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 March 31, 2011
                 ---------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         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

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

1375 Kings Highway East, Suite 400
Fairfield, Connecticut                                                   06824
----------------------------------                                       -----
(Address of principal executive offices)                            (Zip Code)

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

   (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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months.                                     Yes [ ]          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]

The number of shares of the registrant's common stock outstanding as of May 19,
2011 was 13,834,944 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 March 31, 2011
            and December 31, 2010 (unaudited)                                  3

          Condensed Consolidated Statements of Operations for the
            three months ended March 31, 2011 and three months ended
            April 30, 2010  (unaudited)                                        4

          Condensed Consolidated Statement of Changes in Shareholders'
            Interest for the three months ended March 31, 2011(unaudited)      5

          Condensed Consolidated Statements of Cash Flows for the
            three months ended March 31, 2011 and three months
            ended April 30, 2010  (unaudited)                                6-7

          Notes to Condensed Consolidated Interim Financial
            Statements (unaudited)                                          8-17

Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      18-23

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          23

Item 4.   Controls and Procedures                                             23


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

Item 1.   Legal Proceedings                                                   24

Item 1A.  Risk factors                                                        24

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         24

Item 3.   Defaults Upon Senior Securities                                     24

Item 5.   Other Information                                                   24

Item 6.   Exhibits                                                            24

Signat    ures                                                                25

Exhibit   Index                                                               26

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

ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
               Condensed Consolidated Balance Sheets (Unaudited)

                                                  MARCH 31,     December 31,
                                                    2011            2010
                                               -------------  --------------
ASSETS
Current Assets:
 Cash and cash equivalents                     $    331,386   $     557,018
 Restricted cash                                    750,000         750,000
 Receivables, net of allowance of $101,154
   at March 31, 2011, and December 31, 2010       1,177,855          25,002
 Inventory, Finished Goods                        2,600,156       1,729,929
 Prepaid expenses and other current assets           76,188          77,952
                                               -------------  --------------
   Total current assets                           4,935,585       3,139,901

 Property and equipment, net                         37,832          40,642
 Security deposits                                   17,275          15,000
                                               -------------  --------------
TOTAL ASSETS                                   $  4,990,692   $   3,195,543
                                               =============  ==============

LIABILITIES AND SHAREHOLDERS' INTEREST
Current Liabilities:
 Accounts payable, general                          369,802         148,457
 Accounts payable, GEOMC                          2,478,177       1,106,250
 Accrued expenses and other liabilities             485,595         407,123
 Note payable                                        50,000               -
 Derivative liability                               135,304         132,353
 Preferred stock liability                          750,000         750,000
                                               -------------  --------------
 TOTAL CURRENT LIABILITIES                        4,268,878       2,544,183
                                               -------------  --------------

COMMITMENTS AND CONTINGENCIES
Shareholders' interest:
 5% preferred stock, $25 par value, 35,920
   shares authorized, 2,427 shares issued
    and outstanding                                  60,675          60,675
 Series B preferred stock, $0.001 par value,
   20,000 shares authorized, no shares issued
    and outstanding                                       -               -
 Series C convertible preferred stock, $1,000
   par value, 750 shares authorized, 750
    shares issued and outstanding                         -               -
 Common stock, $.01 par value, 20,000,000
    shares authorized, 13,834,944 at March
    31, 2011 and 13,824,944 at December 31,
    2010 shares issued and outstanding              138,349         138,249
 Capital in excess of par value                  43,503,409      43,484,989
 Receivable from Crisnic                                  -         (22,500)
 Accumulated deficit                           (42,980,619)     (43,010,053)
                                               -------------  --------------

   Total shareholders' interest                     721,814         651,360
                                               -------------  --------------

TOTAL LIABILITIES AND SHAREHOLDERS'
 INTEREST                                      $  4,990,692   $   3,195,543
                                               =============  ==============

                             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  Three months ended
                                            MARCH 31, 2011      April 30, 2010
                                          ------------------  ------------------
REVENUE
Product sales                             $       1,827,056   $         517,675
Cost of product sales                              (856,754)           (108,438)
                                          ------------------  ------------------
 GROSS PROFIT FROM PRODUCT SALES                    970,302             409,237
                                          ------------------  ------------------

OTHER REVENUE
Gain on sale of rental assets                        34,728                   -
Retained royalties                                   10,610              13,287
Investment income                                         -                  15
Other income                                         10,910                   -
                                          ------------------  ------------------
 TOTAL OTHER REVENUE                                 56,248              13,302
                                          ------------------  ------------------

EXPENSES

Selling expenses                                    100,793              95,400
Personnel and consulting expenses                   367,119             493,094
General and administrative expenses                 516,637             571,672
Interest expense                                      9,616               1,838
Unrealized loss on derivative instrument              2,951                   -
                                          ------------------  ------------------
 TOTAL EXPENSES                                     997,116           1,162,004
                                          ------------------  ------------------

Income (loss) before income taxes                    29,434            (739,465)
Provision (benefit) for income taxes                      -                   -
                                          ------------------  ------------------

 NET INCOME (LOSS)                        $          29,434   $        (739,465)
                                          ------------------  ------------------

Basic income (loss) per share             $            0.00   $           (0.07)
                                          ==================  ==================

Basic weighted average number
 of common shares outstanding:                   13,826,055          11,056,632

Diluted income (loss) per share           $            0.00   $           (0.07)
                                          ==================  ==================

Diluted weighted average number
 of common shares outstanding:                   14,466,787          11,056,632

                             See accompanying notes

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

                                       COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
                            Condensed Consolidated Statement of Changes in Shareholders' Interest
                                          For the Three Months Ended March 31, 2011
                                                         (Unaudited)
<S>                           <C>          <C>      <C>           <C>        <C>           <C>        <C>            <C>
                                                                                           RECEI-
                              PREFERRED STOCK       COMMON STOCK                           VABLE                     TOTAL
                              --------------------  -----------------------  CAPITAL IN    FROM                      SHARE-
                              SHARES OUT-           SHARES                   EXCESS OF     CRISNIC    ACCUMULATED    HOLDERS'
                              STANDING     AMOUNT   OUTSTANDING   AMOUNT     PAR VALUE     FUND       DEFICIT        INTEREST
                              -----------  -------  ------------  ---------  ------------  ---------  -------------  ---------

Balance - December 31, 2010         2,427  $60,675   13,824,944   $138,249   $43,484,989   $(22,500)  $(43,010,053)  $ 651,360

 Net income (loss)                                                                                          29,434      29,434
 Common shares issued
   from the exercise of
   stock option grants                  -        -       10,000        100         9,950          -              -      10,050
 Return of shares
   issued to Crisnic                    -        -      (25,000)      (250)      (22,250)    22,500              -           -
 Common shares issued
   to settle accounts
   payable, general and
   accrued expenses                     -        -       25,000        250        26,000          -              -      26,250

Compensation  expense
   from stock option
   grants                               -        -            -          -         4,720          -              -       4,720
                              -----------  -------  ------------  ---------  ------------  ---------  -------------  ---------

BALANCE -
 MARCH 31, 2011                     2,427  $60,675   13,834,944   $138,349   $43,503,409   $      -   $(42,980,619)  $ 721,814
                              ===========  =======  ============  =========  ============  =========  =============  =========
<FN>
                                                    See accompanying notes
</TABLE>
                                     Page 5
<PAGE>
<TABLE>
<CAPTION>
                           PART I.  FINANCIAL INFORMATION (CONTINUED)

                        COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                        Condensed Consolidated Statements of Cash Flows
                                          (Unaudited)
<S>                                                   <C>                   <C>
                                                      THREE MONTHS ENDED    Three months ended
                                                      MARCH 31, 2011        April 30, 2010
                                                      --------------------  --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                    $            29,434   $          (739,465)
 Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
   Depreciation and amortization                                    8,154                13,054
   Deferred rent                                                        -                (4,136)
   Share-based compensation - stock options                         4,720                   (71)
   Accrued stock contribution                                     (10,083)               20,741
   Gains on sale of rental assets                                 (34,728)                    -
   Unrealized loss on derivative instrument                         2,951                     -
 Changes in assets and liabilities:
   Receivables                                                 (1,152,853)             (790,947)
   Prepaid expenses and other current assets                        1,764                   786
   Inventory                                                     (870,228)              108,438
   Accounts payable, accrued expenses and
     other liabilities                                          1,708,077               369,477
                                                      --------------------  --------------------
NET CASH (USED IN) OPERATING ACTIVITIES                          (312,792)           (1,022,123)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                               (14,415)               (1,730)
 Proceeds from sale of rental asset                                43,800                     -
 Increase in security deposits                                     (2,275)                    -
                                                      --------------------  --------------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                27,110                (1,730)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of stock                                            -               575,000
 Proceeds from note payable                                        50,000                     -
 Proceeds from exercise of stock options                           10,050                     -
                                                      --------------------  --------------------
CASH PROVIDED BY FINANCING ACTIVITIES                              60,050               575,000

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                      (225,632)             (448,853)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                  557,018             1,081,328
                                                      ====================  --------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $           331,386   $           632,475
                                                      ====================  ====================
<FN>
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:

     During February 2011, the Company canceled 10,000 common shares previously issued to
Crisnic and canceled the related $9,000 receivable.

     During February 2011, the Company issued 10,000 common shares at $0.99 per share to settle
$9,900 of deferred payroll.

                                     Page 6
<PAGE>
     During January 2011, the Company canceled 15,000 common shares previously issued to Crisnic
and canceled the related $13,500 receivable.

     During January 2011, the Company issued 15,000 common shares at $1.09 per share to settle
$16,350 of accrued liabilities.

     During the three months ended April 30, 2010, we amortized $68,239 of deferred financing
costs related to our equity financing agreement against Capital in Excess of Par Value.

                                     See accompanying notes

</TABLE>






































                                     Page 7
<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 hereto is
unaudited.

     Competitive Technologies, Inc. ("CTTC") and its 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., Europe and Asia, with respect to a broad range of
life and physical sciences, electronics, and nanotechnologies originally
invented by individuals, corporations and universities.

     On November 15, 2010, the Board of Directors of CTTC approved a fiscal
year-end change from July 31 to December 31, in order to align its fiscal
periods with the calendar year.  We filed a Transitional Report on Form 10-Q for
the two and five months ended December 31, 2010, and began a new fiscal year on
January 1, 2011.  CTTC will subsequently file its quarterly and annual reports
for the new fiscal years ending December 31.  CTTC's annual report on Form 10-K
for the fiscal year ending December 31, 2011 will include separate audited
financial statements for the five-month transitional period.

     During the transitional period ended December 31, 2010, the Company
dissolved its wholly owned subsidiary, CTT Trading Company, LLC and absorbed all
of its functions.  These consolidated financial statements include the accounts
of CTTC 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
U.S.  The results for the quarterly period ending March 31, 2011 are not
necessarily indicative of the results that can be expected for the next full
fiscal year ending December 31, 2011.

     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, 2010, filed with the Securities and Exchange Commission
("SEC") on October 27, 2010.

     During the five months ended December 31, 2010, and the quarter ended March
31, 2011, we had a significant concentration of revenues from our Calmare(R)
pain therapy medical device; 94% of gross revenue in the five months ended
December 31, 2010 were attributed to sales and rentals of Calmare(R) devices,
and 99% of gross revenue in the quarter ended March 31, 2011. We continue to
expand our sales activities for the Calmare(R) device and expect the majority of
our revenues to come from this technology for at least the next two fiscal
years. However, we continue to seek revenue from new or existing technologies or
products to mitigate the concentration of revenues, and replace revenues from
expiring licenses and patents on other technologies.

     The Company produced marginal net income this quarter, after having
incurred operating losses each quarter since fiscal 2006. The Company has taken
steps to significantly reduce its operating expenses going forward and expects
revenue from sales of Calmare(R) medical devices to grow. During the five month
transitional period ended December 31, 2010; the Company undertook a major
reduction of its operating expenses through staff reductions and reduced office
space costs. The reduction continued to be implemented into the quarter ended
March 31, 2011, and is expected to reduce non-product costs by $1.5 million
annually, to approximately $3.4 million. However, even at the reduced spending
levels,

                                     Page 8
<PAGE>
should the anticipated increase in revenue from sales of Calmare(R)  devices not
occur the Company may not have sufficient cash flow to fund operating expenses
beyond the third quarter of calendar 2011.  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 recurring revenue streams sufficient to cover operating costs. The
company does not have any significant individual cash or capital requirements in
the budget going forward. If necessary, CTTC will meet anticipated operating
cash requirements by further reducing costs, and/or pursuing sales of certain
assets and technologies while we pursue licensing and distribution opportunities
for our remaining portfolio of technologies. There can be no assurance that the
Company will be successful in such efforts. Failure to develop a recurring
revenue stream sufficient to cover operating expenses would negatively affect
the Company's financial position.

     Our liquidity requirements arise principally from our working capital
needs, including funds needed to sell our current technologies 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, cash flows from operations, if any, including royalty legal
awards, short term borrowing, and sales of common stock.  At March 31, 2011, we
had no outstanding long-term debt, and no credit facility.

     Sales of our Calmare(R) pain therapy medical device continue to be the
major source of revenue for the Company. The Company acquired the exclusive,
worldwide rights to the "Scrambler Therapy (TM)" technology in 2007. The
Company's agreement with Giuseppe Marineo, the inventor of "Scrambler Therapy
(TM)" technology, and Delta Research and Development ("Delta"), authorizes CTTC
to manufacture and sell worldwide the device developed from the patented
"Scrambler Therapy (TM)" technology. The "Scrambler Therapy(TM)" technology is
patented in Italy and applications for patents have been filed in the U.S. and
internationally and are pending approval. The Calmare(R) device has CE Mark
certification from the European Union as well as U.S. FDA 510(k) clearance.


     The agreement with Professor Marineo and Delta enabled the Company to
establish an agreement with GEOMC Co., Ltd. ("GEOMC", formerly Daeyang E & C
Co., Ltd.) of Seoul, South Korea, to manufacture the Calmare(R) pain therapy
medical device, based on Prof. Marineo's "Scrambler Therapy(TM)" technology. The
GEOMC agreement is for a period of ten (10) years and outlines each company's
specific financial obligations.

     The Company has entered into a number of international distribution
agreements, at one time covering nearly 40 countries. The Company conducted a
review of its distribution partners during the five-month period ending December
31, 2010, leading to the termination of CTTC's agreement with Life Episteme
Group, srl ("LEG"). LEG had the distribution rights in 34 countries, but had not
met its minimum obligations to CTTC, and the Company had no indication that LEG
would meet its commitments in the foreseeable future.

     Following the Company's termination of the LEG distribution agreement, the
Company took possession of 55 Calmare(R) devices which LEG had purchased in
fiscal 2010 but had not paid for. The receivable associated with the fiscal 2010
sales was written off as uncollectible and those 55 devices were brought into
the Company's inventory at cost.  Further review of the Company's receivables
found several other small receivables, which were deemed uncollectible and were
also cancelled and included as a bad debt expense in the transitional period
ended December 31, 2010.  Lastly, the Company reversed previously accrued
commissions associated with a cancelled consulting contract relating to the
sales of these devices.

     Following the Company's termination of the LEG distribution agreement, the
Company also revoked LEG's distribution rights in all 34 countries previously
assigned to LEG. LEG has no further right to sell or distribute Calmare(R)
devices in any location. During the quarter ended March 31, 2011, CTTC
contracted a new Managing Director for International Business Development, to
take more active control of its international sales. Through this new
consultant, CTTC has several international distribution agreements in various
stages of negotiation.

                                     Page 9
<PAGE>
     During the quarter ended March 31, 2011, CTTC negotiated a new distribution
agreement with Life Episteme Italia ("LEI") for the countries of Italy and
Malta. As a part of that agreement, LEI purchased 53 of the 55 devices CTTC had
taken back into inventory from LEG. Payments for those sales were to be made in
accordance with the schedule incorporated into the agreement, with the final
payment to be made in the second quarter of CTTC's 2011 fiscal year, but not
later than June 30, 2011. In addition to the purchase of the 53 devices
previously described, the distribution agreement with LEI contained quarterly
and annual marketing and sales requirements which LEI must meet in order to
retain continued exclusivity within LEI's territory.

     In 2010, the Company became its own distributor in the U.S, contracting
with over 20 commissioned sales representatives.  Over the past 18 months, the
Company entered into several sales agreements for the Calmare(R) device.
Additional U.S. sales agreements were finalized during the quarter ended March
31, 2011.  Sales to these physicians and medical practices are generating
revenue for the Company.

     Prior to 2011, we earned revenue in three ways, retained royalties from
licensing our clients' and our own technologies to our customer licensees,
product sales fees in a business model that allows us to share in the profits of
distribution of finished products, and sales of inventory. We recorded revenue
when the terms of the sales arrangement were accepted by all parties, including
a fee that was fixed or determinable, delivery had occurred and our customer had
taken title, and collectability was reasonably assured.

     Prior to 2011, the Company accounted for revenue from device sales in two
ways, depending on the nature of the sale.

     -    Sale of inventory shipped directly from the manufacturer in Korea
          -    The Company recorded revenue net because the manufacturer,
               GEOMC, was responsible for maintaining control of the inventory,
               shipping the device(s), had inventory credit risk and we earned a
               fixed amount.
     -    Sale of inventory located in the United States - The Company recorded
          gross revenue, because it was responsible for the inventory and for
          shipping the device(s).

     Beginning in 2011, we earn revenue in two ways, retained royalties from
licensing our clients' and our own technologies to our customer licensees and
sales of finished products.  We record revenue when the terms of the sales
arrangement are accepted by all parties, including a fee that is fixed and
determinable, delivery has occurred and our customer has taken title, and
collectability is reasonably assured.

     In 2011 the Company took  greater control of the sales process, worldwide.
We are the primary obligor, responsible for delivering devices as well as
training our customer in the proper use of the device.  We deal directly with
customers, setting pricing and providing training; work directly with the
inventor of the technology to develop specifications and any changes thereto and
to select and contract with manufacturing partners; and retain significant
credit risk for amounts billed to customers.  Therefore, all product sales are
now recorded following a gross revenue methodology.

2.     NET INCOME (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:

                             THREE  MONTHS ENDED  Three months ended
                             MARCH 31, 2011       April 31, 2010
                             -------------------  ------------------
Denominator for basic net
  income (loss) per share,
  weighted average shares
  outstanding                         13,826,055          11,056,632
Dilutive effect of common
  stock options                            8,212                 N/A
Dilutive Effect of Series C
  convertible preferred stock            632,520                 N/A

                                    Page 10
<PAGE>
Denominator for diluted net
  income (loss) per share,
  weighted average shares
  outstanding                         14,466,787          11,056,632
                                      ----------          ----------

Options to purchase 714,000 shares of our common stock at April 30, 2010 were
outstanding but were not included in the computation of net income loss per
share for the prior period  because they were anti-dilutive.  In the quarter
ended March 31, 2011, those options with exercise prices less than $1.28,
(average market price for the period) if exercised, would have resulted in
dilution using the treasury stock method.  At March 31, 2011 the Company had
280,000 outstanding options to purchase its common stock, of which only 30,000
options had an exercise price less than $1.28.

3.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     Fair Value Disclosures. In January 2010, the FASB issued an accounting
standards update that requires new disclosures for transfers in and out of
Levels 1 and 2 fair value measurements, and roll forward of activity in Level 3
fair value measurements. The new disclosures are effective for reporting periods
beginning after December 15, 2009, except for the roll forward of activity in
Level 3 fair value measurements. Those disclosures are effective for fiscal
years beginning after December 15, 2010. Upon adoption, this standard did not
have a material impact on the financial statements.

     No other new accounting pronouncements issued or effective during the three
months ended March 31, 2011 has had or is expected to have a material impact on
the consolidated financial statements.

4.     RECEIVABLES

     Receivables consist of the following:

                                           MARCH 31,   December 31,
                                                2011           2010
                                          ----------  -------------
Calmare(R) Sales Receivable               $1,164,781  $           -
Other Receivable                               5,804          7,048
Royalties, net of allowance of $101,154
 at March 31, 2011 and December 31, 2010       7,270         17,954
                                          ----------  -------------
Total receivables                         $1,177,855  $      25,002
                                          ==========  =============


5.     AVAILABLE-FOR-SALE AND EQUITY SECURITIES

     The fair value of the equity securities we held were categorized as
available-for-sale securities, which were carried at a fair value of zero,
consisted of shares in Security Innovation and Xion Pharmaceutical.  We own
223,317 shares of stock in the privately held Security Innovation, an
independent provider of secure software located in Wilmington, MA.

     In September 2009 we announced the formation of a joint venture with Xion
Corporation for the commercialization of our patented melanocortin analogues for
treating sexual dysfunction and obesity. CTTC currently owns 60 shares of common
stock or 33% of the outstanding stock of privately held Xion Pharmaceutical
Corporation.

6.     FAIR VALUE MEASUREMEMENTS

     The  Company  measures  fair value in accordance with Topic 820 of the FASB
Accounting  Standards  Codification  ("ASC"),  "Fair  Value  Measurements  and
Disclosures" ("ASC 820"), which provides a fair value hierarchy that prioritizes
the  inputs  to  valuation  techniques used to measure fair value. The hierarchy
gives  the  highest  priority  to unadjusted quoted prices in active markets for
identical  assets  or  liabilities  (Level  1  measurements)  and  the

                                    Page 11
<PAGE>
lowest  priority to unobservable inputs (Level 3 measurements). The three levels
of  the  fair  value  hierarchy  under  ASC  820  are  described  as  follows:

     Level 1 - Inputs to the valuation methodology are unadjusted quoted prices
               for identical assets or liabilities in active markets that the
               Plan has the ability to access.

     Level 2 - Inputs to the valuation methodology include:

          -    Quoted prices for similar assets or liabilities in active
               markets;

          -    Quoted prices for identical or similar assets or liabilities in
               inactive markets;

          -    Inputs other than quoted prices that are observable for the
               asset or liability;

          -    Inputs that are derived principally from or corroborated by
               observable market data by correlation or other means.

          If the asset or liability has a specified (contractual) term, the
          Level 2 input must be observable for substantially the full term of
          the asset or liability.

     Level 3 - Inputs to the valuation methodology are unobservable and
               significant to the fair value measurement.

     The asset's or liability's fair value measurement level within the fair
value hierarchy is based on the lowest level of any input that is significant to
the fair value measurement. Valuation techniques used need to maximize the use
of observable inputs and minimize the use of unobservable inputs.

     The Company values its derivative liability associated with the variable
conversion feature on its Series C Convertible Preferred Stock (Note 11) based
on the market price of its common stock. For each reporting period the Company
calculates the amount of potential common stock that the Series C Preferred
Stock could convert into based on the conversion formula (incorporating market
value of our common stock) and multiplies those converted shares by the market
price of its common stock on that reporting date. The total converted value is
subtracted by the consideration paid to determine the fair value of the
derivative liability.

     The method described above may produce a fair value calculation that may
not be indicative of net realizable value or reflective of future fair values.
Furthermore, while the Company believes its valuation method is appropriate and
consistent with other market participants, the use of different methodologies or
assumptions to determine the fair value could result in a different fair value
measurement at the reporting date.

     The Company classified the derivative liability of $135,304 and $132,353 at
March 31, 2011 and December 31, 2010, respectively, in Level 2 of the fair value
hierarchy.

     The carrying amounts reported in our Condensed Consolidated Balance Sheet
for Cash and Cash Equivalents, Accounts Receivable, Accounts Payable, Accrued
Expenses and Other Liabilities and Preferred Stock Liability approximate fair
value due to the short-term maturity of those financial instruments.

7.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

     Prepaid expenses and other current assets consist of the following:

                                            MARCH 31, 2011   December 31, 2010
                                           ---------------  ------------------
Prepaid insurance                          $         2,431  $           30,081
Prepaid investor relations service                  20,000              20,000
Travel advances                                     19,000                   -
Other                                               34,757              27,871
                                           ---------------  ------------------
Prepaid expenses and other current assets  $        76,188  $           77,952
                                           ===============  ==================

                                    Page 12
<PAGE>
8.     PROPERTY AND EQUIPMENT

     Property and equipment, net, consist of the following:

                                             MARCH 31, 2011    December 31, 2010
                                           ----------------  -------------------
Property and equipment, gross                      227,377              225,057
Accumulated depreciation and amortization         (189,545)            (184,415)
                                           ----------------  -------------------
     Property and equipment, net           $        37,832   $           40,642
                                           ================  ===================

Depreciation expense was $8,154 during the quarter ended March 31, 2011, and
$13,504 during the quarter ended April 30, 2010.

9.     ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

                                         MARCH 31,   DECEMBER 31,
                                              2011           2010
                                        ----------  -------------

Royalties payable                       $  250,807  $      41,394
Deferred payroll                            10,237         93,167
Accrued legal fees                          26,550         66,251
Accrued accounting fees                     54,064         54,170
Accrued commissions                          8,900              -
Other accrued liabilities                  139,757        152,141
                                        ----------  -------------
Accrued Expenses and Other Liabilities  $  485,595  $     407,123
                                        ==========  =============
10.     NOTE PAYABLE

     In March 2011, the Company issued a 90-day note payable to borrow $50,000.
The proceeds were used for general corporate purposes.  The full amount of
principal and 5.00% simple interest per annum is due on the note's maturity date
of June 15, 2011.

11.     SHAREHOLDERS' INTEREST

     During the three months ended March 31, 2011 and April 30, 2010, the
Company recognized expense (income) of $4,720 and ($71), respectively, for stock
options issued to employees in prior years.

     During the three months ended April 30, 2010, we amortized $68,239 of
deferred financing costs related to our equity financing agreement against
Capital in Excess of Par Value.

     On June 2, 2010, we entered into an agreement with Crisnic Fund, S.A.
("Crisnic") to sell up to two million shares of our common stock to Crisnic at a
15% discount from the volume weighted average price on the date the SEC declared
our registration statement effective.

     Following the closing date for the sale, the stock price went down rapidly,
to the point where Crisnic was unable to complete the funding for the
transaction. Because the stock was trading below the discounted price of $2.04,
portions of the shares could not be sold to third parties at the agreed-upon
price, as had been planned by Crisnic. Shares were sold in several traunches,
initially at the agreed upon price per share of $2.04, and as market conditions
worsened, at lower prices which would still enable the Company to receive the
necessary financing. No shares were sold below $0.90.

     The Company ultimately received approximately $1.6 million for the sale of
1,447,867 shares of common stock (including 75,000 shares given to Crisnic as a
fee). The remaining 627,133 shares of stock were outstanding

                                    Page 13
<PAGE>
and were reflected as a receivable reducing equity in our financial statements
for the quarter ended October 31, 2010.  These shares were valued at $0.90.
Plans to sell these shares had been halted due to market conditions.  In
November 2010, the Company and Crisnic agreed to cancel 602,133 common shares
previously issued on subscription and canceled the related $541,920 receivable.
During January 2011 the Company and Crisnic canceled 15,000 additional shares
previously issued on subscription and canceled the related $13,500 receivable.
During February 2011 the Company and Crisnic canceled 10,000 additional shares
previously issued on subscription and canceled the related $9,000 receivable.

     The 627,133 shares were reissued. In November 2010, the Company issued
69,528 shares to attorneys and the contractor where the CEO is employed to
settle $85,900 of accounts payable.  In December 2010, an additional 532,605
shares were sold for approximately $505,000.  In January 2011 the Company issued
15,000 shares to attorneys to settle $16,350 of accrued liabilities.  In
February 2011 the Company issued 10,000 shares to the Company Executive Vice
President to settle $9,900 of deferred payroll.

     At its December 2, 2010 meeting, the CTTC Board of Directors declared a
dividend distribution of one right (each, a "Right") for each outstanding share
of common stock, par value $0.01, of the Company (the "Common Shares").  The
dividend is payable to holders of record as of the close of business on December
2, 2010 (the "Record Date").  Issuance of the dividend may be triggered by an
investor purchasing more than 20% of the outstanding shares of common stock.
This shareholder rights plan and the subsequent authorization of 20,000 shares
of Class B Preferred Stock were announced with a Form 8-K filing on December 15,
2010, following CTTC's finalization of the Rights Agreement with CTTC's Rights
Agent, American Stock Transfer & Trust Company, LLC.  The Rights Agreement was
filed with the December 15, 2010, Form 8-K.  It is intended to provide the CTTC
Board of Directors with time for proper valuation of the Company should other
entities attempt to purchase a controlling interest of CTTC shares.

     On December 15, 2010 the Company issued a $400,000 promissory note. The
promissory note was scheduled to mature on December 31, 2012 with an annual
interest rate of 5%.

     On December 15, 2010, the Company's Board of Directors authorized the
issuance of 750 shares of Series C Convertible Preferred Stock ($1,000 par
value) with a 5% cumulative dividend to William R. Waters, Ltd. of Canada. On
December 30, 2010, 750 shares were issued. The Company converted the $400,000
promissory note into 400 shares and received cash of $350,000 for the remaining
350 shares. These transactions were necessitated to replenish the Company's
operating cash which had been drawn down by the $750,000 cash collateral
previously posted by CTTC in a prejudgment remedy action styled John B. Nano v.
Competitive Technologies, Inc., Docket No. CV10 5029318 (Superior Court,
Bridgeport, CT), see Note 12 below for details.

     The rights of the Series C Convertible Preferred Stock are as follows:

     Dividend rights - The shares of Series C Convertible Preferred Stock accrue
     a 5% cumulative dividend on a quarterly basis and is payable on the last
     day of each fiscal quarter when declared by the Company's Board. As of
     March 31, 2011, the Board of Directors has declared no dividends. The
     undeclared cumulative dividends on the Company's convertible preferred
     stock at March 31, 2011 is $9,375.

     Voting rights - Holders of these shares of Series C Convertible Preferred
     Stock shall have voting rights equivalent to 1,000 votes per $1,000 par
     value Series C Convertible Preferred share voted together with the shares
     of common stock

     Liquidation rights - Upon any liquidation these Series C Convertible
     Preferred Stock shares shall be treated as equivalent to shares of Common
     stock to which they are convertible.

     Redemption rights -
     -    Holder may demand redemption of outstanding Series C Convertible
          Preferred Stock shares by the Company at a price equal to par plus any
          accrued but unpaid dividends in the event that the $750,000 escrow by
          the Company has been released and returned to the company.

                                    Page 14
<PAGE>
     -    The Company may upon notice to holder redeem all or any portion of
          outstanding Series C Convertible Preferred Stock shares by the Company
          at a price equal to par plus any accrued but unpaid dividends in the
          event that the $750,000 escrow by the Company has been released and
          returned to the company. However, the holder may elect to convert (see
          conversion rights below) the preferred shares upon receipt of such
          notice.

     Conversion rights - Holder has right to convert each share of Series C
Convertible Preferred Stock at any time into shares of the Company's common
stock at a conversion price for each share of common stock equal to 85% of the
lower of (1) the closing market price at the date of notice of conversion or (2)
the mid-point of the last bid price and the last ask price on the date of the
notice of conversion. The variable conversion feature creates an embedded
derivative that was bifurcated from the Series C Convertible Preferred Stock on
the date of issuance and was recorded at fair value. The derivative liability
will be recorded at fair value on each reporting date with any change recorded
in the Statement of Operations as an unrealized gain (loss) on derivative
instrument. The Company recorded a convertible preferred stock derivative
liability of $135,304 and $132,353 at March 31, 2011 and December 31, 2010,
respectively.

     The Company has classified the Series C Convertible Preferred Stock as a
liability at March 31, 2011 and December 31, 2010 because the variable
conversion feature may require the Company to settle the conversion in a
variable number of its common shares.

12.     CONTRACTURAL OBLIGATIONS AND CONTINGENCIES

     As of March 31, 2011, CTTC and its majority-owned subsidiary, VVI, have
remaining obligations, contingent upon receipt of certain revenue, to repay up
to $199,006 and $202,124, respectively, in consideration of grant funding
received in 1994 and 1995.  CTTC 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 recognize these obligations when we receive revenue related to the
grant funds.  We recognized $1,382 of these obligations during the quarter ended
April 30, 2010.

     On November 22, 2010, the Company terminated our operating lease and paid
the landlord all existing obligations thereto. The Company then entered into a
new, three-year operating lease for new, more appropriately sized office spaces.
The obligations are significantly less that the previous lease, averaging
$70,000 per year for the three-year term. Under the previous lease, rent and
utility obligations would have been approximately $300,000 per year for that
same period.

     In January 2011, the Company entered into a two-year lease effective
February 1, 2011 for additional office space for the sales and training staff in
Charlotte, NC.  Obligations under this lease average $27,000 per year for the
two-year term.

     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. 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. On July
30, 2009, the U.S. Patent and Trademark Office's Board of Patent Appeals and
Interferences (BPAI) upheld the homocysteine patent. In September 2008, the
examiner had denied the patent, but that denial was overruled by the BPAI. While
the examiner had appealed that BPAI decision, delaying further action, that
appeal was also denied by the BPAI on December 13, 2010. Future action on this
case

                                    Page 15
<PAGE>
pends final documentation of the BPAI denial from the USPTO, prior to being
returned to the U.S. District Court for the District of Colorado.

     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.  CTTC 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, holding that the ALJ erred in shifting
the burden of proof to CTTC based on a mere inference of discrimination and
remanding the case to the ALJ for clarification of the judge's analysis under
the appropriate burden of proof.  In January 2009, the ALJ ruled in favor of
CTTC on the ARB remand.  The employee has now appealed the January 2009 ALJ
ruling to the ARB and we await the ARB's decision. The employee had previously
requested reconsideration of the ARB order of remand based on the Board's
failure to address the employee's appeal issues; that request was denied by the
ARB in October 2008.

     In August 2007, the same former employee filed a new SOX whistleblower
complaint with OSHA alleging that in April 2007 CTTC and its former general
counsel retaliated against the employee for past-protected conduct by refusing
to consider the employee's new employer when awarding a consulting contract. In
March 2008, OSHA dismissed the employee's complaint citing the 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. In October 2008, the
former employee moved to voluntarily dismiss with prejudice the case before the
ALJ. We anticipate no further action on this matter.

     On September 5, 2008, CTTC filed a complaint in the U.S. District Court for
the District of Connecticut against the former employee seeking a declaration
that CTTC did not violate SOX as alleged in the employee's 2007 OSHA complaint,
and to recover approximately $80,000 that CTTC 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. On July 1, 2009, the judge ruled in favor of the
former employee's motion to dismiss. The court abstained from ruling on the
question of unjust enrichment due to the unresolved questions before the
Department of Labor Administrative Review Board.

     On December 4, 2008, the former employee filed a complaint with the
Department of Labor asking to have the Connecticut case dismissed. On June 1,
2009, the Department dismissed the former employee's complaint, finding that
"there is no reasonable cause to believe that the Respondent (CTTC) violated
SOX". We anticipate no further action on this matter.

     John B. Nano vs. Competitive Technologies, Inc. (Arbitration) - On
September 3, 2010, the Board of Directors of CTTC removed John B. Nano as an
Officer of the Corporation, in all capacities, for cause, consisting of
violation of his fiduciary duties to the Corporation and violation of the CTTC
Corporate Code of Conduct. On September 13, 2010, the Board of Directors also
removed John B. Nano as a Director of the Corporation, in all capacities, for
cause, consisting of violation of his fiduciary duties to the Corporation and
violation of the CTTC Corporate Code of Conduct. Details of these actions are
outlined in Form 8-K filings with the SEC on September 13, 2010, and September
17, 2010. Mr. Nano was previously the Chairman of the Board of Directors,
President and Chief Executive Officer of CTTC.

     On September 13, 2010, Mr. Nano brought an arbitration claim to the
American Arbitration Association against CTTC. Mr. Nano's employment contract
with the Company had called for arbitration, which Mr. Nano has been requested
to resolve this conflict. Mr. Nano is seeking $750,000 that he claimed is owed
under his contract had he been terminated without cause.


                                    Page 16
<PAGE>
     On September 23, 2010 the Company was served notice that John B. Nano,
CTTC's former Chairman, President and CEO had filed a Notice of Application for
Prejudgment Remedy/Claim of $750,000 and an Application for an Order Pendente
Lite for breach of his employment contract with us. The applications were filed
in the State of Connecticut Superior Court in Bridgeport, CT. In November 2010,
the Company funded $750,000 as a Prejudgment Remedy held in escrow with the
Company's counsel and has included this amount as restricted cash on the March
31, 2011 and December 31, 2010 balance sheets. The case is still proceeding
through the arbitration process. The initial arbitration hearing began in April
2011; however, additional dates are required and have been scheduled for late
May 2011. The arbitration is expected to take several more months. The Company
does not believe it is liable to the former Chairman, President and CEO as he
was terminated for cause.

     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.
























                                    Page 17
<PAGE>
     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, 2010,
filed with the Securities and Exchange Commission ("SEC") on October 27, 2010,
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. ("CTTC") was incorporated in Delaware in
1971, succeeding an Illinois corporation incorporated in 1968.  CTTC and its
majority owned subsidiary (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 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.

     Our revenue fluctuates due to changes in revenue of our customers, upfront
license fees, new licenses granted, new distribution agreements, expiration of
existing licenses or agreements, and/or the expiration or economic obsolescence
of patents underlying licenses or products.

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

     We earn revenue from retained royalties from licensing our clients' and our
own technologies to our customer licensees and sales of finished products. Our
customers pay us license fees, royalties based on usage of a technology, or per
unit fees, and we share that revenue with our clients.

     We recognize revenue from sales of our Calmare(R) pain therapy medical
device as devices are shipped to our customers, whether from the manufacturer in
Korea or from our inventory. We record revenue when the terms of the sales
arrangement are accepted by all parties, including a fee that is fixed and
determinable, delivery has occurred, and our customer has taken title, and
collectability is reasonably assured.

     In previous periods, direct shipments from the manufacturer to the customer
were reported net of certain costs.  Since the Company has taken greater control
of the sales process, worldwide, we are the primary obligor, responsible for
delivering devices as well as training our customer in the proper use of the
device.  We deal directly with customers, setting pricing and providing
training; work directly with the inventor of the technology to develop
specifications and any changes thereto and to select and contract with
manufacturing partners; and retain significant credit risk for amounts billed to
customers.  Therefore, product sales are now, in 2011, recorded following a
gross revenue methodology.  We record in PRODUCT SALES, the total funds invoiced
and received from customers and record the costs of the device as COST OF
PRODUCT SALES, with GROSS PROFIT FROM PRODUCT SALES being the result.

     Sales of our Calmare(R) pain therapy medical device continue to be the
major source of revenue for the Company. The Company acquired the exclusive,
worldwide rights to the "Scrambler Therapy (TM)" technology in 2007. The


                                    Page 18
<PAGE>
Company's agreement with Giuseppe Marineo, the inventor of "Scrambler Therapy
(TM)" technology, and Delta Research and Development ("Delta"), authorizes CTTC
to manufacture and sell worldwide the device developed from the patented
"Scrambler Therapy (TM)" technology. The "Scrambler Therapy (TM)" technology is
patented in Italy and applications for patents have been filed in the U.S. and
internationally and are pending approval. The Calmare(R) device has CE Mark
certification from the European Union as well as U.S. FDA 510(k) clearance.

     The agreement with Professor Marineo and Delta enabled the Company to
establish an agreement with GEOMC Co., Ltd. ("GEOMC", formerly Daeyang E & C
Co., Ltd.) of Seoul, South Korea, to manufacture the Calmare(R) pain therapy
medical device, based on Prof. Marineo's "Scrambler Therapy(TM)" technology. The
GEOMC agreement is for a period of ten (10) years and outlines each company's
specific financial obligations.

     The Company has entered into a number of international distribution
agreements, at one time covering nearly 40 countries. The Company conducted a
review of its distribution partners during the five-month period ending December
31, 2010, leading to the termination of CTTC's agreement with Life Episteme
Group, srl ("LEG"). LEG had the distribution rights in 34 countries, but had not
met its minimum obligations to CTTC, and the Company had no indication that LEG
would meet its commitments in the foreseeable future.

     Following the Company's termination of the LEG distribution agreement, the
Company took possession of 55 Calmare(R) devices ("device") which LEG had
purchased in fiscal 2010 but had not paid for.  The receivable associated with
the fiscal 2010 sales was written off as uncollectable and those 55 devices were
brought into the Company's inventory at cost.  Further review of the Company's
receivables found several other small receivables which were deemed
uncollectable and were also cancelled and included as a bad debt expense in the
transitional period ended December 31, 2010.  Lastly, the Company reversed
previously accrued commissions associated with a cancelled consulting contract
relating to the sales of these devices.

     Following the Company's termination of the LEG distribution agreement, the
Company also revoked LEG's distribution rights in all 34 countries previously
assigned to LEG.  LEG has no further right to sell or distribute Calmare(R)
devices in any location.  During the quarter ended March 31, 2011, CTTC
contracted a new Managing Director for International Business Development, to
take more active control of its international sales.  Through this new
consultant, CTTC has several international distribution agreements in various
stages of negotiation

     During the quarter ended March 31, 2011, CTTC negotiated a new distribution
agreement with Life Episteme Italia ("LEI") for the countries of Italy and
Malta.  As a part of that agreement, LEI purchased 53 of the 55 devices CTTC had
taken back into inventory from LEG.  Payments for those sales were to be made in
accordance with the schedule incorporated into the agreement, with the final
payment to be made in the second quarter of CTTC's 2011 fiscal year, but not
later than June 30, 2011.  In addition to the purchase of the 53 devices
previously described, the distribution agreement with LEI contained quarterly
and annual marketing and sales requirements which LEI must meet in order to
retain continued exclusivity within LEI's territory.

     In 2010, the Company became its own distributor in the U.S, contracting
with over 20 commissioned sales representatives.  Over the past 18 months, the
Company entered into several sales agreements for the Calmare(R) device.
Additional U.S. sales agreements were finalized during the quarter ended March
31, 2011.  Sales to these physicians and medical practices are generating
revenue for the Company.

     On November 15, 2010, the Board of Directors of CTTC approved a fiscal
year-end change from July 31 to December 31, in order to align its fiscal
periods with the calendar year.  The Company filed a Transitional Report on Form
10-Q for the two and five months ended December 31, 2010.  CTTC will
subsequently file its quarterly and annual reports for fiscal years ending
December 31.  CTTC's annual report on Form 10-K for the fiscal year ending
December 31, 2011 will include separate audited financial statements for the
five-month transitional period.

PRESENTATION

     We rounded all amounts in this Item 2 to the nearest thousand dollars.
Certain amounts may not total precisely.

                                    Page 19
<PAGE>
     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 MARCH 31, 2011 VS. THREE MONTHS ENDED
APRIL 30, 2010

     SUMMARY OF RESULTS

     We produced a marginal net income attributable to common shareholders of
$29,000 or $0.00 per basic and diluted share for the three months ended March
31, 2011, compared to a net loss of $739,000 or $0.07 per basic and diluted
share for the three months ended April 30, 2010.  As explained in detail below,
the net income reflects an increase of $1,309,000 in gross revenue, an increase
of $561,000 in gross profit from product sales and a decrease in other expenses
of $165,000.

     REVENUE AND GROSS PROFIT FROM SALES

     Revenue from product sales:  In the three months ended March 31, 2011, we
recorded $1,827,000 in revenue from the sale and shipment of 71 (63
internationally, 8 domestic) Calmare(R) pain therapy medical devices; with a
cost of product sales of $857,000.  In the three months ended April 30, 2010, we
recorded $518,000 in revenue from the sale and shipment of 43 Calmare(R) pain
therapy medical devices, with a cost of product sales of $108,000.

     OTHER REVENUE

     Gain on sale of rental asset for the quarter ended March 31, 2011 included
$35,000 from the conversion of a rental contract for one Calmare(R) pain therapy
medical device into an outright sale of the device. There were no such rental
asset conversions in the quarter ended April 30, 2011.

     Retained royalties for the three months ended March 31, 2011, were $11,000,
which was $2,000, or 15% less than the $13,000 of retained royalties reported in
the three months ended April 30, 2010.

     Other income for the three months ended March 31, 2011, was $11,000,
primarily rental income from customers who were renting Calmare(R) pain therapy
medical devices from us. No other income was reported in the three months ended
April 30, 2010.

     EXPENSES

     Total expenses were $997,000 in the three months ended March 31, 2011
compared to $1,162,000 in the three months ended April 30, 2010, a decrease of
$165,000 or 14%.

     Selling expenses were $101,000 in the three months ended March 31, 2011,
compared to $95,000 in the three months ended April 30, 2010. The increase of
$6,000 was primarily due to an additional $70,000 in commission expenses related
to sales of Calmare(R) devices, which was off set by a $35,000 reduction in
translation, legal and other services directly related to "Scrambler Therapy"
and the Calmare(R) devices, and a reduction of $29,000 associated with other
technologies.

     Personnel and consulting expenses were $367,000 in the three months ended
March 31, 2011, as compared to $493,000 in the three months ended April 30,
2010. Personnel and related benefit expenses were lower ($191,000) in the
quarter ended March 31, 2011, due to the reduction of the staff size from ten
(10) in April 2010 to seven (7) at the end of March 31, 2011, and the associated
reduction in salaries and benefits. In the prior year quarter we incurred
recruiting expenses ($25,000) related to the hiring of a US sales manager and
sales representatives, which did not recur in the quarter ended March 31, 2011.
The decrease was offset somewhat by increased compensation expense related to
stock options of $5,000 and increased consulting fees ($85,000), primarily due
to work related to Federal government sales of our Calmare(R) device, the
management services of our current CEO, and the work of the newly contracted
Managing Director for International Business Development.

                                    Page 20
<PAGE>
     General and administrative expenses decreased $55,000 in the three months
ended March 31, 2011, compared to the three months ended April 30, 2010.  The
change is primarily due to the decreases in rent and associated expenses
($50,000), a reduction in consulting expenses ($83,000) due to training now
being accomplished by employees rather than consultants and not renewing other
consulting agreements, and a reduction in expenses associated with being a
public company ($33,000), primarily due to the change in the Company's fiscal
year and the listing change from the NYSE Amex to the OTCQX exchange.  Marketing
expenses also decreased ($33,000) as the Company no longer contracts with a
public relations firm directly, which it did in the prior year quarter.  These
reductions were offset by increases in legal fees of $144,000 associated with
increased Board activity relating to the termination of the former CEO and the
legal activity relating to the former CEO challenging his termination for cause,
now in arbitration.

     FINANCIAL CONDITION AND LIQUIDITY

     Our liquidity requirements arise principally from our working capital
needs, including funds needed to find and market new or existing 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, and
sales of common stock.  At March 31, 2011, we had no outstanding long-term debt
or credit facility.

     Our future cash requirements depend on many factors, including results of
our operations and marketing efforts, results and costs of our legal
proceedings, and our equity financing. To achieve and sustain profitability, we
must increase the number of distributors for our products, broaden the base of
technologies for distribution, license technologies with sufficient current and
long-term revenue streams, and add new licenses. Obtaining rights to new
technologies, granting rights to licensees and distributors, enforcing
intellectual property rights, and collecting revenue are subject to many
factors, some of which are beyond our control. Although we cannot be certain
that we will be successful in these efforts, we believe the combination of our
cash on hand and revenue from executing our strategic plan will be sufficient to
meet our obligations of current and anticipated operating cash requirements.

     In fiscal 2010, the Company incorporated revenue from the sale of inventory
into its revenue stream.  That source of revenue is expected to continue as
sales of its Calmare  pain therapy medical device continue to expand and other
products are added to the Company's portfolio of technologies.

     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 March 31, 2011, the Company's balance sheet showed cash and cash
equivalents of $331,000.  This is compared to $557,000 cash and cash equivalents
at December 31, 2010.   In addition the Company has $750,000 of restricted cash
held in escrow as a Prejudgment Remedy associated with the arbitration case
involving our former Chairman, President and CEO.  The net income of $29,000 for
the three months ended March 31, 2011 contained non-cash outflow of $29,000 and
net cash outflow related to changes in assets and liabilities of $313,000,
resulting in cash used in operations of $313,000.  During the three-month period
ending March 31, 2011, the company issued a note payable to borrow $50,000,
issued 25,000 shares of common stock to pay down $26,000 in accrued liabilities,
and options to purchase 10,000 shares of common stock were exercised for
approximately $10,000. Lastly, the Company invested $14,000 in the purchase of
property and equipment and received $44,000 related to the sale of rental
assets.

     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
enough to utilize the benefit of the remaining NOLs before they expire.

                                    Page 21
<PAGE>
GOING CONCERN

     While the Company produced net income in the quarter ended March 31, 2011,
we had incurred operating losses since fiscal 2006.  During the five month
transition period ended December 31, 2010 and into the quarter ended March 31,
2011, we had a significant concentration of revenues from our Calmare(R) pain
therapy medical device technology.  We continue to seek revenue from new
technologies or products to mitigate the concentration of revenues, and replace
revenues from expiring licenses on other technologies.

     Although we have taken steps to significantly reduce operating expenses
going forward, even at these reduced spending levels, should the anticipated
increase in revenue from sales of Calmare(R) medical devices not occur the
Company may not have sufficient cash flow to fund operating expenses beyond the
third quarter of calendar 2011. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

     The Company's continuation as a going concern is dependent upon its
developing recurring revenue streams sufficient to cover operating costs. The
company does not have any significant individual cash or capital requirements in
the budget going forward. During the transitional period ended December 31,
2010, the Company undertook a major reduction of its operating expenses through
staff reductions and reduced office space costs. The reduction continued to be
implemented into the quarter ended March 31, 2011 and is expected to reduce
costs by $1.5 million annually, to approximately $3.4 million. If necessary, the
Company will meet anticipated operating cash requirements by further reducing
costs, and/or pursuing sales of certain assets and technologies while we pursue
licensing and distribution opportunities for our remaining portfolio of
technologies. There can be no assurance that the Company will be successful in
such efforts. Failure to develop a recurring revenue stream sufficient to cover
operating expenses would negatively affect the Company's financial position.

CAPITAL REQUIREMENTS

     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.

     All purchases under $1,000 are expensed. We expect capital expenditures to
be less than $50,000 in the coming year.

     CONTRACTUAL OBLIGATIONS AND CONTINGENCIES

     Because the former Chairman, President and CEO, John B. Nano, was
terminated for cause in September 2010, the Company does not believe it has any
remaining contractual obligations under his terminated employment agreement (See
Note 12. Contingencies).

     On November 22, 2010, the Company terminated our operating lease and paid
the landlord all existing obligations thereto. The Company then entered into a
new, three-year operating lease for new, more appropriately sized office spaces.
The obligations are significantly less that the previous lease, averaging
$70,000 per year for the three-year term. Under the previous lease, rent and
utility obligations would have been approximately $300,000 per year for that
same period.

     In January 2011, the Company entered into a two-year lease effective
February 1, 2011 for additional office space for the sales and training staff in
Charlotte, NC. Obligations under this lease average $27,000 per year for the
two-year term.

     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.

                                    Page 22
<PAGE>
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 March 31, 2011, CTTC and its majority-owned subsidiary, VVI, have
remaining obligations, contingent upon receipt of certain revenue, to repay up
to $199,006 and $202,124, respectively, in consideration of grant funding
received in 1994 and 1995.  CTTC 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 recognize these obligations when we receive revenue related to the
grant funds.  We recognized $1,382 of these obligations during the quarter ended
April 30, 2010.

     We engage independent consultants who provide us with business development
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.  For the three months ended March 31, 2011, we recorded
approximately $73,000, of these contingent compensation expenses.  In the three
months ended April 30, 2010, we incurred approximately $4,000 of such expense.

     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,
2010.

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 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 March 31, 2011.  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,
management concluded that our disclosure controls and procedures were effective
as of March 31, 2011.

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

     While there were personnel changes during the period ending March 31, 2011,
there were no changes in our internal control over financial reporting during
that period that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

                                    Page 23
<PAGE>
PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

     See Part I, Note 12 to the accompanying unaudited condensed consolidated
financial statements of this Transition Report on Form 10-Q.

Item 1A.     Risk Factors

     We disclosed the risk factors related to our business and the market
environment in our Annual Report on Form 10-K for the fiscal year ended July 31,
2010.  Between July 31, 2010 and May 19, 2011, the Company has taken several
actions that we believe will reduce the Company's risk.  These include lowering
costs through staff reductions and office relocation, developing additional
sales, and obtaining additional capital.

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

     None.

Item 3.     Defaults Upon Senior Securities

     None

Item 5.     Other Information

     None.

Item 6.     Exhibits

31.1    Certification by the Chief Executive 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)).

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

32.2    Certification by the 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 24
<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/ Johnnie D. Johnson.
                              --------------------------
                              Johnnie D. Johnson
                              Chief Executive Officer,
                              Chief Financial Officer, Chief Accounting
                              Officer and Authorized Signer

May 19, 2011


































                                    Page 25
<PAGE>

                               INDEX TO EXHIBITS

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


     31.1    Certification by the Chief Executive 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)).

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

     32.2    Certification by the 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 26