COMPETITIVE TECHNOLOGIES, INC.

Corporate Standards of Conduct



1.  Introduction



Competitive Technologies, Inc.'s (the "Company") financial

success, value to society and the respect it earns depend not

only on the Company's financial performance, but also on the

principles under which the Company does business and its

directors', officers', and employees' reputation for integrity,

excellence and service.  Pride in our Company must be based both

on what we accomplish and how we accomplish it.



The policies that follow reflect the philosophy that the

Company's integrity is a fundamental and valuable asset.



These Standards go beyond the letter of the law.  Where possible,

guidance provided by these policies is specific.  However, there

are cases in which specific guidance is not feasible.  Therefore,

the most important source of guidance must be each individual's

good judgment, sensitivity to what is right, and strong desire to

do nothing that might bring discredit upon the individual or the

Company.



All of the Company's officers, directors and employees,

wherever they may be located, must read these Standards of

Conduct and be familiar with them.  Adherence to these Standards

is a condition of employment.  These Standards of Conduct govern

the relationship between the Company and its directors, officers

and employees; they are not intended, however, to confer on any

party other than the Company any additional rights or remedies.



These Standards of Conduct apply to the officers, directors and

employees of all subsidiaries of the Company, and references in

these Standards to the "Company" include, unless the context

requires otherwise, officers, directors and employees of such

subsidiaries.



2.  Corporate Compliance Officer



The Company's Board of Directors has designated Paul

Levitsky to be the Corporate Compliance Officer and has charged

him with the responsibility for ensuring that these Standards of

Conduct and the Company's related policies and procedures govern

the business activities of all Company directors, officers and

employees.



You may contact the Corporate Compliance Officer by calling (203)

255-6044.



3.  Duty to Seek Guidance



The designation of a Corporate Compliance Officer in no way

diminishes your responsibility to comply with these Standards of

Conduct and the Company's related policies and procedures, nor

does it diminish every supervisor's responsibility to ensure that

those employees for whom he or she has responsibility comply with

these Standards of Conduct and related policies and procedures.



If you have any questions regarding these Standards of Conduct or

how to comply with them, you have a duty to seek guidance from

your immediate supervisor or the Corporate Compliance Officer.



4.  Duty to Report Violations



If you have knowledge of a violation of these policies

and/or of questionable or improper behavior, you should report

the matter to your immediate supervisor and to the Corporate

Compliance Officer.



If the foregoing reporting requirements are inappropriate

under the circumstances, violations should be reported to the

Chairman of the Audit Committee of the Board of Directors.



5.  Compliance with the Law



It is the Company's objective that its business at all times

be conducted in compliance with applicable laws, regulations and

government requirements.



6.  Policy on Harassment



It is the Company's express policy that everyone is

responsible for assuring that the workplace is free of sexual

harassment and harassment based on any other protected

classification (as listed in our Policy on Discrimination).



The Company is committed to providing a work environment

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