CUTLER LAW GROUP
                                Attorneys at Law
                                www.cutlerlaw.com


                               September 17, 2008

Barbara  C.  Jacobs
Assistant  Director
Matt  Crispino
Jay  Ingram
Securities  and  Exchange  Commission
100  F  Street,  NE
Washington,  D.C.  20549-4561

RE:  COMPETITIVE  TECHNOLOGIES,  INC.
     AMENDMENT NO. 1 TO REGISTRATION  STATEMENT  ON  FORM  S-1
     FILED  JUNE  6,  2008
     FILE  NO.  333-152881

     FORM  10-Q  FOR  THE  QUARTERLY  PERIOD  ENDED  APRIL  30,  2008
     FILED  JUNE  12,  2008
     FILE  NO.  001-08696

Gentlemen  and  Ladies:

     This letter includes responsive comments to your letter dated September 16,
2008  relating to the above referenced Registration Statement.  Please note that
we  have  included a copy of the filing marked to show changes from the original
filing  in  Portable  Document  Format  ("PDF")  format as an attachment to this
letter.

     The  responses  contained  herein  correspond  in  Part  and  Number to the
comments  in  your  letter  of September 16, 2008.  The page numbers reflect the
page numbers in the PDF copy of the Amended Form S-1, which is included attached
to  this  response  letter.

THE  FUSION  TRANSACTION,  PAGE  14
- -----------------------------------

1. We note your response to comment 3 of our letter dated September 3, 2008.  We
understand  from  your  response  and  discussions  between  the  Staff  and
representatives of the company and Fusion Capital that the language in Section 9
of  the  Common  Stock  Purchase  Agreement  stating  that Fusion Capital is not
obligated  to  purchase  shares  of the company's common stock in the case of an
event  of  default is understood by both parties to mean that the company cannot
sell any securities to Fusion Capital under the agreement so long as an event of
default  has  occurred or is continuing. Please confirm our understanding of the
provision  or  provide  additional  clarification  as  necessary.

Both  the Company and Fusion Capital confirm your understanding of the provision
as set forth above and as discussed in our telephone conference on September 15,
2008.



ITEM  17.  UNDERTAKINGS.  PAGE  II-  5
- --------------------------------------


2.  We  note  your  response to comment 5 of our letter dated September 3, 2008.
Please  explain  why  you  have  included  the  undertaking  required  by  Item
512(a)(5)(i).  It  does not appear that the company has omitted information from
the  prospectus  in  reliance  on  Rule  430B.

We  have  reviewed  the  applicable  rules  and  have revised the undertaking to
reflect  the  undertaking  required by Item 512(a)(5)(ii).  See page II-6 of the
Amended  Registration  Statement.

CLOSING  COMMENTS
- -----------------

The  Company  hereby  acknowledges  that:

- -    the Company  is responsible for the adequacy and accuracy of the disclosure
     in  the  filing;
- -    staff comments  or  changes  to disclosure in response to staff comments do
     not  foreclose  the  Commission  from taking any action with respect to the
     filing;  and
- -    the Company  may  not  assert  staff  comments as defense in any proceeding
     initiated by the Commission or any person under the federal securities laws
     of  the  United  States.

                              ACKNOWLEDGEMENT


                              By:     \s\John  B.  Nano
                                      -----------------
                                      John  B.  Nano,  CEO



     A  courtesy  printed  version  copy of the Amended Filing redlined with all
changes from the original filing, along with a hard copy of this letter has been
forwarded  by overnight mail to your office in conjunction with the Edgar filing
of said documents.  If you have any further questions or comments, please do not
hesitate  to  contact  us.

                                   Very  truly  yours,


                                   /s/ M. Richard Cutler
                                   M.  Richard  Cutler
                                   Cutler  Law  Group


cc:  John  B.  Nano,  Competitive  Technologies,  Inc.
     Rebekah Toton,  O'Melveny  &  Meyers  LLP,  Counsel  for  Fusion  Capital