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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.; 

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.
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.
designed such internal control over financial reporting, or caused such      internal control over financial reporting to be designed under our      supervision, to provide reasonable assurance regarding the reliability of      financial reporting and the preparation of financial statements for      external purposes in accordance with generally accepted accounting      principles; 

c.

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 

d.
disclosed inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and 

5. 

Theregistrant’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board of directors(or persons performing the equivalent functions): 

a. 

allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and 

b. 

any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

Date: November 13, 2009 

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