10-K/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549




                                FORM 10-K/A


                              AMENDMENT NO. 1

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

            For the fiscal year ended     July 31, 1996       

                      Commission file number  1-8696 


                      COMPETITIVE TECHNOLOGIES, INC.
          (Exact name of registrant as specified in its charter)

      The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual
Report for the fiscal year ended July 31, 1996 on Form 10-K as set
forth in the pages attached hereto:

(List all such items, financial statements, exhibits or other portions amended)

COVER PAGE       


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


                                     COMPETITIVE TECHNOLOGIES, INC.   
                                              Registrant


Date:    October 31, 1996                 S/ Frank R. McPike, Jr.      
                                        By:   Frank R. McPike, Jr.
                                        Vice President, Finance,
                                        Treasurer, Chief Financial
                                        Officer and Authorized Signer

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-K

(Mark One)                                               

[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

                 For the fiscal year ended July 31, 1996.

                                    OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]


                       Commission file number 1-8696


                      COMPETITIVE TECHNOLOGIES, INC.
          (Exact name of registrant as specified in its charter)


    Delaware                                     36-2664428          
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

    1465 Post Road East,
    P.O. Box 901
    Westport, Connecticut                            06881           
(Address of principal executive          (Zip Code until November 7, 1996)
offices until November 7, 1996)

   1960 Bronson Road
   P.O. Box 340
   Fairfield Connecticut                             06430            
(Address of principal executive         (Zip Code effective November 8, 1996)
offices effective November 8, 1996)

Registrant's telephone number, including area code: (203) 255-6044

Securities registered pursuant to Section 12(b) of the Act:

                                          Name of Each Exchange On
   Title of Each Class                        Which Registered       

Common Stock ($.01 par value)           American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicated by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes  X .  No    .

Exhibit Index on sequentially numbered page 52.

      Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]

      As of October 21, 1996, 5,905,329 shares of the registrant's
common stock were outstanding.  The aggregate market value of the
voting stock (disregarding preferred stock, for which there is no
public market) held by nonaffiliates of the registrant, based on the
mean between the high and the low price of the registrant's common
stock on the American Stock Exchange on such date, was approximately
$65,976,000.


                      DOCUMENTS INCORPORATED BY REFERENCE



      Incorporated Document                   Location in Form 10-K

      Registrant's definitive proxy                Part III
      statement for its 1996 annual
      meeting of stockholders