**Exhibit 31.1**

**CERTIFICATIONS**

I, Ronald A. Durando, 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, the periods    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:                                                                           |
|   |     |                                                                                                                                                                                                                                                                                                                               |   |
|   |     |  (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; |
|   |     |                                                                                                                                                                                                                                                                                                                               |   |
|   |     | (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 |
|   |     |                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |  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): |
|   |     |                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |     |  (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                                                                                                                                     |
|   |     |                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |     | (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/   Ronald A. Durando                                       |
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|                                                                         |
| Name: Ronald A. DurandoChief Executive Officer    January 26, 2004 |

 

 

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