Certificate of Amendment
Certificate of Incorporation
Under Section 242 of the Delaware General Corporation Law
Conolog Corporation, a corporation organized and existing under the laws of the State of Delaware (the
"Corporation") hereby certifies as follows:
1. The Certificate of Incorporation of the Corporation is hereby amended by changing the article thereof
numbered fourth so that, as amended, said Article FOURTH shall be and read as follows:
"FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is
twenty-two million (22,000,000) shares, of which two million (2,000,000) shares having a par value of $.50 per
share are to be classified as Preferred Stock and twenty million (20,000,000) shares, having a par value of $.01
per share are to be classified as Common Stock.
Each four (4) shares of the Corporation's Common Stock, par value $.01 per share, issued and outstanding as of
the close of business on April 19, 2001 (the "Record Date") shall be converted and reclassified into one (1) share
of the Corporation's Common Stock, par value $.01 per share. No fractional interests resulting from such
conversion shall be issued, but in lieu thereof, the Corporation will pay cash for each currently issued and
outstanding share of Common Stock, par value $.01 per share, representing such fractional interest at a price
equal to the average of the closing bid and ask prices of the Corporation's Common Stock as reported on the
Nasdaq SmallCap Market on the Record Date."
2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of
the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, we have signed this Certificate this 18th day of April, 2001
/s/ Robert S. Benou
Robert S. Benou, Presid