COMPETITIVE TECHNOLOGIES, INC.



                            Corporate Code of Conduct



                                  January 2005



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                         COMPETITIVE TECHNOLOGIES, INC.





                            Corporate Code of Conduct

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Dear Colleague:



The financial success and value to society of Competitive Technologies, Inc.

(the "Company" or "CTT"), as well as the respect it earns, depend not only on

the Company's financial performance, but also on the principles under which the

directors, officers and employees of the Company conduct its business. Pride in

our Company must be based both on what we accomplish and how we accomplish it.



CTT's Corporate Code of Conduct (the "Code") reflects the philosophy that our

integrity and the manner in which we do business are essential to our success.

The Code is designed to give a broad and clear understanding of the conduct that

is expected of all of our employees, officers and directors, and goes beyond the

letter of the law. Where possible, specific guidance is provided; however, there

will almost certainly be situations where specific guidance is not provided by

the Code. An equally important source of guidance therefore 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.



What you read in the Code probably will not surprise you, because the overriding

theme of the Code can be summed up as follows: representatives of CTT must at

all times, and in all matters, act with integrity and honesty.









John B. Nano

President and

Chief Executive Officer





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Persons Covered by the Code.



The Code applies to all of the officers, employees and directors of CTT and its

subsidiaries, and all such persons must read this Code and be familiar with its

contents and requirements. Unless the context requires otherwise, words in the

Code such as "you" or "your" or "employees" or "personnel" refer to all

officers, employees and directors of CTT and its subsidiaries.



This Code is intended to provide sufficient guidance to enable CTT's personnel

to conduct the Company's business with the utmost integrity. The Code does not,

however, confer on any party other than the Company any additional rights or

remedies, and it is not a contract, express or implied, guaranteeing employment

for any specific duration or guaranteeing any specific terms or conditions of

employment. The policies stated in the Code may be changed, suspended or

cancelled at any time in the sole discretion of the Company.



Some Highlights of the Code.



o    Employees must follow the law at all times, wherever they are.



o    Employees must avoid conflicts of interest. Be aware of appearances.



o    Financial records - both for internal activities and external transactions

     - must be timely and accurate.



o    Company assets - including computers, materials, and work time - must not

     be used for personal benefit.



o    Customers and suppliers must be dealt with fairly and at arm's length.



o    Employees must never attempt to bribe or improperly influence a government

     official or anyone else.



o    Employees must safeguard the Company's confidential information.



o    Violations of the Code include asking other employees to violate the Code,

     not reporting a Code violation, or failing to cooperate in a Code

     investigation.



o    Violating the Code will result in discipline. Discipline will vary

     depending on the circumstances of the particular violation and may include,

     among other things, a letter of reprimand, demotion, decrease in pay, loss

     of bonus or stock options, suspension, or even termination of employment.



o    If you have questions about the Code or any situation that may be covered

     by Code, always ask for guidance!





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Comply With The Law.



Always follow and fully comply with all applicable laws, rules and regulations,

and with this Code, wherever you are and in all circumstances that may arise

during your employment with the Company. Your obligation to comply with all

pertinent laws, rules and regulations applies whether or not the conduct or

situation at issue is specifically described in or covered by this Code.







You Are Accountable.



It is your responsibility to read and understand this Code. You must comply with

this Code in both letter and spirit. Ignorance of the Code will not excuse you

from its requirements.



You have an obligation to raise any concerns about possible violations of the

Code. This includes situations where a manager or colleague, or anyone outside

the Company, asks you to do anything that violates the Code. You also have an

obligation to cooperate with any investigation by the Company concerning a

possible violation of the Code. It is every employee's responsibility to

actively ensure that his/her conduct, as well as the conduct of the other

employees of the Company, complies with the Code.



If you violate any provision of this Code, you will be subject to disciplinary

action. Such disciplinary action is in the sole discretion of the Company and

may include, but may not be limited to, reprimand, suspension, demotion,

reduction or loss of pay or other compensation, or termination of employment.



If you are uncertain about whether any conduct is in violation of the Code, you

should ask for guidance from your supervisor or the Corporate Compliance

Officer.

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