8-K/A

                                    FORM 8-K

                               AMENDMENT NO. 1 TO
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

              SEPTEMBER 17, 2010 (AMENDMENT) (SEPTEMBER 13, 2010)
                  DATE OF AMENDMENT (DATE OF ORIGINAL REPORT)

                         COMPETITIVE TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                                    --------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                           1-8696          36-2664428
                           ------          ----------
         (COMMISSION FILE NUMBER)     (IRS EMPLOYER IDENTIFICATION NO.)


                777 COMMERCE DRIVE, FAIRFIELD, CONNECTICUT 06825
                ------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                                 (203) 368-6044
                                 --------------
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:

                                      N/A
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

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

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

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

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

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 5.02.   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

ON SEPTEMBER 13, 2010 COMPETITIVE TECHNOLOGIES FILED FORM 8-K STATING THE
FOLLOWING:

     On  September  3, 2010, the Board of Directors of Competitive Technologies,
Inc. removed John B. Nano as an Officer of the Corporation in all capacities for
cause,  consisting  of  violation of his fiduciary duties to the Corporation and
violation  of the Competitive Technologies, Inc. Corporate Code of Conduct.  Mr.
Nano  was  previously  Chairman  of  the Board of Directors, President and Chief
Executive  Officer  of  Competitive  Technologies,  Inc.

     On  September 13, 2010, the Board of Directors of Competitive Technologies,
Inc. removed John B. Nano as a Director of the Corporation in all capacities for
cause,  consisting  of  violation of his fiduciary duties to the Corporation and
violation  of  the  Competitive  Technologies,  Inc.  Corporate Code of Conduct,
consisting  of  violations  of  his  duty  of  undivided  loyalty,  conflicts of
interest,  improper  utilization  of  company  assets  for  personal  benefit,
inaccurate  and  incomplete  communications  with the Board of Directors and the
public,  withholding  information from the Board of Directors and other matters.
Mr.  Nano  did  not  serve  on  any  committees  of  the  Board  of  Directors.

     On  September  3,  2010 the Board of Directors of Competitive Technologies,
Inc.  elected  Johnnie  Johnson  as  Chief Executive Officer and Chief Financial
Officer of the Corporation and William Reali, a current director, as Chairman of
the  Board  of  Directors  of  the  Company.

     Information  with  respect  to  Mr.  Johnson  is  stated  in  detail in the
previous  Form  8-K  filed  September  13,  2010

     William  Reali's  biographical  background is as set forth in the Company's
most  recently  filed  proxy  statement.

     Mr. Johnson and Mr. Reali have been provided with a copy of the disclosures
contained in this Report on Form 8-K, have been given an opportunity to review
and agree to such disclosures.  Mr. Johnson and Mr. Reali have advised the
registrant that they agree with such disclosures.

     Mr.  Nano was also provided with a copy of the disclosures contained in the
original  filing  of  this  Report  on Form 8-K, and was given an opportunity to
review and agree to such disclosures. In response, Mr. Nano provided a statement
with  respect  to the original filing on Form 8-K which is attached hereto as an
exhibit.  which  Competitive Technologies is required to file with United States
Securities  and  Exchange  Commission

RESPONSE TO STATEMENT:

     In response to Mr. Nano's statement, the Company and its Board of Directors
respond  as  follows:

     Mr.  Nano's  statement  with  respect  to his termination is materially and
substantially  inaccurate  in numerous respects. Because Mr. Nano has challenged
the  termination  for  cause  of his employment by the Board of Directors of the
Company,  the  Company  is  required  to articulate publicly the reasons for the
termination  of  his  employment.

     To  provide  context  to  these  discussions, shareholders are advised that
during  the  course  of  the  past two years, Mr. Nano had taken several actions
which  were noted by the Board as being conflicts of interest, actions taken for
personal  gain  and  potentially in violation of Mr. Nano's fiduciary duties and
potentially  breaches  of  the  Competitive Technologies, Inc. Corporate Code of
Conduct.  Mr.  Nano  received  communications  from  the  Board reflecting these
concerns  with  strong admonitions to resolve the issues and no longer undertake
similar  actions.

     Furthermore,  the  Board  had  become  aware  from  sources working for the
Company  that  Mr.  Nano's  method  of  leadership  was negatively impacting the
Company, some employees and overall Company objectives. The Directors determined
that  it  was  time to review Mr. Nano's employment, relationship and employment
contract  with the Company. Realizing that Mr. Nano's Contract 180 day automatic
renewal  clause  was  about  to  kick  in,  Mr  Nano


was advised on August 5, 2010 (the date required by the automatic renewal clause
of his contract) that the Board would not be allowing the automatic renewal of
the contract, which gave the Board sufficient time to discuss the matter of Mr.
Nano's agreement in the upcoming Board meeting which was scheduled after the
notification date

     During  June,  July  and August 2010, the Company was vigorously seeking to
complete  a  financing  transaction  which  if  successful  would  have obtained
sufficient  shareholder  equity  to  avoid  a  delisting action by the NYSE Amex
Equities market. In a Board Meeting on August 26, 2010, in discussions which did
not  include Mr. Nano, the Board determined that there was substantial cause for
termination but at that time it would be in the best interest of the Company and
its shareholders that an agreement be implemented that kept him on the board and
as  Chairman,  but  did  not  give any authority over operational decisions. The
Board  believed  that  some  arrangement  with  Mr.  Nano  would  be better than
potential  ongoing  litigation,  particularly  given  the proposed financing and
upcoming  potential  for delisting. An immediate termination of Mr. Nano had the
potential  to  disrupt  the  market,  jeopardize  the  financing, and hasten the
delisting  process.

     During  that  Board  meeting Mr. Nano and the Board reached a very specific
oral  understanding  of  what  employment terms as Chairman but not CEO would be
acceptable  to  the  Board,  and  Mr.  Nano  agreed  with  those  terms. Shortly
thereafter,  counsel  for  the  Company  presented  Mr.  Nano's  counsel with an
agreement  which  specifically  set forth the agreed upon terms. Counsel for the
Company  had  a  very  specific  discussion with Mr. Nano's counsel in which the
Company's counsel advised that there was no room for additional demands and that
the  proposal  already  contained  more  compensation  than the Board desired to
provide  to Mr. Nano. Nevertheless, Mr. Nano's counsel responded with a "counter
proposal"  with  terms  that  were  materially  different and substantially more
excessive  than  what was agreed to by the Board and Mr. Nano. As a consequence,
the  Board  determined  it  was  in  the  best interests of shareholders and the
Company to proceed with termination and summarily rejected the counter proposal.

     Mr.  Nano  alleges in his Statement attached hereto that he advised members
of the Board of Directors during the Summer that he was concerned about apparent
unauthorized  dissemination  of  confidential  insider  information  by  certain
Directors  "in  the  midst of a critical fund raising effort." In fact, Mr. Nano
advised  both the Board and the NYSE Amex Equities at the delisting hearing that
the  Company's  stock  had  declined  in  price  and  the  fund raising impaired
principally  because of short sales, institutional sales and other investors who
were  selling  based on the notice of delisting. During the summer the Board was
not  provided  any  support  or  evidence  to  unauthorized  dissemination  of
confidential  information.  Thus  the Board could not pursue an investigation of
any  alleged claims of insider trading unless documentation could be provided or
source  of  such  claims. Mr. Nano never came forward with any documentation nor
did  he  pursue  the  matter  further.

     In  its  private  session the Board discussed representations from at least
one Director that if Mr. Nano were terminated and from the Company's counsel and
from a key outside contractor that Mr. Nano had advised that if the compensation
in his existing contract were not paid in full he would take actions to "destroy
the  Company".  We  believe  this  is  a  breach  of  fiduciary  duty.

     In  addition to matters which were previously known to the Board, and which
were  a  component  of his initial removal, subsequent to Mr. Nano's removal the
Board  has  discovered  additional  matters with respect to cause for Mr. Nano's
termination.

     The  Company's  causes  for  terminating  Mr.  Nano's  employment  can  be
categorized  broadly  into two categories.   First, Mr. Nano took actions in his
own  personal  interest  and  in  the  interest of family members that have been
detrimental  to  the  Company.  Second,  Mr.  Nano  has  not  fulfilled  his
responsibilities  to  the  Company  as  required  by the Code of Conduct and the
standards  for  the  President  and Chief Executive Officer of a publicly traded
company.  Some  but  not  all  of  these  matters  are  set  forth  below.

     At  the  time  of  the  termination of Mr. Nano's employment for cause, the
Board  was  aware  of some circumstances relating to a contract Mr. Nano made on
behalf  of  the  Company with his son who does not have the same last name.  Mr.
Nano  had the Company enter into a contract with his son as a consultant without
disclosure  to  the  Board.  In addition, Mr. Nano never disclosed the following
facts  to  the  Board  of  Directors.  Mr.  Nano  had  the Company pay his son's
relocation  costs  from  Pennsylvania  to  Connecticut  even  though  consultant
relocation  is  not


reimbursed  under  Company  policy  and  reimbursement was not authorized by the
Board.  Mr.  Nano approved his son's consultant invoices and had the Company pay
state  sales  taxes  on  his son's invoices for services.  When Mr. Nano finally
allowed  the  Company's contract with his son to lapse two years later, Mr. Nano
(i)  had  the Company pay his son contractor payments as "severance" for a month
in  which the son did not work; and (ii) urged his son to apply for unemployment
compensation even though his son had received IRS Form 1099 from the Company and
had  the  Company  refrain  from  resisting  his son's unemployment compensation
claim.  As  a  result,  the  State  of  Connecticut  billed the Company both for
unemployment  compensation insurance premiums on the payments to Mr. Nano's son,
and for employer state unemployment payroll taxes, interest and penalties on the
income  paid  by  the Company to Mr. Nano's son.  Because Mr. Nano had urged his
son  to  apply  for  unemployment  compensation, Mr. Nano directed the Company's
payment  without  protest  of  the  unemployment premiums and withholding taxes,
penalties  and  interest  on  payments  to  Mr.  Nano's  son.

     The  Board  also  became  aware  of  Mr.  Nano's  impropriety  on  another
unemployment  compensation  matter  as  cause for his termination.  On March 25,
2010,  a  female  employee  resigned from the Company.  The employee applied for
unemployment compensation on the grounds of a hostile workplace environment.  On
behalf  of  the  Company,  Mr.  Nano  sent  a  letter  to  the State incorrectly
indicating  that  the employee had been laid off for lack of work.  Although the
employee had resigned, Mr. Nano then entered into a severance agreement with the
employee  to  pay  her  three month's salary as severance.  Like Mr. Nano's son,
this  former  employee  collected  unemployment  compensation  that the State of
Connecticut has billed to the Company's account.  Mr. Nano subsequently approved
rehiring  this  former  employee  as  an  independent  contractor.

     The  Board terminated Mr. Nano's employment for numerous other instances of
dealings  for the Company with parties related to Mr. Nano without disclosure to
the  Board.  These  dealings include Mr. Nano's award of a distribution contract
for  the  Company  to a group that included Mr. Nano's nephew, who likewise does
not have the same last name as Mr. Nano, without disclosing that relationship to
the  Board.  The  group  did  not perform and the contract had to be terminated.
Mr.  Nano  contracted numerous relatives and friends to be sales representatives
for  the  Company without disclosing these relationships to the Board.  Mr. Nano
allowed a friend to occupy one of the Company's offices without payment of rent.

     In  addition  to self-dealing favoring family and friends at the expense of
CTT,  Mr.  Nano also failed both to discharge properly his duties to the Company
and to make full disclosure to the Board of Directors.  As only one example, Mr.
Nano  made  a  loan  of  approximately  $50,000 of the Company's funds by making
payments  on  behalf  of  a shareholder without disclosure to or approval by the
Board.

     The  above statements of the Company's cause for the Board's termination of
Mr.  Nano's  employment  are  not  intended to be exhaustive.  However, they are
indicative  that  the  Board  terminated  Mr.  Nano  for cause because the Board
determined  that  Mr.  Nano's  actions violate the following requirements of the
Company's  Code  of  Conduct:

          (1)  "Without prior approval by both a majority of the Company's Board
     of  Directors  and  a majority of the Company's disinterested directors who
     are not employees of the Company, no sale or purchase of property, supplies
     or services shall be made by the Company to or from any director or officer
     of the Company, members of a director's or officer's family, or entities in
     which any of these persons is a director, officer or owner of 5% or more of
     that  entity's  equity  interests."

          (2)  "Company  assets  are  meant  for  Company and not personal use."

          (3)  "However, you owe a duty of undivided loyalty to the Company, and
     therefore  your personal activities and relationships must not conflict, or
     appear  to  conflict,  with  the  interests  of  the  Company."

          (4)  "The  Company's communications with the public must be accurate."

     Further,  the  Board  determined  that  Mr.  Nano's  conduct  violated  the
following  requirements  of  the  Company's  Corporate  Governance  Principles:


"[T]he  Board  takes an engaged and focused approach to its responsibilities and
duties,  and  sets  standards to better ensure that we are committed to business
success and enhancement of stockholder value by maintaining the highest standard
of  responsibility  and  ethics."

As  a  consequence of the foregoing and due to Mr. Nano's unwillingness to reach
an amicable transition, the Board of Directors of Competitive Technologies, Inc.
terminated  Mr.  Nano  for cause, removed him as Chief Executive Officer and any
other  officer  positions he held, and removed him as a Director of the Company.

ITEM  9.01.  EXHIBITS

99.1     Letter  from  John  B.  Nano

                                   SIGNATURES

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


                         COMPETITIVE TECHNOLOGIES, INC.
                                  (Registrant)

Dated: September 17, 2010                    By: /s/Johnnie D. Johnson
                                             -------------------------
                                             Johnnie D. Johnson
                                             Chief Executive Officer

EX-99.1

Exhibit 99.1

                                  John B. Nano

                                                               September 15,2010

BY OVERNIGHT COURIER

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

To the Shareholders:

     I  do NOT agree with the Company's statement in the Form 8-K which it filed
on  September  13,2010.

     I  have  NOT  violated  my  fiduciary duties to the Corporation. I have NOT
violated  the  Competitive  Technologies, Inc. Corporate Code of Conduct. I have
NOT  violated any duty of undivided loyalty. I am NOT guilty of any conflicts of
interest.  I have NOT improperly utilized company assets for personal benefit. I
have  NOT  imparted  inaccurate  or  incomplete  communications  to the Board of
Directors  or  the public, and I have NOT withheld information from the Board of
Directors.  To the extent that I am alleged to be "guilty" of "other matters," I
have  no  idea  to  what  that  statement  refers,  but  I  have  NOT engaged in
misconduct.

     To  clarify,  and  in fairness to the Shareholders and others reading these
statements,  some  background  is  in  order  so  that  my disagreement with the
Company's  statement  can  be  understood  in  context:

     As  the  Board  members know, during the Summer, I made it known to various
members  that  I  was concerned about the apparent unauthorized dissemination of
confidential  "insider" information outside the Company. As I related to several
Board  members,  this  was  of particular concern because the Company was in the
midst  of  a  critical  fund-raising  effort  and  I  believed  the unauthorized
disclosures  could  have  a  profoundly  detrimental  effect  on  that effort. I
strongly  urged the Board to conduct an investigation to address these concerns.
The  Board  chose  not  to  pursue  such  an  investigation.

     Shortly thereafter, on August 5, 2010,1 received an email from the Chairman
of  the  Compensation  Committee  advising  me  that I should expect a facsimile
notice  that  the  Company  had  chosen not to renew my Employment Agreement and
allow  it  to  expire on its last day -February 1, 2011. Notably, no "cause" was
mentioned  in  either  the  email  or  the  notice.

     Indeed,  rather  than  even  suggesting  that the decision not to renew the
Employment Agreement was based on anything adverse to the Company, the email and
the  notice contemplated (as had prior verbal discussions between me and various
members  of  the  Board) my continuation as the Company's Chairman of the Board,
albeit  transitioning  the  roles  of


Competitive Technologies, Inc.       -2-
September  15,  2010

President  and  Chief  Executive  Officer  to  others.  This  was  an  idea that
originated  with  the  Board,  not  with me, although I have always stood ready,
willing  and  able  to  continue  to  serve.

     Further  to  this  idea, on August 30, 2010, the Company's attorney sent my
attorney  a  proposed  substitute  Employment  Agreement,  to cover my continued
employment  as  Chairman.  Still,  there  was  no mention of anything resembling
"cause,"  or  any  other  form  of  negative  performance  or  conduct.

     At  my  instruction,  on  September  2,  2010,  my  attorney  submitted  a
counter-proposal to the Company's attorney, which, he was advised, was summarily
rejected  by  the  Board.

     It was only then, on September 3, 2010, after the effort to negotiate a new
Employment  Agreement  was  abandoned  by  the  Board, that members of the Board
attempted  to  convene  a  meeting  for  the  purported  purpose of amending the
Company's  By-Laws and terminating me for alleged "cause." The actions attempted
at  the  meeting  were in violation of the Company's By-Laws and in breach of my
Employment  Agreement. Notably, there was STILL no basis for the alleged "cause"
for  my  removal  and  termination  described.

     Apparently recognizing that its attempted actions on September 3, 2010 were
a  nullity,  these Board members tried again on September 13, 2010. As you know,
on  that  day, they took the action described in the Form 8-K statement that was
filed  that  day.

     The  first  time  I  heard  that  anyone  accused  me  of not fulfilling my
fiduciary  responsibility  to  the  Company  or  its Shareholders, violating the
Company's  Code  of  Corporate Conduct or that I was guilty of any other alleged
misconduct, was when I heard it during the telephonic Board meeting on September
13,  2010.

     Until  then, as noted above, the Company and I were engaged in negotiations
concerning  my  continuation  as  Chairman.  These  "11lh  hour"  allegations of
misconduct  ring  hollow, lack credibility, and are inconsistent with the facts.

                              Sincerely,

                              /s/ John B. Nano

c:  M. Richard Cutler [by email: rcutler@cutlerlaw.com]
                                 ----------------------