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 April 30, 2010
                 ---------------------------------------------

                                       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

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

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

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

                                      N/A
--------------------------------------------------------------------------------
   (Former name, 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 June 14,
2010 was 11,596,068 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 April 30, 2010
          (unaudited) and July 31, 2009........................................3

     Condensed Consolidated Statements of Operations for the
          three months ended April 30, 2010 (unaudited) and 2009........  .....4

     Condensed Consolidated Statements of Operations for the
          nine months ended April 30, 2010 (unaudited) and 2009.......... .....5

     Condensed Consolidated Statement of Changes in Shareholders'
          Interest for the nine months ended April 30, 2010.(unaudited)... ....6

     Condensed Consolidated Statement of Cash Flows for the
          nine months ended April 30, 2010 (unaudited) and 2009.... ...........7

     Notes to Condensed Consolidated Interim Financial Statements
          (unaudited).....................................................8 - 16

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations......................................17 - 25

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........26

Item 4.  Controls and Procedures..............................................26

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

Item 1.  Legal Proceedings....................................................27

Item 1A. Risk factors.........................................................27

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........27

Item 3.  Defaults Upon Senior Securities......................................27

Item 4.  Submission of Matters to a Vote of Security Holders..................28

Item 5.  Other................................................................28

Item 6.  Exhibits.............................................................28

Signatures....................................................................29

Exhibit Index.................................................................30

                                     Page 2
<PAGE>
PART I.  FINANCIAL INFORMATION
------------------------------
ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                     Condensed Consolidated Balance Sheets

                                               APRIL 30, 2010    July 31, 2009
                                              ----------------  ---------------
                                                   (UNAUDITED)
ASSETS
Current Assets:
 Cash and cash equivalents                    $       632,475   $      752,071
 Receivables, net of allowance of $101,154
   at April 30, 2010 and July 31, 2009                934,077          199,619
 Inventory                                            325,314                -
 Prepaid expenses and other current assets            109,252          206,789
                                              ----------------  ---------------
   Total current assets                             2,001,118        1,158,479

Property and equipment, net                           164,366          203,012
Deferred financing costs, net                          68,896           40,000
                                              ----------------  ---------------

TOTAL ASSETS                                  $     2,234,380   $    1,401,491
                                              ================  ===============

LIABILITIES AND SHAREHOLDERS' INTEREST
Current Liabilities:
 Accounts payable                             $       491,273   $      352,543
 Accrued expenses and other liabilities             1,016,355          682,362
                                              ----------------  ---------------
   Total current liabilities                        1,507,628        1,034,905

Deferred Rent                                          70,506           81,418
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, 11,322,458 and
   9,819,027 shares issued and
   outstanding, respectively                          113,224           98,190
 Capital in excess of par value                    40,484,258       37,887,925
 Accumulated deficit                              (40,001,911)     (37,761,622)
                                              ----------------  ---------------
   Total shareholders' interest                       656,246          285,168
                                              ----------------  ---------------

TOTAL LIABILITIES AND SHAREHOLDERS' INTEREST  $     2,234,380   $    1,401,491
                                              ================  ===============

                             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 April 30,
                                                     2010               2009
                                            --------------  -----------------
REVENUE
Product sales                               $     517,675   $          7,659
Retained royalties                                 13,287            159,278
Investment income                                      15                240
                                            --------------  -----------------
                                                  530,977            167,177
EXPENSES
Cost of product sales                             108,438                165
Personnel and other direct expenses
   relating to revenue                            588,494            448,909
General and administrative expenses               571,672            473,447
Interest Expense                                    1,838              1,752
                                            --------------  -----------------
                                                1,270,442            924,273

(Loss) before income taxes                       (739,465)          (757,096)
Provision (benefit) for income taxes                    -                  -
                                            --------------  -----------------

NET (LOSS)                                  $    (739,465)  $       (757,096)
                                            ==============  =================

Basic and diluted (loss) per share          $       (0.07)  $          (0.09)
                                            ==============  =================


Basic and diluted weighted average number
 of common shares outstanding:                 11,056,632          8,815,387

                             See accompanying notes

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

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
                                  (Unaudited)

                                                Nine months ended April 30,
                                                    2010               2009
                                            -------------  -----------------
REVENUE
Product sales                               $    805,040   $          8,493
Retained royalties                                51,019            213,037
Investment income                                     63              7,204
Gain on sale of rental assets                     81,203                  -
Other income                                       6,132             70,991
                                            -------------  -----------------
                                                 943,457            299,725
                                            -------------  -----------------
EXPENSES
Cost of product sales                            117,474                572
Personnel and other direct expenses
   relating to revenue                         1,541,524          1,609,095
General and administrative expenses            1,518,799          1,744,047
Patent enforcement expenses, net of
   reimbursements                                      -              1,852
Interest Expense                                   5,949              1,752
Insurance recovery                                     -           (400,000)
                                            -------------  -----------------
                                               3,183,746          2,957,318
                                            -------------  -----------------

(Loss) before income taxes                    (2,240,289)        (2,657,593)
Provision (benefit) for income taxes                   -                  -
                                            -------------  -----------------

NET (LOSS)                                  $ (2,240,289)  $     (2,657,593)
                                            =============  =================

Basic and diluted (loss) per share          $      (0.21)  $          (0.31)
                                            =============  =================


Basic and diluted weighted average number
 of common shares outstanding:                10,483,154          8,485,935


                             See accompanying notes

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

                                       COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
                             Condensed Consolidated Statement of Changes in Shareholders' Interest
                                          For the nine months ended April 30, 2010
                                                       (Unaudited)

<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, 2009             2,427  $  60,675    9,819,027  $ 98,190  $  37,887,925   $(37,761,622)  $      285,168

 NET (LOSS)                                                                                    (2,240,289)      (2,240,289)

 Compensation expense
   from stock option grants                                                        162,992                         162,992
 Stock issued to Directors                                 10,000       100         18,550                          18,650
 Issuance of Fusion initial
   commitment shares                                       86,933       869        211,247                         212,116
 Sale of shares to Fusion                               1,406,498    14,065      2,435,937                       2,450,002
 Amortization of deferred
   financing costs related
   to Fusion shares                                                               (232,393)                       (232,393)
                              -----------  ---------  -----------  --------  --------------  -------------  ---------------

BALANCE - APRIL 30, 2010            2,427  $  60,675   11,322,458  $113,224  $  40,484,258   $(40,001,911)  $      656,246
 (Unaudited)                  ===========  =========  ===========  ========  ==============  =============  ===============

<FN>
                                                  See accompanying notes

</TABLE>

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

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statement of Cash Flows
                                  (Unaudited)

                                                   Nine months ended April 30,
                                                       2010               2009
                                               -------------  -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                    $ (2,240,289)  $     (2,657,593)
 Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization                     41,710             46,845
   Deferred rent                                    (10,912)             2,236
   Share-based compensation - stock options         162,992            188,526
   Accrued stock contribution                        35,583            (67,632)
   Gain on sale of rental assets                    (81,203)                 -
   Stock Issued as compensation for
     services provided                                    -             13,000
   Security Deposit used as rent payment                  -             36,813
 Changes in assets and liabilities:
   Receivables                                     (734,458)          (250,520)
   Inventory                                       (325,314)                 -
   Prepaid expenses and other current assets         97,537            176,379
   Accounts payable, accrued expenses and
     other liabilities                              455,790           (355,423)
                                               -------------  -----------------
Net cash (used in) operating activities          (2,598,564)        (2,867,369)
                                               -------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                (25,730)            (1,490)
 Proceeds from sales of rental assets               103,868                  -
                                               -------------  -----------------
Net cash (used in) provided by investing
 activities                                          78,138             (1,490)
                                               -------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of stock                      2,450,002          1,011,499
 Deferred finance charges                           (49,172)            (5,670)
                                               -------------  -----------------
Net cash provided by financing activities         2,400,830          1,005,829
                                               -------------  -----------------

Net (decrease) in cash and cash equivalents        (119,596)        (1,863,030)
Cash and cash equivalents at beginning
 of period                                          752,071          2,237,095
                                               -------------  -----------------

Cash and cash equivalents at end of period     $    632,475   $        374,065
                                               =============  =================

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:

     On October 2, 2009 the Company issued 86,933 registered shares of Common
Stock valued at $212,116 to Fusion Capital II, LLC ("Fusion Capital") as initial
commitment shares per our equity financing agreement, dated August 6, 2009.  On
January 4, 2010, the Company issued 10,000 shares valued at $18,650 as
compensation to four non-employee directors under the 1996 Directors' Stock
Participation Plan which was previously accrued.

     During the first nine months of fiscal 2010, we amortized $232,393 of
deferred financing costs related to our equity financing agreement against
Capital in Excess of Par Value.

                             See accompanying notes

                                     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 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 by our
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 and nine months ended April
30, 2010 are not necessarily indicative of the results that can be expected for
the full fiscal year ending July 31, 2010.

     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, 2009, filed on October 27, 2009.

     The Company has incurred operating losses since fiscal 2006. At current
reduced spending levels, the Company may not have sufficient cash flow to fund
operating expenses beyond the third quarter of fiscal 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, we 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.

     In addition, we will sell shares to Fusion Capital Fund II, LLC ("Fusion
Capital") per our August 6, 2009 Agreement, on an as-needed basis, when the
Company's stock price is at or above $1.00 per share.  There can be no assurance
that the Company will be successful in these revenue-generating efforts or that
we will be able to obtain alternative financing should our stock price fall
below $1.00 per share.

     As required by the rules of the NYSE Amex, LLC (the "Exchange"), on June 4,
2010 the Exchange notified CTT that the Exchange intended to file a delisting
application with the Securities and Exchange Commission ("SEC") to strike the
listing of CTT's securities from the Exchange pursuant to Section 1009(d) of the
NYSE Amex Company Guide.  CTT has filed an appeal of the delisting determination
and is seeking an oral hearing before a Listing Qualifications Panel of the
Exchange (the "Panel").  CTT's request for an oral hearing has stayed the
scheduled delisting of the Company's securities pending the Panel's
determination.

                                     Page 8
<PAGE>
     As referenced by CTT in a press release dated June 2, 2010 (and as filed on
Form 8-K), and advised to the Exchange, CTT has a signed stock purchase
agreement and has filed a registration statement with the SEC to sell 2 million
shares of equity to Crisnic Fund, S.A. based on a 15% discount from the volume
weighted average price on the date the SEC declares the registration effective.
The Exchange approved the new shares for listing on June 9, 2010.  In its
notification letter, the Exchange advised the Company that the delisting
determination was based upon the Company's noncompliance with Sections
1003(a)(i) and (ii) of the Company Guide relating to the low stockholders'
equity in light of prior losses from continued operations.  Specifically, CTT is
not in compliance with stockholders' equity of not less than $4,000,000 given
CTT's net losses in three of its four most recent fiscal years.  Staff from the
Exchange noted in their letter that under their rules they were not permitted to
extend the compliance period further.  Closing on the funds in the pending
Crisnic Fund, S.A. transaction is expected to resolve this stockholders' equity
deficiency.

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

     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 April 30, 2010, we had no outstanding debt, and no
credit facility.

     In late fiscal 2007, we obtained exclusive worldwide distribution rights to
an innovative pain management therapy device for rapid treatment of
high-intensity oncologic and neuropathic pain, including pain resistant to
morphine and other drugs.  The non-invasive Calmare(R) Pain Therapy medical
device, which uses "Scrambler Therapy" developed in Italy by our client,
Professor Giuseppe Marineo, was brought to us through the efforts of Prof.
Giancarlo Elia Valori of the Italian business development group, Sviluppo Lazio
S.p.A., and assistance from Mr. Giuseppe Belcastro, Legal Counsel for Professor
Marineo. 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.  U.S. FDA
510(k) clearance for the device was awarded in February 2009, opening the door
to U.S. sales.  GEOMC Co., Ltd. of Korea is manufacturing the device
commercially for worldwide distribution.

     Beginning in fiscal 2008, we entered into a number of distribution
agreements granting country-exclusive rights to a number of international
distributors.  Each distributor is required to obtain local sales authorization.
Ongoing sales from these distribution agreements are anticipated in subsequent
quarters of fiscal 2010 and into the future.

     In the U.S., we have decided to be the principal marketer for the Calmare
Pain Therapy medical device and have hired a Vice President, Sales and
Marketing, and contracted with several salesmen in support of that decision. As
a result, we have terminated the exclusive U.S. distribution agreement we had
with Innovative Medical Therapies, Inc.

2.     NET LOSS PER COMMON SHARE

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

                                     Page 9
<PAGE>
                       Three months ended April 30,  Nine months ended April 30,
                                 2010         2009           2010          2009
                       ---------------  -----------  -------------  ------------
Net (loss)              $    (739,465)  $ (757,096)  $ (2,240,289)  $(2,657,593)
Basic and diluted
 (loss) per share               (0.07)       (0.09)         (0.21)        (0.31)
Denominator for basic
 net income loss per
 share, weighted
 average shares
 outstanding               11,056,632    8,815,387     10,483,154     8,485,935
Dilutive effect of
 common stock
 options                          N/A         N/A             N/A           N/A
Denominator for net
 income (loss) per
 share, assuming
 dilution                  11,056,632    8,815,387     10,483,154     8,485,935

     Options to purchase 714,000 and 804,202 shares of our common stock at April
30, 2010 and 2009, respectively, were outstanding but were not included in the
computation of net (loss) per share because they were anti-dilutive.  Due to the
net loss incurred for the periods ended April 30, 2010 and 2009, 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.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     Fair  Value.  In  2006,  the  Financial Accounting Standards Board ("FASB")
issued  a new accounting standard which defined fair value, established a market
based  framework  or hierarchy for measuring fair value and expanded disclosures
about  fair  value  measurements.   We partially adopted this standard in fiscal
2009  and duly adopted it in the first quarter of fiscal 2010.  This standard is
applicable  whenever  another accounting standard requires or permits assets and
liabilities  to  be measured at fair value and did not expand or require any new
fair  value  measures.  The  adoption  of  this standard did not have a material
effect  on  our  financial  condition  or  results  of  operations.


     Transfers of Financial Assets.  In June 2009, the FASB issued a new
accounting standard that eliminates the exceptions for qualifying
special-purpose entities from consolidation guidance and the exception that
permitted sale accounting for certain mortgage securitizations when a transferor
has not surrendered control over the transferred financial assets.  This
standard is effective as of the beginning of the first annual reporting period
that begins after November 15, 2009.  The Company is currently evaluating the
impact this standard will have on the financial statements.

     Variable Interest Entities. In June 2009, the FASB issued a new accounting
standard that requires an enterprise to perform an analysis to determine whether
the enterprise's variable interest or interests give it a controlling financial
interest in a variable interest entity. This analysis identifies the primary
beneficiary of a variable interest entity as the enterprise that has both of the
following characteristics: (1) the power to direct the activities of the
variable interest entity that most significantly impact the entities economic
performance, and (2) the obligation to absorb losses of the entity that could
potentially be significant to the variable interest entity or the right to
receive benefits from the entity that could potentially be significant to the
variable interest entity. Additionally, an enterprise is required to assess
whether it has an implicit financial responsibility to ensure that a variable
interest entity operates as designed when determining whether it has the power
to direct the activities of the variable interest entity that most significantly
impact the entity's economic performance. This standard is effective as of the
beginning of the first annual reporting period that begins after November 15,
2009. Earlier application is prohibited. The Company is currently evaluating the
impact the adoption this standard will have on the financial statements.

     Revenue Recognition. In October 2009, the FASB issued an accounting
standards update amending revenue recognition requirements for
multiple-deliverable revenue arrangements. This update provides guidance on
separating the deliverables and on the method to measure and allocate
arrangement consideration, particularly when the arrangement includes both
products and services provided to the customers. The update is effective for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is permitted. The Company is
currently evaluating the impact this standards update will have on the financial
statements.


                                   Page 10
<PAGE>
     Fair Value Disclosures. In January of 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. The Company is currently evaluating the
impact this standards update will have on the financial statements.

4.     RECEIVABLES

     Receivables consist of the following:

                                          APRIL 30,   July 31,
                                               2010       2009
                                         ----------  ---------
Accounts receivable                      $  311,201  $       -
Royalties, net of allowance of $101,154
 At April 30, 2010 and July 31, 2009        620,146     88,023
Advance to GEOMC Co. Ltd.                         -    107,989
Other                                         2,730      3,607
                                         ----------  ---------
Total receivables                        $  934,077  $ 199,619
                                         ==========  =========

5.     INVENTORY

     Inventory consists of finished product of our pain management therapy
device.  Inventory is stated at lower of cost (first in, first out) or market.

6.     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 fair value, and classified
as current assets, consisted of the following:

                            APRIL 30,   July 31,    Number
                                 2010       2009  of shares          Type
                           ----------  ---------  ---------  ------------
Security Innovation, Inc.           -          -    223,317  Common Stock
                           ----------  ---------
                           $      -0-  $     -0-
                           ==========  =========

     We held shares in NTRU, a privately held company that sold encryption
software for security purposes, principally in wireless markets. There was no
public market for NTRU shares. On July 22, 2009, Security Innovation, an
independent provider of secure software located in Wilmington, MA, acquired all
NTRU assets. We have received 223,317 shares of stock in the privately held
Security Innovation in exchange for our investment in NTRU.

7.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

     Prepaid expenses and other assets consist of the following:

                                            APRIL 30, 2010   July 31, 2009
                                           ---------------  --------------
Prepaid insurance                          $        23,123  $      125,198
Prepaid investor relations service                  20,000          20,000
Prepaid employee benefits                                -          18,158
Other                                               66,129          43,433
                                           ---------------  --------------
Prepaid expenses and other current assets  $       109,252  $      206,789
                                           ---------------  --------------

                                   Page 11
<PAGE>
8.     PROPERTY AND EQUIPMENT

     Property and equipment, net, consist of the following:

                                            APRIL 30, 2010    July 31, 2009
                                           ----------------  ---------------
Equipment and furnishings                  $       421,532   $      419,802
Leasehold improvements                             113,838          113,838
                                           ----------------  ---------------
     Property and equipment, gross                 535,370          533,640
Accumulated depreciation and amortization         (371,004)        (330,628)
                                           ----------------  ---------------
     Property and equipment, net           $       164,366   $      203,012
                                           ================  ===============

     Depreciation and amortization expense was $13,054 and $14,833, during the
third quarter of fiscal 2010 and 2009, respectively. Depreciation and
amortization expense was $41,710 and $46,845, during the first nine months of
fiscal 2010 and 2009, respectively.

9.     ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued expenses and other liabilities consist of the following:

                                               APRIL 30, 2010   July 31, 2009
                                              ---------------  --------------
Royalties payable                             $       157,147  $       54,093
Deferred Executive Payroll                            152,808         126,538
Accrued Payroll                                        23,352               -
Accrued 401(K) contribution                            87,500          50,000
Accrued Directors' Stock Option Compensation            9,433          30,000
Accrued audit fees                                    147,804         100,000
Accrued legal fees                                     94,043         197,214
Other accrued professional fees                         6,499           7,500
Accrued Directors Fees                                  7,833          59,833
Unclaimed property liability                           24,981          25,431
Due to GEOMC Co. Ltd.                                 176,296               -
Commissions Payable                                    33,200               -
Licensing Fees Payable                                 40,000               -
Other                                                  55,459          31,753
                                              ---------------  --------------
Accrued expenses and other liabilities        $     1,016,355  $      682,362
                                              ===============  ==============

10.     SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION PLANS

     During the three and nine months ended April 30, 2010, the Company
recognized $(70) and $162,992 of non-cash compensation (income)/expense for
stock options issued to employees in prior years.

     During the second quarter of fiscal 2010, the Company granted to its four
non-employee directors as their annual award, options to purchase an aggregate
of 40,000 shares of common stock under the Directors Stock Option Plan at an
exercise price of $1.87 per share that vest immediately. The fair value of the
options was $44,755.

     We estimated the fair value of each option on the grant date using a
Black-Scholes option-pricing model with the following weighted average
assumptions:

     Dividend yield (1)                   0.0%
     Expected volatility (2)             75.0%
     Risk-free interest rates (3)         2.7%
     Expected term (2)             Five years

                                   Page 12
<PAGE>
     (1)   We have not paid cash dividends on our common stock since 1981,
          and currently do not have plans to pay or declare cash dividends.
          Consequently, we used an expected dividend rate of zero for the
          valuations.

     (2)  Estimated based on our historical experience. Volatility was
          based on historical experience over a period equivalent to the
          expected term in years.

     (3)  Based on the U.S. Treasury constant maturity interest rate with a
          term consistent with the expected life of the options granted.

     Pursuant to the terms of our 1996 Directors' Stock Participation Plan, on
January 4, 2010 we issued a total of 10,000 shares of our common stock to our
four non-employee directors.  These shares were valued at $18,650.

     On July 22, 2008, we entered into an agreement with Fusion Capital to sell
up to $5.0 million of our common stock to Fusion Capital over a 24-month period
(the "2008 Agreement"). We had the right to determine the timing and the amount
of stock sold, if any, to Fusion Capital. On August 5, 2009, we terminated that
2008 Agreement.

     On August 6, 2009, we entered into another agreement with Fusion Capital to
sell up to $8.0 million of our common stock to Fusion Capital over a 25-month
period (the "2009 Agreement"). We have the right to determine the timing and the
amount of stock sold, if any, to Fusion Capital.

     Under the terms of the 2009 Agreement, we issued 86,933 registered shares
of our common stock to Fusion Capital on October 2, 2009 for its initial
commitment (the "Initial Commitment Shares"), and agreed to issue 86,933
Additional Commitment Shares (the "Additional Commitment Shares") to Fusion
Capital on a pro-rata basis as we sell the $8.0 million of stock (collectively,
the "Commitment Shares"). Commencement of sales of common stock under the 2009
Agreement was contingent upon certain conditions, principally the Securities and
Exchange Commission ("SEC") declaring effective our registration statement filed
with the SEC to register 1,962,823 shares of common stock potentially to be
issued under the 2009 Agreement. On October 1, 2009 the SEC declared our
registration statement effective.

     Subject to our right to suspend sales of our common stock at any time and
to terminate the 2009 Agreement at any time, Fusion Capital is obligated to
purchase up to $75,000 of our common stock each two business days (the "Base
Purchase Amount").  No sales will be made below a $1.00 per share floor price.
The sale price per share will be the lower of the lowest sales price on the sale
date or an average of the three lowest closing prices during the 12 consecutive
trading days prior to the sale date.

     Fusion Capital may not purchase shares of our common stock under the 2009
Agreement if Fusion Capital would beneficially own in excess of 19.99% of our
common stock outstanding at the time of purchase.  Fusion Capital has agreed not
to sell the Commitment Shares for 25 months or termination of the 2009
Agreement.

     During the first nine months of fiscal 2010, the Company sold 1,379,878
shares of common stock, and issued 26,620 additional commitment shares to Fusion
Capital per the terms of the 2009 Agreement. Total proceeds realized from these
sales were approximately $2,450,000. In addition, we amortized approximately
$232,000 of deferred charges against capital in excess of par value. We are
amortizing deferred financing costs based upon the ratio of shares issued
compared to the total number of shares available for sale in the 2009 Agreement.

     On December 2, 2008, we received notice from the NYSE Amex, then known as
NYSE Alternext US LLC (the "Exchange"), notifying us that the staff of the
Exchange Corporate Compliance Department had determined that based on the
financial information contained in the Company's Form 10-K for the fiscal year
ended July 31, 2008, the Company 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
Exchange Company Guide. As noted in Section 1003 of the Exchange Company Guide,
companies with stockholders' equity of less than $2 million, and losses from
continuing operations and net losses in two out of its three most recent fiscal
years, or with stockholders' equity of less than $4 million and losses from
continuing operations and net losses in three out of its four most recent fiscal
years are non-compliant.

                                   Page 13
<PAGE>
     On December 18, 2008, the company submitted a business plan to the Exchange
detailing actions it planned to take to bring it into compliance with the above
continued listing standards by June 2, 2010.  On January 22, 2009, the Exchange
accepted our business plan.

     As required by the rules of the NYSE Amex, LLC (the "Exchange"), on June 4,
2010 the Exchange notified CTT that the Exchange intended to file a delisting
application with the Securities and Exchange Commission ("SEC") to strike the
listing of CTT's securities from the Exchange pursuant to Section 1009(d) of the
NYSE Amex Company Guide.  CTT has filed an appeal of the delisting determination
and is seeking an oral hearing before a Listing Qualifications Panel of the
Exchange (the "Panel").  CTT's request for an oral hearing has stayed the
scheduled delisting of the Company's securities pending the Panel's
determination.

     As referenced by CTT in a press release dated June 2, 2010 (and as filed on
Form 8-K), and advised to the Exchange, CTT has a signed stock purchase
agreement and has filed a registration statement with the SEC to sell 2 million
shares of equity to Crisnic Fund, S.A. based on a 15% discount from the volume
weighted average price on the date the SEC declares the registration effective.
The Exchange approved the new shares for listing on June 9, 2010.  In its
notification letter, the Exchange advised the Company that the delisting
determination was based upon the Company's noncompliance with Sections
1003(a)(i) and (ii) of the Company Guide relating to the low stockholders'
equity in light of prior losses from continued operations.  Specifically, CTT is
not in compliance with stockholders' equity of not less than $4,000,000 given
CTT's net losses in three of its four most recent fiscal years.  Staff from the
Exchange noted in their letter that under their rules they were not permitted to
extend the compliance period further.  Closing on the funds in the pending
Crisnic Fund, S.A. transaction is expected to resolve this stockholders' equity
deficiency.

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

11.     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.  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
patent had been denied by the examiner, but that denial was overruled by the
BPAI.  Further action in this case is pending as the BPAI result has been
appealed by the examiner prior to being returned to the U.S District Court for
the District of Colorado. We filed information refuting the examiner's appeal
and continue to await the BPAI appeal decision.

     Ben Marcovitch and other co-defendants (Case completed) - Following the
removal for cause from our Board of Directors of former CTT Director Ben
Marcovitch, CTT 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 claimed that false
and misleading information had been provided to CTT in a conspiracy to
fraudulently obtain funds from CTT using the Agrofrut transaction. CTT
requested, among other relief, punitive damages and attorneys' fees.


                                   Page 14
<PAGE>
     Following a number of pretrial motions and other delays, on September 8,
2009, the Judge ruled favorably on CTT's motion for default judgment. The judge
confirmed that Marcovitch was properly removed as a member of CTT's Board of
Directors and issued a permanent injunction prohibiting Marcovitch from holding
himself out as a member of CTT's Board. A judgment was entered against Strauss
prohibiting Strauss from soliciting proxies in contravention of the SEC rules
and regulations. Based on the Court's rulings, CTT will now proceed to collect
all funds possible from the parties.

     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, holding that the ALJ erred in shifting
the burden of proof to CTT 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 CTT
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 CTT 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, 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. 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 employees complaint, finding that
"there is no reasonable cause to believe that the Respondent (CTT) violated
SOX". We anticipate no further action on this matter.

     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 15
<PAGE>
12.     GAIN ON SALE OF RENTAL ASSETS

     During October of 2009, the company entered into an agreement to rent two
of our Calmare Pain Therapy Treatment medical devices.  The monthly rental
amount was $2,400 for both devices and the terms were month to month.  The
agreement required our customer to make a non-refundable upfront payment of
$24,000.  We planned to amortize the upfront payment into income over a period
of three years, which was the expected life of the agreement.  In addition, we
set up rental assets for the cost of purchasing the rental assets from our
manufacturer.  The rental assets were to be depreciated over three years.

     During January of 2010, our customer decided to purchase the two devices
outright. This transaction is reflected as Gain on Sale of Rental Assets in our
income statement. The gain reflects the purchase price of the assets plus the
unamortzed upfront payment offset by the undepreciated value of the rental
assets.





























                                    Page 16
<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, 2009,
filed with the Securities and Exchange Commission ("SEC") on October 27, 2009,
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 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 primary underlying patent for this technology
expired in July 2007 and we do not receive revenue for sales made after that
date on that patent. Revenue in fiscal 2008 for the homocysteine technology
reflects back royalties previously unreported by customers. We continue to seek
revenue from new technology licenses or product distributions to mitigate the
concentration of revenue, and replace revenue from expiring agreements. 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

                                   Page 17
<PAGE>
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.

     The Company has incurred operating losses since fiscal 2006. We continue to
seek revenue from new technologies or products to replace revenues from expiring
licenses. At current reduced spending levels, the Company may not have
sufficient cash flow to fund operating expenses beyond the third quarter of
fiscal 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.  If
necessary, we 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.

     In addition, we will sell shares to Fusion Capital Fund II, LLC ("Fusion
Capital") per our August 6, 2009 Agreement, on an as-needed basis, when the
Company's stock price is at or above $1.00 per share. We have also entered into
an agreement to sell 2,000,000 shares of CTT common stock to Crisnic Fund, S.A.,
(see Note 10), which also requires our stock price to be at or above $1.00 per
share. There can be no assurance that the Company will be successful in these
revenue-generating efforts or that we will be able to obtain alternative
financing should our stock price fall below $1.00 per share.

     As required by the rules of the NYSE Amex, LLC (the "Exchange"), on June 4,
2010 the Exchange notified CTT that the Exchange intended to file a delisting
application with the Securities and Exchange Commission ("SEC") to strike the
listing of CTT's securities from the Exchange pursuant to Section 1009(d) of the
NYSE Amex Company Guide.  CTT has filed an appeal of the delisting determination
and is seeking an oral hearing before a Listing Qualifications Panel of the
Exchange (the "Panel").  CTT's request for an oral hearing has stayed the
scheduled delisting of the Company's securities pending the Panel's
determination.

     As referenced by CTT in a press release dated June 2, 2010 (and as filed on
Form 8-K), and advised to the Exchange, CTT has a signed stock purchase
agreement and has filed a registration statement with the SEC to sell 2 million
shares of equity to Crisnic Fund, S.A. based on a 15% discount from the volume
weighted average price on the date the SEC declares the registration effective.
The Exchange approved the new shares for listing on June 9, 2010. In its
notification letter, the Exchange advised the Company that the delisting
determination was based upon the Company's noncompliance with Sections
1003(a)(i) and (ii) of the Company Guide relating to the low stockholders'
equity in light of prior losses from continued operations. Specifically, CTT is
not in compliance with stockholders' equity of not less than $4,000,000 given
CTT's net losses in three of its four most recent fiscal years. Staff from the
Exchange noted in their letter that under their rules they were not permitted to
extend the compliance period further. Closing on the funds in the pending
Crisnic Fund, S.A. transaction is expected to resolve this stockholders' equity
deficiency.

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

                                   Page 18
<PAGE>
RESULTS OF OPERATIONS - THREE MONTHS ENDED APRIL 30, 2010 ("THIRD QUARTER 2010")
VS. THREE MONTHS ENDED APRIL 30, 2009 ("THIRD QUARTER 2009")

     SUMMARY OF RESULTS

     We incurred a net loss of $739,000 or $0.07 per share for the third quarter
2010, compared to a net loss of $757,000 or $0.09 per share for the third
quarter 2009, a 2% decrease in net loss of $18,000, or $0.02 per share.  As
explained in detail below, the decrease in the net loss reflects an increase in
revenue of $364,000 offset by an increase in expenses of $346,000.

     REVENUE

     In the third quarter 2010, total revenue was $531,000, compared to $167,000
for the third quarter 2009, a 218% increase or $364,000.

     We actively market existing technologies, and seek new technologies to grow
the revenue stream. In fiscal 2009, we 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.

     Product sales for the third quarter of fiscal 2010 included $518,000 in
revenue recorded from the sale and shipment of 43 (41 internationally, 2
domestic) Calmare Pain Therapy Treatment medical devices. Product sales for the
third quarter of fiscal 2009 were from the sale of one Calmare Pain Therapy
Treatment device and one unit of our electronic stress management and memory
improvement device, which is not being actively marketed at this time.

     Retained royalties for the third quarter 2010 were $13,000, which was
$146,000, or 92% less than the $159,000 of retained royalties reported in the
second quarter 2009. In fiscal 2009 we received $132,000 in back royalties on
our plant regeneration technology. In addition, during the third quarter of
fiscal 2009 we received $6,000 license fee for our sunless tanning technology.
This license fee was received in the second quarter of fiscal 2010.

     EXPENSES

                                          For the three months ended April 30,
                               ------------------------------------------------
                                                         Increase   % Increase
                                      2010       2009   (Decrease)   (Decrease)
                               -----------  ---------  -----------  -----------

Cost of product sales          $   108,000  $       -  $   108,000          100
Personnel and other direct
 expenses relating to revenue      588,000    449,000      139,000           31
General and administrative
 expenses                          572,000    473,000       99,000           21
Interest Expense                     2,000      2,000            -            -
                               -----------  ---------  -----------
 TOTAL EXPENSES                $ 1,270,000  $ 924,000  $   346,000           37
                               ===========  =========  ===========

     Total expenses increased $346,000 or 37% in the third quarter 2010,
compared to the third quarter 2009.

     Cost of product sales increased $108,000 during the quarter. This
represents the cost of 12 units sold during the third quarter. Previously, the
Company did not take possession of inventory and had all sales drop shipped
directly from our Korean manufacturer. As a result our sales were recorded net,
and typically did not reflect any cost of sales. This was true of 31 units sold
during the quarter. During the second quarter of fiscal 2010, we purchased a
number of devices from our manufacturer which will allow us to maintain a small
inventory, primarily to service US customers. We anticipate that most of our
sales will be drop shipped directly from the manufacturer going forward.

     Personnel and other direct expenses relating to revenue increased a net
$139,000 or 31% in the third quarter 2010, compared to the third quarter 2009.
Payroll increased by $31,000 as a result of hiring a VP of Sales & Marketing.
Employee severance is up $21,000 due to terminating one employee.  Medical
Benefits increased $13,000 as a result of

                                   Page 19
<PAGE>
hiring an additional employee and providing severance benefits to one employee.
Costs to commercialize our pain therapy device increased $41,000 due to filing
fees required on international patent applications.  The company incurred
$35,000 in commission expenses on sales of our pain therapy device in fiscal
2010.  There were no sales earning commissions in fiscal 2009.  The company
incurred $25,000 in recruiting expenses during the third quarter of fiscal 2010.
These included final payment to a retained search firm for the hiring of a VP of
Sales & Marketing and a retainer paid to a firm to help us contract commission
salespeople.  In addition, costs to commercialize our bone cement technology
increased $50,000 due to an agreement between University of South Carolina and
the Company that CTT will bear the cost of patent expenses going forward.  These
costs were offset by a $51,000 reduction in employee stock option expenses.
Stock option expenses will be significantly lower going forward because options
granted to our President and Chief Executive Officer upon his hiring became
fully vested in February 2010.  In addition, we saved $20,000 by terminating a
consulting contract in the third quarter fiscal 2009.

     General and administrative expenses increased a net $99,000 in the third
quarter 2010, compared to the third quarter 2009.  Consulting fees and expenses
increased in fiscal 2010 as we paid $20,000 to Medical Technology Partners to
develop an insurance reimbursement strategy for our pain therapy device.  We
also paid $25,000 to Crystal Research Associates to write an investment research
report on the company, $19,000 to a consultant to become a trainer on our pain
therapy device and $10,000 to Calmar Pain Relief, LLC for assisting us in
marketing our pain device to other doctors.  Marketing costs increased because
we have paid $41,000 to RF|Binder who was contracted to help raise awareness of
the company's pain management technology.  These costs were offset by a $20,000
savings in D&O insurance costs.  This was the result of a significant savings
obtained during our last insurance renewal negotiation.
















                                   Page 20
<PAGE>
RESULTS OF OPERATIONS - NINE MONTHS ENDED APRIL 30, 2010 ("FIRST NINE MONTHS
2010") VS. NINE MONTHS ENDED APRIL 30, 2009 ("FIRST NINE MONTHS 2009")

     SUMMARY OF RESULTS

     We incurred a net loss of $2,240,000 or $0.21 per share for the first nine
months 2010, compared to a net loss of $2,658,000 or $0.31 per share for the
first nine months 2009, a 16% decrease in net loss of $418,000, or $0.10 per
share.  As explained in detail below, the decrease in the net loss reflects an
increase in revenue of $643,000 partially offset by an increase in expenses of
$226,000.

     REVENUE

     In the first nine months 2010, total revenue was $943,000, compared to
$300,000 for the first nine months 2009, a 214% increase of $643,000.

     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.

     Product sales for the first nine months of 2010 are primarily from sales of
our Calmare Pain Therapy Treatment medical device. We sold 62 (54
internationally, 8 domestic) devices in the first nine months of fiscal 2010.
One device was sold during the first nine months of fiscal 2009.

     Gain on sale of rental assets for the first nine months of fiscal 2010
included $81,000 from the conversion of a rental contract for two Calmare Pain
Therapy Treatment medical devices into an outright sale of the devices. There
were no conversions of rental assets in the first nine months of fiscal 2009
(See Note 12).

     Retained royalties for the first nine months of 2010 were $51,000, which
was $162,000, or 76% less than the $213,000 of retained royalties reported in
the first nine months 2009.  The main reason for the decrease was that we had
received $132,000 in back royalties on our plant regeneration technology during
fiscal 2009.  During fiscal 2010 we received only $11,000 in royalties on this
technology.  In addition, the patent on our novel infections bursal disease
virus vaccine expired during the second quarter of fiscal 2009.  We recorded
$20,000 of royalties on this technology in fiscal 2009.

     Investment income includes dividends and interest earned on our invested
cash.  Investment income was $0 in the first nine months of 2010, a decrease of
$7,000, or 100%, from the $7,000 reported for the first half 2009.  The decrease
was primarily due to lower invested balances for the first nine months of fiscal
2010 as compared to the prior year.

     Other income for first nine months 2009 is revenue from a one-time sale of
our Flip Chip patents. During the second quarter of fiscal 2010 we recorded
rental revenue on two of our Calmar Therapy Treatment pain therapy management
devices for two months. In January 2010, we sold the units outright to our
customer.







                                   Page 21
<PAGE>
EXPENSES

                                             For the nine months ended April 30,
                               ----------  -----------  -----------  -----------
                                                          Increase   % Increase
                                     2010        2009    (Decrease)   (Decrease)
                               ----------  -----------  -----------  -----------
Cost of product sales          $  117,000  $    1,000   $  116,000       11,600
Personnel and other direct
 expenses relating to revenue   1,542,000   1,609,000   $  (67,000)          (4)
General and administrative
 expenses                       1,519,000   1,744,000     (225,000)         (13)
Patent enforcement expenses
 net of reimbursements                  -       2,000       (2,000)        (100)
Interest Expense                    6,000       2,000        4,000          200
Insurance recovery                      -    (400,000)     400,000          100
                               ----------  -----------  -----------
 TOTAL EXPENSES                $3,184,000  $2,958,000   $  226,000            8
                               ==========  ===========  ===========

     Total expenses increased $226,000 or 8% in the first nine months 2010,
compared to the first nine months 2009.

     Cost of Product Sales in the first nine months of fiscal 2010 represents
the cost of 13 pain therapy devices sold.  Previously the company did not take
possession of inventory and had all sales drop shipped directly from our Korean
manufacturer.  As a result our sales were recorded net, and typically did not
reflect any cost of sales.  This was true of 49 units sold during the first nine
months of fiscal 2010.  During the second quarter of fiscal 2010, we purchased a
number of devices from our manufacturer which will allow us to maintain a small
inventory, primarily to serve US customers.  We anticipate most of our sales
will be drop shipped directly from the manufacturer going forward.


     Personnel and other direct expenses relating to revenue decreased a net
$67,000 or 4% in the first nine months of 2010, compared to the first nine
months of 2009. Payroll and related benefits decreased by $68,000 as a result of
reducing full-time equivalent headcount from 13 to 9. Severance costs decreased
$35,000 as three people were terminated in fiscal 2009 but only one employee was
teminated in fiscal 2010. Costs to commercialize our pain therapy device were
$44,000 lower in fiscal 2010. Most of the costs incurred in fiscal 2009 were
paid to consultants who helped us prepare the FDA medical device clearance
documents for the device. FDA 510(k) clearance was obtained in February 2009 and
related costs are significantly lower in fiscal 2010. Costs for employee options
are $38,000 lower in fiscal 2010. This is due to the fact that options issued to
John Nano, our President and CEO upon his hiring became fully vested in February
2010 and will incur no further expenses. Consulting costs were $94,000 less in
fiscal 2010 as management terminated a large consulting contract in the third
quarter of fiscal 2009 and has eliminated non-essential services in an effort to
control costs. Patent legal expenses were $35,000 less in fiscal 2010 because
patent maintenance fees in fiscal 2009 for our sexual dysfunction, ribozyme and
crack detecting paint technologies did not recur in fiscal 2010. In addition, we
incurred $6,000 in fiscal 2009 for the final research payment to University of
Connecticut to develop an asthma assay. These reductions were offset by an
increase of $56,000 in recruiting costs as the company searched for and hired a
Vice President, Sales and Marketing to implement the company's business plan for
our pain management technology. In addition we have retained an agency to help
us contract commission salespeople. Employer 401(k) expenses were $100,000 more
in fiscal 2010 because we had corrected the 401(k) expense accrual for fiscal
2008 during the second quarter of fiscal 2009. We also incurred $51,000 in
commissions during fiscal 2010 on sales of our pain therapy device. There were
no commission sales during fiscal 2009. In addition, costs to commercialize our
bone cement technology increased $50,000 during fiscal 2010 due to an agreement
with the University of South Carolina that the company will bear the cost of
patent expenses going forward.

     General and administrative expenses decreased a net $225,000 in the first
nine months of 2010, compared to the first nine months of 2009. The decrease in
expenses is primarily due to the following reductions: legal fees as a result of
less litigation, $302,000, primarily the Marcovitch case; directors and officers
insurance, $60,000, due to lower premiums negotiated with our policy renewal;
SOX compliance expense, $66,000, because our outside consultants were able to
perform most of the work for fiscal 2009 before year end. For fiscal 2008, most
of the work was performed in the first quarter of fiscal 2009. In addition our
directors fees ($13,000) and expenses ($10,000) were both lower in fiscal 2010.
This was the result of having one less outside director and having more
telephonic board meetings. These reductions were offset by hiring RF|Binder to
handle public relations for our pain management therapy device, $88,000;

                                    Page 22
<PAGE>
retaining Medical Technolgy Partners to help us develop insurance reimbursement
codes for the pain management therapy device, $48,000, and increase in investor
relations costs of $24,000 due to international press releases on the
commercialization of the pain management therapy device. We also retained
Crystal Research Associates, at $25,000, to develop an investor research report
on the company, paid $21,000 to a consultant to become a trainer on our pain
therapy device and paid $10,000 to Calmar Pain Relief, LLC to help us market our
pain therapy device to other doctors. Finally expenses for directors' stock
options increased $12,000 in fiscal 2010 due to the stronger performance of the
company's stock.

     Patent enforcement expenses, net of reimbursements, decreased by $2,000 in
the first nine months of 2010, compared to the first half 2009.  Patent
enforcement expenses vary, depending on the activity relating to outstanding
litigation.

     Interest expense was incurred as a result of our landlord allowing us to
defer certain rent payments while we are in the process of commercializing our
pain therapy device. The expense is higher in fiscal 2010 because more rent
payments have been deferred.

     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 11.)

     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 April 30, 2010, 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 these 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.  If necessary, we will meet anticipated operating
cash requirements by further reducing costs, and/or the sales of certain assets
and technologies while we pursue licensing opportunities for our remaining
portfolio of technologies.

     In fiscal 2010, we will sell shares to Fusion Capital Fund II, LLC ("Fusion
Capital") per our August 6, 2009 Agreement, on an as-needed basis, when the
Company's stock price is at or above $1.00 per share.  There can be no assurance
that the Company will be successful in these revenue-generating efforts or that
we will be able to obtain alternative financing should our stock price fall
below $1.00 per share.

     As expected by Competitive Technologies, Inc. ("CTT") and as required by
the rules of the NYSE Amex, LLC (the "Exchange"), on June 4, 2010 the Exchange
notified CTT that the Exchange intended to file a delisting application with the
Securities and Exchange Commission ("SEC") to strike the listing of CTT's
securities from the Exchange pursuant to Section 1009(d) of the NYSE Amex
Company Guide. As anticipated, however, CTT has filed an appeal of the delisting
determination and is seeking an oral hearing before a Listing Qualifications
Panel of the Exchange (the "Panel"). CTT's request for an oral hearing has
stayed the scheduled delisting of the Company's securities pending the Panel's
determination.

     As referenced by CTT in a press release dated June 2, 2010 (and as filed on
Form 8-K), and advised to the Exchange, CTT has a signed stock purchase
agreement and has filed a registration statement with the SEC to sell 2 million
shares of equity to Crisnic Fund, S.A. based on a 15% discount from the volume
weighted average price on the date the SEC declares the registration effective.
The Exchange approved the new shares for listing on June 9, 2010. In its
notification letter, the Exchange advised the Company that the delisting
determination was based upon the Company's noncompliance with Sections
1003(a)(i) and (ii) of the Company Guide relating to the

                                   Page 23
<PAGE>
low stockholders' equity in light of prior losses from continued operations.
Specifically, CTT is not in compliance with stockholders' equity of not less
than $4,000,000 given CTT's net losses in three of its four most recent fiscal
years.  Staff from the Exchange noted in their letter that under their rules
they were not permitted to extend the compliance period further.  Closing on the
funds in the pending Crisnic Fund, S.A. transaction is expected to resolve this
stockholders' equity deficiency.

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

     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. The non-invasive Calmare Pain Therapy medical device,
which uses "Scrambler Therapy" developed in Italy by our client, Professor
Giuseppe Marineo, was brought to us through the efforts of Prof. Giancarlo Elia
Valori of the Italian business development group, Sviluppo Lazio S.p.A., and
assistance from Mr. Giuseppe Belcastro, Legal Counsel for Professor Marineo. 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. U.S. FDA
510(k) clearance for the device was awarded in February 2009, opening the door
to U.S. sales. GEOMC Co., Ltd. of Korea is manufacturing the device commercially
for worldwide distribution

     Beginning in fiscal 2008, we entered into a number of distribution
agreements granting country-exclusive rights to a number of international
distributors.  Each distributor is required to obtain local sales authorization.
Ongoing sales from these distribution agreements are anticipated in the fourth
quarter of fiscal 2010 and into the future.

     In the U.S., we have decided to be the principal marketer for the Calmare
Pain Therapy Treatment device and have hired a Vice President, Sales and
Marketing, and contracted with several salesmen in support of that decision. As
a result, we have terminated the exclusive U.S. distribution agreement we had
with Innovative Medical Therapies, Inc.

     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 April 30, 2010, cash and cash equivalents were $632,000 compared to
$752,000 at July 31, 2009.  The loss of $2,240,000 for the first nine months of
fiscal 2010 contained non-cash charges of $229,000, a gain on the sale of rental
assets of $81,000, and reduction in assets and liabilities of $506,000,
resulting in cash used in operations of $2,599,000.  Capital expenditures for
the first nine months of fiscal 2010 were $26,000 and proceeds from the sale of
rental assets were $104,000.  We sold shares to Fusion Capital per our equity
financing agreement totaling $2,450,000.  These activities decreased cash by
$120,000.  As of June 10, 2010, our cash and cash equivalents balance is
approximately $725,000.

     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

     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.

                                   Page 24
<PAGE>

For fiscal 2010, we expect our capital expenditures to be less than $50,000.

     CONTRACTUAL OBLIGATIONS AND CONTINGENCIES

     There have been no substantial changes to our contractual obligations since
July 31, 2009.

     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 April 30, 2010, 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 $203,981, 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 recognize these obligations only if we receive
revenue related to the grant funds.  We recognized approximately $1,382 of these
obligations through the third quarter of fiscal 2010.

     We engage commissioned salesmen as 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.  Through the first nine months of fiscal 2009, we
neither accrued nor paid significant incentive compensation under such
contracts.  For fiscal 2010, we recorded approximately $51,000 of such
contingent incentive compensation expense through the first nine months.

     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,
2009.

                                   Page 25
<PAGE>
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 April 30, 2010.  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, except
as noted below, were effective as of April 30, 2010.

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

     There were no changes in our internal control over financial reporting for
the period ending April 30, 2010, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.













                                   Page 26
<PAGE>
PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

     See Part I, Note 11 to the accompanying unaudited condensed consolidated
financial statements of this Quarterly Report on Form 10-Q.

Item 1A.     Risk Factors

     There have been no material changes with respect to the risk factors
disclosed in our Annual Report on Form 10-K for the fiscal year ended July 31,
2009.

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

     As of June 1, 2010, the Company has agreed to issue to Crisnic Fund SA
75,000 shares of common stock as a fee in consideration of the equity financing
of the sale of up to 2,000,000 shares which is being provided to the Company by
Crisnic Fund SA.  These securities will be issued upon approval of the listing
application for these shares with the NYSE Amex Equities stock market.  These
securities will be issued by the Company without registration in reliance upon
an exemption under Section 4(2) of the Securities Act because the offer and sale
was made in a privately negotiated transaction.  The share certificate to be
issued to Crisnic Fund SA will be appropriately legended.  The Company
ascertained that Crisnic Fund SA is an accredited investor and otherwise took
steps to assure compliance with private placement requirements.

Item 3.     Defaults Upon Senior Securities

     None




















                                   Page 27
<PAGE>
Item 4.     Submission of Matters to a Vote of Security Holders

     At the Annual Meeting of Shareholders held April 19, 2010, shareholders
voted on the following issues:

-     Election of Directors

-     Election of Directors

       Directors Elected         For        Withheld
       ------------------------  ---------  ---------

       Joel M. Evans, M.D        5,031,303    884,104
       Richard D. Hornidge, Jr.  5,658,657    256,750
       Rustin Howard             5,654,407    261,000
       John B. Nano              4,841,219  1,074,188
       William L. Reali          5,146,053    769,354

-     Ratification of selection of MHM Mahoney Cohen CPAs, the New York Practice
      of Mayer Hoffman McCann P.C., as the independent public accounting firm:

     Accounting Firm            For           Against            Abstained
     ---------------            ---           -------            ---------

     MHM Mahoney Cohen CPAs     9,060,625     30,256             43,784
     (Now known as Mayer Hoffman McCann CPAs (The New York Practice of Mayer
Hoffman McCann P.C.), effective June 8, 2010.)

Item 5.     Other Information

     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 28
<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

June 14, 2010





















                                   Page 29
<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).




































                                    Page 30