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): February 20, 2003


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





           New Jersey                   000-24969                22-2287503
(State or Other Jurisdiction of  (Commission File Number)       (IRS Employer
         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  20, 2003
regarding the announcement that mPhase is teaming up with Lucent Technologies to
create an improved  system for the  delivery of digital  television  over DSL, 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 20, 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 20, 2003





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


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

99.1        Press Release, dated February 20, 2003, of mPhase Technologies, Inc.












                                      99.1

    mPhase and Lucent Team, Creating a Hybrid, Best-In-Class Television over
                     DSL Solution Business/High Tech Editors

NORWALK,Conn.--(BUSINESSWIRE)--February20,2003

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  it  is  teaming  with  Lucent
Technologies  to  deliver a  cost-effective  and  best-in-class  video  over DSL
solution.  Combining mPhase's unique approach to the delivery of television over
DSL with Lucent's industry leading broadband platform, the Stinger(R) DSL Access
Concentrator, results in a high quality-of-service hybrid solution with dramatic
reductions in per port expense.

The  combined  Lucent-mPhase  solution  will consist of three key  elements:  1)
mPhase's digital set top box which was recently refined by Lucent  Technologies'
Bell Labs;  2) Lucent's  Stinger(R)  DSL Access  Concentrator  as the  transport
mechanism; and 3) mPhase's Traverser(TM) Broadcast Television Switch (BTS) which
provides video networking intelligence to effectively enable video services over
a DSL infrastructure.

This development  marks a significant  strategy shift for mPhase.  Historically,
the Company has marketed its proprietary,  end-to-end  solution,  which included
its own Access Shelf as the transport. However, migrating to a modular Broadcast
Television   Switch  utilizing  the  Stinger  for  transport  allows  mPhase  to
capitalize  upon the cost  efficiencies  already  achieved in the  Stinger.  The
business model for TV over DSL is even further improved given the cost-reduction
efforts  just  completed  on the set  top  box.  This  combined  solution  makes
television  over  DSL  economically   viable  anywhere  in  the  world.   Lucent
Technologies'  research and development arm, Bell Labs, was contracted to design
the mPhase BTS. The BTS has essentially the same video  networking  intelligence
as  the  Traverser   Access  Shelf,   and  is  responsible   for  video  related
functionality  such  as  demuxing  and  mapping  of  MPEG  2  bitstreams,  video
subscriber  management,  video  content  management,  and  billing  information.
Development  efforts on this product have already begun and a prototype  will be
available in the Spring of this year.

The  Stinger(R)  DSL Access  Concentrator  is  industry  leading,  carrier-class
network equipment that has a proven record of reliability and maintainability in
the field.  There are over 4M ports of the Stinger deployed in over 20 countries
around the globe. The industry-leading ingress bandwidth of the Stinger platform
makes it uniquely suitable for the delivery of television services.

mPhase intends to market this hybrid solution to telephone  companies around the
globe. In particular, to telcos located in countries where the amount of coaxial
cable   infrastructure   is  limited  and  where   consumers  lack  options  for
multi-channel   television  services.   "We  believe  this  hybrid  approach  to
delivering  television  services is  unparalleled.  It provides the stability of
mPhase's unique approach to delivering TV combined with an industry standard and
proven transport system." commented Ron Durando, President and CEO of mPhase.

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