One evening in August 2006, reputed drug kingpin Maurice Phillips confessed to his then-mistress, Chanell Cunningham, while they were lying in bed at her home, that he had killed a cooperating witness, Cunningham told a federal jury yesterday.

Taking the stand for a second day, Cunningham testified that Phillips told her that he killed the witness, Chineta Glanville, in order to protect her.

She said that Glanville's name came up after Phillips suspected that another drug dealer might be cooperating against him.

Cunningham testified that Phillips remarked that he was going to "have to take care of that n-----."

Then, Cunningham said, she asked Phillips if he had anything to do with Glanville's death.

"And what did he tell you?" asked Assistant U.S. Attorney Maureen McCartney. "He said he had to," Cunningham recalled, adding, "He said he didn't want me to go to jail. 'I did it for you.' "

"How did you respond?" McCartney asked.

"I never mentioned it again," Cunningham replied.

On cross-examination, Phillips' attorney, Thomas Ashley, assailed Cunningham's credibility and implied that she would say anything to curry favor with the feds.

Cunningham admitted under cross that she and Phillips were the only people privy to the alleged confession.

"So, it's just your word?" Ashley asked. "Yes," she replied.

Cunningham testified that she continued to see Phillips even after he allegedly confessed to killing Glanville, someone with whom Cunningham was close and referred to as her "aunt."

"You continued to see him?" Ashley asked.

"I was afraid, I knew I had to put a plan together [to leave him]," she said.

Authorities say that Phillips hired a first cousin, Bryant Phillips, to silence Glanville because he feared that she was about to blow the cover off his $31 million drug empire. The government seeks the death penalty against Phillips, 39, who has pleaded not guilty.

Earlier yesterday, Cunningham, 37, matter-of-factly laid out for jurors the sequence of events leading up to Glanville's murder.

She said Phillips called her in May 2002, asking if she would speak with Glanville. (Cunningham testified Tuesday that she had introduced Phillips to Glanville and that she had helped him launder drug money.)

Phillips heard that Glanville might be cooperating with authorities and he wanted Cunningham to find out from Glanville if it was true. (Authorities had executed a search warrant at Glanville's Wyndmoor home in May 2002 and seized records.)

"He was nervous, we were both nervous," Cunningham said, adding, "We were scared we were going to jail."

Cunningham, who was living in Georgia at the time, testified that she flew up to Philadelphia to see Glanville and that Glanville denied that she was cooperating with authorities.

Cunningham said she later told Phillips that she believed her denial.

But Phillips was getting antsy, especially after the feds seized his Mercedes and froze a bank account, Cunningham said.

Later, on June 24, 2002, Cunningham flew to Philadelphia a second time to see Phillips, and, she said, his demeanor had changed and relations between the two were "strained."

The next day she flew home to Georgia. She testified that her mother called her the next evening and told her that Glanville had been killed and that cops had come to Cunningham's home.

"I just couldn't believe she was dead," Cunningham said, when McCartney asked her reaction to the news of Glanville's death.

After that, Cunningham testified that she wanted to confront Phillips to see if he had anything to do with Glanville's murder.

So she flew up to Philadelphia and met Phillips at his home in New Jersey that summer.

She said Phillips denied any involvement in the slaying. "He said he was someplace else," she said, adding that he mentioned that Glanville knew other drug dealers who might want to kill her.

"Did you ask him if he killed her?" McCartney asked.

Cunningham said she didn't ask.

"Why didn't you ask him directly?" McCartney said.

"I probably didn't want to know," said Cunningham, who pleaded guilty last March to drug conspiracy and related money-laundering offenses, and agreed to testify against Phillips.