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Exhibit 31.2

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

I, Martin S. Smiley, certify that:

|1. | I have reviewed this quarterly report on Amendment No 1
      to Form 10-Q of mPhase Technologies, Inc.;                                                                                                                                                                                                                                                       
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|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:
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|   | a.                                                                                                                                                                                                                                                                                                                                                             
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|   | b.                                                                                                                                                                                                                                                                                                                                                             
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|   | c.                                                                                                                                                                                                                                                                                                                                                             
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|   | d.                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                
|5. | The registrants other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the registrants auditors and the audit committee
      of registrants board of directors (or persons performing the equivalent
      functions):                                         
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|   | a.                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | b.                                                                                                                                                                                                                                                                                                                                                             

Date: December 10, 2012

/s/ Martin S. SmileyMartin S. SmileyEVP, Chief
Financial Officer and General Counsel

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