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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 ADOPTED 
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Martin S. Smiley, certify that:

|1. | I have reviewed this quarterly report on 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;                             
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|3. |                                                                                                                                                                                                                                                                                                                                        
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|   | 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;                                                
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|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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|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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|   | b.                                                                                                                                                                                                                                                                                                                                     

Date: February 15, 2011

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

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