**Exhibit 31.2**

**CERTIFICATIONS**

I, Martin S. Smiley, certify that:

|   | 1.     | I have    reviewed this quarterly report on Form 10-Q/A 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; |
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|   | 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, theperiods presented in this report;                        |
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|   | 4.     | The        registrant’s other certifying officer 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)) for the registrant’s    and have:                                                                           |
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|   |   |  (a)                                                                                                                                                                                                                                                                                                                                 | Designed such disclosure controls and procedures,        or caused such disclosure controls and procedures to be designed under        our supervision, to ensure that material information relating to the        registrant, including its consolidated subsidiaries, is made known to        us by others within those entities, particularly during the period in    which this report is being prepared; |
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|   |   | (b)                                                                                                                                                                                                                                                                                                                                       | Evaluated the effectiveness of the registrant’s        disclosure controls and procedures and presented in this report our conclusions about the effectiveness     of the disclosure controls and procedures, as of the end of the period covered    by this report based on such evaluation; and |
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|   |   | (c)                                                                                                                                                                                                                                                                                                                                    | Disclosed in this report any change in the        registrant’s internal control over financial reporting that occurred        during the registrant’s most recent fiscal quarter (the registrant’s        fourth fiscal quarter in the case of an annual report) that has materially        affected, or is reasonably likely to materially affect, the registrant’s        internal control over financial reporting; and |
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|   | 5.     | The        registrant’s other certifying officer 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)                                                                                                                                                                                                                                                                                                                                    | All significant deficiencies and material        weaknesses in the design or operation of internal control over financial        reporting which are reasonably likely to adversely affect the registrant’s        ability to record, process, summarize and report financial information;        and                                                                                                                                     |
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|   |   | (b)                                                                                                                                                                                                                                                                                                                                    | Any fraud, whether or not material, that        involves management or other employees        who have a significant role in the registrant’s internal control        over financial reporting.                                                                                                                                                                                                                                           |
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| /s/   Martin S. Smiley                                   |
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| Name: Martin S. SmileyChief Financial OfficerJanuary 26, 2004 |
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