S-1

    As filed with the Securities and Exchange Commission on August 10, 2009.

                                                 Registration No. 333-__________

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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -----------------

                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

        DELAWARE                      6794                     36-2664428
(State or other jurisdic-  (Primary Standard Industrial     (I.R.S. Employer
  tion of incorporation     Classification Code Number)   Identification Number)
     or organization)

                               777 COMMERCE DRIVE
                          FAIRFIELD, CONNECTICUT 06825
                                 (203) 368-6044
  (Address, including zip code, and telephone number, including area code, of
          registrant's principal executive offices)

                               -----------------

                                  JOHN B. NANO
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         COMPETITIVE TECHNOLOGIES, INC.
                               777 COMMERCE DRIVE
                          FAIRFIELD, CONNECTICUT 06825
                                 (203) 368-6044
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                With a copy to:

                            M. RICHARD CUTLER, ESQ.
                                CUTLER LAW GROUP
                               9814 CRYSTAL BLVD
                               BAYTOWN, TX 77521
                           TELEPHONE: (281) 918-0040
                           FACSIMILE: (800) 836-8714


                                       i

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [x]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate  by  check mark whether the registrant is a large accelerated filer, an
accelerated  filer, a non-accelerated filer, or a smaller reporting company. See
the  definitions  of "large accelerated filer," "accelerated filer" and "smaller
reporting  company"  in  Rule  12b2  of  the  Exchange  Act.

Large  accelerated  filer  [ ]          Accelerated  filer            [ ]
Non-accelerated  filer     [ ]          Smaller  reporting  company   [x]
(Do not check if a smaller reporting company)


                        CALCULATION OF REGISTRATION FEE


                                  PROPOSED       PROPOSED
                                  MAXIMUM        MAXIMUM
TITLE OF EACH         AMOUNT      OFFERING       AGGREGATE    AMOUNT OF
CLASS OF SECURITIES   TO BE       PRICE          OFFERING     REGISTRA-
TO BE REGISTERED      REGISTERED  PER SHARE(1)   PRICE(1)     TION FEE
- --------------------  ----------  -------------  -----------  ----------
Common Stock, par
value$0.01 per share   1,975,305  $        2.24  $ 4,424,683  $   315.48
- --------------------  ----------  -------------  -----------  ----------

     (1)  Estimated  pursuant  to  Rule  457(c),  solely  for  the  purpose  of
     calculating  the registration fee based on the closing price for the common
     stock,  as  reported  on the NYSE Amex Equities Stock Exchange on August 6,
     2009.  Under the common stock purchase agreement, Fusion Capital has agreed
     to  purchase  up  to  $8.0  million  of  newly  issued  CTT  common  stock.

THE  REGISTRANT  HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT HAS FILED A
FURTHER  AMENDMENT  THAT  SPECIFICALLY  STATES  THAT THIS REGISTRATION STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT  OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE  ON  SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY  DETERMINE.

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                                       ii

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                 SUBJECT TO COMPLETION, DATED AUGUST 10, 2009.

THE  INFORMATION  IN  THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT  SELL  THESE  SECURITIES  UNTIL  THE  REGISTRATION  STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO  SELL  THESE  SECURITIES  AND  WE  ARE  NOT  SOLICITING  OFFERS  TO BUY THESE
SECURITIES  IN  ANY  STATE  WHERE  THE  OFFER  OR  SALE  IS  NOT  PERMITTED.

                  *
                *****
              **-----**
            **-----       COMPETITIVE
          ****----        TECHNOLOGIES
            **=====       Unlocking the Potential of Innovation (R)
              **=====**
                *****
                  *  (R)  Technology Transfer and Licensing Services

                                   PROSPECTUS

                         COMPETITIVE TECHNOLOGIES, INC.

                        1,975,305 Shares of Common Stock

     This prospectus relates to the sale of up to 1,975,305 shares of our common
stock  by  Fusion Capital Fund II, LLC.  Fusion Capital is sometimes referred to
in  this  prospectus  as  the  selling  shareholder.  The prices at which Fusion
Capital  may  sell  the shares will be determined by the prevailing market price
for the shares or in negotiated transactions.  We will not receive proceeds from
the  sale  of  our  shares  by  Fusion  Capital.

Our  common  stock  is registered under Section 12(g) of the Securities Exchange
Act  of  1934 and quoted on the NYSE Amex Equities stock market under the symbol
"CTT."  On  August  6, 2009 the last reported sale price for our common stock as
reported  on  the  NYSE Amex Equities stock market was $2.24 per share.  We have
applied  to  have the shares of common stock offered pursuant to this prospectus
approved  for  listing  on  the  NYSE  Amex  Equities  stock  market.
                              ____________________

     INVESTING  IN  THE  COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING  ON  PAGE  3  FOR  A  DISCUSSION  OF  THESE  RISKS.
                              ____________________

     The  selling  shareholder  is  an  "underwriter"  within the meaning of the
Securities  Act  of  1933,  as  amended.
                              ____________________

     NEITHER  THE  SECURITIES  AND  EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.
                              ____________________

             The date of this Prospectus is ________________, 2009

                                        1

                               TABLE OF CONTENTS

Prospectus Summary                                                            1
Risk Factors                                                                  4
Incorporation by Reference                                                   12
Forward-Looking Statements                                                   13
Use of Proceeds                                                              14
The Fusion Capital Transaction                                               15
Selling Stockholder                                                          20
Plan of Distribution                                                         21
Legal Matters                                                                23
Experts                                                                      23
Where You Can Find More Information                                          23
Disclosure of Commission Position on Securities Matters                      24


You  may  rely  only on the information provided or incorporated by reference in
this  Prospectus.  Neither we nor the selling stockholder have authorized anyone
to  provide  information  different  from  that  contained  in  this Prospectus.
Neither  the  delivery  of  this Prospectus nor the sale of the securities means
that  the  information contained in this Prospectus is correct after the date of
this Prospectus.  This Prospectus is not an offer to sell or solicitation to buy
the  securities  in  any  circumstances under which the offer or solicitation is
unlawful.

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                                        2

                               PROSPECTUS SUMMARY

     The  following  summary  highlights information contained elsewhere in this
Prospectus.  It may not contain all of the information that is important to you.
You  should  read  the  entire  Prospectus  carefully, especially the discussion
regarding  the  risks  of  investing in CTT common stock under the heading "Risk
Factors," before investing in CTT common stock. In this Prospectus, "CTT," "we,"
"us,"  and  "our"  refer  to  Competitive  Technologies,  Inc.

BUSINESS

     We  provide  distribution,  patent  and  technology  transfer,  sales  and
licensing  services  focusing  on  the  needs  of  our customers, matching those
requirements  with  commercially  viable  technology  or  product solutions.  We
develop  relationships  with  universities,  companies,  inventors and patent or
intellectual  property  holders  to  obtain  the  rights  or  a license to their
intellectual  property (collectively, the "technology" or "technologies"), or to
their  product.  They  become  our  clients, for whom we find markets to sell or
further  develop  or  distribute  their  technology or product.  We also develop
relationships  with  those  who have a need or use for technologies or products.
They  become  our  customers,  usually  through  a  license  or  sublicense,  or
distribution  agreement.

     We  earn  revenue  in  two  ways,  from  licensing our clients' and our own
technologies  to  our customer licensees, and in a business model that allows us
to share in the profits of distribution of finished products.  Our customers pay
us  license  fees, royalties based on usage of the technology, or per unit fees,
and  we  share  that  revenue  with  our clients.  Our revenue fluctuates due to
changes in revenue of our customers, upfront license fees, new licenses granted,
new  distribution  agreements,  expiration  of  existing licenses or agreements,
and/or the expiration or economic obsolescence of patents underlying licenses or
products.

     We  acquire rights to commercialize a technology or product on an exclusive
or  non-exclusive  basis,  worldwide  or  limited to a specific geographic area.
When we license or sublicense those rights to our customers, we may limit rights
to  a  defined  field  of  use.  Technologies  can be early, mid, or late stage.
Products  we  evaluate  must  be  a  working  prototype or finished product.  We
establish  channel partners based on forging relationships with mutually aligned
goals  and  matched competencies, to deliver solutions that benefit the ultimate
end-user.

CORPORATE  INFORMATION

     We are a Delaware corporation.  Our principal executive offices are located
at  777  Commerce Drive, Suite 100, Fairfield, Connecticut 06825.  Our telephone
number  is  (203)  368-6044.  The  address  of  our  website  is
www.competitivetech.net.  Information  on  our  web  site  is  not  part of this
- -----------------------
Prospectus.

CTT  COMMON  STOCK

     Our  common  stock  trades on the NYSE Amex Equities stock market under the
symbol  "CTT."

                                        3

THE  OFFERING

     On  August 6, 2009, we entered into a Common Stock Purchase Agreement and a
Registration  Rights  Agreement with Fusion Capital Fund II, an Illinois limited
liability  company.  Under  the Purchase Agreement, Fusion Capital is obligated,
under  certain  conditions, to purchase shares from us in an aggregate amount of
$8.0 million from time to time over a twenty-five (25) month period.   Under the
terms of the Purchase Agreement, upon approval from the NYSE Amex Equities stock
market, Fusion Capital will receive a commitment fee consisting of 86,933 shares
of  our  common  stock.   Also,  we  will  issue to Fusion Capital an additional
86,933  shares  as  a  commitment fee pro rata as we receive the $8.0 million of
future  funding.  As  of August 6, 2009, there were 9,881,466 shares outstanding
(9,686,909 shares held by non-affiliates) excluding the 1,975,305 shares offered
pursuant  to  this  Prospectus  which have not yet been issued by us.  If all of
such  1,975,305 shares offered hereby were issued and outstanding as of the date
hereof,  the  1,975,305  shares would represent approximately 16.6% of the total
common  stock  outstanding  or  approximately 16.9% of the non-affiliates shares
outstanding  as  of  the  date  hereof.  In  the  event  that under the Purchase
Agreement  we  decide  to issue more than 1,975,305, i.e. greater than 19.99% of
our outstanding shares of common stock as of the date of the Purchase Agreement,
we  would  first  be  required  to  seek  shareholder approval in order to be in
compliance  with the NYSE Amex Equities stock market rules.  We currently do not
intend  to seek shareholder approval to issue shares to Fusion Capital in excess
of  1,975,305.  The  number  of  shares  ultimately  offered  for sale by Fusion
Capital is dependent upon the number of shares purchased by Fusion Capital under
the  Purchase  Agreement.

     Under  the  Purchase Agreement and the Registration Rights Agreement we are
required  to  register  and  have  included  in  the  offering  pursuant to this
Prospectus  (1)  86,933  shares which will be issued upon approval from the NYSE
Amex  Equities  stock market, (2) an additional 86,933 shares which we may issue
in  the  future  as  a commitment fee pro rata as we receive the $8.0 million of
future  funding  and  (3)  at least 1,801,439 shares which we may sell to Fusion
Capital  after  this registration statement is declared effective (18.23% of our
outstanding  on  August  6,  2009,  the  date  of  the  Purchase Agreement). All
1,801,439  shares  are  being  offered  pursuant  to  this Prospectus. Under the
Purchase  Agreement,  we have the right but not the obligation to sell more than
the  1,801,439  shares  to Fusion Capital. As of the date hereof, we do not have
any  plans  or  intent to sell to Fusion Capital any shares beyond the 1,801,439
shares  offered  hereby.  However,  if  we elect to sell more than the 1,801,439
shares  (which  we  have  the right but not the obligation to do), we must first
register  under the Securities Act any additional shares we may elect to sell to
Fusion  Capital  before  we  can  sell such additional shares, which could cause
substantial  dilution  to  our  shareholders.

     We  do  not  have  the  right to commence any sales of our shares to Fusion
Capital until the SEC has declared effective the registration statement of which
this  Prospectus  is  a  part.  After  the  SEC  has  declared  effective  such
registration  statement, generally we have the right but not the obligation from
time to time to sell our shares to Fusion Capital in amounts between $75,000 and
$2.0  million  depending on certain conditions. We have the right to control the
timing  and  amount  of  any sales of our shares to Fusion Capital. The purchase
price of the shares will be determined based upon the market price of our shares
without  any  fixed  discount at the time of each sale. Fusion Capital shall not
have  the right nor the obligation to purchase any shares of our common stock on
any  business  day  that  the  closing price of our common stock is below $1.00.
There  are  no negative covenants, restrictions on future fundings, penalties or
liquidated  damages  in  the  Purchase  Agreement  or  the  Registration  Rights
Agreement.  The  Purchase  Agreement  may be terminated by us at any time at our
discretion  without  any  cost  to  us.

                                        4

                           FORWARD-LOOKING STATEMENTS

This  prospectus  contains  forward-looking  statements  within  the  meaning of
Section  27A  of  the  Securities Act of 1933, as amended and Section 21E of the
Securities  Exchange  Act  of  1934, as amended. Such forward-looking statements
include  statements  regarding,  among other things, (a) our projected sales and
profitability,  (b)  our  growth  strategies,  (c)  anticipated  trends  in  our
industry,  (d)  our  future  financing  plans, and (e) our anticipated needs for
working  capital.  Forward-looking  statements,  which  involve  assumptions and
describe  our  future  plans,  strategies,  and  expectations,  are  generally
identifiable  by  use  of  the  words  "may,"  "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe," "intend," or "project" or the negative of
these  words  or other variations on these words or comparable terminology. This
information  may  involve  known  and  unknown  risks,  uncertainties, and other
factors  that  may  cause our actual results, performance, or achievements to be
materially  different  from  the  future  results,  performance, or achievements
expressed  or implied by any forward-looking statements. These statements may be
found  under  "Management's  Discussion  and Analysis of Financial Condition and
Results  of Operations" and "Business," as well as in this prospectus generally.
Actual  events  or  results  may  differ  materially  from  those  discussed  in
forward-looking  statements  as  a result of various factors, including, without
limitation,  the  risks  outlined  under "Risk Factors" and matters described in
this  prospectus generally. In light of these risks and uncertainties, there can
be  no  assurance  that  the forward-looking statements contained in this filing
will  in  fact  occur.  In  addition to the information expressly required to be
included  in  this filing, we will provide such further material information, if
any,  as  may  be  necessary  to  make  the required statements, in light of the
circumstances  under  which  they  are  made,  not  misleading.

























                                        5

                                  RISK FACTORS

     You should carefully consider the risks described below before purchasing
our common stock.  Our most significant risks and uncertainties are described
below; however, they are not the only risks we face.  If any of the following
risks actually occur, our business, financial condition, or results or
operations could be materially adversely affected, the business of our common
stock could decline, and you may lose all or part of your investment therein.
You should acquire shares of our common stock only if you can afford to lose
your entire investment.

IN THE LAST THREE FISCAL YEARS WE INCURRED SIGNIFICANT NET LOSSES AND NEGATIVE
CASH FLOWS, AND OUR ABILITY TO FINANCE FUTURE LOSSES IS LIMITED, AND MAY
SIGNIFICANTLY AFFECT EXISTING STOCKHOLDERS.

     The table below summarizes our consolidated results of operations and cash
flows for the three fiscal years ended July 31, 2008:

                                    2008          2007          2006
                             ------------  ------------  ------------

Net income (loss)            $(5,966,454)  $(8,893,946)  $(2,377,224)
Net cash flows from:
 Operating activities         (5,127,520)   (5,437,443)   (3,527,318)
 Investing activities            792,539      (978,217)     (141,644)
 Financing activities                  -        78,425     2,298,726
Net increase (decrease) in
cash and cash equivalents    $(4,334,981)  $(6,337,235)  $(1,370,236)



     Our  current  recurring  revenue  stream  is  insufficient  for  us  to  be
profitable  with  our  present cost structure.  We incurred an operating loss of
$757,096  for  our  most  recently reported fiscal quarter which ended April 30,
2009.  In  2005 and 2004, we were in part profitable because of unusually large,
upfront  license  fees  received related to our homocysteine technology that did
not  recur  in  2008,  2007 or 2006.  To return to and sustain profitability, we
must  increase  recurring  revenues  by  successfully  licensing  technologies,
including  our  recently  FDA  approved pain management device, with current and
long-term  revenue  streams,  and  continue to build our portfolio of innovative
technologies.  Our  revenues have not been sufficient to sustain our operations.
Our  profitability  will  require  the  successful commercialization of our pain
management  device.  No  assurances can be given when this will occur or that we
will  ever  be  profitable.

     Other  than  our  agreement  with Fusion Capital which is described in this
Prospectus,  we  have  no  outstanding  debt  or  available credit facility, and
believe  it  would be difficult to obtain additional debt financing due or other
equity  financing  to  the  current  composition  of  our  balance  sheet,  and
unpredictable  nature  of  our  annual  cash  flows.  Our  financing options are
limited,  and  we  must  primarily  rely  on  cash  on  hand and cash flows from
operations,  though  this  situation could change in the future.  We continue to
review  financing options for our business, which may in the future include more
equity  financing.  Through  the  Fusion  Capital  offering and any other equity
financing  arrangement  in  the  future, pursuant to which we sell shares of our
common  stock  to  raise  cash  to operate the business, existing holders of our
common  stock  will  suffer  significant  dilution  to  their  equity  position.


                                        6

WE  MAY REQUIRE ADDITIONAL FINANCING TO SUSTAIN OUR OPERATIONS AND WITHOUT IT WE
MAY  NOT  BE  ABLE  TO  CONTINUE  OPERATIONS

     At  April  30,  2009  we  had a total working capital deficit of $76,931 as
compared  to positive working capital of $2,392,246 at April 30, 2008.  We had a
net  loss  of $5,966,454 for the fiscal year ended July 31, 2008, and a net loss
of  $2,657,593  for  the  nine months ended April 30, 2009.  We do not currently
have  sufficient  financial  resources  to  fund  our operations or those of our
subsidiaries.  Therefore, we need additional funds to continue these operations.

     We only have the right to receive $75,000 every two business days under the
Purchase  Agreement with Fusion Capital unless our stock price equals or exceeds
$2.00,  in which case we can sell greater amounts to Fusion Capital as the price
of  our  common stock increases.  Fusion Capital does not have the right nor the
obligation  to  purchase any shares of our common stock on any business day that
the  closing  price of our common stock is less than $1.00.  Since we registered
1,801,439  shares  for  sale  by Fusion Capital pursuant to this Prospectus, the
selling  price  of  our  common  stock to Fusion Capital will have to average at
least  $4.44  per  share for us to receive the maximum proceeds of $8.0 million.
Assuming  a  purchase  price  of  $2.24 per share (the closing sale price of the
common  stock  on August 6, 2009) and the purchase by Fusion Capital of the full
1,801,439 shares under the common stock purchase agreement, proceeds to us would
only  be  $4,035,223  unless  we  choose to register more than 1,801,439 shares,
which  we have the right, but not the obligation, to do.  Subject to approval by
our  board  of directors, we have the right but not the obligation to issue more
than  1,801,439  shares  to Fusion Capital.  In the event we elect to issue more
than  1,801,439  shares  offered  hereby,  we  will  be  required  to file a new
registration  statement  and have it declared effective by the U.S. Securities &
Exchange  Commission.

     We  have authorized the sale and issuance of 1,801,439 shares of our common
stock  (18.23% of our outstanding on August 6, 2009) to Fusion Capital under the
Purchase  Agreement.  We estimate that the maximum number of shares we will sell
to  Fusion  Capital  under  the  Purchase  Agreement  will  be  1,801,439 shares
(exclusive  of the 173,866 shares issuable to Fusion Capital as a commitment fee
and  as  we  receive  the  $8.0  million future funding) assuming Fusion Capital
purchases all $8.0 million of common stock. In the event that we decide to issue
more  than 1,975,305 (19.99% of our outstanding shares of common stock as of the
date  of the Purchase Agreement), we would first be required to seek shareholder
approval  in  order to be in compliance with the NYSE Amex Equities stock market
rules.

     The  extent we rely on Fusion Capital as a source of funding will depend on
a  number  of factors including, the prevailing market price of our common stock
and  the  extent  to  which  we  are  able  to secure working capital from other
sources, such as through the sale of our products (including our pain management
device).  Specifically,  Fusion  Capital  shall  not  have  the  right  nor  the
obligation  to purchase any shares of our common stock on any business days that
the market price of our common stock is less than $1.00. If obtaining sufficient
financing  from  Fusion  Capital  were  to  prove  unavailable  or prohibitively
dilutive  and if we are unable to commercialize and sell enough of our products,
we will need to secure another source of funding in order to satisfy our working
capital  needs.  Even  if  we are able to access the full $8.0 million under the
Purchase  Agreement with Fusion Capital, we may still need additional capital to
fully  implement  our  business,  operating  and  development  plans. Should the
financing  we  require  to  sustain  our working capital needs be unavailable or
prohibitively expensive when we require it, the consequences could be a material
adverse  effect  on  our  business,  operating  results, financial condition and
prospects.

                                        7


THE  SALE  OF OUR COMMON STOCK TO FUSION CAPITAL MAY CAUSE DILUTION AND THE SALE
OF  THE  SHARES OF COMMON STOCK ACQUIRED BY FUSION CAPITAL COULD CAUSE THE PRICE
OF  OUR  COMMON  STOCK  TO  DECLINE

     In  connection  with entering into the agreement, we authorized the sale to
Fusion  Capital  of  up  to 1,801,439 shares of our common stock.  The number of
shares  ultimately  offered  for sale by Fusion Capital under this Prospectus is
dependent  upon  the  number  of  shares  purchased  by Fusion Capital under the
Purchase Agreement. The purchase price for the common stock to be sold to Fusion
Capital  pursuant to the Purchase Agreement will fluctuate based on the price of
our  common stock. All 1,975,305 shares registered in this offering are expected
to  be  freely  tradable.  It  is  anticipated  that  shares  registered in this
offering  will  be  sold  over a period of up to 25 months from the date of this
Prospectus.  Depending upon market liquidity at the time, a sale of shares under
this  offering  at  any  given  time could cause the trading price of our common
stock  to  decline.  Fusion Capital may ultimately purchase all, some or none of
the  1,975,305  shares  of  common  stock  not yet issued but registered in this
offering.  After  it  has acquired such shares, it may sell all, some or none of
such  shares.  Therefore,  sales  to  Fusion  Capital  by  us under the Purchase
Agreement  may  result in substantial dilution to the interests of other holders
of  our  common  stock. The sale of a substantial number of shares of our common
stock  under  this  offering,  or anticipation of such sales, could make it more
difficult  for us to sell equity or equity-related securities in the future at a
time  and  at a price that we might otherwise wish to effect sales.  However, we
have  the  right  to control the timing and amount of any sales of our shares to
Fusion Capital and the Purchase Agreement may be terminated by us at any time at
our  discretion  without  any  cost  to  us.

THE  MARKET  PRICE  OF  OUR  COMMON  STOCK  IS  HIGHLY  VOLATILE.

     The  market  price of our common stock has been and is expected to continue
to  be  highly  volatile.  Factors,  including  announcements  of  technological
innovations  by  us  or  other  companies,  regulatory  matters, new or existing
products  or  procedures,  concerns  about  our  financial  position,  operating
results, litigation, government regulation, developments or disputes relating to
agreements,  patents or proprietary rights, may have a significant impact on the
market  price  of  our  stock. In addition, potential dilutive effects of future
sales  of  shares  of common stock by shareholders and by the Company, including
Fusion  Capital  pursuant to this prospectus and subsequent sale of common stock
by  the  holders  of  warrants  and  options could have an adverse effect on the
market  price  of  our  shares.

CERTAIN  OF OUR LICENSED PATENTS HAVE RECENTLY EXPIRED AND WE MAY NOT BE ABLE TO
REPLACE  THEIR  ROYALTY  REVENUES.

     In  2007,  we  earned  retained  royalties  from  licenses  for 17 patented
technologies.  Royalties  from  10  of  those patented technologies have or will
expire  between  2007  and  2012.  Those  patented  technologies  represented
approximately  88%  of  our  retained  royalties in 2007.  Retained royalties of
approximately  $2,072,533, or 76%, $25,992, or 1%, $267,527, or 10% and $29,007,
or  1%,  were  from  patents  expiring  in  fiscal  2007,  2008,  2009 and 2011,
respectively.  The  loss  of  these  royalties, especially from the homocysteine
assay,  have  materially and adversely affected our operating results.  Since it
often  takes two or more years for a technology to produce significant revenues,
we must continuously seek new sources of future revenues.  We anticipate that it
will  take  a  reasonably  significant  period  of  time for our pain management
technology  to  produce  sufficient  revenues  to  offset  these  losses.

                                        8


WE DEPEND ON RELATIONSHIPS WITH INVENTORS TO GAIN ACCESS TO NEW TECHNOLOGIES AND
INVENTIONS.  IF  WE  FAIL  TO  MAINTAIN EXISTING RELATIONSHIPS OR TO DEVELOP NEW
RELATIONSHIPS,  WE  MAY  HAVE  FEWER  TECHNOLOGIES  AND  INVENTIONS AVAILABLE TO
GENERATE  REVENUES.  TECHNOLOGY  CAN  CHANGE  RAPIDLY  AND  INDUSTRY  STANDARDS
CONTINUALLY  EVOLVE,  OFTEN  MAKING  PRODUCTS  OBSOLETE,  OR  RESULTING IN SHORT
PRODUCT  LIFECYCLES.  OUR  PROFITABILITY  DEPENDS  ON  OUR LICENSEES' ABILITY TO
ADAPT  TO  SUCH  CHANGES.

     We  do not invent new technologies or products.  We depend on relationships
with  universities,  corporations,  government  agencies, research institutions,
inventors,  and  others  to  provide  technology-based opportunities that we can
develop  into  profitable  royalty-bearing  licenses.  Failure to maintain these
relationships  or  to  develop  new  relationships  could  adversely  affect our
operating  results  and  financial  condition.  If  we  are  unable to forge new
relationships or to maintain current relationships, we may be unable to identify
new  technology-based opportunities and enter into royalty-bearing licenses.  We
also  are  dependent  on  our  clients'  abilities  to develop new technologies,
introduce  new  products, and adapt to changes in technology and economic needs.

     We  cannot  be  certain  that current or new relationships will provide the
volume  or  quality  of  available  new  technologies  necessary  to sustain our
business.  In some cases, universities and other sources of new technologies may
compete  against us as they seek to develop and commercialize these technologies
themselves,  or  through entities that they develop, finance and/or control.  In
other cases, universities receive financing for basic research from companies in
exchange  for  the  exclusive  right  to commercialize any resulting inventions.
These  and  other  strategies  may  reduce  the  number  of  technology sources,
potential  clients,  to  whom  we  can market our services.  If we are unable to
secure new sources of technology, it could have a material adverse effect on our
operating  results  and  financial  condition.

STRONG  COMPETITION  WITHIN  OUR  INDUSTRY  MAY  REDUCE  OUR  CLIENT  BASE.

     We  compete  with  universities, law firms, venture capital firms and other
technology commercialization firms for technology licensing opportunities.  Many
organizations  offer  some  aspect of technology transfer services, and some are
well  established  and have more financial and human resources than we do.  This
market  is  highly  fragmented  and  participants frequently focus on a specific
technology  area.

OUR  BY-LAWS  PROVIDE  THAT  WE INDEMNIFY OUR DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS  IN  CERTAIN  CIRCUMSTANCES.  WE  CARRY  DIRECTORS AND OFFICERS LIABILITY
INSURANCE,  SUBJECT  TO  DEDUCTIBLES,  TO  REDUCE  THESE  FINANCIAL OBLIGATIONS.

     Our  directors, officers, employees and agents may claim indemnification in
certain  circumstances.  We  are  currently exposed to potential indemnification
claims  by  a former executive in connection with a civil suit filed by the SEC.

WE  ARE  INVOLVED  IN LAWSUITS THAT HISTORICALLY HAVE INVOLVED SIGNIFICANT LEGAL
EXPENSES.  IF THE COURTS OR REGULATORY AGENCIES IN THESE SUITS OR ACTIONS DECIDE
AGAINST  US,  THIS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, RESULTS
OF  OPERATIONS  AND  FINANCIAL  CONDITION.

     A  complete  description  of all of the lawsuits that we are involved in is
hereby  incorporated  by  reference from our Form 10-K for the fiscal year ended
July  31,  2008  which  was

                                        9

filed  on  October  28, 2008 and our most recent Form 10-Q for the quarter ended
April  30,  2009  which  was  filed  on  June  15,  2009.

OUR  REVENUE  GROWTH  DEPENDS  ON  OUR  ABILITY  TO  UNDERSTAND  THE  TECHNOLOGY
REQUIREMENTS  OF  OUR  CUSTOMERS IN THE CONTEXT OF THEIR MARKETS.  IF WE FAIL TO
UNDERSTAND THEIR TECHNOLOGY NEEDS OR MARKETS, WE LIMIT OUR ABILITY TO MEET THOSE
NEEDS  AND  TO  GENERATE  REVENUES.

     We  believe  that  by focusing on the technology needs of our customers, we
are  better positioned to generate revenues by providing technology solutions to
them.  The  market  demands  of our customers drive our revenues.  The better we
understand  their  markets  and requirements, the better we are able to identify
and  obtain  effective  technology  solutions for our customers.  We rely on our
professional  staff  and contract business development consultants to understand
our  customers'  technical, commercial, and market requirements and constraints,
and  to  identify  and  obtain  effective  technology  solutions  for  them.

OUR  SUCCESS  DEPENDS  ON  OUR  ABILITY  TO  ATTRACT  AND  RETAIN KEY PERSONNEL.

     Our  success  depends  on  the  knowledge, efforts and abilities of a small
number  of  key  personnel.  John  B.  Nano  is  our  Chairman, President, Chief
Executive  Officer  and Interim Chief Financial Officer and Aris D. Despo is our
Executive  Vice  President,  Business  Development.  We rely on our professional
staff  and  contract  business  development consultants to identify intellectual
property  opportunities  and  technology  solutions,  and to negotiate and close
license  agreements.  Competition  for  personnel  with  the necessary range and
depth  of  experience  is intense.  We cannot be certain that we will be able to
continue  to  attract  and retain qualified personnel.  If we are unable to hire
and  retain  highly qualified professionals and consultants, especially with our
small  number  of staff, our revenues, prospects, financial condition and future
activities  could  be  materially  adversely  affected.

OUR  CUSTOMERS,  AND  WE, DEPEND ON GOVERNMENT APPROVALS TO COMMERCIALLY DEVELOP
CERTAIN  LICENSED  PRODUCTS.

     Commercial development of some licensed patents may require the approval of
governmental  regulatory  agencies,  especially  in  the life sciences area, and
there  is  no  assurance  that those agencies will grant such approvals.  In the
United  States,  the principal governmental agency involved is the U.S. Food and
Drug  Administration  ("FDA").  The  FDA's  approval  process  is rigorous, time
consuming  and  costly.  Unless  and  until  a  licensee  obtains approval for a
product  requiring  such  approval, the licensee may not sell the product in the
U.S.,  and  therefore  we will not receive royalty income based on U.S. sales of
the  product.

IF OUR CLIENTS AND WE ARE UNABLE TO PROTECT THE INTELLECTUAL PROPERTY UNDERLYING
OUR  LICENSES, OR TO ENFORCE OUR PATENTS ADEQUATELY, WE MAY BE UNABLE TO DEVELOP
SUCH  LICENSED  PATENTS  OR  TECHNOLOGIES  SUCCESSFULLY.

     Our  success  in earning revenues from licenses is subject to the risk that
issued  patents  may  be  declared invalid, that a patent may not be issued on a
patent  application, or that competitors may circumvent or infringe our licensed
patents  and  thereby  render  our licensed patents not commercially viable.  In
addition,  when all patents underlying a license expire, our royalties from that
license  cease,  and  there  can be no assurance that we will be able to replace
those  royalties  with  royalty  revenues  from  new  or  other  licenses.


                                       10

PATENT  LITIGATION  HAS  INCREASED; IT CAN BE EXPENSIVE AND MAY DELAY OR PREVENT
OUR  CUSTOMERS'  PRODUCTS  FROM  ENTERING  THE  MARKET.

     Our  clients  and/or  we  may  pursue  patent  infringement  litigation  or
interference  proceedings  against  sellers of products that we believe infringe
our  patent  rights.  Holders  of  conflicting  patents  or sellers of competing
products  also  may  challenge  our patents in patent infringement litigation or
interference  proceedings.

     We  cannot  be certain that our clients and/or we will be successful in any
such  litigation  or  proceeding,  and  the  results  and  costs  may materially
adversely  affect  our  business,  operating  results  and  financial condition.

DEVELOPING  NEW  PRODUCTS,  CREATING  EFFECTIVE COMMERCIALIZATION STRATEGIES FOR
TECHNOLOGIES,  AND  ENHANCING  THOSE  PRODUCTS  AND  STRATEGIES  ARE  SUBJECT TO
INHERENT  RISKS.  RISKS  INCLUDE  UNANTICIPATED  DELAYS, UNRECOVERABLE EXPENSES,
TECHNICAL  PROBLEMS  OR DIFFICULTIES, AND THE POSSIBILITY THAT DEVELOPMENT FUNDS
WILL  BE  INSUFFICIENT.  THE  OCCURRENCE OF ANY ONE OR MORE OF THESE RISKS COULD
CAUSE  US  TO  ABANDON  OR SUBSTANTIALLY CHANGE OUR TECHNOLOGY COMMERCIALIZATION
STRATEGY.

     Our  success depends on, among other factors, our clients developing new or
improved  technologies,  our  customers'  products  meeting  targeted  cost  and
performance objectives for large-scale production, and our customers' ability to
adapt  technologies to satisfy industry standards, and consumer expectations and
needs, and bringing their products to market before market saturation.  They may
encounter  unanticipated  problems that result in increased costs or substantial
delays  in introducing and marketing new products.  Products may not be reliable
or  durable  under  actual  operating  conditions  or  commercially  viable  and
competitive.  New  products  may  not meet price or other performance objectives
when  introduced in the marketplace.  Any of these events would adversely affect
our  realization  of  royalties  from  new  products.

WE  HAVE  NOT  PAID  DIVIDENDS  ON  OUR  COMMON  STOCK.

     We  have  not  paid cash dividends on our common stock since 1981, and, our
Board  of  Directors  does  not  currently  have  plans  to  declare or pay cash
dividends  in  the  future.  The  decision  to  pay  dividends  is solely at the
discretion of our Board of Directors based upon factors that they deem relevant,
and  may  change  at  any  time.

AS  A  PUBLICLY HELD COMPANY, WE HAVE SIGNIFICANTLY HIGHER ADMINISTRATIVE COSTS.

     The Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC
and  new listing requirements adopted by the American Stock Exchange in response
to  the Sarbanes-Oxley Act of 2002, has required changes in corporate governance
practices,  internal  control  policies  and audit committee practices of public
companies.  These  new  rules,  regulations, and requirements have increased our
legal,  audit,  financial,  compliance  and  administrative costs, and have made
certain  other  activities more time consuming and costly.  The additional costs
are  expected  to  continue.  These  new  rules and regulations may make it more
difficult  and  more expensive for us to obtain directors and officers liability
insurance  in the future, and could make it more difficult for us to attract and
retain  qualified  members  for our Board of Directors, particularly to serve on
our  audit  committee.


                                       11

IN  DEVELOPING  NEW  PRODUCTS  WE  ARE  AFFECTED BY PATENT LAWS AND REGULATIONS.

     Patent  laws  and  regulations  are  constantly being reviewed for possible
revision.  We  cannot  be  certain  how  we  will  be  affected  by  revisions.


                                       12

                           INCORPORATION BY REFERENCE

     The  SEC allows us to "incorporate by reference" much of the information we
file  with,  which  means  that  we can disclose important information to you by
referring  you  to  those publicly available documents.  The information that we
incorporate by reference is considered to be part of this prospectus, and any of
our subsequent filings with the SEC will automatically update and supersede this
information.  This  prospectus  incorporates  by  reference the documents listed
below and any future filings made by us with the SEC under Section 13(a), 13(c),
14  or 15(d) of the Exchange Act, until the filing of a post-effective amendment
to this prospectus which indicates that all securities registered have been sold
or  which  deregisters  all  securities  then  remaining  unsold:

- -     our annual report on Form 10-K for the fiscal year ended July 31, 2008,
filed on October 28, 2008;

- -     our quarterly report on Form 10-Q for the fiscal quarter ended October 31,
2008 filed with the SEC on December 12, 2008;

- -     our quarterly report on Form 10-Q for the fiscal quarter ended January 31,
2009 filed with the SEC on March 17, 2009;

- -     our quarterly report on Form 10-Q for the fiscal quarter ended April 30,
2009 filed with the SEC on June 15, 2009;

- -     our current reports on Form 8-K filed with the SEC on December 8, 2008,
December 16, 2008, January 15, 2009, January 23, 2009, February 26, 2009 (two),
July 30, 2009, August 5, 2009 and August 7, 2009;

- -     any future filings we will make with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until this offering is complete or
terminated, other than information furnished pursuant to Item 2.02 or Item 7.01
of Form 8-K.

     You  may  request  a  copy  of  any or all of these filings, at no cost, by
writing  or  telephoning  us  at:  Competitive  Technologies, Inc., 777 Commerce
Drive,  Suite  100,  Fairfield,  Connecticut  06825,  (203) 368-6044, attention:
Investor  Relations.  These  filings  may also be obtained through the Company's
website  located  at  http://www.competitivetech.net.
                      ------------------------------

     You  should  rely  only  on  the  information  incorporated by reference or
provided  in  this  prospectus  or any supplement. We have not authorized anyone
else  to  provide  you  with  different  information. You should not assume that
information  in  this  prospectus  or  any supplement is accurate as of any date
other  than  the  date  on  the  front  of  these  documents.

     In  accordance  with  these  rules,  we  have incorporated by reference the
description  of  our  business,  our  securities,  our  properties,  any  legal
proceedings,  market  price  of and dividend's with respect to our common stock,
our  financial  statements  and  our management's discussion and analysis of our
financial  condition  and  results  of  operations. We have also incorporated by
reference  disclosure  with  respect  to  our  officers  and  directors,  their
compensation structure, any related transactions with our officers and directors
and  our  shareholders.


                                       13

     The  Company  advises  that  there  have  been  no  material changes in the
Company's  affairs  which  have occurred since the end of the latest fiscal year
for which audited financial statements were included in the latest Form 10-K and
that have not been described in a Form 10-Q or Form 8-K filed under the Exchange
Act.





































                                       14


                                USE OF PROCEEDS

     This  prospectus  relates to shares of our common stock that may be offered
and  sold  from  time  to  time  by the selling shareholder.  We will receive no
proceeds  from the sale of shares of common stock in this offering.  However, we
may  receive up to $8.0 million in proceeds from the sale of our common stock to
Fusion  Capital  under  the  common stock Purchase Agreement.  Any proceeds from
Fusion  Capital we receive under the Purchase Agreement will be used for working
capital  and  general  corporate  purposes.






































                                       15

                             THE FUSION TRANSACTION

GENERAL

     On  August 6, 2009, we entered into a Common Stock Purchase Agreement and a
Registration  Rights  Agreement with Fusion Capital Fund II, an Illinois limited
liability  company.  Under  the Purchase Agreement, Fusion Capital is obligated,
under  certain  conditions, to purchase shares from us in an aggregate amount of
$8.0  million from time to time over a twenty-five (25) month period.  Under the
terms of the Purchase Agreement, upon approval from the NYSE Amex Equities stock
market, Fusion Capital will receive a commitment fee consisting of 86,933 shares
of our common stock.  Also, we will issue to Fusion Capital an additional 86,933
shares  as  a  commitment  fee pro rata as we receive the $8.0 million of future
funding.  As  of  August  6,  2009,  there  were  9,881,466  shares  outstanding
(9,686,909 shares held by non-affiliates) excluding the 1,975,305 shares offered
pursuant to this Prospectus which have not yet been issued by us. If all of such
1,975,305  shares  offered  hereby  were  issued  and outstanding as of the date
hereof,  the  1,975,305  shares would represent approximately 16.6% of the total
common  stock  outstanding  or  approximately 16.9% of the non-affiliates shares
outstanding  as  of  the  date  hereof.  In  the  event  that under the Purchase
Agreement  we  decide  to issue more than 1,975,305, i.e. greater than 19.99% of
our outstanding shares of common stock as of the date of the Purchase Agreement,
we  would  first  be  required  to  seek  shareholder approval in order to be in
compliance  with the NYSE Amex Equities stock market rules.  We currently do not
intend  to seek shareholder approval to issue shares to Fusion Capital in excess
of  1,975,305.  The  number  of  shares  ultimately  offered  for sale by Fusion
Capital is dependent upon the number of shares purchased by Fusion Capital under
the  Purchase  Agreement.

     Under  the  Purchase Agreement and the Registration Rights Agreement we are
required  to  register  and  have  included  in  the  offering  pursuant to this
Prospectus  (1)  86,933  shares which will be issued upon approval from the NYSE
Amex  Equities  stock market, (2) an additional 86,933 shares which we may issue
in  the  future  as  a commitment fee pro rata as we receive the $8.0 million of
future  funding  and  (3)  at least 1,801,439 shares which we may sell to Fusion
Capital  after  this registration statement is declared effective (18.23% of our
outstanding  on  August  6,  2009,  the  date  of  the  Purchase Agreement). All
1,801,439  shares  are  being  offered  pursuant  to  this Prospectus. Under the
Purchase  Agreement,  we have the right but not the obligation to sell more than
the  1,801,439  shares  to Fusion Capital. As of the date hereof, we do not have
any  plans  or  intent to sell to Fusion Capital any shares beyond the 1,801,439
shares  offered  hereby.  However,  if  we elect to sell more than the 1,801,439
shares  (which  we  have  the right but not the obligation to do), we must first
register  under the Securities Act any additional shares we may elect to sell to
Fusion  Capital  before  we  can  sell such additional shares, which could cause
substantial  dilution  to  our  shareholders.

     We  do  not  have  the  right to commence any sales of our shares to Fusion
Capital until the SEC has declared effective the registration statement of which
this  Prospectus  is  a  part.  After  the  SEC  has  declared  effective  such
registration  statement, generally we have the right but not the obligation from
time to time to sell our shares to Fusion Capital in amounts between $75,000 and
$2.0  million  depending on certain conditions. We have the right to control the
timing  and  amount  of  any sales of our shares to Fusion Capital. The purchase
price of the shares will be determined based upon the market price of our shares
without  any  fixed  discount at the time of each sale. Fusion Capital shall not
have  the right nor the obligation to purchase any shares of our common stock on
any  business  day  that  the  closing price of our common stock is below $1.00.
There  are  no negative covenants, restrictions on future fundings, penalties or
liquidated  damages  in  the

                                       16

Purchase  Agreement or the Registration Rights Agreement. The Purchase Agreement
may  be  terminated  by us at any time at our discretion without any cost to us.

PURCHASE OF SHARES UNDER THE COMMON STOCK PURCHASE AGREEMENT

     Under  the  Purchase  Agreement, on any business day selected by us, we may
direct  Fusion  Capital  to  purchase  up  to  $75,000 of our common stock.  The
purchase  price  per  share  is  equal  to  the  lesser  of:

- -     the lowest sale price of our common stock on the purchase date; or

- -     the average of the three (3) lowest closing sale prices of our common
stock during the twelve (12) consecutive business days prior to the date of a
purchase by Fusion Capital.

     The  purchase  price  will  be  equitably  adjusted for any reorganization,
recapitalization,  non-cash  dividend, stock split, or other similar transaction
occurring  during  the  business days used to compute the purchase price. We may
direct  Fusion  Capital to make multiple purchases from time to time in our sole
discretion;  no  sooner  than  every  two  (2)  business  days.

OUR  RIGHT  TO  INCREASE  THE  AMOUNT  TO  BE  PURCHASED

     In  addition  to  purchases of up to $75,000 from time to time, we may also
from  time  to  time  elect on any single business day selected by us to require
Fusion  Capital to purchase our shares in an amount up to $100,000 provided that
our closing price is not below $2.00 on the purchase date.  We may increase this
amount to up to $250,000 if our closing price is not below $4.00 on the purchase
date.  This  amount may also be increased to up to $500,000 if our closing price
is  not  below $6.00 on the purchase date.  This amount may also be increased to
up  to  $1.0  million  if  our closing price is not below $10.00 on the purchase
date.  This  amount  may  also be increased to up to $2.0 million if our closing
price  is  not  below  $20.00 on the purchase date.  We may elect to have Fusion
Capital  make multiple large purchases from time to time in our sole discretion.
The  price  at  which our common stock would be purchased in this type of larger
purchases will be the lesser of (i) the lowest sale price of our common stock on
the purchase date and (ii) the lowest purchase price (as described above) during
the  previous  ten  (10)  business  days  prior  to  the  purchase  date.

MINIMUM  PURCHASE  PRICE

     Under  the  Purchase Agreement, we have set a minimum closing price ("floor
price")  of  $1.00.  However,  Fusion  Capital  shall not have the right nor the
obligation  to  purchase  any  shares  of our common stock in the event that the
closing  price would be less the floor price on the purchase date. Specifically,
Fusion  Capital shall not have the right or the obligation to purchase shares of
our  common stock on any business day that the closing price of our common stock
is  below  $1.00.

EVENTS  OF  DEFAULT

     Generally,  Fusion Capital may terminate the Purchase Agreement without any
liability  or payment to the Company upon the occurrence of any of the following
events  of  default:


                                       17

- -     the  effectiveness  of the registration statement of which this Prospectus
is  a part of lapses for any reason (including, without limitation, the issuance
of  a  stop  order)  or  is unavailable to Fusion Capital for sale of our common
stock  offered hereby and such lapse or unavailability continues for a period of
ten  (10) consecutive business days or for more than an aggregate of thirty (30)
business  days  in  any  365-day  period;

- -     suspension  by our principal market of our common stock from trading for a
period  of  three  (3)  consecutive  business  days;

- -     the  de-listing of our common stock from our principal market provided our
common  stock  is  not  immediately thereafter trading on the OTC Bulletin Board
Market,  the  Nasdaq  Global Market, the Nasdaq Global Select Market, the Nasdaq
Capital  Market,  or  the  New  York  Stock  Exchange;

- -     the transfer agent's failure for five (5) business days to issue to Fusion
Capital shares of our common stock which Fusion Capital is entitled to under the
common  stock  purchase  agreement;

- -     any  material  breach  of  the  representations or warranties or covenants
contained in the common stock purchase agreement or any related agreements which
has or which could have a material adverse effect on us subject to a cure period
of  five  (5)  business  days;  or

- -     any  participation or threatened participation in insolvency or bankruptcy
proceedings  by  or  against  us;

- -     a  material  adverse  change  in  our  business;  or

- -     the  issuance  of  an  aggregate of more than 1, 975,305  shares to Fusion
Capital  under  our  agreement  if  we  fail to obtain the requisite shareholder
approval.

OUR  TERMINATION  RIGHTS

     We  have  the unconditional right at any time for any reason to give notice
to  Fusion  Capital  terminating  the Purchase Agreement without any cost to us.

NO  SHORT-SELLING  OR  HEDGING  BY  FUSION  CAPITAL

     Fusion  Capital  has agreed that neither it nor any of its affiliates shall
engage  in  any  direct or indirect short-selling or hedging of our common stock
during  any  time  prior  to  the  termination  of  the  Purchase  Agreement.

EFFECT OF PERFORMANCE OF THE COMMON STOCK PURCHASE AGREEMENT ON OUR STOCKHOLDERS

     All  1,975,305 shares registered in this offering are expected to be freely
tradable.  It  is  anticipated  that  shares registered in this offering will be
sold  over  a  period  of up to 25 months from the date of this Prospectus.  The
sale  by  Fusion  Capital  of  a significant amount of shares registered in this
offering  at  any given time could cause the market price of our common stock to
decline  and  to be highly volatile.  Fusion Capital may ultimately acquire all,
some  or  none  of  the  1,975,305  shares  of  common  stock not yet issued but
registered  in  this  offering.  After  it has acquired such shares, it may sell
all,  some  or  none  of  such  shares.  Therefore,  sales  to  Fusion

                                       18

Capital by us under the Purchase Agreement may result in substantial dilution to
the  interests  of other holders of our common stock. However, we have the right
to  control  the  timing and amount of any sales of our shares to Fusion Capital
and the Purchase Agreement may be terminated by us at any time at our discretion
without  any  cost  to  us.

     In connection with entering into the agreement, we authorized the sale to
Fusion Capital of up to 1,801,439 shares of our common stock (18.23% of our
outstanding on August 6, 2009 the date of the Purchase Agreement).  We estimate
that we will sell no more than 1,801,439 shares to Fusion Capital under the
Purchase Agreement (exclusive of the 173,866 shares issuable to Fusion Capital
as the commitment fee), all of which are included in this offering.  We have the
right to terminate the Purchase Agreement without any payment or liability to
Fusion Capital at any time, including in the event that all 1,801,439 shares are
sold to Fusion Capital under the Purchase Agreement.  Subject to approval by our
board of directors, we have the right but not the obligation to sell more than
1,801,439 shares to Fusion Capital.  In the event we elect to sell more than the
1,801,439 shares offered hereby, we will be required to file a new registration
statement and have it declared effective by the U.S. Securities & Exchange
Commission.  In the event that under the Purchase Agreement we decide to issue
more than 1,975,305, i.e. greater than 19.99% of our outstanding shares of
common stock as of the date of the Purchase Agreement, we would first be
required to seek shareholder approval in order to be in compliance with the NYSE
Amex Equities stock market rules.  We currently do not intend to seek
shareholder approval to issue shares to Fusion Capital in excess of 1,975,305.
The number of shares ultimately offered for sale by Fusion Capital is dependent
upon the number of shares purchased by Fusion Capital under the Purchase
Agreement.  The following table sets forth the amount of proceeds we would
receive from Fusion Capital from the sale of shares at varying purchase prices:

                            PERCENTAGE            PROCEEDS FROM THE
                            OF OUTSTANDING        SALE OF SHARES
ASSUMED     NUMBER OF       SHARES AFTER          TO FUSION CAPITAL
AVERAGE     SHARES TO BE    GIVING EFFECT         UNDER THE COMMON
PURCHASE    ISSUED IF FULL  TO THE ISSUANCE       STOCK PURCHASE
PRICE       PURCHASE        TO FUSION CAPITAL(1)  AGREEMENT
1.00        1,907,948       16.18%                $ 1,801,439.00
1.50        1,917,735       16.25%                $ 2,702,158.50
2.24(2)     1,932,221       16.36%                $ 4,035,223.36
2.50        1,937,311       16.39%                $ 4,503,597.50
3.50        1,956,886       16.53%                $ 6,305,036.50
4.44        1,975,305       16.66%                $ 8,000,000.00
5.00        1,773,866       15.22%                $ 8,000,000.00
8.00        1,173,866       10.62%                $ 8,000,000.00

___________________
     (1)     The denominator is based on 9,881,466 shares outstanding as of
August 6, 2009 plus the corresponding pro rata commitment shares issued based on
the proceeds received in column 4, the number of purchase shares set forth in
the adjacent column and the 86,933 shares to be issued to Fusion Capital upon
approval from the NYSE AMEX Equities stock market.  The numerator is based on
the number of shares issuable under the  Purchase Agreement at the corresponding
assumed purchase price set forth in the adjacent column.

     (2)     Closing sale price of our shares on August 6, 2009.


                                       19

                            THE SELLING STOCKHOLDER

     The following table presents information regarding the selling stockholder.
Neither  the  selling  stockholder nor any of its affiliates has held a position
or  office,  or  had  any  other  material  relationship,  with us.  However, in
February  2004  and  July  2008  we entered into two prior common stock purchase
agreement  with  Fusion  Capital,  pursuant  to  which  we  sold an aggregate of
approximately  2.5 million shares for total proceeds of $7.0 million.  The prior
transactions  were  substantially  similar to the transactions set forth herein.

                                                  SHARES TO BE
                                                  SOLD IN THE
                                                  OFFERING ASS-
                                                  UMING THE
                                PERCENTAGE OF     COMPANY ISSUES   PERCENTAGE
                                OUTSTANDING       THE MAXIMUM      OF OUTSTAND-
                  SHARES        SHARES BENE-      NUMBER OF        ING SHARES
                  BENEFICIALLY  FICIALLY OWNED    SHARES UNDER     BENEFICIALLY
SELLING           OWNED BEFORE  BEFORE OFFERING   THE PURCHASE     OWNED AFTER
STOCKHOLDER       OFFERING      (1)               AGREEMENT (1)    OFFERING
- ----------------  ------------  ----------------  ---------------  -------------
Fusion Capital
Fund II, LLC (2)     83,000(3)              0.8%        1,975,305           0.8%
- ----------------  ------------  ----------------  ---------------  -------------

     ____________

(1)  Applicable  percentage  of  ownership  is  based on 9,881,466 shares of our
     common  stock  outstanding  as  of  August 6, 2009 together with securities
     exercisable  or  convertible  into shares of Common Stock within sixty (60)
     days of August 6, 2009 for the selling stockholder. Beneficial ownership is
     determined  in  accordance with the rules of the SEC and generally includes
     voting  or  investment  power  with respect to securities. Shares of common
     stock  are  deemed  to  be  beneficially  owned  by the person holding such
     securities for the purpose of computing the percentage of ownership of such
     person, but are not treated as outstanding for the purpose of computing the
     percentage  ownership  of  any  other  person.

(2)  Steven  G.  Martin  and  Joshua  B.  Scheinfeld,  the  principals of Fusion
     Capital,  are deemed to be beneficial owners of all of the shares of common
     stock  owned  by  Fusion Capital. Messrs. Martin and Scheinfeld have shared
     voting  and  disposition  power  over  the  shares being offered under this
     Prospectus.

(3)  As of the  date  hereof,  83,000  shares  of  our  common  stock  have been
     previously  acquired  by  Fusion  Capital not under the Purchase Agreement.
     Under the terms of the Purchase Agreement, upon approval from the NYSE Amex
     Equities  stock  market,  Fusion  Capital  will  receive  a  commitment fee
     consisting  of  86,933  shares  of our common stock. Also, we will issue to
     Fusion  Capital an additional 86,933 shares as a commitment fee pro rata as
     we receive the $8.0 million of future funding. The Company may elect in its
     sole  discretion  to  sell  to Fusion Capital up to an additional 1,801,439
     shares  under  the  Purchase  Agreement.  Fusion Capital does not presently
     beneficially  own  any of those shares as determined in accordance with the
     rules  of  the  SEC.


                                       20

                              PLAN OF DISTRIBUTION

     The  common  stock  offered  by  this prospectus is being offered by Fusion
Capital Fund II, LLC, the selling  shareholder.  The common stock may be sold or
distributed from time to time by the selling stockholder directly to one or more
purchasers  or  through  brokers, dealers, or underwriters who may act solely as
agents at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed.  The  sale  of  the  common  stock  offered  by  this Prospectus may be
effected  in  one  or  more  of  the  following  methods:

- -     ordinary brokers' transactions;
- -     transactions involving cross or block trades;
- -     through brokers, dealers, or underwriters who may act solely as agents
- -     "at the market" into an existing market for the common stock;
- -     in other ways not involving market makers or established business markets,
including direct sales to purchasers or sales effected through agents;
- -     in privately negotiated transactions; or
- -     any combination of the foregoing.

     In  order  to  comply  with  the  securities  laws  of  certain  states, if
applicable,  the  shares may be sold only through registered or licensed brokers
or  dealers.  In  addition, in certain states, the shares may not be sold unless
they  have  been  registered  or qualified for sale in the state or an exemption
from  the  registration  or  qualification requirement is available and complied
with.

     Brokers, dealers, underwriters, or agents participating in the distribution
of  the  shares  as  agents may receive compensation in the form of commissions,
discounts, or concessions from the selling  shareholder and/or purchasers of the
common  stock  for  whom  the broker-dealers may act as agent.  The compensation
paid  to  a  particular broker-dealer may be less than or in excess of customary
commissions.

     Fusion  Capital  is  an  "underwriter" within the meaning of the Securities
Act.

     Neither  we  nor  Fusion  Capital  can  presently  estimate  the  amount of
compensation  that  any agent will receive.  We know of no existing arrangements
between  Fusion  Capital, any other shareholder, broker, dealer, underwriter, or
agent  relating  to  the  sale  or  distribution  of  the shares offered by this
Prospectus.  At  the  time  a  particular  offer of shares is made, a prospectus
supplement,  if  required,  will be distributed that will set forth the names of
any  agents,  underwriters,  or  dealers  and  any compensation from the selling
shareholder,  and  any  other  required  information.

     We will pay all of the expenses incident to the registration, offering, and
sale  of  the  shares  to  the  public  other  than  commissions or discounts of
underwriters,  broker-dealers,  or  agents.  We  have  also  agreed to indemnify
Fusion  Capital  and  related  persons  against specified liabilities, including
liabilities  under  the  Securities  Act.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to our directors, officers, and controlling persons, we have
been  advised  that  in  the  opinion of the SEC this indemnification is against
public  policy  as  expressed  in  the  Securities  Act  and  is  therefore,
unenforceable.

                                       21

     Fusion  Capital  and its affiliates have agreed not to engage in any direct
or  indirect short selling or hedging of our common stock during the term of the
common  stock  purchase  agreement.

     We  have  advised Fusion Capital that while it is engaged in a distribution
of  the  shares  included  in  this  Prospectus  it  is  required to comply with
Regulation  M promulgated under the Securities Exchange Act of 1934, as amended.
With  certain  exceptions,  Regulation  M precludes the selling shareholder, any
affiliated purchasers, and any broker-dealer or other person who participates in
the  distribution  from  bidding  for or purchasing, or attempting to induce any
person  to  bid  for  or  purchase  any  security  which  is  the subject of the
distribution  until  the  entire  distribution  is  complete.  Regulation M also
prohibits  any  bids  or  purchases  made  in  order to stabilize the price of a
security  in  connection  with  the  distribution  of that security.  All of the
foregoing  may  affect  the  marketability  of  the  shares  offered hereby this
Prospectus.

     This  offering  will  terminate on the date that all shares offered by this
Prospectus  have  been  sold  by  Fusion  Capital.


                                       22

                                 LEGAL MATTERS

     The  validity of the common stock offered by this Prospectus will be passed
upon for us by Cutler Law Group P.C., Baytown, Texas.   Principals of Cutler Law
Group  P.C.  are  the  owners  of  19,100  shares  of  our  common  stock.

                                    EXPERTS

     The  financial  statements of Competitive Technologies, Inc. as of July 31,
2008  and  for  each  of  the  two  fiscal  years  in the period incorporated by
reference  in this Prospectus have been so included in reliance on the report of
Mahoney  Cohen  &  Company,  CPA,  P.C. independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

     We  have  filed  with the Securities and Exchange Commission a registration
statement  on  Form S-1 under the Securities Act of 1933, relating to the shares
of  our  common stock being offered by this prospectus.  For further information
pertaining  to our common stock and the shares of common stock being offering by
this  prospectus,  reference  is  made  to  such  registration  statement.  This
prospectus  constitutes  the  prospectus  we filed as a part of the registration
statement and it does not contain all information in the registration statement,
certain  portions  of  which  have been omitted in accordance with the rules and
regulations  of  the  Securities and Exchange Commission and certain portions of
which  have  been  incorporated  by  reference  to  our  reports  filed with the
Securities  and  Exchange  Commission.

     In  addition,  we  are  subject  to  the  informational requirements of the
Securities  Exchange  Act of 1934, and, in accordance with such requirements, we
file  reports,  proxy  statements  and other information with the Securities and
Exchange  Commission  relating  to  our business, financial statements and other
matters.

     Reports  and proxy and information statements filed under Section 14(a) and
14(c)  of  the  Securities Exchange Act of 1934 and other information filed with
the  Securities  and  Exchange  Commission as well as copies of the registration
statement  can  be  inspected  and  copied  at  the  public reference facilities
maintained  by  the  Securities  and Exchange Commission at Room 1024, Judiciary
Plaza,  100 F Street, N.E., Washington, D.C. 20549.  Copies of such material can
also  be  obtained  at prescribed rates from the Public Reference Section of the
Securities  and  Exchange Commission at its principal office at Judiciary Plaza,
100  F  Street,  N.E.,  Washington,  D.C. 20549.  Please call the Securities and
Exchange  Commission  at 1.800.SEC.0330 for further information on the operation
of the public reference room.  Such material may also be obtained electronically
by  visiting  the  SEC's  web  site  on the Internet at http://www.sec.gov.  Our
common  stock  is  traded  on  NYSE  Amex Equities stock market under the symbol
"CTT".

     Copies  of our filings with the Securities and Exchange Commission are also
available,  free  of  charge,  on  our  corporate  website  at
http://www.competitivetech.net.  The  other  information found on our website is
not  incorporated  by  reference  into  this  prospectus.

                                       23

     You should rely only on the information contained in this Prospectus or the
documents incorporated by reference. Neither CTT nor the selling shareholder has
authorized  anyone  to  provide  you with any information that is different from
that  contained in this Prospectus. The information contained in this Prospectus
is  accurate as of the date of this Prospectus. You should not assume that there
have  been  no  changes  in  the  affairs  of the Company since the date of this
Prospectus  or that the information in this Prospectus is correct as of any time
after  the  date of this Prospectus, regardless of the time that this Prospectus
is delivered or any sale of the common stock offered by this Prospectus is made.
This Prospectus is not an offer to sell or a solicitation of an offer to buy the
shares  covered  by  this  Prospectus  in  any  jurisdiction  where the offer or
solicitation  is  unlawful.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

     Delaware  General Corporation Law, Section 102(b)(7), enables a corporation
in  its  original  certificate of incorporation, or an amendment thereto validly
approved by stockholders, to eliminate or limit personal liability of members of
its  Board  of  Directors for monetary damages for breach of fiduciary duty as a
director.  However,  the  elimination  or limitation shall not apply where there
has  been  a  breach  of  the  duty  of  loyalty,  failure to act in good faith,
intentional  misconduct  or  a  knowing  violation  of  a  law, the payment of a
dividend  or  approval  of  a  stock  repurchase  which  is deemed illegal or an
improper  personal  benefit  that is obtained.  Our Certificate of Incorporation
includes  language limiting the liability of, and providing indemnification for,
directors.

     The  provision  in  the Certificate of Incorporation does not eliminate the
director's  fiduciary  duty, and in appropriate circumstances equitable remedies
such  as  injunctive or other forms of non-monetary relief will remain available
under  Delaware  law.  In addition, each director will continue to be subject to
liability  for  breach of the director's duty of loyalty to our Company for acts
or  omissions not in good faith or involving intentional misconduct, for knowing
violations  of  law,  for  actions  leading  to improper personal benefit to the
director,  and  for  payment  of  dividends  or approval of stock repurchases or
redemptions  that  are unlawful under Delaware law.  The provision also does not
affect  a  director's  responsibilities under any other law, such as the federal
securities  laws.

     To  the  extent  that  indemnification  for  liabilities  arising under the
Securities  Act  of  1933  may  be  permitted  to directors, officers or persons
controlling  our  Company as discussed in the foregoing provisions, we have been
informed  that in the opinion of the SEC, such indemnification is against public
policy  as  expressed  in  the  Securities  Act  of  1933,  and  is  therefore
unenforceable.  We  believe that our Certificate of Incorporation provisions are
necessary  to  attract  and  retain qualified persons as directors and officers.

                                       24


- --------------------------------------------------------------------------------

No  dealer,  salesperson,  or  other  person  has  been  authorized  to give any
information or to make any representation not contained in this Prospectus, and,
if  given or made, such information and representation should not be relied upon
as  having  been  authorized  by  Competitive  Technologies, Inc. or the selling
shareholder.  This  Prospectus  does  not  constitute  an  offer  to  sell  or a
solicitation of an offer to buy any of the securities offered by this Prospectus
in  any  jurisdiction or to any person to whom it is unlawful to make such offer
or  solicitation.  Neither  the  delivery  of  this Prospectus nor any sale made
hereunder  shall  under  any  circumstances create an implication that there has
been  no  change  in the facts set forth in this Prospectus or in the affairs of
Competitive  Technologies,  Inc.  since  the  date  hereof.

                                1,975,305 SHARES

                  *
                *****
              **-----**
            **-----       COMPETITIVE
          ****----        TECHNOLOGIES
            **=====       Unlocking the Potential of Innovation (R)
              **=====**
                *****
                  *  (R)  Technology Transfer and Licensing Services

                         COMPETITIVE TECHNOLOGIES, INC.

                                  COMMON STOCK

                                   PROSPECTUS

                                AUGUST 10, 2009

Dealer  Prospectus  Delivery  Obligation:  Until  ___________,  all dealers that
effect  transactions  in  these securities, whether or not participating in this
offering,  may  be required to deliver a prospectus.  This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect  to  their  unsold  allotments  or  subscriptions.






                                       25

                 PART II-INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions, if any) are set forth below.  Each item listed is
estimated, except for the Securities and Exchange Commission registration fee
and the American Stock Exchange additional listing fee.

     Securities and Exchange Commission registration fee      $    316
     NYSE Amex Equities Additional listing fees                 39,507
     Accounting fees and expenses                               20,000
     Legal fees and expenses                                    40,000
     Registrar and transfer agent's fees and expenses            1,000
     Miscellaneous                                               1,177
                                                              --------
     Total expenses                                           $102,000
                                                              ========

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Pursuant to our bylaws we have the power to indemnify any person who was or
is  a  party  or  is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of CTT) by reason of the
fact  that  such  person  is or was one of our directors, officers, employees or
agents,  or is or was serving at our request as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses (including attorneys' fees), judgments, fines and
amounts  paid  in  settlement actually and reasonably incurred by such person in
connection  with  such  action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
our  best interests, and, with respect to any criminal action or proceeding, had
no  reasonable  cause  to  believe  the  person's  conduct  was  unlawful.

     Our  bylaws  also give us the power to indemnify any person who was or is a
party  or  is  threatened  to  be  made  a  party  to any threatened, pending or
completed  action  or suit by or in our right to procure a judgment in our favor
by reason of the fact that such person is or was one of our directors, officers,
employees or agents, or is or was serving at our request as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of  such  action or suit if such person acted in good faith and in a manner such
person  reasonably  believed  to  be in or not opposed to our best interests and
except  that  no indemnification shall be made in respect of any claim, issue or
matter  as  to  which  such  person  shall  have  been adjudged to be liable for
negligence  or  misconduct in the performance of such person's duty to us unless
and  only  to  the extent that the Court of Chancery of Delaware or the court in
which  such  action  or  suit was brought shall determine upon application that,
despite  the  adjudication  of liability but in view of all the circumstances of
the  case,  such  person is fairly and reasonably entitled to indemnity for such
expenses  which  such  Court  of Chancery or such other court shall deem proper.


                                      II-1

     Our  bylaws  also  provide  that  to  the extent that one of our directors,
officers,  employees or agents has been successful on the merits or otherwise in
the defense of any action, suit or proceeding, or in defense of any claim, issue
or  matter therein, such person shall be indemnified against expenses (including
attorneys'  fees)  actually and reasonably incurred by such person in connection
therewith.

     Our  bylaws further provide that our Board of Directors may authorize, by a
vote  of  a majority of the full Board of Directors, us to purchase and maintain
insurance  on behalf of any person who is or was one of our directors, officers,
employees or agents, or is or was serving at our request as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by  such  person in any such capacity, or arising out of such person's status as
such,  whether  or  not we would have the power to indemnify such person against
liability  under  the  provisions  of  our  bylaws.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

     Since August 1, 2006, CTT has made the following sales of securities that
were not registered under the Securities Act of 1933, as amended (the
"Securities Act"):

     On April 21, 2009, the Company issued a total of 43,439 shares of common
stock to its five directors upon the purchase by those directors of the shares
from the Company at the five day weighted average closing price of the common
stock as reported by the NYSE Amex Equities stock market.  These securities were
issued by the Company without registration in reliance upon an exemption under
Section 4(2) of the Securities Act because the offer and sale was made in a
privately negotiated transaction.  The share certificates issued were
appropriately legended.  The Company ascertained that each of the directors was
an accredited investor and otherwise took steps to assure compliance with
private placement requirements.

     On April 21, 2009, the Company issued a total of 14,000 shares of common
stock to principals of Cutler Law Group, the Company's legal counsel, in
consideration for forgiveness of fees for legal services valued at $13,000.
These securities were issued by the Company without registration in reliance
upon an exemption under Section 4(2) of the Securities Act because the offer and
sale was made in a privately negotiated transaction.  The share certificates
issued were appropriately legended.  The Company ascertained that each of the
directors was an accredited investor and otherwise took steps to assure
compliance with private placement requirements.


                                      II-2

     On  May 6, 2009, the Company issued a total of 6,000 shares of common stock
to principals of Cutler Law Group, the Company's legal counsel, in consideration
for  forgiveness  of  fees for legal services valued at $7,000. These securities
were  issued  by  the Company without registration in reliance upon an exemption
under  Section 4(2) of the Securities Act because the offer and sale was made in
a  privately  negotiated  transaction.  The  share  certificates  issued  were
appropriately  legended.  The Company ascertained that each of the directors was
an  accredited  investor  and  otherwise  took  steps  to assure compliance with
private  placement  requirements.

     As of August 6, 2009, the Company has agreed to issue to Fusion Capital
86,933 shares of common stock as the initial commitment shares in consideration
of the equity financing of up to $8.0 million which is being provided to the
Company by Fusion Capital.  These securities will be issued upon approval of the
listing application for these shares with the NYSE Amex Equities stock market.
These securities will be issued by the Company without registration in reliance
upon an exemption under Section 4(2) of the Securities Act because the offer and
sale was made in a privately negotiated transaction.  The share certificate to
be issued to Fusion Capital will be appropriately legended.  The Company
ascertained that Fusion Capital is an accredited investor and otherwise took
steps to assure compliance with private placement requirements.


ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  Exhibits

3.1  Unofficial  restated  certificate  of  incorporation  of  the registrant as
amended  to  date  filed  (on  April  1,  1998)  as  Exhibit 4.1 to registrant's
Registration  Statement  on  Form  S-8,  File  Number  333-49095  and  hereby
incorporated  by  reference.

3.2  By-laws  of the registrant as amended effective October 14, 2005, filed (on
December  12, 2005) as Exhibit 3.2 to registrant's Quarterly Report on Form 10-Q
for  the  quarterly  period  ended  October 31, 2005, and hereby incorporated by
reference.

5.1  Opinion  of Cutler Law Group as to the legality of the shares of CTT common
stock  being  registered.

10.1  Registrant's  Restated  Key Employees' Stock Option Plan filed (on January
29,  2003)  as  Exhibit  4.3 to registrant's Registration Statement on Form S-8,
File  Number  33-87756,  and  hereby  incorporated  by  reference.

10.2  Registrant's Annual Incentive Plan filed (on November 25, 2005) as Exhibit
99.1  to  registrant's  Current  Report on Form 8-K dated November 22, 2005, and
hereby  incorporated  by  reference.

10.3  Registrant's 2000 Directors Stock Option Plan as amended January 24, 2003,
filed  (on  January  29,  2003)  as  Exhibit  4.4  to  registrant's Registration
Statement  on  Form  S-8,  File  Number  333-102798  and  hereby incorporated by
reference.

10.4  Registrant's  1996  Directors' Stock Participation Plan as amended January
14,  2005,  filed  (on January 21, 2005) as Exhibit 10.2 to registrant's Current
Report  on  Form  8-K,  and  hereby  incorporated  by  reference.

                                      II-3

10.5 Registrant's 1997 Employees' Stock Option Plan as amended January 14, 2005,
filed  (on  January  21,  2005) as Exhibit 4.3 to registrant's Current Report on
Form  8-K,  and  hereby  incorporated  by  reference.

10.7  Common  Stock Purchase Agreement between the registrant and Fusion Capital
Fund  II,  LLC  dated  February 25, 2004 filed (on February 27, 2004) as Exhibit
10.1  to  registrant's  Current  Report on Form 8-K dated February 25, 2004, and
hereby  incorporated  by  reference.

10.8  Registration  Rights  Agreement  between the registrant and Fusion Capital
Fund  II,  LLC  dated  February 25, 2004 filed (on February 27, 2004) as Exhibit
10.2  to  registrant's  Current  Report on Form 8-K dated February 25, 2004, and
hereby  incorporated  by  reference.

10.10  Amendment  number  one  made  February  15, 2006, to Amended and Restated
Employment Agreement, dated as of October 1, 2005, between registrant and Donald
J.  Freed,  filed (on February 23, 2006) as Exhibit 10.1 to registrant's Current
Report  on  Form  8-K  dated  February  23,  2006,  and  hereby  incorporated by
reference.

10.12  Lease  agreement  dated  April  28,  2006, between 1375 Kings Highway/777
Commerce  Drive  Associates,  LLC,  and  14  Mamaroneck  Avenue  Reinvestment
Associates,  LLC,  and Competitive Technologies, Inc. filed (on June 9, 2006) as
Exhibit  10.27  to  registrant's Quarterly Report on Form 10-Q for the quarterly
period  ended  April  30,  2006,  and  hereby  incorporated  by  reference.

10.13  Amendment  to  Lease  made  July  20,  2006  by  and  between  1375 Kings
Highway/777  Commerce  Drive  Associates,  LLC,  and  14  Mamaroneck  Avenue
Reinvestment  Associates,  LLC,  and  Competitive  Technologies, Inc., filed (on
October  30,  2006)  as Exhibit 10.17 to registrant's Annual Report on Form 10-K
for  the  year  ended  July  31,  2006,  and  hereby  incorporated by reference.

10.14 Employment Agreement dated February 2, 2007 between registrant and John B.
Nano, filed (on February 6, 2007) as Exhibit 10.1 to registrant's Current Report
on  Form  8-K  dated  February  6,  2007,  and hereby incorporated by reference.

10.15 Stock Purchase Agreement dated April 17, 2007 between registrant and Betty
Rios  Valencia,  and  Agrofrut  E.U.  filed on April 19, 2007 as Exhibit 10.1 to
registrant's  Current  Report  on  Form  8-K  dated  April  19, 2007, and hereby
incorporated  by  reference.

10.16  Second  Amendment  to  Lease made July 20, 2006 by and between 1375 Kings
Highway/777  Commerce  Drive  Associates,  LLC,  and  14  Mamaroneck  Avenue
Reinvestment  Associates,  LLC  and  Competitive  Technologies, Inc., and hereby
incorporated  by  reference.

10.19  Distribution  Agreement  between  the registrant and Excel Life Sciences,
Inc.  dated  July  29,  2008  filed  (on  August  1,  2008)  as  Exhibit 10.1 to
registrant's  Current  Report  on  Form  8-K  dated  July  29,  2008, and hereby
incorporated  by  reference.

10.20  Distribution Agreement between the registrant and Life Episteme srl dated
February 24th, 2009 filed (on February 26, 2009) as Exhibit 10.1 to registrant's
Current  Report  on Form 8-K dated February 24, 2009, and hereby incorporated by
reference.

                                      II-4

10.21  Distribution  Agreement  between  the  registrant  and Innovative Medical
Therapies,  Inc.  dated July 29th, 2009 filed (on July 30, 2009) as Exhibit 10.1
to  registrant's  Current  Report  on  Form  8-K dated July 30, 2009, and hereby
incorporated  by  reference.

10.22  Common  Stock  Purchase  Agreement,  dated  as  of August 6, 2009, by and
between the Company and Fusion Capital Fund II, LLC filed (on August 7, 2009) as
Exhibit  10.1  to  registrant's Current Report on Form 8-K dated August 7, 2009,
and  hereby  incorporated  by  reference.

10.23  Registration Rights Agreement, dated as of August 6, 2009, by and between
the Company and Fusion Capital Fund II, LLC filed (on August 7, 2009) as Exhibit
10.2 to registrant's Current Report on Form 8-K dated August 7, 2009, and hereby
incorporated  by  reference.

21     Subsidiaries  of  registrant.

23.1   Consent  of  Mahoney  Cohen  &  Company,  CPA,  P.C.

23.2   Consent  of  Cutler Law Group (included in opinion filed as Exhibit 5.1).

23.3   Power  of  Attorney  of  Directors  of  Competitive  Technologies,  Inc.
(included on the signature page of this Registration Statement on Form S-1).

(b)  Financial Statement Schedules

No financial statement schedules are required.

                                      II-5

ITEM 17.  UNDERTAKINGS

(a)     The undersigned Registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

          (i)     To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii)     To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

          (iii)     To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

          Provided, however, That:

          (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the registration statement is on Form S-8 (Sec. 230.16b of this chapter), and
the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in this registration statement; and

          (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the registration statement is on Form S-3 (Sec. 239.13 of this
chapter) or Form F-3 (Sec. 239.33 of this chapter) and the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) (Sec. 230.424(b) of this
chapter) that is part of the registration statement.

          (C) Provided further, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is for an offering of
asset-backed securities on Form S-1 (Sec. 239.11 of this chapter) or Form S-3
(Sec. 239.13 of this chapter), and the information required to be included in a
post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB
(Sec. 229.1100(c)).


                                      II-6

     (2)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)     To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser, each prospectus filed by the Registrant pursuant to
Rule 424(b) as part of this registration statement relating to an offering shall
be deemed to be part of and included in this registration statement as of the
date it is first used after effectiveness. Provided, however, that no statement
made in this registration statement or prospectus that is part of this
registration statement or made in a document incorporated or deemed incorporated
by reference into this registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.

(b)     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(d)     The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

                                      II-7

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Fairfield, Connecticut on August 10,
2009.

                              COMPETITIVE TECHNOLOGIES, INC.


                              By/s/ John B. Nano
                                ----------------
                              JOHN B. NANO, CHAIRMAN, PRESIDENT AND CEO


Each person whose signature appears below hereby constitutes and appoints John
B. Nano and John Rafferty, each of them severally his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including, without limitation,
post-effective amendments) to this Registration Statement and any subsequent
registration statement filed by the Registrant pursuant to Rule 462 (b) of the
Securities Act of 1933, which relates to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
herewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his or their substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


Signature                     Title                         Date
- ----------------------------  ----------------------------  ---------------


/s/ John B. Nano              Chairman, President and       August 10, 2009
- ----------------------------  CEO, Interim CFO (Principal
John B. Nano                  Executive, Financial and
                              Accounting Officer)


/s/ Rustin Howard             Director                      August 10, 2009
- ----------------------------
Rustin Howard


/s/ William L. Reali          Director                      August 10, 2009
- ----------------------------
William L. Reali


/s/ Richard D. Hornidge, Jr.  Director                      August 10, 2009
- ----------------------------
Richard D. Hornidge, Jr.


/s/ Joel M. Evans, MD         Director                      August 10, 2009
- ----------------------------
Joel M. Evans, MD



                                      II-8

EX-5

Exhibit 5

CUTLER LAW GROUP
Attorneys at Law                                 M. Richard Cutler, Esq.*
9814 Crystal Blvd                                M Gregory Cutler, Esq.**
Baytown, Texas 77521
(281) 918-0040 Tel  (800) 836-8714 Fax           *Admitted in California & Texas
www.cutlerlaw.com                                **Admitted in Florida
================================================================================

                                August 10, 2009

Competitive Technologies, Inc.
777 Commerce Drive
Fairfield, CT 06825

Ladies and Gentlemen:

     You have requested our opinion as counsel for Competitive Technologies,
Inc., a Delaware corporation (the "Company") in connection with the registration
under the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, and the public offering by the Company of up to
1,975,305 shares of Company common stock issuable in connection with the Common
Stock Purchase Agreement between Competitive Technologies, Inc. and Fusion
Capital Fund II.

     We have examined the Company's Registration Statement on Form S-1 in the
form to be filed with the Securities and Exchange Commission on or about August
7, 2009 (the "Registration Statement").  We further have examined the
Certificate of Incorporation, Bylaws, and applicable minutes of the Company as a
basis for the opinion hereafter expressed.

     Based on the foregoing examination, we are of the opinion that, upon
issuance and sale in the manner described in the Registration Statement, the
shares of common stock covered by the Registration Statement will be legally
issues, fully paid, and nonassessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement.

                              Very truly yours,

                              \s\ M. Richard Cutler
                              Cutler Law Group

EX-21

EXHIBIT 21

Vector Vision, Inc. (Delaware) (56.1% owned)
Organized April 19, 1994
Qualified in Connecticut
Files separate Federal and Connecticut income tax returns
Consolidated in Competitive Technologies, Inc. and Subsidiaries audited
financial statements filed with the SEC

CTT Trading Company, LLC (Connecticut) (100% owned)
Organized May 23, 2006
Qualified in Connecticut
Included in Federal and Connecticut income tax returns
Consolidated in Competitive Technologies, Inc. and Subsidiaries audited
financial statements filed with the SEC

EX-23.1

EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to  the  incorporation  by  reference  in  the  Prospectus
constituting  a  part  of  this Registration Statement on Form S-1 of our report
dated  October  28,  2008,  relating to the consolidated financial statements of
Competitive  Technologies, Inc. and Subsidiaries appearing in the Company's 2008
Form  10-K  as  of  and  for  the  year  ended  July  31,  2008.

We  also  consent  to  the  reference  to  us under the caption "Experts" in the
Prospectus.




                              /s/ Mahoney Cohen & Company, CPA. P.C.



New York, New York
August 10, 2009