SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): February 7, 2003


                            mPHASE TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)





          New Jersey                 000-24969                  22-2287503
(State or Other Jurisdiction  (Commission File Number)        (IRS Employer
      of  Incorporation)                                    Identification No.)





                  587 Connecticut Ave., Norwalk, CT 06854-0566
               (Address of Principal Executive Offices) (ZIP Code)





       Registrant's telephone number, including area code: (203) 838-2741



                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)








Item 5. Other Events.

     mPhase  Technologies,  Inc.  issued a press  release  on  February  7, 2003
regarding the announcement  that mPhase is withdrawing its Rights Offering filed
December 19, 2002, a copy of which is attached as Exhibit 99.1 hereto. The press
release is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (a)  and (b) Not Applicable

     (c)  Exhibit. The following exhibit is filed with this report:
          -------

     99.1 Press Release, dated February 7, 2003, of mPhase Technologies, Inc.

                         [Signature on following page.]





                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                         mPHASE TECHNOLOGIES, INC.




                                         By:  /s/ MARTIN S. SMILEY
                                              --------------------
                                               Martin S. Smiley
                                               Executive Vice President,
                                               Chief Financial Officer and
                                               General Counsel

Date:  February 7, 2003





                                  EXHIBIT INDEX


Exhibit    Description
-------    -----------

99.1       Press Release, dated February 7, 2003, of mPhase Technologies, Inc.












                                      99.1

mPhase Withdraws Rights Offering Due to Adverse Market Conditions
Business/High Tech Editors

NORWALK,Conn.--(BUSINESSWIRE)--February7,2003

mPhase  Technologies,  Inc. (OTC BB: XDSL),  the leading  designer of innovative
solutions for the delivery of broadcast  digital  television and high-speed data
solutions over copper wires,  announced that its  withdrawing  its  registration
statement  filed December 19, 2002 from the  Securities and Exchange  Commission
(SEC) in connection with a rights offering to its shareholders.

The company has elected to withdraw the rights  offering at this time due to the
ongoing  volatility  of  the  capital  markets.   "Given  these  adverse  market
conditions,  we felt it best to  withdraw  the rights  offering  at this  time,"
stated Ronald A. Durando,  President & CEO of mPhase  Technologies Inc. A formal
letter stating our intention to withdraw the Rights Offering was sent to the SEC
February 6, 2003.

AboutmPhaseTechnologies,Inc.

mPhase  Technologies Inc. develops solutions for  cost-effectively  and reliably
transmitting  broadcast  digital  television,  high-speed  Internet  access  and
traditional  telephone  service over  existing  copper  telephone  lines via its
flagship  product,  the  Traverser(TM)  Digital Video and Data  Delivery  System
(DVDDS). mPhase also offers a growing line of innovative DSL component products,
such as the IPOTS, designed to help service providers lower the provisioning and
operating  costs  associated  with DSL.  Additionally,  through  its  subsidiary
company,  mPhaseTelevision,  the Company  provides a turnkey digital  television
package,  including  a full  compliment  of  television  programming  to service
provides utilizing video over DSL.

More information is available at the mPhase Web site at  www.mPhaseTech.com,  or
by  calling  877.674-2738.  Investors  may  obtain  additional  information  and
subscribe to investor services by referring to the Investor  Information section
at the mPhase Web site or by calling Brittany Raymond of the Investor  Relations
Department at 203/854-1348.


         Contact Information:

         mPhase Technologies, Inc.

         Jennifer Silcott, Director of Marketing

         Phone: 203.831.2208

         Email:  Jsilcott@mphasetech.com
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