<PAGE>


    As filed with the Securities and Exchange Commission on November 30, 2006
                                                       Registration No. 333-____
  -----------------------------------------------------------------------------

                           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                                        22-1847286
  -----------------------------------------------------------------------------
 (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 & Directors
                            (Full Title of the Plan)

                            Arnold N. Bressler, Esq.
                          Epstein Becker & Green, P.C.
                                 250 Park Avenue
                               New York, NY 10177
                ------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 351-4500
                ------------------------------------------------
                     (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.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------
Title of Securities to    Amount to be        Proposed Maximum        Proposed Maximum          Amount of
be Registered             Registered (1)      Offering Price per      Aggregate Offering        Registration Fee
                                              Share (2)               Price (2)
------------------------------------------------------------------------------------------------------------------
<C>                       <C>                 <C>                     <C>                       <C>
Common Stock, par value   450,000             $3.79(3)                $1,705,500                $183
$.01 per share
</TABLE>


(1) Includes such additional shares as may become issuable by reason of stock
splits, stock dividends or similar transactions.

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

(3) Based upon the average of the high and low prices of the Common Stock on
Nasdaq on November 28, 2006 of $3.79 per share.






<PAGE>


                                     PART I
                              INFORMATION REQUIRED
                         IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

            The documents containing the information specified by Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1) under the
Securities Act. These documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II below, taken together, constitute a Section
10(a) prospectus.


Item 2.     Registration Information and Employee Plan Annual Information.

            We will provide without charge to each person to whom a copy of a
Section 10(a) prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated by reference in Item
3 of Part II below. Requests should be directed to Conolog Corporation, 5
Columbia Road, Somerville, New Jersey 08876, Attn. Robert S. Benou, Chairman,
(908) 722-8081.

                                     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 10-KSB for the fiscal
year ended July 31, 2006 filed on October 30, 2006.

                (b) Registrant's Current Reports on Form 8K filed on August 28,
2006.

                (c) The description of the Company's Common Stock contained in
its Registration Statement on Form SB-2/A filed on April 26, 2006 including all
amendments or reports filed for the purpose of updating such description.


                                       2






<PAGE>


            In addition, all documents subsequently filed with the Securities
and Exchange Commission by us 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 securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

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 Epstein Becker & Green, P.C.

10       Stock Grant Plan to Officers, Directors and Employees

23       Consent of Bagell, Josephs, Levine & Company, L.L.C.

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

Item 9.  Undertakings.


                                       3





<PAGE>


(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 November, 2006.


                                              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: November 30, 2006                      /s/ Robert S. Benou
                                             --------------------------------
                                             Robert S. Benou
                                             Chairman, Chief Executive Officer
                                             and Director


Date: November 30, 2006                      /s/ Marc R. Benou
                                             --------------------------------
                                             Marc R. Benou
                                             President, Chief Operating Officer,
                                             Secretary and Director


Date: November 30, 2006                      /s/ Louis S. Massad
                                             --------------------------------
                                             Louis S. Massad
                                             Director


                                       5





<PAGE>


Date: November 30, 2006                       /s/ Edward J. Rielly
                                              --------------------------------
                                              Edward J. Rielly
                                              Director

Date: November 30, 2006                       /s/ David M. Peison
                                              --------------------------------
                                              David M. Peison
                                              Director





                                       6
[{"type": "S-8", "sequence": "1", "filename": "c45511_s-8.txt", "secsgml_size_bytes": 14905}]
{"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": "333-139041", "film-number": "061249024"}, "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"}]}
As filed with the Securities and Exchange Commission on November 30, 2006
                                                       Registration No. 333-____
  -----------------------------------------------------------------------------

                           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                                        22-1847286
  -----------------------------------------------------------------------------
 (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 & Directors
                            (Full Title of the Plan)

                            Arnold N. Bressler, Esq.
                          Epstein Becker & Green, P.C.
                                 250 Park Avenue
                               New York, NY 10177
                ------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 351-4500
                ------------------------------------------------
                     (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 (1)      Offering Price per      Aggregate Offering        Registration Fee
                                              Share (2)               Price (2)
------------------------------------------------------------------------------------------------------------------
Common Stock, par value   450,000             $3.79(3)                $1,705,500                $183
$.01 per share
(1) Includes such additional shares as may become issuable by reason of stock
splits, stock dividends or similar transactions.

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

(3) Based upon the average of the high and low prices of the Common Stock on
Nasdaq on November 28, 2006 of $3.79 per share.
PART I
                              INFORMATION REQUIRED
                         IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

            The documents containing the information specified by Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1) under the
Securities Act. These documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II below, taken together, constitute a Section
10(a) prospectus.

Item 2.     Registration Information and Employee Plan Annual Information.

            We will provide without charge to each person to whom a copy of a
Section 10(a) prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated by reference in Item
3 of Part II below. Requests should be directed to Conolog Corporation, 5
Columbia Road, Somerville, New Jersey 08876, Attn. Robert S. Benou, Chairman,
(908) 722-8081.

                                     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 10-KSB for the fiscal
year ended July 31, 2006 filed on October 30, 2006.

                (b) Registrant's Current Reports on Form 8K filed on August 28,
2006.

                (c) The description of the Company's Common Stock contained in
its Registration Statement on Form SB-2/A filed on April 26, 2006 including all
amendments or reports filed for the purpose of updating such description.

                                       2
In addition, all documents subsequently filed with the Securities
and Exchange Commission by us 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 securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

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 Epstein Becker & Green, P.C.

10       Stock Grant Plan to Officers, Directors and Employees

23       Consent of Bagell, Josephs, Levine & Company, L.L.C.

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

Item 9.  Undertakings.

                                       3
(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 November, 2006.

                                              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: November 30, 2006                      /s/ Robert S. Benou
                                             --------------------------------
                                             Robert S. Benou
                                             Chairman, Chief Executive Officer
                                             and Director

Date: November 30, 2006                      /s/ Marc R. Benou
                                             --------------------------------
                                             Marc R. Benou
                                             President, Chief Operating Officer,
                                             Secretary and Director

Date: November 30, 2006                      /s/ Louis S. Massad
                                             --------------------------------
                                             Louis S. Massad
                                             Director

                                       5
Date: November 30, 2006                       /s/ Edward J. Rielly
                                              --------------------------------
                                              Edward J. Rielly
                                              Director

Date: November 30, 2006                       /s/ David M. Peison
                                              --------------------------------
                                              David M. Peison
                                              Director

                                       6