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Exhibit 3.1


``

`CERTIFICATE OF INCORPORATION
		                                                 OF
	                                                mPHASE TECHNOLOGIES INC.

THIS IS TO CERTIFY THAT, there is hereby organized a corporation under and by
virtue of N.J.S. 14A:1-1 et seq., the "New Jersey Business Corporation Act."

1.   The name of the Corporation is:    TECMA LABORATORY, INC.

2.   The address of the Corporation's initial registered office is:
700 Park Avenue, Plainfield, N.J. 07060
and the name of the registered agent at such address is:
David H. Rothberg

3.   The purposes for which this Corporation is organized are:
To engage in any activity within the purposes for which
Corporations may be organized under the ?New Jersey Business
Corporation Act.? N.J.S. 14A 1-1 et seq.

4.   The aggregate number of shares which the Corporation shall have
authority to issue is: 1000 no par value

5.   The first Board of Directors of this Corporation shall consist of 1
     Director and the name and address of each person who is to serve as such
     Director is:

               Name                Address             Zip Code
       Theodore Trenzeluk     200 North 5th Ave.,
                             Manville, New Jersey       08835

6.   The name and address of each incorporator is:

               Name                Address             Zip Code
       Theodore Trenzeluk     200 North 5th Ave.,
                             Manville, New Jersey       08835

In Witness Whereof, each individual incorporator, being over twenty-one years
of age has signed this Certificate; or if the Incorporator be a corporation
has caused this Certificate to be signed by its duly authorized officers this
18th Day of December 1979.`

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`CERTIFICATE OF CORRECTION

                                TO CERTIFICATE OF

                                 INCORPORATION

                                       OF

                              TECMA LABORATORY, INC.



Under Section 14A:1-6(5) of Title 14A, Corporations, General, of the New

Jersey Statutes, the undersigned does hereby correct  the  Certificate  of

Incorporation  of Tecma  Laboratory, Inc.,  which Certificate  contained  an

inaccurate  record of  the Corporation's  actions   involved  therein  and as

erroneously executed  containing  said  inaccuracies.   Said  Certificate  of

Incorporation  is  corrected  herein  described  in  paragraph  2 hereof.



1.   NAME

The name of the corporation is Tecma Laboratory, Inc. (hereinafter referred to
as the "Corporationtm).



2.   CORRECTION

The authorized shares of the Corporation is corrected by  deleting  Paragraph
4  of  the  Certificate  of  Incorporation which reads as follows:
     4.  The  aggregate number    of   shares    which

the Corporation  shall  have  authority  to  issue  is  1,000  no  par
value", and inserting in place thereof:

     4.    The aggregate number of shares which the Corporation shall have
           authority to issue is 20,000 no par value.

"Said correction  is  necessary because,  despite  the  Corporation having
advised its then attorney that it desired to have authorized 20,000 shares
of common stock, no par value, said attorney, in preparing the Certificate
of Incorporation, had inadvertently only listed authorized shares totaling
1,000, which  error was not realized  until  June  18, 1987 when the
Corporation received a Certified Copy of the Certificate of Incorporation.


     3.   EFFECTIVE DATE

Pursuant  to  14A:l-6(5)  of Title  14A,  Corporations, General,  of  the  New
Jersey  Statutes,  said  Certificate  of Incorporation  as  corrected  shall
be  deemed  to  have  been effective  in  its  corrected  form as  of
December  20,  1979,  the original filing date of said Certificate of
Incorporation.

The undersigned, as President of the above Corporation, has signed the
Correction to the Certificate of Incorporation this 19th day of June, 1987.


ATTEST:                                          TECMA LABORATORY  INC.

                                      By:
                Secretary                  Theodore Trenzluk, President`

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`STATE OF NEW JERSEY


                                 DEPARTMENT OF STATE


I, the Secretary of State of the State of New Jersey,  do hereby  Certify that
the foregoing is a true copy of

  Certificate of Incorporation, Correction and Amendment thereto:

  TECMA LABORATORIES, INC.  (Formerly TECMA LABORATORY, INC.)





as the same is taken from and compared with the original

filed in this office on the dates set forth on each instrument.

and now remaining on file and of record in my office


                                              In Testimony Whereof.  I

                                              have hereunto set my hand

                                              and affixed my Official Seal

                                              at Trenton this 19th

                                              day of July    1989




                                              Secretary of State`

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`CERTIFICATE OF AMENDMENT
                                         OF

                          CERTIFICATE OF INCORPORATION OF

                               TECMA LABORATORY, INC.
                                                                FILED
                                                             AUG 28 1987

                                                             JANE BURGIO
                                                         Secretary of State


Under     Section   14A:9-4(3)     of   Title     14A, Corporations,

General, of the New Jersey Statutes, the undersigned does hereby amend the
Certificate of Incorporation of Tecma Laboratory, Inc. as follows:

     1.   NAME

          The name of the Corporation is Tecma Laboratory, Inc.,

(hereinafter referred to as the "Corporation").

     2.   AMENDMENTS

          The  amendments  to  the  Certificate  of  Incorporation adopted

by the shareholders are as follows:

          (a)  CHANGE OF NAME

          The name of the Corporation is hereby changed to Tecma

Laboratories,   Inc.,   from  Tecma  Laboratory,   Inc.,  by deleting

Paragraph I of  the Certificate of Incorporation which reads as follows:

          "1.   The name of the Corporation is  Tecma Laboratory, Inc." and

          inserting in place thereof:

"1.  The name of the Corporation is Tecma Laboratories, Inc."`

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`(b)  AUTHORIZED SHARES

The authorized shares of the Corporation are hereby changed

to  50,000,000 shares no par value from 20,000 shares no par
value, by deleting Paragraph 4 of the Certificate of
Incorporation, as corrected, which reads as follows:

"4.  The aggregate number of shares which the Corporation
shall have authority to issue is 20,000 no par value." and
inserting in place thereof:

"4.   The aggregate number of shares which the Corporation

shall have authority to issue is 50,000,000 no par value."

(c)   REGULATION OF POWERS OF CORPORATION

The following paragraph 7 is hereby added to the Certificate

of Incorporation as follows:

"7.   REGULATION OF POWERS OF CORPORATION

(a)   The management of the business and the conduct of the

affairs of the Corporation,  including the election of the Chairman of the

Board of Directors, if any, the President  and  the Treasurer,  the Secretary

and other principal officers of the Corporation, shall be vested in its Board

of Directors.

(b)   A majority  of  the entire Board of Directors of the

Corporation shall constitute a quorum for the transaction of business except

that the By-Laws may prescribe a lesser proportion, consistent with the

provisions of the New Jersey Business Corporation Act, in the event of a

vacancy or vacancies in the entire Board.

(c)   One or more of all the Directors of the Corporation

may be removed for cause by the Shareholders by the affirmative vote of the

majority of the votes cast by the holders of shares entitled to vote for the

election of Directors; and one or more of all the Directors may be removed

without cause by like vote of said shareholders. The Board of Directors shall

have the power to remove the Directors for cause and to suspend Directors

pending a final determination that cause exists for a removal.

(d)   In  the  interim  between  annual  meetings  of

shareholders or of special meetings of shareholders called for the election

of Directors, newly created directorships may be filled by the Board of

Directors.

(e)   The Corporation is hereby authorized to lend money to,

or guarantee any obligation of, or otherwise assist, any officer or other

employee of the Corporation or of any subsidiary, whether or not such officer

or employee  is a director  thereof,  whenever, in the judgment of the Board

of Directors, such loan, guarantee or assistance may reasonably be expected to

benefit the Corporation.`

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`(f)   The Corporation shall have the power, to the full

extent permitted by the New Jersey Business Corporation Act, to indemnify each

corporate agent as the term "corporate agent" is defined by said Act.

(g)   Except as otherwise provided by the New Jersey

Business Corporation Act, any action required or permitted to be taken at a

meeting of shareholders by the New Jersey Business Corporation Act, the

Certificate of Incorporation, or the By-Laws of the Corporation may be taken

without a meeting upon the written consent of less than all the shareholders

entitled to vote thereon, if the shareholders who so consent would be entitled

to cast at least the minimum number of votes 'which would be required to take

such action at a meeting at which all shareholders entitled to vote thereon

were present.  In the event of such written action, prompt notice of such

action shall be given to all shareholders who would have been entitled to vote

upon the action if such meeting were held, and the  written  consents  of  the

shareholders consenting thereto shall be filed within the minutes or

proceedings of the shareholders."


3.   DATE OF ADOPTION

The date of the adoption of this Amendment to the

Certificate of Incorporation by the Shareholders was August 1, 1987.`

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`4.   NUMBER OF SHARES OUTSTANDING AND ENTITLED TO VOTE

The number of shares of the capital stock of the Corporation entitled to vote

on the adoption of this Amendment to the Certificate of Incorporation was

FOURTEEN  THOUSAND  SIX HUNDRED SIXTY SEVEN (14,667) shares.

5.   NUMBER OF SHARES VOTED

The number of shares of capital stock of the Corporation which voted for the

adoption of said Amendments was THIRTEEN THOUSAND ONE HUNDRED SEVENTY FIVE

(13,175) shares and the number of shares voted against the adoption of said

Amendment was zero (0) shares. Shares not voting were ONE THOUSAND FOUR

HUNDRED NINETY TWO (1,492) shares.

The undersigned as President of the above Corporation has signed this

Amendment of Certificate of Incorporation this 1st day of August 1987.



ATTEST                                   TECMA LABORATORY, INC.


                                    BY:
Joel R. Weiner, Assistant                Theodore Trenzeluk, President
                Secretary`

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`CERTIFICATE OF AMENDMENT
                                          OF
                              CERTIFICATE OF INCORPORATION



Under Section 14A:9-4(3) of Title 14A, Corporations, General, of the New
Jersey Statutes, the undersigned does hereby amend the Certificate of
Incorporation of Tecma Laboratories, Inc. as follows:
1.   Name:
The name of the corporation is hereby changed to Lightpaths TP Technologies,
Inc. by deleting paragraph 1 of the Certificate of Incorporation filed with
the Secretary of State on December 18, 1979 stating that:
1.  "The name of the Corporation is Tecma Laboratory, Inc." and inserting in
place thereof:
1.   The name of the Corporation is "Lightpaths TP Technologies, Inc."
2.   Date of Adoption:
The date of the adoption of this Amendment to the Certificate of Incorporation
by the Shareholders was March 24, 1997.
3.   Number of Shares Outstanding and Entitled to Vote:
The number of shares of the capital stock of the Corporation entitled to vote
on the adoption of this Amendment to the Certificate of Incorporation was
FIFTY MILLION (50,000,000) shares.`

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`4.   Number of Shares Voted:
The number of shares of capital stock of the Corporation which voted for the
adoption of said Amendments was 8,404,800 shares and the number of shares
voted against the adoption of said Amendment was -0- shares.  Shares not
voting were 2,999,465 shares.
The undersigned as President of the above Corporation has signed this
Certificate of Amendment of Certificate of Incorporation this 31st day of
March, 1997.


ATTEST:                            TECMA LABORATORIES, INC.


_________________________          ____________________________
Joel R. Weiner, Assistant          Theodore Trenzeluk, President
           Secretary`

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`FILED
                        CERTIFICATE OF AMENDMENT              JUN 2 1997
                                    OF
                        CERTIFICATE OF INCORPORATION        LONNA R. HOOKS
                                                          Secretary of State

Under Section 14A:9-4(3) of Title 14A, Corporations, General, of the New

Jersey Statutes, the undersigned does hereby amend the Certificate of

Incorporation of Lightpaths TP Technologies, Inc. (formerly Tecma

Laboratories, Inc.) as follows:

1.   Name:

     The name of the corporation is hereby changed to mPhase

Technologies, Inc. by deleting paragraph 1 of the Certificate of Incorporation

filed with the Secretary of State on December 18, 1979 and amended on April 7,

1997 stating that:

     1. The name of the Corporation is Lightpaths TP Technologies, Inc."

and inserting in place thereof:

     1.   The name of the Corporation is 1' mPhase Technologies, Inc."

2.   Date of Adoption:

The date of the adoption of this Amendment to the Certificate of Incorporation

by the Shareholders was May 15, 1997.

3.   Number of Shares Outstanding and Entitled to Vote:

     The  number  of  shares  of  the  capital  stock of  the

Corporation entitled to vote on the adoption of this Amendment to the

Certificate of Incorporation was SEVEN MILLION, SEVEN HUNDRED FORTY THOUSAND,

FOUR HUNDRED TWENTY SEVEN (7,740,427) shares.`

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`4.   Number of Shares Voted:

     The number of shares of capital stock of the Corporation which

voted for the adoption of said Amendments was 7,491,320 shares and the number

of shares voted against the adoption of said Amendment was -0- shares.  Shares

not voting were 249,107 shares.

The undersigned as President of the above Corporation has signed  this
Certificate  of  Amendment  of  Certificate  of Incorporation this 15th day of
May, 1997.

ATTEST:                                       LIGHTPATHS TP TECHNOLOGIES, INC.



Gustave T.Dotoli                              Ronald A. Durando
Assistant Secretary                           President`

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