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

                                   FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended October 31, 2009
                 ------------------------------------------------

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer, large accelerated filer and smaller reporting
company" as defined in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]   Accelerated filer [ ]
Non-accelerated filer [ ]   Smaller reporting company [X]

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

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

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

The number of shares of the registrant's common stock outstanding as of December
14, 2009 was 10,530,012.

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

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q



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

Item 1.  Condensed Consolidated Interim Financial Statements (Unaudited)

     Condensed Consolidated Balance Sheets at October 31, 2009
          (unaudited) and July 31, 2009........................................3

     Condensed Consolidated Statements of Operations for the
          three months ended October 31, 2009 (unaudited) and 2008.............4

     Condensed Consolidated Statement of Changes in Shareholders'
          Interest for the three months ended October 31, 2009.(unaudited).....5

     Condensed Consolidated Statement of Cash Flows for the
          three months ended October 31, 2009 (unaudited) and 2008.............6

     Notes to Condensed Consolidated Interim Financial Statements
          (unaudited).....................................................7 - 13

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations......................................14 - 18

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........18

Item 4.  Controls and Procedures...........................................18-19


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

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

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

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

Item 3.  Defaults Upon Senior Securities......................................20

Item 4.  Submission of Matters to a Vote of Security Holders..................20

Item 5.  Other................................................................20

Item 6.  Exhibits.............................................................20

Signatures....................................................................21

Exhibit Index.................................................................22

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

ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                     Condensed Consolidated Balance Sheets

                                             OCTOBER 31, 2009    July 31, 2009
                                             ------------------  ---------------
                                                    (UNAUDITED)
ASSETS
Current Assets:
  Cash and cash equivalents                  $         544,693   $      752,071
  Receivables, net of allowance of
    $101,154 at October 31, 2009 and
    July 31, 2009                                      302,743          199,619
  Prepaid expenses and other current assets            122,187          206,789
                                             ------------------  ---------------
    Total current assets                               969,623        1,158,479

Property and equipment, net                            211,060          203,012
Deferred financing costs, net                          260,198           40,000
                                             ------------------  ---------------

TOTAL ASSETS                                 $       1,440,881   $    1,401,491
                                             ==================  ===============

LIABILITIES AND SHAREHOLDERS' INTEREST
Current Liabilities:
  Accounts payable                           $         300,117   $      352,543
  Accrued expenses and other liabilities               761,432          682,362
                                             ------------------  ---------------
    Total current liabilities                        1,061,549        1,034,905
Deferred Rent                                           78,780           81,418
Deferred Revenue                                        16,000                -
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, s
    20,000,000 share authorized, 10,155,646
    and 9,819,027 shares issued and
    outstanding, respectively                          101,556           98,190
  Capital in excess of par value                    38,639,669       37,887,925
  Accumulated deficit                              (38,517,348)     (37,761,622)
                                             ------------------  ===============
    Total shareholders' interest                       284,552          285,168
                                             ------------------  ---------------

TOTAL LIABILITIES AND
  SHAREHOLDERS' INTEREST                     $       1,440,881   $    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 October 31,
                                                     2009                 2008
                                            --------------  -------------------
REVENUE
Product sales                               $     135,096   $                -
Retained royalties                                  9,001               26,620
Investment income                                      30                5,356
Other income                                            -               71,825
                                            --------------  -------------------
                                                  144,127              103,801
                                            --------------  -------------------
EXPENSES
Personnel and other direct expenses
  relating to revenue                             442,393              678,645
General and administrative expenses               456,291              791,171
Patent enforcement expenses, net of
  reimbursements                                        -                2,085
Insurance recovery                                      -             (400,000)
Interest expense                                    1,169                    -
                                            --------------  -------------------
                                                  899,853            1,071,901
                                            --------------  -------------------

(Loss) before income taxes                       (755,726)            (968,100)
Provision (benefit) for income taxes                    -                    -
                                            --------------  -------------------

NET (LOSS)                                  $    (755,726)  $         (968,100)
                                            ==============  ===================

Basic and diluted (loss) per share          $       (0.08)  $            (0.12)
                                            ==============  ===================


Basic and diluted weighted average number
 of common shares outstanding:                  9,885,432            8,212,461

                             See accompanying notes

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

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
     Condensed Consolidated Statement of Changes in Shareholders' Interest
                  For the Three Months Ended October 31, 2009
                                  (Unaudited)

<TABLE>
<CAPTION>


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

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

Balance - July 31, 2009              2,427  $ 60,675    9,819,027  $ 98,190  $  37,887,925   $(37,761,622)  $      285,168
  NET (LOSS)                                                                                     (755,726)        (755,726)

  COMPENSATION EXPENSE
    FROM STOCK OPTION GRANTS                                                        59,082                          59,082
  ISSUANCE OF FUSION INITIAL
    COMMITMENT SHARES                                      86,933       869        211,247                         212,116
  SALE OF SHARES TO FUSION                                249,686     2,497        522,505                         525,002
  AMORTIZATION OF DEFERRED
    FINANCING COSTS                                                                (41,090)                        (41,090)
                               -----------  --------  -----------  --------  --------------  -------------  ---------------

BALANCE - OCTOBER 31, 2009           2,427  $ 60,675   10,155,646  $101,556  $  38,639,669   $(38,517,348)  $      284,552
  (Unaudited)                  ===========  ========  ===========  ========  ==============  =============  ===============

</TABLE>

                             See accompanying notes

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

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statement of Cash Flows
                                  (Unaudited)

                                                           Three months
                                                      ended October 31,
                                                    2009          2008
                                               ----------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)                                   $(755,726)  $  (968,100)
  Non-cash and other expenses (income)
     in net loss:
    Depreciation and amortization                 13,952        16,218
    Deferred rent                                 (2,638)        1,516
    Share-based compensation - stock options      59,082        52,275
    Accrued stock contribution                    12,500        37,500
  Changes in assets and liabilities:
    Receivables                                 (103,124)     (131,597)
    Prepaid expenses and other assets             84,602        70,372
    Receipt of Customer Deposits                 109,000             -
    Accounts payable, accrued expenses and
      other liabilities                          (78,856)     (262,660)
                                               ----------  ------------
Net cash (used in) operating activities         (661,208)   (1,184,476)
                                               ----------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment            (22,000)       (1,490)
                                               ----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of stock                    525,002       100,001
  Deferred finance charges                       (49,172)       (5,671)
                                               ----------  ------------
Net cash provided by financing activities        475,830        94,330
                                               ----------  ------------

Net (decrease) in cash and cash
  equivalents                                   (207,378)   (1,091,636)
Cash and cash equivalents at beginning
  of period                                      752,071     2,237,095
                                               ----------  ------------

Cash and cash equivalents at end of period     $ 544,693   $ 1,145,459
                                               ==========  ============

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.

     During the first quarter of fiscal 2010, we amortized $41,090 of deferred
financing costs related to our equity financing agreement against Capital in
Excess of Par Value.

                             See accompanying notes

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

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

          Notes to Condensed Consolidated Interim Financial Statements
                                  (Unaudited)

1.     BASIS OF PRESENTATION

     The interim condensed consolidated financial information presented in the
accompanying condensed consolidated financial statements and notes hereto 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. and Asia, with respect to a broad range of life and
physical sciences, electronics, and nanotechnologies originally invented by
individuals, corporations and universities.  We are compensated for our services
by sharing in the profits of distribution or the license and royalty fees
generated from successful licensing of clients' technologies.

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

     We believe we made all adjustments necessary, consisting only of normal
recurring adjustments, to present the unaudited condensed consolidated financial
statements in conformity with accounting principles generally accepted in the
U.S.  The results for the three months ended October 31, 2009 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 fiscal 2010. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include adjustments to reflect the possible future effect of
the recoverability and classification of assets or amounts and classifications
of liabilities that may result from the outcome of this uncertainty.

     The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
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. In
addition, should the company be delisted by the NYSE Amex ("the exchange") and
be unable to obtain listing with another exchange, the company will not be able
to sell shares to Fusion Capital (See Note 11). Failure to develop a recurring
revenue stream sufficient to cover operating expenses would negatively affect
the Company's financial position.

     Our liquidity requirements arise principally from our working capital
needs, including funds needed to find and obtain new technologies or products,
and protect and enforce our intellectual property rights, if necessary.  We fund
our liquidity requirements with a combination of cash on hand and cash flows
from operations, if any, including royalty legal awards.  In addition, we have
the ability to fund our requirements through sales of common stock under the
Fusion Capital Agreement.  At October 31, 2009, we had no outstanding debt, and
no credit facility.

                                     Page 7
<PAGE>

     Our current recurring revenue stream is insufficient for us to be
profitable with our present cost structure. To return to profitability we earned
in 2005 and sustain profitability, we expect to increase recurring revenue by
successfully licensing technologies with current and long-term revenue streams,
and continue to build our portfolio of innovative technologies. We significantly
reduced overhead costs with staff reductions across all company departments,
reduced extraneous litigations, and obtained new technologies to build revenue.
We will continue to monitor our cost structure, and expect to operate within our
generated revenue, cash balances and funding from Fusion Capital.

     In fiscal 2008, distribution agreements granted country-exclusive rights to
Excel Life Sciences, Inc. for India. In fiscal 2009, additional distribution
agreements granted country-exclusive rights to a number of other distributors,
both internationally and in the U.S. Each distributor is required to obtain
local sales authorization. During the First quarter of 2010, a distribution
agreement granted country-exclusive rights to Fintrade Medical for Greece and
Cyprus. Also, as agreed in October 2009, Calmar Pain Relief, LLC, is renting two
devices for treating patients in its North Providence, RI pain clinic, which
opened in November 2009. Additional sales are anticipated from both
organizations in subsequent quarters of fiscal 2010.

2.     NET LOSS PER COMMON SHARE

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

                                                Quarter ended October 31,
                                               --------------------------
                                                        2009         2008
                                               -------------  -----------
     Denominator for basic net income
       (loss) per share, weighted average
       shares outstanding                          9,885,432    8,212,461
     Dilutive effect of common stock options             N/A          N/A
     Denominator for net income (loss)
       per share, assuming dilution                9,885,432    8,212,461
                                               =============  ===========

     Options to purchase 770,750 and 795,750 shares of our common stock at
October 31, 2009 and 2008, respectively, were outstanding but were not included
in the computation of net income (loss) per share because they were
anti-dilutive. Due to the net loss incurred for the quarters ended October 31,
2009 and 2008, 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 dully 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

                                     Page 8
<PAGE>
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.

4.     RECEIVABLES

     Receivables consist of the following:

                                    OCTOBER 31,   July 31,
                                           2009       2009
                                   ------------  ---------
     Royalties, net of allowance
       of $101,154 at October 31,
       2009 and July 31, 2009      $    204,869  $  88,023
     Advance to GEOMC Co. Ltd.           90,559    107,989
     Other                                7,315      3,607
                                   ------------  ---------
     Total receivables             $    302,743  $ 199,619
                                   ============  =========

     GEOMC Co. Ltd., as a commercialization partner, has invested in a
production line for the pain management medical device, and is building
inventory for sales expected to occur in the second quarter of fiscal 2010.  The
company will receive payment of the advance as machines are shipped to our
distributors.

5.     AVAILABLE-FOR-SALE AND EQUITY SECURITIES

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

                                 OCTOBER 31,   July 31,   Number
                                        2009       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, all NTRU assets were acquired
by Security Innovation, an independent provider of secure software located in
Wilmington, MA. We have been advised that the shares of NTRU have been exchanged
for 223,317 shares of stock in the privately held Security Innovation.

6.     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                                     Page 9
<PAGE>
7.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

     Prepaid expenses and other assets consist of the following:

                                          OCTOBER 31, 2009   July 31, 2009
                                         -----------------  --------------
     Prepaid insurance                   $          78,249  $      125,198
     Prepaid investor relations service             20,000          20,000
     Prepaid employee benefits                           -          18,158
     Other                                          23,938          43,433
                                         -----------------  --------------
     Prepaid expenses and other
       current assets                    $         122,187  $      206,789
                                         =================  ==============

8.     PROPERTY AND EQUIPMENT

          Property and equipment, net, consist of the following:

                                          OCTOBER 31, 2009    July 31, 2009
                                         ------------------  ---------------
     Equipment and furnishings           $         441,802   $      419,802
     Leasehold improvements                        113,838          113,838
                                         ------------------  ---------------
          Property and equipment, gross            555,640          533,640
     Accumulated depreciation and
       amortization                               (344,580)        (330,628)
                                         ------------------  ---------------
          Property and equipment, net    $         211,060   $      203,012
                                         ==================  ===============

     Depreciation expense was $13,952 and $16,218, during the first quarter of
fiscal 2010 and 2009, respectively.

9.     ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued expenses and other liabilities consist of the following:

                                       OCTOBER 31,   July 31,
                                              2009       2009
                                      ------------  ---------

     Royalties payable                $     31,059  $  54,093
     Deferred Executive Payroll            162,269    126,538
     Accrued 401(K) contribution            62,500     50,000
     Accrued Directors' Stock
       Option Compensation                  30,000     30,000
     Other accrued compensation             16,943          -
     Accrued audit fees                    134,664    100,000
     Accrued legal fees                    147,678    197,214
     Other accrued professional fees         9,375      7,500
     Accrued Directors Fees                  4,833     59,833
     Customer Deposit                       85,000          -
     Unclaimed property liability           25,431     25,431
     Deferred Revenue                        8,000          -
     Other                                  43,680     31,753
                                      ------------  ---------
     Accrued expenses and other
       liabilities                    $    761,432  $ 682,362
                                      ============  =========

                                   Page 10
<PAGE>
10.     DEFERRED REVENUE

     During October of 2009, the company entered into an agreement to rent two
of our Calmare Therapy Treatment pain therapy devices.  The monthly rental
amount is $2,400 for both devices and the terms are month to month.  The
agreement required our customer to make a non-refundable upfront payment of
$24,000.  We will amortize this upfront payment into income over a period of
three years, which is the expected life of the agreement.  The current portion
of this payment is $8,000; the long-term portion is $16,000. None of this
upfront payment was amortized in the first quarter of fiscal 2010.

11.     SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION PLANS

     During the first quarter of fiscal 2010, the company recognized expense of
$59,082 for stock options issued to employees in prior years.

     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 quarter of fiscal 2010, the Company sold 243,981 shares of
common stock, and issued 5,705 additional commitment shares to Fusion Capital
per the terms of the 2009 Agreement. Total proceeds realized from these sales
were approximately $525,000. In addition, we amortized approximately $41,090 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 the Company Form
10-K for the fiscal year ended July 31, 2008 did not meet continued listing
standards as set forth in Part 10 of the Exchange Company Guide, and the Company
has therefore become subject to the procedures and requirements of Section 1009
of the 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 11
<PAGE>
     On December 18, 2008, the company submitted a business plan to the Exchange
detailing actions it will 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.

     The Company will continue its listing during the plan period up to June 2,
2010, during which time it will be subject to periodic review to determine
whether it is making progress consistent with the plan.  If the Company is not
in compliance with the continued listing standards at the conclusion of the plan
period or does not make progress consistent with the plan during the plan
period, the Exchange staff will initiate delisting procedures as appropriate.
The Company is allowed to appeal a staff determination to initiate delisting
proceedings in accordance with Section 1010 and Part 12 of the Exchange Company
Guide.  Per the 2009 Agreement with Fusion Capital, should we be delisted from
the exchange and unable to obtain listing with another exchange, we will be
unable to sell shares to Fusion Capital.

12.     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 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.

     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

                                   Page 12
<PAGE>
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.

13.     SUBSEQUENT EVENTS

     The Company has evaluated subsequent events through December 14, 2009,
which is the date financial statements were issued, and has concluded that no
such events or transactions took place which would require disclosure herein.

                                   Page 13
<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.

     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 fiscal 2010. 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.

                                   Page 14
<PAGE>

     The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or pursuing sales of certain assets and technologies while
we pursue licensing and distribution opportunities for our remaining portfolio
of technologies.  The company does not have any significant individual cash or
capital requirements in the budget going forward.  In addition, we will sell
shares to 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 efforts or that we
will be able to obtain alternative financing should our stock price fall below
$1.00 per share.  Failure to develop a recurring revenue stream sufficient to
cover operating expenses would negatively affect the Company's financial
position.  In addition, should the company be delisted by the NYSE Amex ("the
exchange") and be unable to obtain listing with another exchange, the company
will not be able to sell shares to Fusion Capital (See Note 11).

RESULTS OF OPERATIONS - THREE MONTHS ENDED OCTOBER 31, 2009 ("FIRST QUARTER
2010") VS. THREE MONTHS ENDED OCTOBER 31, 2008 ("FIRST QUARTER 2009")

     SUMMARY OF RESULTS

     We incurred a net loss of $756,000 or $0.08 per share for the first quarter
2010, compared to a net loss of $968,000 or $0.12 per share for the first
quarter 2009, a 22% decrease in net loss of $212,000, or $0.04 per share. As
explained in detail below, the decrease in the net loss reflects a decrease of
$172,000 in expenses and an increase in revenue of $40,000.

     REVENUE

     In the first quarter 2010, total revenue was $144,000, compared to $104,000
for the first quarter 2009, a 38% increase or $40,000.

     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 first quarter of fiscal 2010 were for the sale and
shipment of 12 Calmare  Therapy Treatment pain therapy management devices.
There were no sales of this device in the first quarter of fiscal 2009.

     Retained royalties for the first quarter 2010 were $9,000, which was
$18,000, or 67% less than the $27,000 of retained royalties reported in the
first quarter 2009. The main reason for the decrease was the expiration of the
patent on our novel infectious bursal disease virus vaccine during the second
quarter of fiscal 2009. We had recorded $15,000 of royalties from this
technology in the first quarter of fiscal 2009.

     In the first quarter of fiscal 2009 we recorded $71,000 revenue from a
one-time sale of our flip chip patent.

     Investment income includes dividends and interest earned on our invested
cash.  Investment income was $0 in the first quarter 2010, which was a decrease
of $5,000, or 100% from the $5,000 reported for the first quarter 2009.  The
decrease was primarily due to lower invested balances for the current quarter as
compared to the prior year quarter.


                                   Page 15
<PAGE>
     EXPENSES

                                         For the three months ended October 31,
                                 -----------------------------------------------
                                                        Increase     % Increase
                                     2009        2008    (Decrease)   (Decrease)
                                 --------  -----------  -----------  -----------

Personnel and other direct
  expenses relating to revenue   $442,000  $  679,000   $ (237,000)         (35)
General and administrative
  expenses                        456,000     791,000     (335,000)         (42)
Patent enforcement expenses net
  of reimbursements                     -       2,000       (2,000)        (100)
Interest expense                    1,000           -        1,000          100
Insurance recovery                      -    (400,000)     400,000          100
                                 --------  -----------  -----------  -----------
  TOTAL EXPENSES                 $899,000  $1,072,000   $ (173,000)         (16)
                                 ========  ===========  ===========  ===========

     Total expenses decreased $173,000 or 16% in the first quarter 2010,
compared to the first quarter 2009.

     Personnel and other direct expenses relating to revenue decreased a net
$237,000 or 35% in the first quarter  2010, compared to the first quarter 2009.
Payroll and related benefits are lower in the first quarter of fiscal 2010
($73,000) as a result of reducing full-time equivalent headcount from 12 to 9.
In addition, we recorded $12,000 in severance during the first quarter of fiscal
2009, while there were no headcount reductions resulting in severance payments
in the first quarter of fiscal 2010.  During the first quarter of fiscal 2010,
costs to commercialize our pain management device were $106,000 less than in the
first quarter of fiscal 2009.  Most of the costs incurred in the prior year were
paid to consultants who assisted us with the FDA approval process.  FDA
clearance was obtained in February 2009, so these types of costs going forward
will be greatly reduced.  Costs for the employer contribution to our 401(k) plan
were $25,000 less than in the first quarter of fiscal 2009.  We are currently
accruing costs assuming a $50,000 contribution for fiscal 2010.  During the
first quarter of fiscal 2009 we were accruing costs assuming a $150,000 annual
contribution.  Consulting costs are $37,000 less in the first quarter of fiscal
2010 as management has made a concerted effort to reduce unnecessary expenses.
These decreases in costs were offset by $15,000 of recruiting costs incurred in
the first quarter of fiscal 2010.  The company is actively seeking a sales
person to help implement the company's business plan for our pain management
technology.

     General and administrative expenses decreased a net $335,000 in the first
quarter 2010, compared to the first quarter 2009.  The decrease is primarily due
to reductions in legal fees of $245,000, as a result of less active litigation;
a $20,000 reduction in directors and officers liability insurance as a result of
lower premiums; and $80,000 lower costs for our SOX compliance program.  This
was obtained because most of the work for fiscal 2009 was performed by our
outside consultants before year-end.  For fiscal 2008, our outside consultants
performed most of their work in the first quarter of fiscal 2009.

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

     Interest expense in the first quarter of fiscal 2010 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. No interest expense
should be incurred after December 31, 2009.

     Insurance recovery in the first quarter of fiscal 2009 represents
settlement of our action against Federal Insurance to cover our loss in the
Agrofrut transaction.

     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

                                   Page 16
<PAGE>
awards.  In addition, we have the ability to fund our requirements through sales
of common stock under the Fusion Capital agreement.  At October 31, 2009, 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. In fiscal 2010, we will raise cash through sale of
stock to Fusion Capital as needed, when our stock price is at or above $1.00. If
necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or the sales of certain assets and technologies while we
pursue licensing opportunities for our remaining portfolio of technologies. In
addition, should the company be delisted by the NYSE Amex ("the exchange") and
be unable to obtain listing with another exchange, the company will not be able
to sell shares to Fusion Capital (See Note 11).

     In late fiscal 2007, we obtained exclusive worldwide distribution rights to
a non-invasive pain management therapy device for rapid treatment of
high-intensity oncologic and neuropathic pain, including pain resistant to
morphine and other drugs.  Developed in Italy by CTT's client, Prof. Giuseppe
Marineo, DSc, MD, the technology was brought to CTT through the efforts of Prof.
Giancarlo Elia Valori of the Italian business development group, Sviluppo Lazio
S.p.A., and assistance from the Zangani Investor Community(TM).  The unit, with
a biophysical rather than a biochemical approach, uses a multi-processor able to
simultaneously treat multiple pain areas by applying surface electrodes to the
skin.  The device's European CE mark certification allows it to be distributed
and sold throughout Europe, and makes it eligible for approval for distribution
and sales in multiple global markets.  U.S. FDA 510(k) clearance for the device
was awarded in February 2009, opening the door to U.S. sales.  CTT partner GEOMC
Co., Ltd. of Korea is manufacturing the product commercially for worldwide
distribution.

     In fiscal 2008, distribution agreements granted country-exclusive rights to
Excel Life Sciences, Inc. for India. In fiscal 2009, additional distribution
agreements granted country-exclusive rights to a number of other distributors,
both internationally and in the U.S.  Each distributor is required to obtain
local sales authorization. During the First quarter of 2010, a distribution
agreement granted country-exclusive rights to Fintrade Medical for Greece and
Cyprus. Calmar Pain Relief, LLC, is renting two devices for treating patients in
its North Providence, RI pain clinic, set to open in November 2009. Additional
sales are anticipated from both organizations in subsequent quarters of fiscal
2010.

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

     At October 31, 2009, cash and cash equivalents were $545,000 compared to
$752,000 at July 31, 2009.  The loss of $756,000 for the first three months of
fiscal 2010 contained non-cash charges of $83,000 and reduction in assets and
liabilities of $12,000, resulting in cash used in operations of $661,000.
Capital expenditures for the first quarter of fiscal 2010 were $22,000.  We sold
shares to Fusion Capital per our equity financing agreement totaling $525,000.
These activities reduced cash by $207,000.  As of December 14, 2009, our cash
and cash equivalents balance is $1.0 million.

     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.

                                   Page 17
<PAGE>
     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.

     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 October 31, 2009, 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 $204,708, 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 $475 of
these obligations in the first quarter of fiscal 2010.

     We engage independent consultants who provide us with business development
and/or evaluation services under contracts that are cancelable on certain
written notice.  These contracts include contingencies for potential incentive
compensation earned solely on sales resulting directly from the work of the
consultant.  For the first quarter of fiscal 2009, we neither accrued nor paid
significant incentive compensation under such contracts.  For fiscal 2010, we
recorded approximately $11,000 of contingent incentive compensation expense in
the first quarter.

     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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

                                   Page 18
<PAGE>
ITEM 4.  CONTROLS AND PROCEDURES

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

     Our management, including our President, Chief Executive Officer, and
Interim Chief Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Securities
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2009. 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 October 31, 2009.

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

     There were no changes in our internal control over financial reporting for
the period ending October 31, 2009, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.



                                   Page 19
<PAGE>
PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

     See Part I, Note 12 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

     None

Item 3.     Defaults Upon Senior Securities

     None

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

     None

Item 5.     Changes in Registrant's Certifying Accountant

     None.

Item 6.     Exhibits

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

                                   Page 20
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              COMPETITIVE TECHNOLOGIES, INC.
                              (the registrant)

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

December 14, 2009


                                   Page 21
<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 22