8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

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

                                November 19, 2004
                Date of Report (Date of earliest event reported)

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

Delaware                               1-8696                      36-2664428
(State or other jurisdiction of      (Commission               (I.R.S. Employer
incorporation)                      File Number)            Identification No.)

                 1960 Bronson Road, Fairfield, Connecticut 06824
               (Address of principal executive offices) (Zip Code)

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

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


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[] Written communications pursuant to Rule 425 under the Securities Act
   (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

     On November 19, 2004, the Board of Directors of Competitive Technologies,
Inc. (the "Company") voted to amend Article II, Section 2.01 of the Company's
By-Laws to increase the size of the Board of Directors from six (6) to seven (7)
and to increase the number of directors who can be internal directors from one
(1) to two (2), effective immediately prior to the annual meeting of
stockholders to be held on January 14, 2005. A copy of the text of the amendment
to the Company's By-Laws is attached as Exhibit 3.1(ii).



Item 9.01. Financial Statements and Exhibits

       (c) Exhibits

Exhibit No.                Description
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Exhibit 3.1(ii)            Text of Amendment to the Company's By-Laws


                                   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.


                                               COMPETITIVE TECHNOLOGIES, INC.

Date:    November 25, 2004                     By:   /s/   John B. Nano
                                                     Name: John B. Nano
                                                    Title: President and
                                                    Chief Executive Officer



                                  EXHIBIT INDEX

Exhibit No.                Description
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Exhibit 3.1(ii)            Text of Amendment to the Company's By-Laws

EX-3.1(II)

                                                                 Exhibit 3.1(ii)

Article II - Directors

Section 2.01. Qualifications and Number Vacancies. A Director need not be a
shareholder, a citizen of the United States, or a resident of the State of
Delaware. The number of Directors constituting the entire Board is hereby fixed
at seven (7) Directors of which group up to two (2) Directors may be internal
Directors. The number of Directors may be changed by resolution of the Board of
Directors adopted by the same vote that is necessary under Article VII hereof to
amend these by-laws.

     The Directors shall be chosen from among the seven (7) nominees receiving
the greatest plurality of votes from shareholders at the annual meeting of
shareholders.

     The number of Directors may be increased or decreased by amendment of these
by-laws duly adopted by either the shareholders or a vote of the majority of the
entire Board of Directors, provided that the number of Directors constituting
the entire Board shall not be less than three. No decrease shall shorten the
term of any incumbent Director. Any Director may be removed for cause by the
shareholders.

     Vacancies and newly created directorships resulting from any increase in
the authorized number of Directors may be filled by a majority of the Directors
then in office, though less than a quorum, or by a sole remaining Director.