EXHIBIT 4.3

                      COMPETITIVE TECHNOLOGIES, INC.
                 1996 DIRECTORS' STOCK PARTICIPATION PLAN



1.    Definitions.

      (a)  "Plan" means this 1996 Directors' Stock Participation
Plan.
      (b)  "Company" means Competitive Technologies, Inc.
      (c)  "Director" means a person who is a director of the
Company and is not an employee of the Company or any subsidiary of
the Company.

2.    Purpose.

      The purpose of the Plan is to attract and retain qualified
Directors and to promote the best interests of the Company by
giving them a proprietary interest in and closer identity with the
Company through increased stock ownership.

3.    Stock Subject to Plan.

      An aggregate of 100,000 shares of the Company's Common Stock
shall be reserved for issuance under the Plan.  Adjustment in the
shares subject to the Plan shall be made as provided in Paragraph
6.

4.    Issuance of Stock.

      On the first business day in January of each year for a period
of ten years commencing in 1997 and ending in 2006, the Company
shall issue to each Director who has been elected by the
stockholders of the Company and who has served as a Director for a
period of at least one year in consideration of the services
rendered to the Company by such Director, an annual number of
shares of the Company's Common Stock (rounded to the nearest whole
share) equal to the lesser of (i) $15,000 divided by the per share
fair market value of such Common Stock on the date of issuance, or
(ii) 2,500 shares.

      In situations where a Director leaves the Board after
completing a full year of service but before the January 1st
issuance date, the annual stock compensation as described above
shall be payable on a pro-rata basis up to the time of termination.

      Shares issued under the Plan may be either authorized but
unissued shares or treasury shares.  The Company shall in every
case have a reasonable time to cause certificates for shares to be
prepared and delivered.
      
5.    Agreement of Director.

      As a condition to issuance and receipt of shares, if the
Company in its sole discretion determines that such agreement is
necessary in order to comply with Federal or State securities laws
or other applicable laws, such Director shall agree that he takes
the shares issued to him under the Plan for investment and not with
any present intention to resell or distribute the same, and he
shall sign and deliver to the Company a certificate to such effect
at the time of such issuance.  In such event the certificates
evidencing such shares shall be appropriately legended and stop
transfer instructions shall be placed with the Transfer Agent for
the Company's Common Stock.  The Company shall have no liability
for failure to issue shares pending the meeting of any requirements
which the Company is advised by counsel must be met under Federal
or State securities laws or other applicable laws before such
shares may be issued under the Plan.

6.    Change in Shares.

      If any change is made in the Company's outstanding shares of
Common Stock by reason of stock dividend in excess of 3% in the
aggregate during any fiscal year of the Company, change in par
value, stock split-up, recapitalization, reclassification or
combination of shares, appropriate adjustment, disregarding
fractional shares, shall be made to the kind and number of shares
issuable under the Plan.

7.    Effective Date; Term of Plan.

      The Plan shall become effective when approved by the
stockholders of the Company and shall terminate following the close
of business on the first business day of January, 2006.

8.    Amendments.

      No amendment to the Plan shall be made, except upon approval
of the stockholders of the Company, which will increase the number
of shares reserved for issuance under the Plan, change the
eligibility provisions or the formula for determining the number of
shares to be issued as provided in Paragraph 4, or extend the term
of the Plan; and no amendment to Plan provisions specifying the
eligibility provisions or the formula for determining the amount,
price and timing of shares to be issued shall be made more than
once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act,
or the rules thereunder.