Exhibit 4.2

                            BY-LAWS

                               OF

                 COMPETITIVE TECHNOLOGIES, INC.

                  As Amended January 24, 2003


                           ARTICLE I

                    MEETING OF SHAREHOLDERS

     SECTION 1.01.  Annual Meetings.  The annual meeting of
shareholders for the election of Directors and for the
transaction of such other proper business, notice of which is
given in the notice of the meeting, shall be held on such date
and at such time and place, within or without the State of
Delaware, as shall be designated by the Board of Directors and
set forth in the notice of such meeting.

     SECTION 1.02.  Special Meetings.  Special meetings of the
shareholders may be called at any time by the Chairman of the
Board of Directors or by the President of the Corporation or by
the Board of Directors.  Special meetings shall be held at such
place within or without the State of Delaware and at such hour as
may be designated in the notice of such meeting and the business
transacted shall be confined to the object stated in the notice
of the meeting.

     SECTION 1.03.  Notice of Shareholders' Meetings.  The notice
of all meetings of shareholders shall be in writing and shall
state the place, date and hour of the meeting.  The notice of an
annual meeting shall state that the meeting is called for the
election of the Directors to be elected at such meeting and for
the transaction of such other business as is stated in the notice
of the meeting.  The notice of a special meeting shall state the
purpose or purposes for which the meeting is called and shall
also indicate that it is being issued by or at the direction of
the person or persons calling the meeting.

     A copy of the notice of each meeting of shareholders shall
be given, personally or by mail, not less than ten days nor more
than fifty days before the date of the meeting, to each
shareholder entitled to vote at such meeting at his record
address or at such other address as he may have furnished by
request in writing to the Secretary of the Corporation.  If a
meeting is adjourned to another time or place, and, if any
announcement of the adjourned time or place is made at the
meeting, it shall not be necessary to give notice of the
adjourned meeting unless the adjournment is for more than thirty
days or the Directors, after adjournment, fix a new record date
for the adjourned meeting.

     Notice of a meeting need not be given to any shareholder who
submits a signed waiver of notice, in person or by proxy, whether
before or after the meeting.  The attendance of a shareholder at
a meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting
shall constitute a waiver of notice of the meeting.

     SECTION 1.04.  Quorum at Shareholders' Meetings:  Vote
Required.  At any meeting of the shareholders the holders of a
majority of the outstanding shares entitled to vote thereat shall
constitute a quorum.  If there shall be less than a quorum at any
meeting of the shareholders a majority of those present in person
or by proxy may adjourn the meeting.

     Directors shall be elected by a plurality of the votes cast
at a meeting of shareholders by the holders of shares entitled to
vote in the election.  Whenever any corporate action, other than
the election of Directors, is to be taken by vote of the
shareholders, it shall, except as otherwise required by the
General Corporation Law, be authorized by a majority of the votes
cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.

     SECTION 1.05.  Inspectors at Shareholders' Meetings.  The
Board of Directors, in advance of any shareholders meeting, may
appoint one or more inspectors to act at the meeting or any
adjournment thereof.  If inspectors are not so appointed, the
person presiding at the shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat shall,
appoint one or more inspectors.  In case any person appointed
fails to appear or act, the vacancy may be filled by appointment
made by the Board of Directors in advance of the meeting or at
the meeting by the person presiding thereat.  Each inspector,
before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best
of his ability.

     The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all
shareholders.  On request of the person presiding at the meeting
or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by
them.  Any report or certificate made by them shall be prima
facie evidence of the facts stated and of the vote as certified
by them.


                           ARTICLE II

                           DIRECTORS

     SECTION 2.01.  Qualifications and Number; Vacancies.  A
Director need not be a shareholder, a citizen of the United
States, or a resident of the State of Delaware.  The number of
Directors constituting the entire Board is hereby fixed at six
(6) Directors of which group one (1) Director shall be an
internal Director.  The number of Directors may be changed by
resolution of the Board of Directors adopted by the same vote
that is necessary under Article VII hereof to amend these by-
laws.

     The Directors shall be chosen from among the six (6)
nominees receiving the greatest plurality of votes from
shareholders at the annual meeting of shareholders.

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

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

     SECTION 2.02.  Term.  Each director shall hold office until
the next annual meeting of shareholders and until his successor
has been elected and qualified.

     SECTION 2.03.  Place and Time of Meetings of the Board.
Regular and special meetings of the Board shall be held at such
places (within or without the State of Delaware) and at such
times as may be fixed by the Board or upon call of the President
of the Corporation or of the executive committee or of any two
Directors, provided that the Board of Directors shall hold at
least four meetings a year.

     SECTION 2.04.  Quorum and Manner of Acting.  A majority of
the entire Board of Directors shall constitute a quorum for the
transaction of business, but if there shall be less than a quorum
at any meeting of the Board, a majority of those present (or if
only one be present, then that one) may adjourn the meeting from
time to time and the meeting may be held as adjourned without
further notice.  At all meetings of Directors, a quorum being
present, all matters shall be decided by the vote of a majority
of the Directors present at the time of the vote.

     SECTION 2.05.  Remuneration of Directors.  In addition to
reimbursement for his reasonable expenses incurred in attending
meetings or otherwise in connection with his attention to the
affairs of the Corporation, each Director as such, and as a
member of any committee of the Board, shall be entitled to
receive such remuneration as may be fixed from time to time by
the Board.

     SECTION 2.06.  Notice of Meetings of the Board.  Regular
meetings of the Board may be held without notice if the time and
place of such meetings are fixed by the Board.  All regular
meetings of the Board, the time and place of which have not been
fixed by the Board, and all special meetings of the Board shall
be held upon twenty-four hours' notice to the Directors given by
letter or telegraph.  No notice need specify the purpose of the
meeting.  Any requirement of notice shall be effectively waived
by any Director who signs a waiver of notice before or after the
meeting or who attends the meeting without protesting (prior
thereto or at its commencement) the lack of notice to him.

     SECTION 2.07.  Executive Committee and Other Committees.
The Board of Directors, by resolution adopted by a majority of
the entire Board, may designate from among its members an
Executive Committee and other committees to serve at the pleasure
of the Board.  Each committee shall consist of three or more
Directors.  During the intervals between the meetings of the
Board, the Executive Committee shall have all of the authority of
the Board of Directors.  Each other committee shall be empowered
to perform such functions as may, by resolution, be delegated to
it by the Board.

     The Board of Directors may designate one or more Directors
as alternate members of any such committee, who may replace any
absent member or members at any meetings of such committee.
Vacancies in any committee, whether caused by resignation or by
increase in the number of members constituting said committee,
shall be filled by a majority of the entire Board of Directors.
The Executive Committee may fix its own quorum.  In the absence
or disqualification of any member of any such committee, the
member or members thereof present at any meeting and not
disqualified from voting whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or
disqualified member.

     SECTION 2.08.  Action Without Meeting.  Any action required
or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting, if prior to such action a written consent thereto is
signed by all members of the board, or of such committee as the
case may be, and such written consent is filed with the minutes
of proceedings of the board or committee.


                          ARTICLE III

                            OFFICERS

     SECTION 3.01.  Officers.  The Board of Directors, at its
first meeting held after the annual meeting of shareholders in
each year shall elect a Chairman of the Board, Chairman of the
Executive Committee, a President, one or more Vice Presidents, a
Secretary and a Treasurer and may, in its discretion, also
appoint from time to time such other officers or agents as it may
deem proper.  The Chairman of the Board, Chairman of the
Executive Committee and the President shall be elected from among
the members of the Board of Directors.

     Any two or more offices may be held by the same person.

     Unless otherwise provided in the resolution of election or
appointment or in the employment agreement with an officer, each
officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and
until his successor has been elected and qualified; provided,
however, that the Board of Directors may, unless otherwise
provided in such resolution or agreement, remove any officer for
cause or without cause at any time.

     SECTION 3.02.  Chairman of the Board.  The Chairman shall,
if present, preside at all meetings of the shareholders and Board
of Directors.  The Chairman shall do and perform all other acts
and duties which may be assigned to him from time to time by the
Board of Directors.

     SECTION 3.03.  Chairman of Executive Committee.  The
Chairman of the Executive Committee shall, if present, preside at
all meetings of the Executive Committee and shall do and perform
all other acts and duties which may be assigned to him from time
to time by the Board of Directors.

     SECTION 3.04.  President.  In the absence of the Chairman of
the Board or his inability to act, the President shall preside at
all meetings of the shareholders and of the Board of Directors.
The President shall do and perform all other acts and duties
which may be assigned to him from time to time by the Board of
Directors or the Chairman of the Board.

     SECTION 3.04A. Vice Presidents.  The Vice Presidents shall
do and perform such acts and duties as may be assigned to them
from time to time by the Board of Directors, the Chairman of the
Board or the President.

     SECTION 3.04B. Designations of CEO and COO.  The Board of
Directors shall from time to time designate the persons, whether
by name or title, who shall be the Chief Executive Officer
("CEO") and Chief Operating Officer ("COO") of the Corporation.
The CEO shall have general supervision of the affairs of the
Corporation subject to the control of the Board of Directors.
Both the CEO and the COO shall have the power on behalf of the
Corporation to execute and deliver all contracts, instruments,
conveyances or documents and to affix the corporate seal
thereto."

     SECTION 3.05.  Secretary.  The Secretary shall keep minutes
of the proceedings and the resolutions adopted at all meetings of
the shareholders and the Board of Directors, and shall give due
notice of the meetings of the shareholders and the Board of
Directors.  He shall have charge of the seal and all books and
papers of the Corporation, and shall perform all duties incident
to his office.  In case of the absence or disability of the
Secretary, his duties and powers may be exercised by such person
as may be appointed by the Board of Directors or the Executive
Committee.

     SECTION 3.06.  Treasurer.  The Treasurer shall receive all
the monies belonging to the Corporation, and shall forthwith
deposit the same to the credit of the Corporation in such
financial institution as may be selected by the Board of
Directors or the Executive Committee.  He shall keep books of
account and vouchers for all monies disbursed.  He shall also
perform such other duties as may be prescribed by the Board of
Directors or Executive Committee or the President and in case of
the absence or disability of the Treasurer, his duties and powers
may be exercised by such person as may be appointed by the Board
of Directors or Executive Committee.


                           ARTICLE IV

                        INDEMNIFICATION

     SECTION 4.01.  Indemnification.  (a)  The Corporation shall
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 the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation 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 him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

     (b)  The Corporation shall 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 the right of the
Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation 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 him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation 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 his
duty to the Corporation 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.

     (c)  To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     (d)  Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b).  Such
determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders.

     (e)  Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the manner
provided in subsection (d) upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in
this Article IV.

     (f)  The indemnification provided by this Article IV shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (g)  The Board of Directors may authorize, by a vote of a
majority of the full Board, the Corporation to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this Article IV.


                           ARTICLE V

                         CAPITAL STOCK

     SECTION 5.01.  Share Certificates.  Each certificate
representing shares of the Corporation shall be in such form as
may be approved by the Board of Directors and, when issued, shall
contain upon the face or back thereof the statements prescribed
by the General Corporation Law and by any other applicable
provision of law. Each such certificate shall be signed by the
Chairman or President or a Vice President and by the Secretary or
Treasurer or an Assistant Secretary or Assistant Treasurer.  The
signatures of said officers upon a certificate may be facsimile
if the certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation itself or
its employee.  In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.

     SECTION 5.02.  Lost, Destroyed or Stolen Certificates.  No
certificate representing shares shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen,
except on production of evidence of such loss, destruction or
theft and on delivery to the Corporation, if the Board of
Directors shall so require, of a bond of indemnity in such
amount, upon such terms and secured by such surety as the Board
of Directors may in its discretion require.

     SECTION 5.03.  Transfer of Shares.  The shares of stock of
the Corporation shall be transferable or assignable on the books
of the Corporation only by the person to whom they have been
issued or his legal representative, in person or by attorney, and
only upon surrender of the certificate or certificates
representing such shares properly assigned.  The person in whose
name shares of stock shall stand on the record of shareholders of
the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.

     SECTION 5.04.  Record Dates.  For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other action, the Board may fix, in advance, a
date as the record date for any such determination of
shareholders.  Such date shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than
sixty days prior to any other action.


                           ARTICLE VI

                         MISCELLANEOUS

     SECTION 6.01.  Signing of Instruments.  All checks, drafts,
notes, acceptances, bills of exchange, and orders for the payment
of money shall be signed in such manner and by such person or
persons as may be authorized from time to time by the Board of
Directors or the Executive Committee or by the by-laws.

     SECTION 6.02.  Corporate Seal.  The seal of the Corporation
shall be in such form and shall have such content as the Board of
Directors shall from time to time determine.


                          ARTICLE VII

                     AMENDMENTS OF BY-LAWS

     SECTION 7.01.  Amendments.  These by-laws may be altered,
amended or repealed at any meeting, by vote of a majority of the
Board of Directors, provided that notices of the proposed
amendments shall have been sent by mail to all the Directors not
less than three days before the meeting at which they are to be
acted upon, or at any regular meeting of the Directors, by the
unanimous vote of all the Directors present.