UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

Amendment No. 1 
On

(X) ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 
(NO FEE REQUIRED) FOR THE YEAR ENDED JUNE 30, 2008

COMMISSION FILE NO. 000-24969

mPHASE TECHNOLOGIES, INC.

|NEW
    JERSEY                           | 22-2287503            
|---------------------------------------- | ----------------------
|(State
    or other jurisdiction of      | (I.R.S.
    Employer  
|incorporation or organization)           | Identification Number)
|                                         |                       
|587
    CONNECTICUT AVE., NORWALK, CT    | 06854-1711            
|(Address of principal executive offices) | (Zip
    Code)        

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, $.01 PAR VALUE

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934, during the preceding 12 months (or for
shorter period that the registrant was required to file such report), and (2)
has been subject to such filing requirements for the past 90 days.

YES x                   
NO o

Indicate by check mark if the
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendments to the Form 10-K.

As of September 23, 2008 there were
approximately 527,000,000 shares of common stock, $01 par value, outstanding and
the aggregate market price of shares held by non-affiliates was approximately
$21,000,000 (Based upon a closing common stock price of $.04 on September 23,
2008 solely for the purpose of calculating the preceding amount, all directors
and officers of the registrant are deemed to be affiliates.)

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Explanatory Note

mPhase Technologies, Inc., a New
Jersey corporation, is filing this Amendment No. 1  on our Form 10K/A solely for
the purpose of correction of the Certifications required by Item 302 of
Regulation SK of the Securities Act of 1933, as amended.



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SIGNATURES

Pursuant to the requirements of the
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant, has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                      | mPHASE TECHNOLOGIES, INC.
|--------------------- | -------------------------
|                      |                          
|Dated: March 13, 2009 | By:                      
|                      |                          
|                      |                          

Pursuant to the requirements of the
Securities and Exchange Act of 1934, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

|Ronald A. Durando,
    Chief Executive Officer, Director | March
    13, 2009
|-------------------------------------------------------- | ------------------
|Gustave T. Dotoli,
    Chief Operating Officer, Director | March
    13, 2009
|Martin S. Smiley,
    Chief Financial Officer, Director  | March
    13, 2009
|Anthony Guerino,
    Director                            | March
    13, 2009
|Abraham Biderman,
    Director                           | March
    13, 2009
|Victor Lawrence,
    Director                            | March
    13, 2009



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