UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended October 31, 2008
                 -----------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from             to

                         Commission file number 1-8696
                                                ------

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

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

      Registrant's telephone number, including area code:  (203) 368-6044

Delaware                                     36-2664428
--------                                     ----------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

777 Commerce Drive, Suite 100
Fairfield, Connecticut                       06825
----------------------                       -----
(Address of principal executive offices)     (Zip Code)

                                 (203) 368-6044
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                      N/A
--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]          No [ ]

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
definition of "accelerated filer, large accelerated filer and smaller reporting
company" as defined in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]     Accelerated filer [ ]
Non-accelerated filer [ ]     Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act).
Yes [ ]          No [X]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.     Yes [   ]          No [   ]

The number of shares of the registrant's common stock outstanding as of December
12, 2008 was 8,452,637 shares.


<PAGE>
                         COMPETITIVE TECHNOLOGIES, INC.
                         ------------------------------

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q

PART I. FINANCIAL INFORMATION                                           PAGE NO.
-----------------------------                                           --------

Item 1.  Condensed Consolidated Interim Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets at October 31, 2008
              (unaudited) and July 31, 2008....................................3

         Condensed Consolidated Statements of Operations for the
              three months ended October 31, 2008 and 2007 (unaudited).........4

         Condensed Consolidated Statement of Changes in Shareholders'
              Interest for the three months ended October 31, 2008
              (unaudited)......................................................5

         Condensed Consolidated Statement of Cash Flows for the
              three months ended October 31, 2008 and 2007 (unaudited).........6

         Notes to Condensed Consolidated Interim Financial Statements
              (unaudited).................................................7 - 14

Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations..................................14 - 19

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........19

Item 4.  Controls and Procedures..............................................19


PART II. OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings....................................................20

Item 1A. Risk factors.........................................................20

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........20

Item 3.  Defaults Upon Senior Securities......................................21

Item 4.  Submission of Matters to a Vote of Security Holders..................21

Item 5.  Other................................................................21

Item 6.  Exhibits.............................................................21

Signatures....................................................................22

Exhibit Index.................................................................23

                                     Page 2
<PAGE>
                         PART I.  FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                     Condensed Consolidated Balance Sheets


                                             OCTOBER 31, 2008    July 31, 2008
                                             ------------------  ---------------
                                                    (UNAUDITED)
ASSETS
Current Assets:
  Cash and cash equivalents                  $       1,145,459   $    2,237,095
  Receivables, net of allowance of $101,154
    at October 31, 2008 and July 31, 2008              251,674          120,077
  Prepaid expenses and other current assets            247,634          317,756
                                             ------------------  ---------------
    Total current assets                             1,644,767        2,674,928

Property and equipment, net                            248,135          262,863
Other long term assets                                  39,833           40,083
Deferred financing costs, net                          256,932          133,109
                                             ------------------  ---------------

TOTAL ASSETS                                 $       2,189,667   $    3,110,983
                                             ==================  ===============

LIABILITIES AND SHAREHOLDERS' INTEREST
Current Liabilities:
  Accounts payable                           $         440,005   $      679,644
  Accrued expenses and other liabilities               773,560          759,081
                                             ------------------  ---------------
    Total current liabilities                        1,213,565        1,438,725
Deferred Rent                                           80,338           78,822
Shareholders' interest:
  5% preferred stock, $25 par value, 35,920
    shares authorized, 2,427 shares issued
    and outstanding                                     60,675           60,675
  Common stock, $.01 par value, 20,000,000
    shares authorized, 8,321,907 and
    8,179,872 shares issued and
    outstanding, respectively                           83,219           81,798
  Capital in excess of par value                    36,001,768       35,732,761
  Accumulated deficit                              (35,249,898)     (34,281,798)
                                             ------------------  ---------------
    Total shareholders' interest                       895,764        1,593,436
                                             ------------------  ---------------

TOTAL LIABILITIES AND
  SHAREHOLDERS' INTEREST                     $       2,189,667   $    3,110,983
                                             ==================  ===============


                             See accompanying notes

                                     Page 3
<PAGE>

                   PART I.  FINANCIAL INFORMATION (CONTINUED)
                   ------------------------------------------

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
                                  (Unaudited)

                                               Three months ended October 31,
                                                     2008                 2007
                                            --------------  -------------------
REVENUE
Retained royalties                          $      26,620   $          123,799
Investment income                                   5,356               80,014
Other income                                       71,825                6,796
                                            --------------  -------------------
                                                  103,801              210,609
                                            --------------  -------------------
EXPENSES
Personnel and other direct expenses
  relating to revenue                             678,645            1,110,924
General and administrative expenses               791,171            1,276,960
Patent enforcement expenses, net of
  reimbursements                                    2,085              154,773
Loss on permanent impairment of
  available-for-sale securities                         -              227,596
Insurance recovery                               (400,000)                   -
                                            --------------  -------------------
                                                1,071,901            2,770,253
                                            --------------  -------------------

(Loss) before income taxes                       (968,100)          (2,559,644)
Provision (benefit) for income taxes                    -                    -
                                            --------------  -------------------

NET (LOSS)                                  $    (968,100)  $       (2,559,644)
                                            ==============  ===================

Basic and diluted (loss) per share          $       (0.12)  $            (0.32)
                                            ==============  ===================


Basic and diluted weighted average number
 of common shares outstanding:                  8,212,461            8,107,380


                             See accompanying notes

                                     Page 4
<PAGE>
                   PART I.  FINANCIAL INFORMATION (CONTINUED)

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
     Condensed Consolidated Statement of Changes in Shareholders' Interest
                  For the Three Months Ended October 31, 2008
                                  (Unaudited)
<TABLE>
<CAPTION>


<S>                             <C>          <C>        <C>          <C>       <C>             <C>            <C>

                                PREFERRED STOCK         COMMON STOCK
                                ----------------------  ---------------------
                                                                               CAPITAL                        TOTAL
                                SHARES                  SHARES                 IN EXCESS       ACCUMULATED    SHAREHOLDERS'
                                OUTSTANDING  AMOUNT     OUTSTANDING  AMOUNT    OF PAR VALUE    DEFICIT        INTEREST
                                -----------  ---------  -----------  --------  --------------  -------------  ---------------

Balance - July 31, 2008               2,427  $  60,675    8,179,872  $ 81,798  $  35,732,761   $(34,281,798)  $    1,593,436
 NET (LOSS)                                                                                        (968,100)        (968,100)

 COMPENSATION EXPENSE
   FROM STOCK OPTION GRANTS                                                           52,275                          52,275
 ISSUANCE OF FUSION INITIAL
   COMMITMENT SHARES                                         63,280       633        122,763                         123,396
 SALE OF SHARES TO FUSION                                    78,755       788         99,213                         100,001
 AMORTIZATION OF DEFERRED
   FINANCING COSTS RELATED TO
   FUSION SHARES                                                                      (5,244)                         (5,244)
                                -----------  ---------  -----------  --------  --------------  -------------  ---------------

BALANCE - OCTOBER 31, 2008            2,427  $  60,675    8,321,907  $ 83,219  $  36,001,768   $(35,249,898)  $      895,764
                                ===========  =========  ===========  ========  ==============  =============  ===============
 (Unaudited)

</TABLE>


                             See accompanying notes

                                     Page 5
<PAGE>
                   PART I.  FINANCIAL INFORMATION (CONTINUED)

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statement of Cash Flows
                                  (Unaudited)

                                               Three months ended October 31,
                                                       2008                2007
                                            ----------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                 $      (968,100)  $      (2,559,644)
 Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization                     16,218              17,745
   Deferred rent                                      1,516               4,713
   Share-based compensation -
     stock options                                   52,275             127,096
   Accrued stock contribution                        37,500              40,500
   (Gain) on available-for-sale securities                -             (10,592)
   Loss on permanent impairment of
     available-for-sale securities                        -             227,596
 Changes in assets and liabilities:
   Receivables                                     (131,597)            294,341
   Inventory                                              -             (18,100)
   Prepaid expenses and other assets                 70,372             113,548
   Accounts payable, accrued expenses and
     other liabilities                             (262,660)           (159,298)
                                            ----------------  ------------------
Net cash (used in) operating activities          (1,184,476)         (1,922,095)
                                            ----------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                 (1,490)            (22,200)
 Proceeds from sales of available-
   for-sale securities                                    -             442,202
                                            ----------------  ------------------
Net cash provided by investing activities            (1,490)            420,002


CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of stock                        100,001                   -
 Deferred finance charges                            (5,671)                  -
                                            ----------------  ------------------
Net cash provided by financing activities            94,330                   -
                                            ----------------  ------------------

Net (decrease) in cash and
 cash equivalents                                (1,091,636)         (1,502,093)
Cash and cash equivalents at
 beginning of period                              2,237,095           6,572,076
                                            ----------------  ------------------

Cash and cash equivalents at
 end of period                              $     1,145,459   $       5,069,983
                                            ================  ==================

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:

     On September 30, 2008 the Company issued 63,280 registered shares of Common
Stock valued at $123,396 to Fusion Capital II, LLC ("Fusion") as initial
commitment shares per our equity financing agreement.

     During the first quarter of fiscal 2009, we amortized $5,244 of deferred
financing costs related to our equity financing agreement against Capital in
Excess of Par Value.

                             See accompanying notes

                                     Page 6
<PAGE>
                   PART I.  FINANCIAL INFORMATION (CONTINUED)

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

          Notes to Condensed Consolidated Interim Financial Statements
                                  (Unaudited)

1.   BASIS OF PRESENTATION

     The interim condensed consolidated financial information presented in the
accompanying condensed consolidated financial statements and notes thereto is
unaudited.

     Competitive Technologies, Inc. ("CTT") and its wholly-owned subsidiary, CTT
Trading Company, LLC ("CTT Trading"), and majority-owned subsidiary, Vector
Vision, Inc. ("VVI"), (collectively, "we" or "us") provide patent and technology
licensing and commercialization services throughout the world, with
concentrations in the U.S.A. and Asia, with respect to a broad range of life and
physical sciences, electronics, and nanotechnologies  invented by individuals,
corporations and universities.  We are compensated for our services by sharing
in the profits of distribution or the license and royalty fees generated from
successful licensing of clients' technologies.

     The consolidated financial statements include the accounts of CTT, CTT
Trading, and VVI.  Inter-company accounts and transactions have been eliminated
in consolidation.

     We believe we made all adjustments necessary, consisting only of normal
recurring adjustments, to present the unaudited condensed consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America.  The results for the three months ended October 31,
2008 are not necessarily indicative of the results that can be expected for the
full fiscal year ending July 31, 2009.

     The interim unaudited condensed consolidated financial statements, and
notes thereto, should be read in conjunction with our Annual Report on Form 10-K
for the year ended July 31, 2008, filed on October 28, 2008.

     The Company incurred an operating loss for the first quarter of fiscal
2009, as well as operating losses in fiscal 2008, 2007 and 2006. During fiscal
2007, we had a significant concentration of revenue from our homocysteine assay
technology. The patent for this technology expired in July 2007 and we will not
receive revenue for sales made after that date. Revenue in fiscal 2008 for the
homocysteine technology reflects back royalties previously unreported by
customers. We continue to seek revenue from new technologies or products to
mitigate the concentration of revenue, and replace revenue from expiring
licenses. At current reduced spending levels, the Company will not have
sufficient cash flow to fund operating expenses beyond third quarter fiscal
2009. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include adjustments
to reflect the possible future effect of the recoverability and classification
of assets or amounts and classifications of liabilities that may result from the
outcome of this uncertainty.

     The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will attempt to meet anticipated operating cash requirements by
further reducing costs, and/or the sale of certain assets and technologies while
we pursue licensing opportunities for our remaining portfolio of technologies.
In addition, we will sell shares to Fusion Capital per our agreement on an
as-needed basis when the Company's stock price is at or above $1.00 per share.
The Company does not have any significant individual cash or capital
requirements in the budget going forward. There can be no assurance that the
Company will be successful in such efforts or that we will be able to obtain
alternative financing should our stock price fall below $1.00 per share. Failure
to develop a recurring revenue stream sufficient to cover operating expenses
would negatively affect the Company's financial position.

     Our current recurring revenue stream is insufficient for us to be
profitable with our present cost structure.  In 2005 and 2004, we were
profitable because of unusually large, upfront license fees related to our
homocysteine technology that did not recur in 2008, 2007 or 2006.  To return to
and sustain profitability, we must increase recurring


                                     Page 7
<PAGE>
revenue by successfully licensing technologies with current and long-term
revenue streams, and continue to build our portfolio of innovative technologies.
We significantly reduced overhead costs with staff reductions across all company
departments, reduced extraneous litigations, and obtained new technologies to
build revenue.  We continue to monitor our cost structure, and expect to operate
within our generated revenue and cash balances.

     In July 2008, to improve our financial condition we entered into an equity
financing arrangement with Fusion Capital for up to $5.0 million of cash through
sales of our common stock, at our option. Of the $5.0 million, $4.9 million
remained available at October 31, 2008.

2.   NET LOSS PER COMMON SHARE

     The following sets forth the denominator used in the calculations of basic
net income (loss) per share and net income (loss) per share assuming dilution:

                                                 Quarter ended October 31,
                                              --------------  ---------------
                                                       2008             2007
                                              --------------  ---------------
Basic and diluted (loss) per share            $       (0.12)  $        (0.32)

Denominator for basic net income (loss) per
share, weighted average shares outstanding        8,212,461        8,107,380
Dilutive effect of common stock options           N/A              N/A
Denominator for net income (loss)
per share, assuming dilution                      8,212,461        8,107,380
                                              ==============  ===============

     Options to purchase 795,750 and 791,999 shares of our common stock at
October 31, 2008 and 2007, respectively, were outstanding but were not included
in the computation of net income (loss) per share because they were
anti-dilutive.  Due to the net loss incurred for the quarters ended October 31,
2008 and 2007, the denominator used in the calculation of basic net loss per
share was the same as that used for net loss per share, assuming dilution, since
the effect of any options and warrants would have been anti-dilutive.

3.     COMPREHENSIVE LOSS AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     Comprehensive loss consists of the following:

                                               Three months ended October 31,
                                                       2008               2007
                                           -----------------  -----------------

Net (loss)                                 $       (968,100)  $     (2,559,644)
Unrealized increase (decrease) in market
 price of securities                                      -           (585,452)
Foreign currency translation
 adjustments on securities                                -             62,490
Reclassification to net income                            -             14,554
                                           -----------------  -----------------
Comprehensive (loss)                       $       (968,100)  $     (3,068,052)
                                           =================  =================

4.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In September 2006, the Financial Accounting Standard Board ("FASB") issued
SFAS 157 "Fair Value Measures" ("SFAS 157"). SFAS 157 defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurements.  In February 2008, the FASB issued FASB Staff Positions
("FSP") 157-1, which amends SFAS 157 to remove leasing transactions accounted
for under SFAS 13, "Accounting for Leases", FSP 157-2, which deferred the
effective date of SFAS 157 for all nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis to fiscal

                                     Page 8
<PAGE>
     years beginning after November 15, 2008 and FSP 157-3, which clarifies the
application of SFAS 157 in a market that is not active and illustrates
considerations in determining the fair value of a financial asset when the
market for the financial asset is not active. The Company adopted SFAS 157 on
August 1, 2008. The adoption of SFAS 157 for financial assets and liabilities
did not have a material impact on the Company's consolidated financial
statements because the Company does not maintain investments or derivative
instruments. The Company does not believe the adoption of SFAS 157 for
nonfinancial assets and liabilities, effective August 1, 2009, will have a
material impact on our consolidated financial statements.

     In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment of FASB
Statement No. 115" ("SFAS 159"). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value and establishes
presentation and disclosure requirements designed to facilitate comparisons
between entities that choose different measurement attributes for similar types
of assets and liabilities. The Company adopted SFAS 159 on August 1, 2008. The
Company has currently chosen not to elect the fair value option for any items
that are not already required to be measured at fair value in accordance with
accounting principles generally accepted in the United States.

     In December 2007, the FASB issued Statement No. 141(R), "Business
Combinations" ("SFAS 141(R)"). SFAS 141(R) expands the definition of
transactions and events that qualify as business combinations; requires that the
acquired assets and liabilities, including contingencies, be recorded at the
fair value determined on the acquisition date and changes thereafter reflected
in revenue, not goodwill; changes the recognition timing for restructuring
costs; and requires acquisition costs to be expensed as incurred. Adoption of
SFAS 141(R) is required for combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. Early adoption and retroactive application of SFAS 141(R) to
fiscal years preceding the effective date are not permitted. The Company is
currently evaluating the impact adoption of SFAS 141(R) may have on the
financial statements.

     In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51" ("SFAS160").
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. The
Company does not have any noncontrolling interests in subsidiaries and believes
that SFAS 160 will not have a material impact on its financial statements.

     In May 2008, the FASB issued Statement No. 162, "The Hierarchy of Generally
Accepted Accounting Principles" ("SFAS 162"). The new standard is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. Prior to the issuance of SFAS
162, GAAP hierarchy was defined in the American Institute of Certified Public
Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles. SAS
69 has been criticized because it is directed to the auditor rather than the
entity. SFAS 162 addresses these issues by establishing that the GAAP hierarchy
should be directed to entities because it is the entity, not its auditor, that
is responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective November 15, 2008.


                                     Page 9
<PAGE>
5.   RECEIVABLES

     Receivables consist of the following:

                                               OCTOBER 31,   July 31,
                                                      2008       2008
                                              ------------  ---------

     Royalties, net of allowance of $101,154
      at October 31, 2008 and July 31, 2008   $      5,441  $  26,524
     Receivable from insurance carrier              99,906     63,440
     Advance to GEOMC Co. Ltd.                     117,989          -
     Other                                          28,338     30,113
                                              ------------  ---------
     Total receivables                        $    251,674  $ 120,077
                                              ============  =========

     GEOMC Co. Ltd. is a partner helping us commercialize our pain management
device.  They have invested in a production line for the product and are
building inventory for sales expected to occur in the second or third quarter of
fiscal 2009.  The Company will receive repayment of the advance as these
machines are shipped to our distributors.

6.   AVAILABLE-FOR-SALE AND EQUITY SECURITIES

     The fair value of the equity securities we held were categorized as
available-for-sale securities, classified as current assets, and consisted of
the following:

                                OCTOBER 31,   July 31,  Number
                                       2008       2008  of shares  Type
                               ------------  ---------  ---------  ------------
     MelanoTan                 $          -  $       -    378,000  Common Stock
     NTRU Cryptosystems, Inc.             -          -  3,129,509  Common Stock
                               ------------  ---------
                               $        -0-  $     -0-
                               ============  =========

     An ownership interest in Melanotan Corporation was purchased in prior years
for a nominal amount.  In a separate transaction, we licensed to Melanotan
certain rights relating to a sunless tanning technology we own.  Melanotan
sublicensed the rights to Clinuvel Pharmaceuticals.  Melanotan has no operations
of its own, and is currently being dissolved.

     In prior years, we acquired 3,129,509 shares of NTRU common stock, and
certain preferred stock that later was exchanged for cash and a reduction in our
future royalty rate on sales of NTRU's products. NTRU is a privately held
company that sells encryption software for security purposes, principally in
wireless markets. There is no public market for NTRU shares. We previously wrote
down NTRU to zero value, and retain ownership of the common shares.

     During the first three months of fiscal 2008 we sold 1,000,000 shares of
Clinuvel stock for $442,201 with a cost basis of $431,609. The gain on sale of
$10,592, including gross gains of $23,190 and gross losses of $12,598, is
included in investment income.

     As of October 31, 2007, the Company determined that the decline in value of
the Palatin shares was other than temporary. As a result, the Company reduced
the amount recorded as available for sale securities to equal the fair market
value of such shares at October 31, 2007 and recognized a loss on permanent
impairment of available for sale securities of $227,596 during the first quarter
of fiscal 2008.

     All of our shares of Palatin and Clinuvel were sold before July 31, 2008.

                                   Page 10
<PAGE>

7.   PREPAID EXPENSES AND OTHER CURRENT ASSETS

     Prepaid expenses and other assets consist of the following:

                                  OCTOBER 31, 2008   July 31, 2008
                                 -----------------  --------------
     Prepaid insurance           $         172,555  $      249,428

     Other                                  75,079          68,328
                                 -----------------  --------------
     Prepaid expenses and other
       current assets            $         247,634  $      317,756
                                 =================  ==============

8.   ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued expenses and other liabilities consist of the following:

                                                    OCTOBER 31,   July 31,
                                                           2008       2008
                                                   ------------  ---------

     Royalties payable                             $    261,210  $ 243,951
     Accrued 401(K) contribution                        187,500    150,000
     Accrued Directors' Stock Option Compensation        37,500     37,500
     Other accrued compensation                          25,543          -
     Accrued audit fees                                 113,906    110,000
     Accrued legal fees                                  44,670      7,765
     Other accrued professional fees                     26,247     21,963
     Accrued purchases                                        -     47,850
     Accrued NYSE Alternext US listing fee                    -     33,109
     Accrued research payment to UCONN                   23,920     23,920
     Other                                               53,064     83,023
                                                   ------------  ---------
     Accrued expenses and other liabilities        $    773,560  $ 759,081
                                                   ============  =========

9.   SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION PLANS

     The Company accounts for its stock-based employee compensation arrangements
under SFAS No. 123 (revised 2004), "Share Based Payment" ("SFAS No. 123R"),
which requires companies to recognize the cost of employee services received in
exchange for awards of equity instruments, based on the grant date fair value of
those awards, in the financial statements.  The Company accounts for its
non-employee options under EITF 96-18, "Accounting for Equity Instruments that
are Issued to Other Than Employees for Acquiring, or in Conjunction With
Selling, Goods or Services" ("EITF 96-18").
`
     During the first quarter of fiscal 2009, the Company recognized
approximately $52,275 of non-cash compensation expense for the value of options
previously granted to employees.

     On September 30, 2008 the Company issued 63,280 registered shares of our
common stock to Fusion as initial commitment shares per our equity financing
agreement, and agreed to issue 42,187 additional commitment shares to Fusion on
a pro rata basis as we sell the $5 million of stock (See Note 1). The initial
commitment shares were priced at $1.95 per share, the closing price on September
30, 2008, resulting in an increase to shareholders' interest of $123,396.

     During the first quarter of fiscal 2009, the Company sold 77,911 shares of
common stock and issued 844 additional commitment shares to Fusion per the terms
of our agreement. Total proceeds realized from these sales were $100,001. In
addition, we amortized $5,244 of deferred financing costs related to these stock
sales.

                                   Page 11
<PAGE>
     From November 1, 2008 to December 12, 2008 we sold an additional 129,750
shares of common stock and issued 1,160 commitment shares.  Total proceeds from
these sales were $137,500 and we amortized $7,210 of deferred financing costs
related to these sales.

10.  CONTINGENCIES

     Carolina Liquid Chemistries Corporation, et al. (Case pending) - On August
29, 2005, we filed a complaint against Carolina Liquid Chemistries Corporation
("Carolina Liquid") in the United States District Court for the District of
Colorado, alleging patent infringement of our patent covering homocysteine
assays, and seeking monetary damages, punitive damages, attorneys' fees, court
costs and other remuneration at the option of the court.  Carolina Liquid was
served on September 1, 2005.  As we became aware of other infringers, we amended
our complaint to add as defendants Catch, Inc. ("Catch") and the Diazyme
Laboratories Division of General Atomics ("Diazyme").  On September 6, 2006,
Diazyme filed for declaratory judgment in the Southern District of California
for a change in venue and a declaration of non-infringement and invalidity.  On
September 12, 2006, the District Court in Colorado ruled that both Catch and
Diazyme be added as defendants to the Carolina Liquid case.  On October 23,
2006, Diazyme requested the United States Patent and Trademark Office (the
"USPTO") to re-evaluate the validity of our patent and this request was granted
by the USPTO on December 14, 2006.  Re-examination proceedings are now underway
at the USPTO Board of Appeals.  We do not expect an adverse finding, but
completion of such action will delay the ultimate resolution of the case.
Further action in this case is pending.

     Ben Marcovitch and other co-defendants (Case pending) - On August 8, 2007,
we announced that former CTT Director Ben Marcovitch had been removed for cause
from our Board of Directors by unanimous vote of CTT's five Directors for
violating CTT's Code of Conduct. At that time, CTT also withdrew from its
involvement with Agrofrut, E.U., a nutraceutical firm brought to CTT by Mr.
Marcovitch. As announced on April 10, 2007, CTT had paid $750,000 to Agrofrut
for a 5% ownership, and certain marketing and investment options in Agrofrut.

     On August 31, 2007, we filed a Federal complaint in the U.S. District Court
for the District of Connecticut against Mr. Marcovitch, Betty Rios Valencia,
President and CEO of Agrofrut and former spouse of Mr. Marcovitch, John Derek
Elwin, III, a former CTT employee, and other defendants. The complaint claims
that false and misleading information had been provided to CTT in a conspiracy
to fraudulently obtain funds from CTT using the Agrofrut transaction. We have
requested, among other relief, punitive damages and attorneys' fees. It is our
opinion and that of our Board of Directors that this lawsuit is required to
recover our $750,000 and to settle outstanding issues regarding the named
parties.

     On October 22, 2007, at a show cause hearing, the Court stated that all
defendants named in the case, and their associates, were enjoined from any
further use of any remaining part of the $750,000 received from CTT. The Court
ordered a full disclosure of all accounts where remaining funds are held, and a
complete description of the disposition of any portion of the CTT payment must
be made to CTT's counsel. At a December 7, 2007 hearing, the Court requested CTT
to specify an appropriate Prejudgment Remedy for the Court to consider. On
December 20, 2007, a Prejudgment Remedy was issued granting garnishment of the
$750,000 CTT is seeking to recover.

     On January 11, 2008, the Court denied the defendants' attempts at
demonstrating that Connecticut was not the proper jurisdiction for these
hearings.

     On April 22, 2008, the Court ruled that the defendants must make
arrangements for depositions to be completed by May 2, 2008, a date that was
then extended by the Court. The Court granted permission for the defendants'
depositions to be conducted via video conferencing when the defendants indicated
their inability to travel to the Connecticut court. The depositions were
conducted on June 2, 2008.

     On June 23, 2008, the Court ruled that the defendants are compelled to
respond to interrogatories and to produce any supplemental discovery documents
by the deadline of July 7, 2008.

                                   Page 12
<PAGE>
     On August 15, 2008 CTT filed a motion for Summary Judgment. A Memorandum in
Opposition was filed by Marcovitch et al on September 15, 2008. CTT responded to
the Memorandum on September 24. The case awaits the judge's decision regarding
the Summary Judgment. We are aggressively pursuing this matter.

     Employment matters - former employee (Cases pending) - In September 2003, a
former employee filed a whistleblower complaint with OSHA alleging that the
employee had been terminated for engaging in conduct protected under the
Sarbanes Oxley Act of 2002 (SOX). In February 2005, OSHA found probable cause to
support the employee's complaint and ordered reinstatement and payment of
damages. CTT filed objections and requested a de novo hearing before an
Administrative Law Judge ("ALJ"). Based on evidence submitted at the May 2005
hearing, in October 2005 the ALJ issued a written decision recommending
dismissal of the employee's claim without relief. The employee then appealed the
case to the Administrative Review Board ("ARB"). In March 2008, the ARB issued a
decision and order of remand, seeking clarification of the ALJ's analysis of
quantum of evidence presented by the employee to sustain the employee's
retaliation claim before the ALJ judge shifted the burden to CTT to prove by
clear and convincing evidence that it would have terminated the employee
regardless of protected activity. The employee has requested consideration of
the order of remand based on the Board's failure to address the employee's
appeal issues, but the ARB has not yet ruled on that request.

     In August 2007, the same former employee filed a new SOX whistleblower
complaint with OSHA alleging that in April 2007 CTT and its former general
counsel retaliated against the employee for past-protected conduct by refusing
to consider the employee's new employer for the award of a consulting contract.
In March 2008, OSHA dismissed the employee's complaint for lack of probable
cause. The employee filed objections and requested de novo review by an ALJ. In
August 2008, the employee gave notice of intent to terminate proceedings before
the ALJ and remove the case to federal district court. On September 5, 2008 CTT
filed a complaint in the U.S. District Court for the District of Connecticut
against the former employee seeking a declaration that CTT did not violate SOX
as alleged in the employee's 2007 OSHA complaint, and to recover approximately
$80,000 that CTT paid to the employee in compliance with a court order that was
subsequently vacated by the U.S. Court of Appeals for the Second Circuit. In
October 2008 the former employee moved to voluntarily dismiss with prejudice the
case before the ALJ. Various motions continue to be filed in CTT's suit in
Connecticut.

     Federal Insurance Co. (Case completed) - On April 2, 2008, CTT filed a
complaint in the U.S. District Court for the District of Connecticut against
Federal Insurance, seeking the coverage to which it is entitled under its policy
with Federal. CTT asserts that Federal is obligated to insure CTT for its legal
fees and $750,000 loss associated with the case involving Ben Marcovitch and
other co-defendants.

     In September 2008, we received $400,000 against a claim under our fraud
insurance policy in full settlement of this matter with Federal.

     Summary - We may be a party to other legal actions and proceedings from
time to time. We are unable to estimate legal expenses or losses we may incur,
if any, or possible damages we may recover, and have not recorded any potential
judgment losses or proceeds in our financial statements to date. We record
expenses in connection with these suits as incurred.

     We believe we carry adequate liability insurance, directors and officers
insurance, casualty insurance, for owned or leased tangible assets, and other
insurance as needed to cover us against potential and actual claims and lawsuits
that occur in the ordinary course of our business. However, an unfavorable
resolution of any or all matters, and/or our incurrence of significant legal
fees and other costs to defend or prosecute any of these actions and proceedings
may, depending on the amount and timing, have a material adverse effect on our
consolidated financial position, results of operations or cash flows in a
particular period.

11.  SUBSEQUENT EVENT

     On December 2, 2008 we received notice from the NYSE Alternext US LLC (the
"Exchange") notifying us that the staff of the Exchange Corporate Compliance
Department has determined that the Company Form 10-K for the fiscal year ended
July 31, 2008 did not meet continued listing standards as set forth in Part 10
of the Exchange

                                   Page 13
<PAGE>
Company Guide, and the Company has therefore become subject to the procedures
and requirements of Section 1009 of the Company Guide.  Specifically, with
stockholders' equity of less than $2,000,000 and losses from continuing
operations and net losses in two out of its three most recent fiscal years and
Section 1003(a)(ii) of the Company Guide with stockholders' equity of less than
$4,000,000 and losses from continuing operations and net losses in three out of
its four most recent fiscal years.

     In order to maintain NYSE Alternext listing, the Company must submit a
business plan by January 2, 2009 advising the Exchange of action it has taken,
or will take, that would bring it into compliance with the continued listing
standards identified above by June 2, 2010. We are preparing the plan to bring
us into compliance with such listing standards by June 2, 2010, through
increased profitability based on our operating budget and supplemental
financing, as necessary, from the sale of equity securities. We intend to submit
the plan to the Exchange on or before January 2, 2009.

     Following its submission, the Exchange Corporate Compliance Department will
evaluate our plan and make a determination as to whether the Company has made a
reasonable demonstration in the plan of an ability to regain compliance with the
continued listing standards by June 2, 2010. If the plan is accepted, the
Company may be able to continue its listing during the plan period up to June 2,
2010, during which time it will be subject to periodic review to determine
whether it is making progress consistent with the plan. If our plan is not
accepted, the Company may be subject to delisting proceedings. Furthermore, if
the plan is accepted but the Company is not in compliance with the continued
listing standards at the conclusion of the plan period or does not make progress
consistent with the plan during the plan period, the Exchange staff will
initiate delisting procedures as appropriate. The Company may appeal a staff
determination to initiate delisting proceedings in accordance with Section 1010
and Part 12 of the Company Guide.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS

     Statements about our future expectations are "forward-looking statements"
within the meaning of applicable Federal Securities Laws, and are not guarantees
of future performance.  When used in herein, the words "may," "will," "should,"
"anticipate," "believe," "intend," "plan," "expect," "estimate," "approximate,"
and similar expressions are intended to identify such forward-looking
statements.  These statements involve risks and uncertainties inherent in our
business, including those set forth in Item 1A under the caption "Risk Factors,"
in our most recent Annual Report on Form 10-K for the year ended July 31, 2008,
filed with the Securities and Exchange Commission ("SEC") on October 28, 2008,
and other filings with the SEC, and are subject to change at any time.  Our
actual results could differ materially from these forward-looking statements.
We undertake no obligation to update publicly any forward-looking statement.

OVERVIEW

     Competitive Technologies, Inc. ("CTT"), was incorporated in Delaware in
1971, succeeding an Illinois corporation incorporated in 1968.  CTT and its
subsidiaries (collectively, "we," "our," or "us"), 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


                                   Page 14
<PAGE>
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.

RELIANCE ON ONE REVENUE SOURCE

     In fiscal 2007, we had a significant concentration of revenue from our
homocysteine assay technology. The patent for this technology expired in July
2007 and we will not receive revenue for sales made after that date.
Homocysteine revenue in 2008 reflects back royalties previously unreported by
customers. We continue to seek revenue from new technology licenses to mitigate
the concentration of revenue, and replace revenue from expiring licenses. We
have created a new business model for appropriate technologies that allows us to
move beyond our usual royalty arrangement and share in the profits of
distribution.

     We filed a patent infringement complaint against three suspected
infringers, but believe progress in this case may be subject to delaying tactics
by the defendants, adding to the normal period of time it takes for such cases
to work their way through the court system. In response to the action we filed,
one defendant has requested that the United States Patent and Trademark Office
("USPTO") re-evaluate the validity of our patent. Re-examination proceedings are
now underway at the USPTO Board of Appeals. We do not expect an adverse finding,
but completion of such action will delay the ultimate resolution of the case.
Further action in this case is pending.

     PRESENTATION

     We rounded all amounts in this Item 2 to the nearest thousand dollars,
except per share data. Certain amounts may not total precisely.

     The following discussion and analysis provides information that we believe
is relevant to an assessment and understanding of our financial condition and
results of operations.  This discussion and analysis should be read in
conjunction with our Consolidated Financial Statements and Notes thereto.

RESULTS OF OPERATIONS - THREE MONTHS ENDED OCTOBER 31, 2008 ("FIRST QUARTER
2009") VS. THREE MONTHS ENDED OCTOBER 31, 2007 ("FIRST QUARTER 2008")

     SUMMARY OF RESULTS

     We incurred a net loss of $968,000 or $0.12 per share for the first quarter
2009, compared to a net loss of $2,560,000 or $0.32 per share for the first
quarter 2008, a 62% decrease in net loss of $1,592,000, or $0.20 per share.  As
explained in detail below, the decrease in the net loss reflects a decrease of
$1,698,000 in expenses partially offset by a decrease in revenue of $107,000.

     REVENUE

     In the first quarter 2009, total revenue was $104,000, compared to $211,000
for the first quarter 2008, a 51% decrease of $107,000.

     Retained royalties for the first quarter 2009 were $27,000, which was
$97,000, or 78% less than the $124,000 of retained royalties reported in the
first quarter 2008. The following compares retained royalty revenue by
technology in the first quarter 2009 with the first quarter 2008.



                                   Page 15
<PAGE>
                                          For the three months ended October 31,
                           -----------  ----------  -----------  ------------
                                  2008        2007   (Decrease)  % (Decrease)
                           -----------  ----------  -----------  ------------

Homocysteine assay         $         -  $   26,000  $  (26,000)        (100)%
All other technologies          27,000      98,000     (71,000)         (72)%
                           -----------  ----------  -----------
 TOTAL RETAINED ROYALTIES  $    27,000  $  124,000  $  (97,000)         (78)%
                           ===========  ==========  ===========

     We received no royalty revenue from our homocysteine technology in the
first quarter 2009 compared to the $26,000 received in the first quarter 2008,
reflecting back royalties previously unreported by customers.  The elimination
of homocysteine royalty revenue is due to the expiration of the underlying
patent in July 2007, and we do not receive revenue for sales made after that
date.

     We actively market existing technologies, and seek new technologies to grow
the revenue stream. We have created a new business model for appropriate
technologies that allows us to move beyond our usual royalty arrangement and
share in the profits of distribution.

     Investment income includes dividends and interest earned on our invested
cash.  Investment income was $5,000 in the first quarter 2009, which was a
decrease of $75,000, or 94% from the $80,000 reported for the first quarter
2008.  The decrease was primarily due to lower invested balances for the current
quarter as compared to the prior year.

     Other income for first quarter 2009 is primarily revenue from a one time
sale of our Flip Chip patents.


EXPENSES

                                          For the three months ended October 31,
                            ------------  ----------  ------------  -----------
                                                         Increase   % Increase
                                   2008         2007    (Decrease)   (Decrease)
                            ------------  ----------  ------------  -----------

Personnel and other
  direct expenses
  relating to revenue       $   679,000   $1,111,000  $  (432,000)         (39)
General and administrative
  expenses                      791,000    1,277,000     (486,000)         (38)
Patent enforcement
  expenses net
  of reimbursements               2,000      155,000     (153,000)         (99)
Loss on permanent
  impairment of
  available-for-sale
  securities                          -      227,000     (227,000)        (100)
Insurance recovery             (400,000)           -     (400,000)           -
                            ------------  ----------  ------------
 TOTAL EXPENSES             $ 1,072,000   $2,770,000  $(1,698,000)         (61)
                            ============  ==========  ============

     Total expenses decreased $1,698,000 or 61% in the first quarter 2009,
compared to the first quarter 2008.

     Personnel and other direct expenses relating to revenue decreased a net
$432,000 or 39% in the first quarter 2009, compared to the first quarter 2008.
Payroll and related benefits decreased by $441,000 as a result of reducing
full-time equivalent headcount from 16 to 12. In addition, we reduced consulting
and other direct costs by $97,000 as management made a concerted effort to
eliminate unnecessary costs.  These were offset by $107,000 increase in costs
related to the commercialization of our pain management device.

     General and administrative expenses decreased a net $486,000 in the first
quarter 2009, compared to the first quarter 2008.  The decrease is primarily due
to reductions in legal fees as a result of less active litigation, $304,000,
primarily the Marcovitch case; marketing expenses, $41,000, primarily due to the
attendance at a major IP conference in 2008 not repeated in 2009; investor
relations expenses as a result of negotiation of more favorable terms with
outside consultants, $30,000; auditing expenses as a result of permissions
needed from prior auditor, $15,000; reduced travel and entertainment expenses as
a result of lower headcount and concerted effort by management to reduce costs,
$15,000; and

                                   Page 16
<PAGE>
the decision to not repeat the CTT Innovation Conference, $16,000.  Other
expenses incurred in 2008 and not repeated in 2009 include $20,000 to market MC
Square, our stress relief and memory improvement device and $8,000 in costs
related to the fiscal 2007 proxy contest.  In addition, decreased costs for
issuance of Directors' Stock Options in the first quarter, $81,000, due to the
issuance of initial stock option grants to the new Board of Directors in the
first quarter 2008, since the Board assumed control in February 2007 there were
no options available.  These decreases were offset by a $60,000 increase due to
our SOX compliance program, since most of the work for fiscal 2008 was performed
by outside consultants after 2008 year-end.

     Patent enforcement expenses, net of reimbursements, decreased a net
$153,000 in the first quarter 2009, compared to the first quarter 2008.  Patent
enforcement expenses vary, depending on the activity relating to outstanding
litigation.  The reduction of expenses is primarily due to settlement of
litigation with Palatin in the second quarter 2008.

     Insurance recovery in 2009 represents settlement of our action against
Federal Insurance to cover our legal fees and loss associated with the case
involving Ben Marcovitch and other co-defendants. (See Note 10.)

     FINANCIAL CONDITION AND LIQUIDITY

     Our liquidity requirements arise principally from our working capital
needs, including funds needed to find and obtain new technologies or products,
and protect and enforce our intellectual property rights, if necessary.  We fund
our liquidity requirements with a combination of cash on hand and cash flows
from operations, if any, including royalty legal awards.  In addition, we have
the ability to fund our requirements through sales of common stock under the
Fusion Capital agreement.  At October 31, 2008, we had no outstanding debt or
credit facility.

     We believe we will successfully license new technologies and collect due,
but unpaid, royalties on existing licenses to add revenue. Although there can be
no assurance that we will be successful in our efforts, we believe the
combination of our cash on hand, the ability to raise funds from sales of our
common stock under the Fusion Capital agreement, and revenue from executing our
strategy will be sufficient to meet our obligations of current and anticipated
operating cash requirements. In fiscal 2009, we will raise cash through the sale
of common stock to Fusion Capital as needed, when our stock price is at or above
$1.00. If necessary, we will meet anticipated operating cash requirements by
further reducing costs, pursuing additional equity financing, and/or the sale of
certain assets and technologies while we pursue licensing opportunities for our
remaining portfolio of technologies.

     In late fiscal 2007, we obtained exclusive worldwide distribution rights to
a non-invasive pain management therapy device for rapid treatment of
high-intensity oncologic and neuropathic pain, including pain resistant to
morphine and other drugs.  Developed in Italy by CTT's client, Prof. Giuseppe
Marineo, DSc, MD, the technology was brought to CTT through the efforts of Prof.
Giancarlo Elia Valori of the Italian business development group, Sviluppo Lazio
S.p.A., and assistance from the Zangani Investor Community(TM).  The unit, with
a biophysical rather than a biochemical approach, uses a multi-processor able to
simultaneously treat multiple pain areas by applying surface electrodes to the
skin.  The device's European CE mark certification allows it to be distributed
and sold throughout Europe, and makes it eligible for approval for distribution
and sales in multiple global markets.  A U.S. patent has been applied for, and
CTT is working with the FDA for 510(k) authorization for U.S. sales of the
device.  Several thousand patients in various hospitals have been successfully
treated using the technology.  CTT partner GEOMC Co., Ltd. of Korea is
manufacturing the product commercially for worldwide distribution.

     In fiscal 2008, distribution agreements granted country-exclusive rights to
Excel Life Sciences, Inc. for India. In first quarter fiscal 2009, distribution
agreements granted country-exclusive rights to GEOMC Co., Ltd. for Korea, to
Biogene Pharma Limited for Bangladesh, and to Able Global Healthcare Sdn. Bhd.
for Malaysia.  Each company is required to obtain local sales authorization.

     Cash and cash equivalents consist of demand deposits and interest earning
investments with maturities of three months or less, including overnight bank
deposits and money market funds. We carry cash equivalents at cost.

     At October 31, 2008, cash and cash equivalents were $1,145,000 compared to
$2,237,000 at July 31, 2008.  The loss of $968,000 for the first three months of
fiscal 2009 contained non-cash charges of $108,000 and reduction in assets

                                   Page 17
<PAGE>
and liabilities of $324,000, resulting in cash used in operations of $1,184,000.
We sold shares to Fusion per our equity financing agreement totaling $100,000.
These activities reduced cash by $1,092,000.  As of December 12, 2008, our cash
and cash equivalents balance is over  $900,000.

     We currently have the benefit of using a portion of our accumulated NOLs to
eliminate any future regular federal and state income tax liabilities.  We will
continue to receive this benefit until we have utilized all of our NOLs, federal
and state.  However, we cannot determine when and if we will be profitable and
utilize the benefit of the remaining NOLs before they expire.

     CAPITAL REQUIREMENTS

     The Company incurred an operating loss for the first quarter fiscal 2009,
as well as operating losses in fiscal 2008, 2007 and 2006.  During fiscal 2007,
we had a significant concentration of revenue from our homocysteine assay
technology.  The patent for this technology expired in July 2007 and we will not
receive revenue for sales made after that date.  Revenue in fiscal 2008 for the
homocysteine technology reflects back royalties previously unreported by
customers.  We continue to seek revenue from new technologies or products to
mitigate the concentration of revenue, and replace revenue from expiring
licenses.  At current reduced spending levels, the Company will not have
sufficient cash flow to fund operating expenses beyond third quarter fiscal
2009.  These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The financial statements do not include
adjustments to reflect the possible future effect of the recoverability and
classification of assets or amounts and classifications of liabilities that may
result from the outcome of this uncertainty.

     The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or the sale of certain assets and technologies while we
pursue licensing opportunities for our remaining portfolio of technologies.  In
addition, we will sell shares to Fusion Capital per our agreement on an
as-needed basis when the Company's stock price is at or above $1.00 per share.
The Company does not have any significant individual cash or capital
requirements in the budget going forward.  There can be no assurance that the
Company will be successful in such efforts or that we will be able to obtain
alternative financing should our stock price fall below $1.00 per share.
Failure to develop a recurring revenue stream sufficient to cover operating
expenses would negatively affect the Company's financial position.

     CONTRACTUAL OBLIGATIONS AND CONTINGENCIES

     There have been no substantial changes to our contractual obligations since
July 31, 2008.

     Contingencies.  Our directors, officers, employees and agents may claim
indemnification in certain circumstances.  We seek to limit and reduce our
potential financial obligations for indemnification by carrying directors and
officers liability insurance, subject to deductibles.

     We also carry liability insurance, casualty insurance, for owned or leased
tangible assets, and other insurance as needed to cover us against claims and
lawsuits that occur in the ordinary course of business.

     Many of our license and service agreements provide that upfront license
fees, license fees and/or royalties we receive are applied against amounts that
our clients or we have incurred for patent application, prosecution, issuance
and maintenance costs.  If we incur such costs, we expense them as incurred, and
reduce our expense if we are reimbursed from future fees and/or royalties we
receive.  If the reimbursement belongs to our client, we record no revenue or
expense.

     As of October 31, 2008, CTT and its majority owned subsidiary, Vector
Vision, Inc. ("VVI"), have remaining obligations, contingent upon receipt of
certain revenue, to repay up to $199,006 and $206,502, respectively, in
consideration of grant funding received in 1994 and 1995.  CTT is also obligated
to pay at the rate of 7.5% of its revenue, if any, from transferring rights to
certain inventions supported by the grant funds.  VVI is obligated to pay at
rates of 1.5% of its net sales of supported products or 15% of its revenue from
licensing supported products, if any.  We

                                   Page 18
<PAGE>
recognize these obligations only if we receive revenue related to the grant
funds.  We recognized approximately $816 of these obligations in 2009.

     We engage independent consultants who provide business development,
consulting and/or evaluation services under contracts that are cancelable on
certain written notice.  These contracts include contingencies for potential
incentive compensation earned solely on sales resulting directly from the work
of the consultant.  We have neither accrued nor paid significant incentive
compensation under such contracts in fiscal 2009 or fiscal 2008.

     CRITICAL ACCOUNTING ESTIMATES

     There have been no significant changes in our accounting estimates
described under the caption "Critical Accounting Estimates" included in Part II,
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations," in our Annual report on Form 10-K for the year ended July 31,
2008.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

     (a)     Evaluation of disclosure controls and procedures
             ------------------------------------------------

     Our management, including our President, Chief Executive Officer, and
Interim Chief Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Securities
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2008.  Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed by the issuer in the reports that it files or submits
under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized, and
reported, within the time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.  Based on
this evaluation, our President, Chief Executive Officer, and Interim Chief
Financial Officer concluded that our disclosure controls and procedures were
effective as of October 31, 2008.

     (b)     Change in Internal Controls
             ---------------------------

     During our assessment of the effectiveness of internal control for the year
ended July 31, 2008, we identified a material weakness in our internal control
over financial reporting.  The material weakness resulted from the fact that our
Controller had the capability to wire transfer funds from our bank account
without any additional approval.  During the first quarter of fiscal 2009, we
implemented procedures to remediate this weakness.  Our procedures now require
our bank to call back and verify the appropriateness of each wire transfer with
a designated employee independent of the person initiating the wire.  There were
no other changes in our internal control over financial reporting for the period
ending October 31, 2008, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.



                                   Page 19
<PAGE>
PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

     See Note 10 to the accompanying unaudited condensed consolidated financial
statements in Part I of this Quarterly Report on Form 10-Q.

Item 1A.    Risk Factors

     THE PRICE OF OUR COMMON STOCK MAY FALL BELOW $1.00 AND WE MAY BE UNABLE TO
SELL SHARES TO FUSION OR OBTAIN ALTERNATE EQUITY FINANCING.

     In 2009, the global equity markets have collapsed and our common stock is
currently trading at around $1.00.  Per our equity financing agreement with
Fusion, they are not required to purchase common stock from us if our stock
trades below $1.00.  There is no guarantee that we would be able to obtain
alternate financing.

     OUR COMMON STOCK MAY BE DELISTED FROM THE NYSE ALTERNEXT MAKING IT
DIFFICULT TO TRADE SHARES OF OUR COMMON STOCK.

     On December 2, 2008 we received notice from the NYSE Alternext US LLC (the
"Exchange") notifying us that the staff of the Exchange Corporate Compliance
Department has determined that the Company Form 10-K for the fiscal year ended
July 31, 2008 did not meet continued listing standards as set forth in Part 10
of the Exchange Company Guide, and the Company has therefore become subject to
the procedures and requirements of Section 1009 of the Company Guide.
Specifically, with stockholders' equity of less than $2,000,000 and losses from
continuing operations and net losses in two out of its three most recent fiscal
years and Section 1003(a)(ii) of the Company Guide with stockholders' equity of
less than $4,000,000 and losses from continuing operations and net losses in
three out of its four most recent fiscal years.

     In order to maintain NYSE Alternext listing, the Company must submit a
business plan by January 2, 2009 advising the Exchange of action it has taken,
or will take, that would bring it into compliance with the continued listing
standards identified above by June 2, 2010. We are preparing the plan to bring
us into compliance with such listing standards by June 2, 2010, through
increased profitability based on our operating budget and supplemental
financing, as necessary, from the sale of equity securities. We intend to submit
the plan to the Exchange on or before January 2, 2009.

     Following its submission, the Exchange Corporate Compliance Department will
evaluate our plan and make a determination as to whether the Company has made a
reasonable demonstration in the plan of an ability to regain compliance with the
continued listing standards by June 2, 2010. If the plan is accepted, the
Company may be able to continue its listing during the plan period up to June 2,
2010, during which time it will be subject to periodic review to determine
whether it is making progress consistent with the plan. If our plan is not
accepted, the Company may be subject to delisting proceedings. Furthermore, if
the plan is accepted but the Company is not in compliance with the continued
listing standards at the conclusion of the plan period or does not make progress
consistent with the plan during the plan period, the Exchange staff will
initiate delisting procedures as appropriate. The Company may appeal a staff
determination to initiate delisting proceedings in accordance with Section 1010
and Part 12 of the Company Guide.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

     None

Item 3.     Defaults Upon Senior Securities

     None

                                   Page 20
<PAGE>
Item 4.     Submission of Matters to a Vote of Security Holders

     None

Item 5.     Changes in Registrant's Certifying Accountant

     None.

Item 6.     Exhibits

31.1 Certification by the Principal Executive and interim Chief Financial
     Officer of Competitive Technologies, Inc. pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1 Certification by the Principal Executive and interim Chief Financial
     Officer of Competitive Technologies, Inc. pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) (furnished herewith).

















































                                   Page 21
<PAGE>
                                   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, thereunto duly authorized.


                              COMPETITIVE TECHNOLOGIES, INC.
                              (the registrant)

                              By /s/ John B. Nano.
                              --------------------
                              John B. Nano
                              Chairman, President, Chief Executive Officer,
                              Interim Chief Financial Officer, Chief Accounting
                              Officer and Authorized Signer

December 12, 2008














































                                   Page 22
<PAGE>
                               INDEX TO EXHIBITS


Exhibit No.     Description
-----------     -----------

31.1 Certification by the Principal Executive and Interim Chief Financial
     Officer of Competitive Technologies, Inc. pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

32.1 Certification by the Principal Executive and Interim Chief Financial
     Officer of Competitive Technologies, Inc. pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) (furnished herewith).











































                                      CTT
                                     LISTED
                                      NYSE
                                  ALTERNEXT US


                                   Page 23