<PAGE>
Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration Statement No. 333-14247
Conolog Corporation
Prospectus Supplement Dated February 4, 1997
to
Prospectus dated November 8, 1996
On January 31, 1997, The Chase Manhattan Bank, a New York
Banking corporation (the "Bank") and Conolog Corporation, a Delaware
corporation (the "Company") entered into Amendment No. 1 to the Conolog
Corporation Allonge dated September 11, 1996 (the "Allonge") (which
previously amended the Amended and Restated Term Note dated as of August
2, 1995 between the Company and the Bank ("Note")). The original Allonge
provided that the Bank may convert the entire unpaid principal and
interest due under the Note ("Debt Claim") into 1,400,000 shares of
Common Stock of the Company at any time on or before April 15, 1997. The
amended Allonge now provides the Bank the right to convert all or, if it
so desires, only a portion of the Debt Claim. The number of shares
issuable upon conversion of a portion of the Debt Claim will be
calculated on the basis of 1 share for each $3.00 of the Debt Claim
being converted with the balance of the 1,400,000 shares to be issued
when all of the Debt Claim has been converted.
On January 31, 1997, the Bank and CNL Holdings, Inc., a Delaware
corporation ("CNL") entered into Amendment No. 1 to the Option and
Purchase, Sale and Assignment Agreement dated September 12, 1996 (the
"Option Agreement") between the Bank and CNL. Under the original Option
Agreement, the Bank granted an option to CNL to purchase all of the
Bank's interest in (i) the Amended and Restated Term Loan Agreement
dated as of August 2, 1995 between the Company and the Bank, (ii) the
Note and (iii) the 375,000 shares of the Company's Common Stock owned
by the Bank. CNL paid $150,000 to the Bank for the option, which has an
exercise price of $1,500,000 and an expiration date of April 15, 1997.
The Company and CNL entered into an agreement dated as of September 12,
1996 (the "Agreement"), whereby CNL agreed to lend up to $2,500,000 to
the Company under certain circumstances and the Company agreed to file a
registration statement (the "Registration Statement") with the
Securities and Exchange Commission to register the 375,000 shares of
Common Stock owned by the Bank and the 1,400,000 shares of Common Stock
into which the Note is convertible (collectively, the "CNL Option
Shares"). The Registration Statement was declared effective on November
8, 1996.
The amended Option Agreement now provides that on or before
February 5, 1997, CNL will purchase from the Bank for an aggregate
purchase price of $600,000, no less than (i) 133,333 shares of Common
Stock for $399,999, and (ii) $200,001 of the Debt Claim represented by
the Note. CNL thereafter may exercise the remainder of the option on or
before April 15, 1997. In addition, CNL may purchase from the Bank
additional shares of Common Stock owned by the Bank at the price of
$3.00 per share and portions of the Debt Claim from time to time. See
"Business-Credit Facility" and "Selling Securityholder and Plan of
Distribution."
