Exhibit
        3.2
 
 BY-LAWS
 
 OF
 
 COMPETITIVE
        TECHNOLOGIES, INC.
 
 As
        Amended Effective October 14, 2005
  ARTICLE
        I
 
 MEETING
        OF SHAREHOLDERS
 
 SECTION
        1.01 .  Annual
        Meetings .
        The
        annual meeting of shareholders for the election of Directors and for the
        transaction of such other proper business, notice of which is given in the
        notice of the meeting, shall be held on such date and at such time and place,
        within or without the State of Delaware, as shall be designated by the Board
        of
        Directors and set forth in the notice of such meeting.
 
 SECTION
        1.02 .  Special
        Meetings .
        Special
        meetings of the shareholders may be called at any time by the Chairman of
        the
        Board of Directors or by the President of the Corporation or by the Board
        of
        Directors. Special meetings shall be held at such place within or without
        the
        State of Delaware and at such hour as may be designated in the notice of
        such
        meeting and the business transacted shall be confined to the object stated
        in
        the notice of the meeting.
 
 SECTION
        1.03 .  Notice
        of Shareholders' Meetings .
        The
        notice of all meetings of shareholders shall be in writing and shall state
        the
        place, date and hour of the meeting. The notice of an annual meeting shall
        state
        that the meeting is called for the election of the Directors to be elected
        at
        such meeting and for the transaction of such other business as is stated
        in the
        notice of the meeting. The notice of a special meeting shall state the purpose
        or purposes for which the meeting is called and shall also indicate that
        it is
        being issued by or at the direction of the person or persons calling the
        meeting.
 
 A
        copy of
        the notice of each meeting of shareholders shall be given, personally or
        by
        mail, not less than ten days nor more than fifty days before the date of
        the
        meeting, to each shareholder entitled to vote at such meeting at his record
        address or at such other address as he may have furnished by request in writing
        to the Secretary of the Corporation. If a meeting is adjourned to another
        time
        or place, and, if any announcement of the adjourned time or place is made
        at the
        meeting, it shall not be necessary to give notice of the adjourned meeting
        unless the adjournment is for more than thirty days or the Directors, after
        adjournment, fix a new record date for the adjourned meeting.
 
 Notice
        of
        a meeting need not be given to any shareholder who submits a signed waiver
        of
        notice, in person or by proxy, whether before or after the meeting. The
        attendance of a shareholder at a meeting, in person or by proxy, without
        protesting prior to the conclusion of the meeting the lack of notice of such
        meeting shall constitute a waiver of notice of the meeting.
 
 1
 SECTION
        1.04 .  Quorum
        at Shareholders' Meetings : Vote
        Required .
        At any
        meeting of the shareholders the holders of a majority of the outstanding
        shares
        entitled to vote thereat shall constitute a quorum. If there shall be less
        than
        a quorum at any meeting of the shareholders a majority of those present in
        person or by proxy may adjourn the meeting.
 
 Directors
        shall be elected by a plurality of the votes cast at a meeting of shareholders
        by the holders of shares entitled to vote in the election. Whenever any
        corporate action, other than the election of Directors, is to be taken by
        vote
        of the shareholders, it shall, except as otherwise required by the General
        Corporation Law, be authorized by a majority of the votes cast at a meeting
        of
        shareholders by the holders of shares entitled to vote thereon.
 
 SECTION
        1.05 .  Inspectors
        at Shareholders' Meetings .
        The
        Board of Directors, in advance of any shareholders meeting, may appoint one
        or
        more inspectors to act at the meeting or any adjournment thereof. If inspectors
        are not so appointed, the person presiding at the shareholders' meeting may,
        and
        on the request of any shareholder entitled to vote thereat shall, appoint
        one or
        more inspectors. In case any person appointed fails to appear or act, the
        vacancy may be filled by appointment made by the Board of Directors in advance
        of the meeting or at the meeting by the person presiding thereat. Each
        inspector, before entering upon the discharge of his duties, shall take and
        sign
        an oath faithfully to execute the duties of inspector at such meeting with
        strict impartiality and according to the best of his ability.
 
 The
        inspectors shall determine the number of shares outstanding and the voting
        power
        of each, the shares represented at the meeting, the existence of a quorum,
        the
        validity and effect of proxies, and shall receive votes, ballots or consents,
        hear and determine all challenges and questions arising in connection with
        the
        right to vote, count and tabulate all votes, ballots or consents, determine
        the
        result, and do such acts as are proper to conduct the election or vote with
        fairness to all shareholders. On request of the person presiding at the meeting
        or any shareholder entitled to vote thereat, the inspectors shall make a
        report
        in writing of any challenge, question or matter determined by them and execute
        a
        certificate of any fact found by them. Any report or certificate made by
        them
        shall be prima facie evidence of the facts stated and of the vote as certified
        by them.
  ARTICLE
        II
 
 DIRECTORS
 
 SECTION
        2.01 .  Qualifications
        and Number; Vacancies .
        A
        Director need not be a shareholder, a citizen of the United States, or a
        resident of the State of Delaware. The number of Directors constituting the
        entire Board is hereby fixed at six (6) Directors of which group up to one
        (1)
        Director may be internal Director. The number of Directors may be changed
        by
        resolution of the Board of Directors adopted by the same vote that is necessary
        under Article VII hereof to amend these by-laws.
 
 The
        Directors shall be chosen from among the six (6) nominees receiving the greatest
        plurality of votes from shareholders at the annual meeting of
        shareholders.
 
 2
 The
        number of Directors may be increased or decreased by amendment of these by-laws
        duly adopted by either the shareholders or a vote of the majority of the
        entire
        Board of Directors, provided that the number of Directors constituting the
        entire Board shall not be less than three. No decrease shall shorten the
        term of
        any incumbent Director. Any Director may be removed for cause by the
        shareholders.
 
 Vacancies
        and newly created directorships resulting from any increase in the authorized
        number of Directors may be filled by a majority of the Directors then in
        office,
        though less than a quorum, or by a sole remaining Director.
 
 SECTION
        2.02 .  Term .
        Each
        director shall hold office until the next annual meeting of shareholders
        and
        until his successor has been elected and qualified.
 
 SECTION
        2.03 .  Place
        and Time of Meetings of the Board .
        Regular
        and special meetings of the Board shall be held at such places (within or
        without the State of Delaware) and at such times as may be fixed by the Board
        or
        upon call of the President of the Corporation or of the executive committee
        or
        of any two Directors, provided that the Board of Directors shall hold at
        least
        four meetings a year.
 
 SECTION
        2.04 .  Quorum
        and Manner of Acting .
        A
        majority of the entire Board of Directors shall constitute a quorum for the
        transaction of business, but if there shall be less than a quorum at any
        meeting
        of the Board, a majority of those present (or if only one be present, then
        that
        one) may adjourn the meeting from time to time and the meeting may be held
        as
        adjourned without further notice. At all meetings of Directors, a quorum
        being
        present, all matters shall be decided by the vote of a majority of the Directors
        present at the time of the vote.
 
 SECTION
        2.05 .  Remuneration
        of Directors .
        In
        addition to reimbursement for his reasonable expenses incurred in attending
        meetings or otherwise in connection with his attention to the affairs of
        the
        Corporation, each Director as such, and as a member of any committee of the
        Board, shall be entitled to receive such remuneration as may be fixed from
        time
        to time by the Board.
 
 SECTION
        2.06 .  Notice
        of Meetings of the Board .
        Regular
        meetings of the Board may be held without notice if the time and place of
        such
        meetings are fixed by the Board. All regular meetings of the Board, the time
        and
        place of which have not been fixed by the Board, and all special meetings
        of the
        Board shall be held upon twenty-four hours' notice to the Directors given
        by
        letter or telegraph. No notice need specify the purpose of the meeting. Any
        requirement of notice shall be effectively waived by any Director who signs
        a
        waiver of notice before or after the meeting or who attends the meeting without
        protesting (prior thereto or at its commencement) the lack of notice to
        him.
 
 SECTION
        2.07 .  Executive
        Committee and Other Committees .
        The
        Board of Directors, by resolution adopted by a majority of the entire Board,
        may
        designate from among its members an Executive Committee and other committees
        to
        serve at the pleasure of the Board. Each committee shall consist of three
        or
        more Directors. During the intervals between the meetings of the Board, the
        Executive Committee shall have all of the authority of the Board of Directors.
        Each other committee shall be empowered to perform such functions as may,
        by
        resolution, be delegated to it by the Board.
 
 3
 The
        Board
        of Directors may designate one or more Directors as alternate members of
        any
        such committee, who may replace any absent member or members at any meetings
        of
        such committee. Vacancies in any committee, whether caused by resignation
        or by
        increase in the number of members constituting said committee, shall be filled
        by a majority of the entire Board of Directors. The Executive Committee may
        fix
        its own quorum. In the absence or disqualification of any member of any such
        committee, the member or members thereof present at any meeting and not
        disqualified from voting whether or not he or they constitute a quorum, may
        unanimously appoint another member of the Board of Directors to act at the
        meeting in place of any such absent or disqualified member.
 
 SECTION
        2.08 .  Action
        Without Meeting .
        Any
        action required or permitted to be taken at any meeting of the Board of
        Directors, or of any committee thereof, may be taken without a meeting, if
        prior
        to such action a written consent thereto is signed by all members of the
        board,
        or of such committee as the case may be, and such written consent is filed
        with
        the minutes of proceedings of the board or committee.
  ARTICLE
        III
 
 OFFICERS
 
 SECTION
        3.01 .  Officers .
        The
        Board of Directors, at its first meeting held after the annual meeting of
        shareholders in each year shall elect a Chairman of the Board, Chairman of
        the
        Executive Committee, a President, one or more Vice Presidents, a Secretary
        and a
        Treasurer and may, in its discretion, also appoint from time to time such
        other
        officers or agents as it may deem proper. The Chairman of the Board, Chairman
        of
        the Executive Committee and the President shall be elected from among the
        members of the Board of Directors.
 
 Any
        two
        or more offices may be held by the same person.
 
 Unless
        otherwise provided in the resolution of election or appointment or in the
        employment agreement with an officer, each officer shall hold office until
        the
        meeting of the Board of Directors following the next annual meeting of
        shareholders and until his successor has been elected and qualified; provided,
        however, that the Board of Directors may, unless otherwise provided in such
        resolution or agreement, remove any officer for cause or without cause at
        any
        time.
 
 SECTION
        3.02 .  Chairman
        of the Board .
        The
        Chairman shall, if present, preside at all meetings of the shareholders and
        Board of Directors. The Chairman shall act as lead director and serve as
        principal interface between the Board of Directors and management of the
        Corporation and shall work with the Chief Executive Officer to develop agendas
        for all meetings of the Board of Directors. He shall also consult with and
        recommend to the Nominating and Corporate Governance Committee, the membership
        of the various committees of the Board of Directors. The Chairman shall have
        the
        right to attend committee meetings of the Board of Directors whenever
        appropriate. The Chairman shall also do and perform any and all other acts
        and
        duties which may be assigned to him from time to time by the Board of
        Directors.
 
 4
 SECTION
        3.03 .  Chairman
        of Executive Committee .
        The
        Chairman of the Executive Committee shall, if present, preside at all meetings
        of the Executive Committee and shall do and perform all other acts and duties
        which may be assigned to him from time to time by the Board of
        Directors.
 
 SECTION
        3.04 .  President .
        In the
        absence of the Chairman of the Board or his inability to act, the President
        shall preside at all meetings of the shareholders and of the Board of Directors.
        The President shall do and perform all other acts and duties which may be
        assigned to him from time to time by the Board of Directors or the Chairman
        of
        the Board.
 
 SECTION
        3.04A .  Vice
        Presidents .
        The
        Vice Presidents shall do and perform such acts and duties as may be assigned
        to
        them from time to time by the Board of Directors, the Chairman of the Board
        or
        the President.
 
 SECTION
        3.04B .  Designations
        of CEO and COO. The
        Board of Directors shall from time to time designate the persons, whether
        by
        name or title, who shall be the Chief Executive Officer ("CEO") and Chief
        Operating Officer ("COO") of the Corporation. The CEO shall have general
        supervision of the affairs of the Corporation subject to the control of the
        Board of Directors. Both the CEO and the COO shall have the power on behalf
        of
        the Corporation to execute and deliver all contracts, instruments, conveyances
        or documents and to affix the corporate seal thereto.
 
 SECTION
        3.05 .  Secretary .
        The
        Secretary shall keep minutes of the proceedings and the resolutions adopted
        at
        all meetings of the shareholders and the Board of Directors, and shall give
        due
        notice of the meetings of the shareholders and the Board of Directors. He
        shall
        have charge of the seal and all books and papers of the Corporation, and
        shall
        perform all duties incident to his office. In case of the absence or disability
        of the Secretary, his duties and powers may be exercised by such person as
        may
        be appointed by the Board of Directors or the Executive Committee.
 
 SECTION
        3.06 .  Treasurer .
        The
        Treasurer shall receive all the monies belonging to the Corporation, and
        shall
        forthwith deposit the same to the credit of the Corporation in such financial
        institution as may be selected by the Board of Directors or the Executive
        Committee. He shall keep books of account and vouchers for all monies disbursed.
        He shall also perform such other duties as may be prescribed by the Board
        of
        Directors or Executive Committee or the President and in case of the absence
        or
        disability of the Treasurer, his duties and powers may be exercised by such
        person as may be appointed by the Board of Directors or Executive
        Committee.
 
 ARTICLE
        IV
  INDEMNIFICATION
 
 SECTION
        4.01 .  Indemnification .
        (a) The
        Corporation shall indemnify any person who was or is a party or is threatened
        to
        be made a party to any threatened, pending or completed action, suit or
        proceeding, whether civil, criminal, administrative or investigative (other
        than
        an action by or in the right of the Corporation) by reason of the fact that
        he
        is or was a director, officer, employee or agent of the Corporation, or is
        or
        was serving at the request of the Corporation as a director, officer, employee
        or agent of another corporation, partnership, joint venture, trust or other
        enterprise, against expenses (including attorneys' fees), judgments, fines
        and
        amounts paid in settlement actually and reasonably incurred by him in connection
        with such action, suit or proceeding if he acted in good faith and in a manner
        he reasonably believed to be in or not opposed to the best interests of the
        Corporation, and, with respect to any criminal action or proceeding, had
        no
        reasonable cause to believe his conduct was unlawful. The termination of
        any
        action, suit or proceeding by judgment, order, settlement, conviction, or
        upon a
        plea of nolo
        contendere or its
        equivalent, shall not, of itself, create a presumption that the person did
        not
        act in good faith and in a manner which he reasonably believed to be in or
        not
        opposed to the best interests of the Corporation, and, with respect to any
        criminal action or proceeding, had reasonable cause to believe that his conduct
        was unlawful.
 
 5
 (b)  The
        Corporation shall indemnify any person who was or is a party or is threatened
        to
        be made a party to any threatened, pending or completed action or suit by
        or in
        the right of the Corporation to procure a judgment in its favor by reason
        of the
        fact that he is or was a director, officer, employee or agent of the
        Corporation, or is or was serving at the request of the Corporation as a
        director, officer, employee or agent of another corporation, partnership,
        joint
        venture, trust or other enterprise against expenses (including attorneys'
        fees)
        actually and reasonably incurred by him in connection with the defense or
        settlement of such action or suit if he acted in good faith and in a manner
        he
        reasonably believed to be in or not opposed to the best interests of the
        Corporation and except that no indemnification shall be made in respect of
        any
        claim, issue or matter as to which such person shall have been adjudged to
        be
        liable for negligence or misconduct in the performance of his duty to the
        Corporation unless and only to the extent that the Court of Chancery of Delaware
        or the court in which such action or suit was brought shall determine upon
        application that, despite the adjudication of liability but in view of all
        the
        circumstances of the case, such person is fairly and reasonably entitled
        to
        indemnity for such expenses which such Court of Chancery or such other court
        shall deem proper.
 
 (c)  To
        the
        extent that a director, officer, employee or agent of the Corporation has
        been
        successful on the merits or otherwise in defense of any action, suit or
        proceeding referred to in subsections (a) and (b), or in defense of any claim,
        issue or matter therein, he shall be indemnified against expenses (including
        attorneys' fees) actually and reasonably incurred by him in connection
        therewith.
 
 (d)  Any
        indemnification under subsections (a) and (b) (unless ordered by a court)
        shall
        be made by the Corporation only as authorized in the specific case upon a
        determination that indemnification of the director, officer, employee or
        agent
        is proper in the circumstances because he has met the applicable standard
        of
        conduct set forth in subsections (a) and (b). Such determination shall be
        made
        (1) by the Board of Directors by a majority vote of a quorum consisting of
        directors who were not parties to such action, suit or proceeding, or (2)
        if
        such a quorum is not obtainable, or, even if obtainable a quorum of
        disinterested directors so directs, by independent legal counsel in a written
        opinion, or (3) by the stockholders.
 
 (e)  Expenses
        incurred in defending a civil or criminal action, suit or proceeding may
        be paid
        by the Corporation in advance of the final disposition of such action, suit
        or
        proceeding as authorized by the Board of Directors in the manner provided
        in
        subsection (d) upon receipt of an undertaking by or on behalf of the director,
        officer, employee or agent to repay such amount unless it shall ultimately
        be
        determined that he is entitled to be indemnified by the Corporation as
        authorized in this Article IV.
 
 6
 (f)  The
        indemnification provided by this Article IV shall not be deemed exclusive
        of any
        other rights to which those indemnified may be entitled under any by-law,
        agreement, vote of stockholders or disinterested directors or otherwise,
        both as
        to action in his official capacity and as to action in another capacity while
        holding such office, and shall continue as to a person who has ceased to
        be a
        director, officer, employee or agent and shall inure to the benefit of the
        heirs, executors and administrators of such a person.
 
 (g)  The
        Board
        of Directors may authorize, by a vote of a majority of the full Board, the
        Corporation to purchase and maintain insurance on behalf of any person who
        is or
        was a director, officer, employee or agent of the Corporation, or is or was
        serving at the request of the Corporation as a director, officer, employee
        or
        agent of another corporation, partnership, joint venture, trust or other
        enterprise against any liability asserted against him and incurred by him
        in any
        such capacity, or arising out of his status as such, whether or not the
        Corporation would have the power to indemnify him against such liability
        under
        the provisions of this Article IV.
  ARTICLE
        V
  CAPITAL
        STOCK
 
 SECTION
        5.01 .  Share
        Certificates .
        Each
        certificate representing shares of the Corporation shall be in such form
        as may
        be approved by the Board of Directors and, when issued, shall contain upon
        the
        face or back thereof the statements prescribed by the General Corporation
        Law
        and by any other applicable provision of law. Each such certificate shall
        be
        signed by the Chairman or President or a Vice President and by the Secretary
        or
        Treasurer or an Assistant Secretary or Assistant Treasurer. The signatures
        of
        said officers upon a certificate may be facsimile if the certificate is
        countersigned by a transfer agent or registered by a registrar other than
        the
        Corporation itself or its employee. In case any officer who has signed or
        whose
        facsimile signature has been placed upon a certificate shall have ceased
        to be
        such officer before such certificate is issued, it may be issued by the
        Corporation with the same effect as if he were such officer at the date of
        issue.
 
 SECTION
        5.02 .  Lost,
        Destroyed or Stolen Certificates .
        No
        certificate representing shares shall be issued in place of any certificate
        alleged to have been lost, destroyed or stolen, except on production of evidence
        of such loss, destruction or theft and on delivery to the Corporation, if
        the
        Board of Directors shall so require, of a bond of indemnity in such amount,
        upon
        such terms and secured by such surety as the Board of Directors may in its
        discretion require.
 
 SECTION
        5.03 .  Transfer
        of Shares .
        The
        shares of stock of the Corporation shall be transferable or assignable on
        the
        books of the Corporation only by the person to whom they have been issued
        or his
        legal representative, in person or by attorney, and only upon surrender of
        the
        certificate or certificates representing such shares properly assigned. The
        person in whose name shares of stock shall stand on the record of shareholders
        of the Corporation shall be deemed the owner thereof for all purposes as
        regards
        the Corporation.
 
 SECTION
        5.04 .  Record
        Dates .
        For the
        purpose of determining the shareholders entitled to notice of or to vote
        at any
        meeting of shareholders or any adjournment thereof, or to express consent
        to
        corporate action in writing without a meeting, or entitled to receive payment
        of
        any dividend or other distribution or allotment of any rights, or entitled
        to
        exercise any rights in respect of any change, conversion or exchange of stock
        or
        for the purpose of any other action, the Board may fix, in advance, a date
        as
        the record date for any such determination of shareholders. Such date shall
        not
        be more than sixty nor less than ten days before the date of such meeting,
        nor
        more than sixty days prior to any other action.
 
 7
 
 ARTICLE
        VI
  MISCELLANEOUS
 
 SECTION
        6.01 .  Signing
        of Instruments .
        All
        checks, drafts, notes, acceptances, bills of exchange, and orders for the
        payment of money shall be signed in such manner and by such person or persons
        as
        may be authorized from time to time by the Board of Directors or the Executive
        Committee or by the by-laws.
 
 SECTION
        6.02 .  Corporate
        Seal .
        The
        seal of the Corporation shall be in such form and shall have such content
        as the
        Board of Directors shall from time to time determine.
  ARTICLE
        VII
  AMENDMENTS
        OF BY-LAWS
 
 SECTION
        7.01 .  Amendments .
        These
        by-laws may be altered, amended or repealed at any meeting, by vote of a
        majority of the Board of Directors, provided that notices of the proposed
        amendments shall have been sent by mail to all the Directors not less than
        three
        days before the meeting at which they are to be acted upon, or at any regular
        meeting of the Directors, by the unanimous vote of all the Directors
        present.
 
 8