Undertakings.

(1) The undersigned Registrant hereby undertakes:



                                       3


<PAGE>



         (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 11th
day of April, 2005.

                                        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 11, 2005                    /s/ Robert S. Benou
                                        ------------------------------------
                                        Robert S. Benou
                                        Chairman, Chief Executive Officer
                                        and Director


Date: April 11, 2005                    /s/ Marc R. Benou
                                        ------------------------------------
                                        Marc R. Benou
                                        President, Chief Operating Officer,
                                        Secretary and Director


Date: April 11, 2005                    /s/ Louis S. Massad
                                        ------------------------------------
                                        Louis S. Massad
                                        Director



                                       5


<PAGE>



Date: April 11, 2005                    /s/ Edward J. Rielly
                                        ------------------------------------
                                        Edward J. Rielly
                                        Director

Date: April 11, 2005                    /s/ David M. Peison
                                        ------------------------------------
                                        David M. Peison
                                        Director




                                       6
[{"type": "S-8", "sequence": "1", "filename": "a39586.txt", "description": "CONOLOG CORPORATION", "secsgml_size_bytes": 14861}]
{"company-data": {"conformed-name": "CONOLOG CORP", "cik": "0000023503", "assigned-sic": "3679", "irs-number": "520853566", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124075", "film-number": "05751359"}, "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 Employees, Officers and Directors

                            (Full Title of the Plan)

                            Arnold N. Bressler, Esq.
                     Milberg Weiss Bershad & Schulman 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 Securities to    Amount to be        Proposed Maximum        Proposed Maximum          Amount of
be Registered             Registered          Offering Price per      Aggregate Offering        Registration Fee
                                              Share (1)               Price (1)
------------------------------------------------------------------------------------------------------------------
Common Stock, par         350,000             $2.38(2)                $833,000                  $98.05
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 Stock on
Nasdaq on April 8, 2005 of $2.38 per share.

                                     PART I
                              INFORMATION REQUIRED
                          IN THE SECTION 10a PROSPECTUS

Item 1.  Plan Information.

         See Item 2 below.

Item 2.  Registration Information and Employee Plan Annual Information.

         The documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428 promulgated under the Securities Act. The participants shall be
provided a written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of Registration Statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed. In
accordance with Rule 428, documents containing information specified in Part I
of Form S-8 are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of the Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.

                                     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, 2004 filed on November 1, 2004.

            (b) Registrant's Quarterly Report on Form 10QSB for the period ended
October 31, 2004, filed on December 13, 2004.

            (c) Registrant's Quarterly Report on Form 10QSB for the period ended
January 31, 2005 filed on March 16, 2005.

            (d) Registrant's Current Reports on Form 8K filed on December 8,
2004, December 10, 2004, December 23, 2004, February 16, 2005 and February 18,
2005.

                                       2
(e) The description of the Company's Common Stock contained in its
Registration Statement on Form SB-2 filed on May 17, 1995 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 & Schulman LLP*

10       Stock Grant Plan to Employees, Officers and Directors

23       Consent of Bagell, Josephs & Company, L.L.C.
-------------------
* filed herewith

Item 9.  Undertakings.

(1) The undersigned Registrant hereby undertakes:

                                       3
(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 11th
day of April, 2005.

                                        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 11, 2005                    /s/ Robert S. Benou
                                        ------------------------------------
                                        Robert S. Benou
                                        Chairman, Chief Executive Officer
                                        and Director

Date: April 11, 2005                    /s/ Marc R. Benou
                                        ------------------------------------
                                        Marc R. Benou
                                        President, Chief Operating Officer,
                                        Secretary and Director

Date: April 11, 2005                    /s/ Louis S. Massad
                                        ------------------------------------
                                        Louis S. Massad
                                        Director

                                       5
Date: April 11, 2005                    /s/ Edward J. Rielly
                                        ------------------------------------
                                        Edward J. Rielly
                                        Director

Date: April 11, 2005                    /s/ David M. Peison
                                        ------------------------------------
                                        David M. Peison
                                        Director

                                       6