<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>a4761501ex4.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SHARE INCENTIVE PLAN
<TEXT>
                                                                    Exhibit 4(e)



                             AMENDMENT NO. 1 TO THE

                    COPYTELE, INC. 2003 SHARE INCENTIVE PLAN



     By  resolution  of the Board of Directors  of CopyTele,  Inc. on October 8,
2004,  the Board of Directors  approved an amendment to the  CopyTele,  Inc 2003
Share  Incentive  Plan to increase the number of shares of Common Stock that may
be issued thereunder from 15,000,000 to 30,000,000.





</TEXT>
</DOCUMENT>
