SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under The Securities Exchange Act of 1934
(Amendment No. )
Conolog Corp
____________________________________________________________
(Name Of Issuer)
Common New
________________________________________
(Title of Class of Securites)
208254102
______________________________
(Cusip Number)
Check the following box if a fee is being paid with
this statement [X]. (A) fee is not required only if the filing
person : (1) has a previous statement on file reporting
beneficial ownership of more than 5% of the class of
securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (see rule13d-7.)
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however,see the Notes).
(Continued on the following page(s))
Page 1 of 6 Pages
SEC 1745 (9-82)
<PAGE>
CUSIP No. 208254102 13G Page 2 of 6 Pages
Conolog Corp
1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE
PERSON.
Chemical Banking Corporation - CBC
Chemical Bank - CB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(A)
(B)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Chemical Banking Corporation - CBC
Chemical Bank - CB
NUMBER
OF
SHARES 5 SOLE VOTING POWER
CBC - 375,000
CB - 375,000
BENEFI-
CIALLY
OWNED BY 6 SHARED VOTING POWER - NONE
EACH
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
CBC - 375,000
CB - 375,000
WITH 8 SHARED DISPOSITIVE POWER - NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - CBC - 375,000
CB - 375,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
CBC - 29.8%
CB - 29.8%
12 TYPE OF PERSON REPORTING*
CBC - HC
CB - BK
* SEE INSTRUCTION BEFORE FILLING OUT!
Conolog Corp.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G Under
The Securities Exchange Act of 1934
(Amendment No. )
Item 1(a). Name of Issuer: Conolog Corp.
Item 1(b).Address of Issuer: 5 Columbia Road
Somerville, NJ 08876
Principal Executive Officer: Robert S. Benou,
President
Item 2(a). Name of Person Filing: This notice is filed by
CHEMICAL BANKING CORPORATION (CBC)and its wholly
owned subsidiary, Chemical Bank (CB).
Item 2(b). Address of Principal Business
CBC: 270 Park Avenue
Office: New York, NY 10017
CB: 270 Park Avenue
New York, NY 10017
Item 2(c). Citizenship:
CBC - Delaware
CB - New York
Item 2(d). Title of Class of Securities: Common Shares
Item 2(e). CUSIP Number: 208254102
Page 3 of 6
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Conolog Corp.
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15
of the Act.
(b) [ X ] Bank as defined in Section 3(a)(6) of the
Act.
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section
8 of the Investment Company Act.
(e) [ ] Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
endowment Fund
[see Section 240.13d-1(b)(1)(ii)(F)].
(g) [ X ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G).
(h [ ] Group, in accordance with Section
240.13d-1(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned:
CBC - 375,000
CB - 375,000
(b) Percent of Class:
CBC - 29.8%
CB - 29.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
CBC - 375,000
CB - 375,000
(ii) Shared power to vote or to direct the vote:
Page 4 of 6
<PAGE>
Conolog Corp.
(iii) Sole power to dispose or to direct the
disposition of:
CBC - 375,000
CB - 375,000
(iv) Shared power to dispose or to direct the
disposition of:
Item 5. Ownership of Five Percent or Less of a Class:
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
In August of 1995, as part of the recapitalization of
this publicly-traded (NASD) company, Chemical Bank
agreed to restructure the repayment terms of its loan
to the company. Part of the consideration provided was
the exchange of a portion of our debt claim for shares
of the company's common stock. After the
recapitalization, the Bank owns 375,000 shares of
Conolog common stock.
Item 7. Identification and Classification of the Subsidiary
Which Holds the Security Being Reported on by the Parent
Holding Company:
Pursuant to Rule 13(d) - 1 (c): This notice is filed
on behalf of both CBC and its subsidiary, CB. In lieu
of attaching an exhibit hereto, the identity of CB is
asset forth on the cover page hereof. CB is classified
as a Bank, as such term is defined in Section (3) (a)
(6) of the Securities Exchange Act of 1934, as amended,
Item 8. Identification and Classification of Members of this
Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Page 5 of 6
<PAGE>
Conolog Corp.
Item 10. Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and did not have the
effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose
or effect.
Signature: After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated: February 12, 1996
CHEMICAL BANK CHEMICAL BANKING CORPORATION
/s/Edward Lee Smith /s/John B. Wynne
Edward Lee Smith John B. Wynne
Vice President Corporate Secretary
Page 6 of 6
