Exhibit 3.1

                                  BY-LAWS

                                    OF

                      COMPETITIVE TECHNOLOGIES, INC.

                       As Amended November 23, 1997


                                 ARTICLE I

                          MEETING OF SHAREHOLDERS


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

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

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

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

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

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

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

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

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


                                ARTICLE II

                                 DIRECTORS


      SECTION 2.01.    Qualifications and Number; Vacancies.  A
Director need not be a shareholder, a citizen of the United States,
or a resident of the State of Delaware.  The number of Directors
constituting the entire Board is hereby fixed at such number as may
be specified by resolution of the Board of Directors adopted by the
same vote which is necessary under Article VII hereof to amend
these by-laws.  The number of Directors may be increased or
decreased by amendment of these by-laws duly adopted by either the
shareholders or the vote of a 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, through less than a
quorum, or by a sole remaining director.

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

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

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

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

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

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

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

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

                                ARTICLE III

                                 OFFICERS

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

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

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

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

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

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

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

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

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

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

                                ARTICLE IV

                              INDEMNIFICATION


      SECTION 4.01.    Indemnification.  (a)  The Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

      (b)  The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless
and only to the extent that the Court of Chancery of Delaware or
the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such
Court of Chancery or such other court shall deem proper.

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

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

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

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

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


                                 ARTICLE V

                               CAPITAL STOCK


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

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

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

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


                                ARTICLE VI

                               MISCELLANEOUS


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

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


                               ARTICLE VII 

                           AMENDMENTS OF BY-LAWS


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