SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                             -----------------------

                                    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): May 8, 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 May 8, 2003 regarding
the announcement of execution of a Reseller  Agreement with Lucent  Technologies
allowing  mPhase to bundle  Lucent's  Stinger(R)  DSL Access  Concentrator  into
mPhase's leading-edge  television-over-DSL  package, 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 May 8, 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:  May 8, 2003






                                  EXHIBIT INDEX
                                  -------------


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

99.1        Press Release, dated May 8, 2003, of mPhase Technologies, Inc.











                                                                    Exhibit 99.1

                                  Press Release

              mPhase and Lucent Technologies Build on Research and
                            Development Relationship

           mPhase executes reseller agreement with Lucent Technologies

NORWALK, Conn.--(BUSINESS WIRE)--May 8, 2003--mPhase Technologies, Inc. (OTC BB:
XDSL),  a leading  supplier of solutions  for the delivery of broadcast  digital
television and high-speed data over copper wires,  announced it has cemented its
ongoing business  relationship with Lucent by signing a Reseller  Agreement that
allows  mPhase  to bundle  Lucent's  Stinger(R)  DSL  Access  Concentrator  into
mPhase's leading-edge television-over-DSL package.

With this agreement,  mPhase also becomes a Lucent Global Business Partner, with
access to the many  benefits  associated  with being a part of the Lucent Global
Business   Partner  program.   mPhase   customers  can  now  purchase   Lucent's
industry-leading  Stinger(R)  DSL Access  Concentrator  and  mPhase's  Broadcast
Television Switch (BTS) and digital set-top box from a single source.

"This reseller agreement expands the relationship mPhase has enjoyed with Lucent
and is the next  logical step from our recently  announced  product  development
relationship with Lucent's Bell Labs," said Ronald Durando, president and CEO of
mPhase.

mPhase  announced  earlier this year that it was teaming with Lucent to create a
hybrid,  best-in-class  broadband  platform to deliver converged services with a
collaborative  product  combining  mPhase's  unique  approach to the delivery of
broadcast  television  over DSL  with  Lucent's  industry-leading,  high-density
broadband platform, the Stinger(R) DSL Access Concentrator,  resulting in a high
quality-of-service hybrid solution with dramatic reductions in per-port expense.

"This  combined  product  solution is highly  efficient and ideal for developing
markets where there is a lack of multichannel television options," stated Victor
Lawrence, vice president, Advanced Communications Technology at Bell Labs.

Outside  of  the  United   States  and  pockets  of  Europe,   the  majority  of
television-owning  households are not served with cable television. The emerging
markets,  particularly  those in Eastern Europe,  Middle East and Africa (EMEA),
are areas of high growth for video over DSL.  According to a report published in
February 2003 by industry analysts the Gartner Group,  "[the number of telephone
companies  in the EMEA region  saying] they would offer video over DSL has leapt
from 40 percent in 2001 to almost 75 percent in 2002.  This is a clear sign that
carriers [in this  region]  realize they need to move  upstream  with  broadband
value-added services."

"Uniting  the  strengths  of mPhase  and  Lucent  has  resulted  in a  reliable,
scaleable and cost-effective method of supporting television services over DSL,"
added Durando. "With the reseller agreement in place - and our new position as a
Lucent  Global  Business  Partner - mPhase has a total package and the resources
available  to bring this  solution to players  around the globe who want to make
television-over-DSL a reality."

About mPhase Technologies, 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. 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.

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.

________________________________________________________________________________


Contact Information:

Jennifer Silcott
mPhase Technologies Inc.
(203- 831.2208
jsilcott@mphasetech.com
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