S-1/A

     As filed with the Securities and Exchange Commission on July 1, 2010.

                                                      Registration No. 33-167273

================================================================================

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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                               Amendment No. 1 to
                                    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 jurisdiction     (Primary Standard           (I.R.S. Employer
     of incorporation or      Industrial Classification   Identification Number)
        organization)               Code Number)

                               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
                CHAIRMAN, 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
                            3355 W ALABAMA, STE 1150
                               HOUSTON, TX 77098
                           TELEPHONE: (713) 888-0040
                           FACSIMILE: (800) 836-0714

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

                                       i


APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: 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: [ ]

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
                              AMOUNT      OFFERING      AGGREGATE   AMOUNT OF
TITLE OF EACH CLASS OF        TO BE       PRICE         OFFERING    REGISTRATION
SECURITIES TO BE REGISTERED   REGISTERED  PER SHARE(1)  PRICE(1)    FEE
- --------------------------------------------------------------------------------
Common Stock, par value
0.01 per share                2,000,000   $       2.70  $5,389,000  $     384.24

Common Stock, par value
0.01 per share                75,000 (2)  $       3.17  $  237,750  $      16.95

Total                         2,075,000                 $5,626,750  $     401.19
- --------------------------------------------------------------------------------

(1)  Estimated pursuant to Rule 457(c), solely for the purpose of calculating
     the registration fee based on 85% of the closing price for the common
     stock, as reported on the NYSE Amex Equities Stock Exchange on May 28,
     2010. Under the common stock purchase agreement, Crisnic Fund SA has agreed
     to purchase 2,000,000 shares of newly issued CTT common stock at a
     price equal to 85% of the current volume weighted average market price.

(2)  The Registrant has agreed to issue an additional 75,000 shares of newly
     issued CTT common stock to Crisnic Fund SA as a fee.

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.

                                       ii


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                   SUBJECT TO COMPLETION, DATED July 1, 2010

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.

                        2,075,000 Shares of Common Stock

     This prospectus relates to the sale of 2,075,000 shares of our common
stock  by  Crisnic  Fund  SA.  Crisnic  Fund SA is sometimes referred to in this
prospectus  as the selling shareholder.  The prices at which Crisnic Fund SA 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  Crisnic  Fund  SA.

     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  June  29,  2010  the last reported sale price for our common
stock  as  reported  on the NYSE Amex Equities stock market was $2.10 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 6 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 ________________, 2010

                                        1

                               TABLE OF CONTENTS

Prospectus Summary                                                             3
Forward-Looking Statements                                                     5
Risk Factors                                                                   6
Incorporation by Reference                                                    12
Use of Proceeds                                                               14
The Crisnic Fund SA Transaction                                               15
Selling Stockholder                                                           17
Plan of Distribution                                                          18
Legal Matters                                                                 20
Experts                                                                       20
Where You Can Find More Information                                           20
Disclosure of Commission Position on Securities Matters                       21

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  June  1,  2010, we entered into a Common Stock Purchase Agreement and a
Registration  Rights  Agreement  with  Crisnic Fund SA, a Costa Rican investment
corporation.  Under  the  Purchase  Agreement, Crisnic Fund SA is obligated upon
effectiveness  of the Registration Statement of which this prospectus is a part,
to  purchase at a price equal to 85% of the weighted average volume price of our
common  stock  on  the date of such effectiveness, 2,000,000 shares from us upon
approval  and effectiveness of this Registration Statement.   Under the terms of
the  Purchase Agreement, upon approval from the NYSE Amex Equities stock market,
Crisnic  Fund  SA  will  also  receive  a fee consisting of 75,000 shares of our
common  stock.  As  of  June  1,  2010, there were 11,517,262 shares outstanding
(11,322,900  shares  held  by  non-affiliates)  excluding  the  2,075,000 shares
offered  pursuant  to  this Prospectus which have not yet been issued by us.  If
all  of  such  2,075,000 shares offered hereby were issued and outstanding as of
the date hereof, the 2,075,000 shares would represent approximately 15.3% of the
total  common  stock  outstanding  or  approximately 15.5% of the non-affiliates
shares  outstanding  as  of  the  date  hereof.  The number of shares ultimately
offered  for sale by Crisnic Fund SA is dependent upon the number of shares sold
by  us  to  Crisnic  Fund  SA  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)  75,000  shares which will be issued upon approval from the NYSE
Amex  Equities  stock  market to Crisnic Fund as a fee, and (2) 2,000,000 shares
which  we  may  sell  to  Crisnic  Fund  SA after this registration statement is
declared  effective  (17.37% of our outstanding shares on June 1, 2010, the date
of  the Purchase Agreement).  All 2,075,000 shares are being offered pursuant to
this  Prospectus.  Under  the  Purchase Agreement, we have the right but not the
obligation  to  sell  2,000,000  shares  to  Crisnic  Fund  SA.

     We do not have the right to commence any sales of our shares to Crisnic
Fund SA 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 to
sell 2,000,000 of our shares to Crisnic Fund SA at a purchase price equal to 85%
of the volume weighted average price of our common stock on the date this
Registration Statement is declared effective. 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.

WE HAVE BEEN NOTIFIED BY THE NYSE AMEX, LLC THAT OUR STOCK MAY BE DELISTED

     As  expected  by the Company and as required by the rules of the NYSE Amex,
LLC (the "Exchange"), on June 4, 2010 the Exchange notified the Company that the
Exchange  intended  to  file  a  delisting  application  with the Securities and
Exchange  Commission  ("SEC")  to  strike the listing of our securities from the
Exchange  pursuant  to  Section  1009(d)  of  the  NYSE  Amex Company Guide.  As
anticipated,  however,  the  Company  has  filed  an  appeal  of  the  delisting
determination  and  is  seeking  an oral hearing before a Listing Qualifications
Panel  of  the  Exchange  (the  "Panel").  On June 15, 2010 the Company received
notification  from  the  Exchange that the hearing before the panel is scheduled
for  Thursday,  July  22,  2010 at the offices of the Exchange.  The notice also
advised that the staff's delisting action has been stayed pending the outcome of
the  review.

     Pursuant to the stock purchase agreement with Crisnic Fund referenced
throughout this Prospectus, upon effectiveness of the Registration Statement
underlying this prospectus the Company intends to sell 2 million shares of
equity to Crisnic Fund, S.A. In its notification letter, the Exchange advised
the Company that the delisting determination was based upon the Company's
noncompliance with Sections 1003(a)(i) and (ii) of the Company Guide relating to
the low stockholders' equity in light of prior losses from continued operations.
Specifically, the Company is not in compliance with stockholders' equity of not
less than $4,000,000 given the Company's net losses in three of its four most
recent fiscal years. Staff from the Exchange noted in their letter that under
their rules they were not permitted to extend the compliance period further.
While there are no guarantees that the Company will successfully close the
Crisnic Fund S.A. transaction, closing on those funds would be expected to
resolve this stockholders' equity deficiency.

     There can be no assurance that the Panel of the Exchange will grant the
Company's request for continued listing.  If the Panel does not grant the relief
sought by the Company, its securities will be delisted from the Exchange in
which event the Company would expect them be quoted on the OTC or on another
exchange upon application by the Company and approval by any such exchange.













                                       6

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, 2009:

                              2009          2008          2007
                         ------------  ------------  ------------

Net income (loss)        $(3,479,824)  $(5,966,454)  $(8,893,946)
Net cash flows from:
 Operating activities     (3,491,630)   (4,994,411)   (5,437,443)
 Investing activities         (1,490)      792,539      (978,217)
 Financing activities      2,008,096      (133,109)       78,425
Net increase (decrease)
 in cash and cash
 equivalents             $(1,485,024)  $(4,334,981)  $(6,337,235)

     Our  current  recurring  revenue  stream  is  insufficient  for  us  to  be
profitable  with  our  present cost structure.  We incurred an operating loss of
$745,098  for  our most recently reported fiscal quarter which ended January 31,
2010.    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 Crisnic Fund SA which is described in this
Prospectus,  as  well as an agreement we have with Fusion Capital Fund II to put
certain  shares  of  our  common stock, 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  Crisnic  Fund  SA 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.


                                        7

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

     At  April  30,  2010  we had positive total working capital of $493,490, as
compared  to working capital deficit of $76,931 at April 30, 2009.  We had a net
loss  of  $3,479,824  for the fiscal year ended July 31, 2009, and a net loss of
$739,465for  the  three  months  ended April 30, 2010.  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  have authorized the sale and issuance of 2,000,000 shares of our common
stock  (17.37%  of our outstanding on June 1, 2010) to Crisnic Fund SA under the
Purchase  Agreement.  We estimate that the maximum number of shares we will sell
to  Crisnic  Fund  SA under the Purchase Agreement will be such 2,000,000 shares
(which  do not include 75,000 additional shares issuable to Crisnic Fund SA as a
fee).

     The extent we rely on Crisnic Fund SA as a source of funding will depend on
a number of factors including, the prevailing market price of our common stock,
our desire to maintain sufficient stockholder equity to maintain a listing on
the NYSE Amex Equities Market, 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). If obtaining sufficient financing from
Crisnic Fund SA 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 proceeds from the full 2,000,000 shares sold
under the Purchase Agreement with Crisnic Fund SA, 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.

THE  SALE OF OUR COMMON STOCK TO CRISNIC FUND SA MAY CAUSE DILUTION AND THE SALE
OF  THE SHARES OF COMMON STOCK ACQUIRED BY CRISNIC FUND SA COULD CAUSE THE PRICE
OF  OUR  COMMON  STOCK  TO  DECLINE

     In connection with entering into the agreement, we authorized the sale to
Crisnic Fund SA of 2,000,000 shares of our common stock and the issuance of an
additional 75,000 shares of our common stock as a fee. The number of shares
ultimately offered for sale by Crisnic Fund SA under this Prospectus is
dependent upon the number of shares purchased by Crisnic Fund SA under the
Purchase Agreement. The purchase price for the common stock to be sold to
Crisnic Fund SA pursuant to the Purchase Agreement is 85% of the volume weighted
average market price of our common stock at the close of business on the date
this Registration Statement becomes effective. All 2,075,000 shares registered
in this offering are expected to be freely tradable. 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. Crisnic Fund SA
may ultimately purchase all, some or none of the 2,075,000 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
Crisnic Fund SA 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

                                        8

timing and amount of any sales of our shares to Crisnic Fund SA 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
Crisnic  Fund SA 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 EXPIRED AND WE MAY NOT BE ABLE TO REPLACE
THEIR  ROYALTY  REVENUES.

     In 2009, we earned retained royalties from licenses for 12 patented
technologies.  The patents for six of those patented technologies have or will
expire between 2009 and 2011.  Those patented technologies represented
approximately 32% of our retained royalties in 2009.  Retained royalties of
approximately $50,000, or 19%, $15,000, or 6%, and $18,000, or 7%, were from
patents expiring in fiscal, 2009, 2010 and 2011, respectively.  The loss of this
revenue will materially and adversely affect our operating results if we are
unable to replace it with revenue from other licenses or sources.  Since it
often takes two or more years for a technology to produce significant revenue,
we continuously seek new sources of future revenue

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

                                        9

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  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, 2009 which was filed on October 27, 2009 and our most recent Form 10-Q
for  the  quarter  ended  April  30,  2010  which  was  filed  on June 14, 2010.

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

                                        10

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.

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.


                                       11

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.

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.  This
prospectus  incorporates  by  reference  the  documents  listed  below  :

- -    our annual report on Form 10-K for the fiscal year ended July 31, 2009,
     filed on October 27, 2009;

- -    our quarterly report on Form 10-Q for the fiscal quarter ended October 31,
     2009 filed with the SEC on December 15, 2009;

- -    our quarterly report on Form 10-Q for the fiscal quarter ended January 31,
     2010 filed with the SEC on March 16, 2010;

- -    our quarterly report on Form 10-Q for the fiscal quarter ended April 30,
     2010 filed with the SEC on June 14, 2010;

- -    our periodic report on Form 8-K as filed on July 30, 2009;

- -    our periodic report on Form 8-K as filed on August 5, 2009;

- -    our periodic report on Form 8-K as filed on August 6, 2009;

- -    our periodic report on Form 8-K as filed on June 2, 2010;

- -    our periodic report on Form 8-K as filed on June 10, 2010;

- -    our periodic report on Form 8-K as filed on June 16, 2010;

- -    our definitive Proxy Statement on Schedule 14A filed on February 25, 2010.

     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.

     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.

                                       13


                                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 by Crisnic Fund SA of common stock registered
in  this  offering.  However,  upon  closing,  we  will  receive  an  estimated
$3,638,000  in  proceeds  from  the  sale of our common stock to Crisnic Fund SA
under the common stock Purchase Agreement (estimated based on 85% of the closing
price  of our common stock on June 29, 2010).  Any proceeds from Crisnic Fund SA
we  receive  under  the  Purchase Agreement will be used for working capital and
general  corporate  purposes.






































                                       14

                        THE CRISNIC FUND SA TRANSACTION

GENERAL

     On  June  1,  2010, we entered into a Common Stock Purchase Agreement and a
Registration  Rights  Agreement  with  Crisnic Fund SA, a Costa Rican investment
corporation.  Under  the  Purchase  Agreement,  we  have  the  right but not the
obligation  to  sell  to  Crisnic  Fund  SA,  2,000,000  shares  from  us  upon
effectiveness  of  this Registration Statement.  Crisnic Fund SA is obligated to
buy  the  2,000,000  shares  from  us  upon  effectiveness  of  the Registration
Statement  of  which this Prospectus is a part.  Under the terms of the Purchase
Agreement,  upon approval from the NYSE Amex Equities stock market, Crisnic Fund
SA  will also receive a fee consisting of 75,000 shares of our common stock.  As
of  June  1,  2010,  there were 11,517,262 shares outstanding (11,322,900 shares
held  by non-affiliates) excluding the 2,075,000 shares offered pursuant to this
Prospectus which have not yet been issued by us. If all of such 2,075,000 shares
offered  hereby were issued and outstanding as of the date hereof, the 2,075,000
shares would represent approximately 15.3% of the total common stock outstanding
or  approximately  15.5% of the non-affiliates shares outstanding as of the date
hereof.  The  number of shares ultimately offered for sale by Crisnic Fund SA is
dependent  upon  the  number  of  shares  purchased by Crisnic Fund SA 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)  75,000  shares which will be issued upon approval from the NYSE
Amex  Equities  stock  market to Crisnic Fund as a fee, and (2) 2,000,000 shares
which  we  may  sell  to  Crisnic  Fund  SA after this registration statement is
declared  effective  (17.37% of our outstanding shares on June 1, 2010, the date
of  the  Purchase Agreement). All 2,075,000 shares are being offered pursuant to
this  Prospectus.

     We do not have the right to sell shares to Crisnic Fund SA 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 to sell 2,000,000 shares to
Crisnic Fund SA at a purchase price equal to 85% of the volume weighted average
market price on the date this registration statement is effective. We have the
right to control the timing and amount of any sales of our shares to Crisnic
Fund SA. 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.

In  an amendment to the Common Stock Purchase Agreement on June 2, 2010, Crisnic
Fund  agreed  to pay us for the shares sold on that date which is the earlier of
14  days from the effective date of the registration statement for the shares or
24  hours  after  receipt  by  Crisnic Fund of proceeds from sale of the shares.

MINIMUM  SALES  PRICE

     Under  the  Purchase Agreement, we have set a minimum sales price for sales
by  Crisnic  Fund  SA  without  our  consent of our shares of the market ("floor
price")  of  $1.00.  Specifically,  Crisnic  Fund SA shall not have the right to
sell  shares  of  our common stock on any business day that the closing price of
our  common  stock  is  below  $1.00.


                                       15

OUR  TERMINATION  RIGHTS

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

NO  SHORT-SELLING  OR  HEDGING  BY  CRISNIC  FUND  SA

     Crisnic  Fund SA 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  2,075,000 shares registered in this offering are expected to be freely
tradable.  The  sale  by  Crisnic  Fund  SA  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.  Crisnic Fund SA may
ultimately acquire all, some or none of the 2,075,000 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 Crisnic Fund
SA  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 Crisnic Fund SA 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
Crisnic Fund SA of 2,000,000 shares of our common stock (17.37% of our
outstanding shares on June 1, 2010, the date of the Purchase Agreement). We
anticipate that we will sell the 2,000,000 shares to Crisnic Fund SA under the
Purchase Agreement (exclusive of the 75,000 shares issuable to Crisnic Fund SA
as a fee), all of which are included in this offering. We have the right to
terminate the Purchase Agreement without any payment or liability to Crisnic
Fund SA at any time. The number of shares ultimately offered for sale by Crisnic
Fund SA is dependent upon the number of shares purchased by Crisnic Fund SA
under the Purchase Agreement.


                                       16

                            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.

                                               SHARES TO BE SOLD
                                               IN THE OFFERING
                               PERCENTAGE OF  ASSUMING THE        PERCENTAGE OF
                 SHARES        OUTSTANDING    COMPANY ISSUES      OUTSTANDING
                 BENEFICIALLY  SHARES         THE MAXIMUM         SHARES
                 OWNED         BENEFICIALLY   NUMBER OF SHARES    BENEFICIALLY
SELLING          BEFORE        OWNED BEFORE   UNDER THE PURCHASE  OWNED AFTER
STOCKHOLDER      OFFERING      OFFERING (1)   AGREEMENT (1)       OFFERING
- ---------------  ------------  -------------  ------------------  --------------
Crisnic Fund SA     75,000(3)          0.65%           2,000,000           0.65%
- ---------------  ------------  -------------  ------------------  --------------
     ____________

(1)  Applicable percentage of ownership is based on 11,517,262 shares of our
     common stock outstanding as of June 1, 2010 together with securities
     exercisable or convertible into shares of Common Stock within sixty (60)
     days of June 1, 2010 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)  Anthony Salvatore Gentile, the principal investment advisor of Crisnic Fund
     SA, is deemed to be beneficial owner of all of the shares of common stock
     owned by Crisnic Fund SA. Mr. Gentile has shared voting and disposition
     power with Crisnic Fund SA itself over the shares being offered under this
     Prospectus.

(3)  Under the terms of the Purchase Agreement, upon approval from the NYSE Amex
     Equities stock market, Crisnic Fund SA will receive a fee consisting of
     75,000 shares of our common stock. The Company may elect in its sole
     discretion to sell to Crisnic Fund SA an additional 2,000,000 shares under
     the Purchase Agreement. Crisnic Fund SA does not presently beneficially own
     any of those shares as determined in accordance with the rules of the SEC.



                                       17

                              PLAN OF DISTRIBUTION

     The  common  stock  offered  by this prospectus is being offered by Crisnic
Fund  SA, 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.

     Crisnic  Fund  SA  is an "underwriter" within the meaning of the Securities
Act.

     Neither  we  nor  Crisnic  Fund  SA  can  presently  estimate the amount of
compensation  that  any agent will receive.  We know of no existing arrangements
between  Crisnic Fund SA, 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
Crisnic  Fund  SA  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.

                                       18

     Crisnic  Fund SA 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 Crisnic Fund SA 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  Crisnic  Fund  SA.


                                       19

                                 LEGAL MATTERS

     The  validity of the common stock offered by this Prospectus will be passed
upon  for  us  by  Cutler  Law  Group  P.C.,  Houston,  Texas.


                                    EXPERTS

     The  financial  statements of Competitive Technologies, Inc. as of July 31,
2009  have  been incorporated by reference in this Prospectus in reliance on the
report  of  Mayer  Hoffman  McCann  CPAs, the New York Practice of Mayer Hoffman
McCann  P.C.,  independent  registered  public  accounting  firm,  given  on the
authority  of  said  firm  as experts in auditing and accounting.  The financial
statements  of  Competitive  Technologies,  Inc.  as  of July 31, 2008 have been
incorporated  by  reference  in this Prospectus in reliance on the report of MAD
LIQUIDATION  CPA,  P.C.  (formerly known as 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.

                                       20

     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.

                                       21

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

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.

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

                                2,075,000 SHARES

                         COMPETITIVE TECHNOLOGIES, INC.

                                  COMMON STOCK

                                   PROSPECTUS

                                  July 1, 2010

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.

                                       22

                 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      $     95
NYSE Amex Equities Additional listing fees                 41,500
Accounting fees and expenses                               20,000
Legal fees and expenses                                    40,000
Registrar and transfer agent's fees and expenses            1,000
Miscellaneous                                                 405
                                                         --------
Total expenses                                           $103,000
                                                         ========


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 June 1, 2007, CTT has made the following sales of securities that
were not registered under the Securities Act of 1933, as amended (the
"Securities Act"):

     As of June 1, 2010, the Company has agreed to issue to Crisnic Fund SA
75,000 shares of common stock as a fee in consideration of the equity financing
of the sale of 2,000,000 shares which is being provided to the Company by
Crisnic Fund SA. 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 Crisnic Fund SA will be appropriately legended. The Company
ascertained that Crisnic Fund SA 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.

                                      II-2

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.

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.

                                      II-3

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.

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.  Portions of this exhibit relative to wholesale
pricing have been omitted and filed with the Securities and Exchange Commission
separately pursuant to a request for confidential treatment

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.

10.24          Common Stock Purchase Agreement, dated as of June 1, 2010, by and
between the Company and Crisnic Fund SA. filed (on June 2, 2010) as Exhibit 10.1
to registrant's Current Report on 8-K dated June 2, 2010, and hereby
incorporated by reference.

10.24          Amendment No. 1 to Common Stock Purchase Agreement, dated as of
June 2, 2010, by and between the Company and Crisnic Fund SA. filed (on June 2,
2010) as Exhibit 10.2 to registrant's Current Report on 8-K dated June 2, 2010,
and hereby incorporated by reference.

10.25          Registration Rights Agreement, dated as of June 1, 2010, by and
between the Company and Crisnic Fund SA. filed (on June 2, 2010) as Exhibit 10.3
to registrant's Current Report on 8-K dated June 2, 2010, and hereby
incorporated by reference.

21     Subsidiaries of registrant, filed (on June 2, 2010) as Exhibit 21 to the
original Registration Statement on Form S-1 which is amended hereby.

23.1     Consent of Mayer Hoffman McCann CPAs.

23.2     Consent of 25 MAD LIQUIDATION CPA, P.C (formerly known as Mahoney Cohen
&
Company, CPA, P.C)

23.3     Consent of Cutler Law Group (included in opinion filed as Exhibit 5).

                                      II-4

23.4     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.


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-5

     (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.

(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-6

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this amendment no. 1 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Fairfield,
Connecticut on July 1, 2010.

                              COMPETITIVE TECHNOLOGIES, INC.


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

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       July 1, 2010
- ------------------------------  CEO, Interim CFO (Principal
John B. Nano                    Executive, Financial and
                                Accounting Officer)


/s/ John B. Nano                Director                      July 1, 2010
- ------------------------------
Rustin Howard*


/s/ John B. Nano                Director                      July 1, 2010
- ------------------------------
William L. Reali*


/s/ John B. Nano                Director                      July 1, 2010
- ------------------------------
Richard D. Hornidge, Jr.*


/s/ John B. Nano                Director                      July 1, 2010
- ------------------------------
Joel M. Evans, MD*

*pursuant to power of attorney

                                      II-7

EX-5

Exhibit 5

CUTLER LAW GROUP
Attorneys at Law                                        M. Richard Cutler, Esq.*
3355 West Alabama, Suite 1150                           M Gregory Cutler, Esq.**
Houston, Texas 77098
(713) 888-0040 Tel  (800) 836-0714 Fax           *Admitted in California & Texas
www.cutlerlaw.com                                          **Admitted in Florida
================================================================================

                                  July 1, 2010

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 2,075,000
shares of Company common stock issuable in connection with the Common Stock
Purchase Agreement between Competitive Technologies, Inc. and Crisnic Fund SA.
This opinion is issued as to matters of the laws of the State of Delaware and as
to the laws of the United States of America.

     We have examined the Company's Amendment No. 1 to the Registration
Statement on Form S-1 in the form filed with the Securities and Exchange
Commission on July 1, 2010 (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
issued, 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




                                   EXHIBITS-1

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 Amendment No. 1 to the Registration Statement on
Form S-1 of our report dated October 27, 2009, relating to the consolidated
financial statements of Competitive Technologies, Inc. and Subsidiaries
appearing in the Company's 2009 Form 10-K as of and for the year ended July 31,
2009.

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



                    /s/ Mayer Hoffman McCann CPAs
                    (The  New  York  Practice  of  Mayer  Hoffman  McCann  P.C.)




New York, New York
July 1, 2010


























                                   EXHIBITS-2

EX-23.2

EXHIBIT  23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Amendment No. 1 to the 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 2009 Form 10-K as of and for the year ended July 31,
2008.


                              25 MAD LIQUIDATION CPA, P.C
                              (formerly known as Mahoney Cohen &
                              Company, CPA, P.C)



New York, New York
July 1, 2010






























                                   EXHIBITS-3