---

Exhibit 31.1

**CERTIFICATION PURSUANT TO RULE 13A-14(a)/15D-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED**PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald A. Durando, certify that:

|1. | I have reviewed this annual report on Form 10-K/A
      (Amendment No.2) of mPhase
      Technologies, Inc.:                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                            
|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;                         
|   |                                                                                                                                                                                                                                                                                                                                                            
|3. | Based on my
    knowledge, the financial statements, and other financial information
    included in this report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the registrant
    as of, and for, the periods presented in this report;                                                    
|   |                                                                                                                                                                                                                                                                                                                                                            
|4. | The registrant's
    other certifying officer(s) and I are responsible for establishing and
    maintaining disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
    (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
    registrant and have:
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | a.                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | b.                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | c.                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | d.                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                            
|5. |                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | a.                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                            
|   | b.                                                                                                                                                                                                                                                                                                                                                         

Date: November 15, 2010

/s/ Ronald A. DurandoRonald A. Durando
President and CEO

---