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<SEC-DOCUMENT>0001157523-04-010539.txt : 20041110
<SEC-HEADER>0001157523-04-010539.hdr.sgml : 20041110
<ACCEPTANCE-DATETIME>20041109172300
ACCESSION NUMBER:		0001157523-04-010539
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20041109
DATE AS OF CHANGE:		20041109
EFFECTIVENESS DATE:		20041109

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COPYTELE INC
		CENTRAL INDEX KEY:			0000715446
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				112622630
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0606

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-120333
		FILM NUMBER:		041130711

	BUSINESS ADDRESS:	
		STREET 1:		900 WALT WHITMAN RD
		CITY:			HUNTINGTON STATION
		STATE:			NY
		ZIP:			11746
		BUSINESS PHONE:		5165495900

	MAIL ADDRESS:	
		STREET 1:		900 WALT WHITMNA ROAD
		CITY:			HUNTINGTON STATION
		STATE:			NY
		ZIP:			11746
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a4761501.txt
<DESCRIPTION>COPYTELE S-8
<TEXT>
    As filed with the Securities and Exchange Commission on November 9, 2004
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ___________


                                 COPYTELE, INC.

             (Exact Name of Registrant as Specified in its Charter)

                       Delaware                                11-2622630
   (State or Other Jurisdiction of Incorporation            (I.R.S. Employer
                   or Organization)                        Identification No.)

                              900 Walt Whitman Road
                            Melville, New York 11747
                                 (631) 549-5900
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                    COPYTELE, INC. 2003 SHARE INCENTIVE PLAN
                              (Full Title of Plan)


                                 Denis A. Krusos
                Chairman of the Board and Chief Executive Officer
                                 CopyTele, Inc.
                              900 Walt Whitman Road
                            Melville, New York 11747
                                 (631) 549-5900

                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
<CAPTION>

                                                     CALCULATION OF REGISTRATION FEE
===============================================================================================================================
 Title of Each Class of Securities to be      Amount to be        Proposed Maximum      Proposed Maximum         Amount of
               Registered                     Registered(1)       Offering Price Per    Aggregate Offering    Registration Fee
                                                                       Share(2)              Price(2)
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                    <C>                   <C>                   <C>
Common Stock, par value $0.01 per share    15,000,000 shares (3)       $0.965              $14,475,000           $1,833.98
===============================================================================================================================
</TABLE>

(1)  Plus such indeterminate  number of shares of Common Stock of the Registrant
     as may be issued to prevent dilution resulting from stock dividends,  stock
     splits  or  similar  transactions  in  accordance  with  Rule 416 under the
     Securities Act of 1933.
(2)  Estimated  pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
     of 1933,  based upon the  average  of the high and low sales  prices of the
     Registrant's  Common  Stock  on  the  Over-the-Counter  Bulletin  Board  on
     November 3, 2004.
(3)  Represents  the  registration  of shares of Common Stock issuable under the
     CopyTele,  Inc.  2003  Share  Incentive  Plan.  Registrant  has  previously
     registered  20,000,000  shares of its Common  Stock (as  adjusted for stock
     splits)  under  Registration  Statements  on  Form  S-8  (Registration  No.
     33-72716,   filed  December  9,  1993,  Registration  No.  33-62381,  filed
     September 6, 1995,  and  Registration  No.  333-16933,  filed  November 27,
     1996),  in connection  with its CopyTele,  Inc. 1993 Stock Option Plan, for
     which  registration  fees were previously  paid, has previously  registered
     15,000,000 shares of its Common Stock under Registration Statements on Form
     S-8 (Registration No.  333-53416,  filed January 9, 2001,  Registration No.
     333-69650,  filed September 19, 2001, and Registration No. 333-99717, filed
     September 18,  2002),  in  connection  with its  CopyTele,  Inc. 2000 Share
     Incentive Plan, for which  registration  fees were previously paid, and has
     previously   registered   15,000,000  shares  of  its  Common  Stock  under
     Registration Statement on Form S-8 (Registration No. 333-105012,  filed May
     5, 2003), in connection with its CopyTele,  Inc. 2003 Share Incentive Plan,
     for which  registration fees were previously paid.  Pursuant to Rule 429 of
     the Securities Act of 1933, as amended,  the  prospectus  contained  herein
     also relates to the shares of Common Stock previously registered under such
     Registration Statements on Form S-8. See the Rule 429 note below.

As permitted by Rule 429 under the Securities Act of 1933, the prospectus  filed
together with this registration statement is a combined reoffer prospectus which
shall be deemed a  post-effective  amendment  to the  registrant's  Registration
Statements  on Form S-8,  Registration  No.  33-72716,  filed  December 9, 1993,
Registration No. 33-62381,  filed September 6, 1995, Registration No. 333-16933,
filed  November 27, 1996,  Registration  No.  333-53416,  filed January 9, 2001,
Registration  No.  333-69650,   filed  September  19,  2001,   Registration  No.
333-99717, filed September 18, 2002, and Registration No. 333-105012,  filed May
5, 2003.
<PAGE>


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.
     -------

     CopyTele,  Inc. (the "Company" or "we" or "us") has filed  previously  with
the  Securities  and  Exchange   Commission  (the   "Commission")   Registration
Statements  on Form S-8  (Registration  No.  33-72716,  filed  December 9, 1993,
Registration No. 33-62381,  filed September 6, 1995, Registration No. 333-16933,
filed  November 27, 1996,  Registration  No.  333-53416,  filed January 9, 2001,
Registration  No.  333-69650,   filed  September  19,  2001,   Registration  No.
333-99717, filed September 18, 2002, and Registration No. 333-105012,  filed May
5, 2003) to register  shares of our common stock,  par value $.01 per share (the
"Common Stock"),  issued or issuable pursuant to our 1993 Stock Option Plan, our
CopyTele,  Inc. 2000 Share  Incentive  Plan,  and our CopyTele,  Inc. 2003 Share
Incentive Plan. This Registration Statement has been prepared in accordance with
the  requirements  of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), to register  15,000,000  additional shares issued or issuable
pursuant to our 2003 Share Incentive Plan and to file a prospectus,  prepared in
accordance with the requirements of Part I of Form S-3 and,  pursuant to General
Instruction  C of Form S-8, to be used for  reoffers and resales of Common Stock
acquired  by  persons  named  therein  under our 1993  Stock  Option  Plan,  our
Copytele,  Inc.  2000 Share  Incentive  Plan or our  Copytele,  Inc.  2003 Share
Incentive Plan.

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement will be sent or given to plan  participants as specified
by Rule 428(b)(1) of the  Securities  Act. Such documents are not required to be
and are not filed with the Securities and Exchange  Commission either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant  to Rule  424.  These  documents  and  the  documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.





<PAGE>


REOFFER PROSPECTUS

                                 CopyTele, Inc.
                     Common Stock (Par Value $.01 Per Share)

                     3,554,580 shares of Common Stock under
                           the 1993 Stock Option Plan

                     1,660,000 shares of Common Stock under
                  the CopyTele, Inc. 2000 Share Incentive Plan

                     18,600,000 shares of Common Stock under
                  the CopyTele, Inc. 2003 Share Incentive Plan

     This  prospectus  relates  to the  offer  and  sale  from  time  to time by
directors,  officers  and/or other key  employees  and  consultants,  who may be
considered  our  "affiliates",  of up to  23,814,580  shares of our common stock
which have been or may be acquired  pursuant to our 1993 Stock Option  Plan,  as
amended,  our Copytele,  Inc.  2000 Share  Incentive  Plan, as amended,  and our
Copytele,  Inc.  2003 Share  Incentive  Plan, as amended,  including  10,404,580
shares issuable on exercise of options held as of the date of this prospectus by
officers  and  directors,  as  listed on page 8 and 9 of this  prospectus  under
"Selling  Shareholders."  We will not receive any of the proceeds  from sales by
the selling shareholders.

     The  selling  shareholders  propose to sell the shares from time to time in
transactions  occurring  either on or off the OTC Bulletin  Board (or such other
market, if any, on which our common stock may be listed or quoted) at prevailing
market prices or at negotiated  prices.  Sales may be made through brokers or to
dealers, who are expected to receive customary commissions or discounts.

     The  selling  shareholders  and  participating  brokers  and dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, in
which event any profit on the sale of shares of those selling  shareholders  and
any commissions or discounts  received by those brokers or dealers may be deemed
to be underwriting compensation under the Securities Act.

     Our  common  stock is traded on the OTC  Bulletin  Board  under the  symbol
"COPY".  On November 3, 2004,  the closing price of our common stock as reported
by the OTC Bulletin Board was $1.00 per share.

     We are paying all expenses of registration incurred in connection with this
offering but the selling  shareholders  will pay all brokerage  commissions  and
other selling expenses.

     See "Risk Factors"  beginning on Page 5 of this prospectus for a discussion
of certain risks and other factors that you should  consider  before  purchasing
our common stock.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.



                 The date of this prospectus is November 9, 2004


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Where You Can Find More Information.......................................    2
The Company...............................................................    3
Risk Factors..............................................................    5
Selling Shareholders......................................................    8
Use of Proceeds...........................................................    9
Plan of Distribution......................................................    9
Legal Matters.............................................................   10
Experts...................................................................   10


     You  should  only rely on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with  different  information.  The common stock is not being
offered  in any state  where the offer is not  permitted.  You should not assume
that the  information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  required by the  Securities  Exchange Act of 1934,  as amended (the
"Exchange Act"), with the Securities and Exchange  Commission  ("SEC").  You may
read and copy any document we file at the SEC's public reference room located at
450 5th Street,  N. W.,  Washington,  D.C.  20549.  Please call the SEC at 1-800
SEC-0330 for further  information on the public  reference room. Our SEC filings
are also available to the public from the SEC's web site at: http:/www.sec.gov.

     We have filed with the SEC  registration  statements  on Form S-8 under the
Securities  Act  with  respect  to the  common  stock.  This  prospectus,  which
constitutes a part of those  registration  statements,  does not contain all the
information contained in those registration  statements and their exhibits.  For
further  information  with respect to CopyTele and our common stock,  you should
consult those registration  statements and their exhibits.  Statements contained
in this  prospectus  concerning the provisions of any documents are  necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC.

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring  you to the  other  information  we  have  filed  with  the  SEC.  The
information  that we  incorporate  by reference is considered to be part of this
prospectus,  and information that we file later with the SEC will  automatically
update and supersede this information.

     The following  documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 0-11254) and any future filings under Sections 13(a),
13(c),  14 or 15(d) of the  Exchange  Act made prior to the  termination  of the
offering are incorporated by reference:

     (i)   our Annual Report on Form 10-K for the fiscal year ended  October 31,
           2003;

     (ii)  our Quarterly  Reports  on Form 10-Q for the  fiscal  quarters  ended
           January 31, 2004, April 30, 2004, and July 31, 2004;


                                       2
<PAGE>

     (iii) our Current  Reports  on  Form  8-K  dated  September  16,  2004  and
           September 22, 2004; and

     (iv)  the description  of our common stock  contained  in our  Registration
           Statement on Form 8-A  filed  with the SEC  under  Section  12 of the
           Exchange Act on October 24, 1983, including  any  amendment or report
           filed for the purpose of updating such description.

     We  will  provide  without  charge  to each  person  to whom a copy of this
prospectus is delivered a copy of any or all documents incorporated by reference
into this prospectus except the exhibits to such documents (unless such exhibits
are  specifically  incorporated  by reference in such  documents).  Requests for
copies  can be made by  writing  or  telephoning  us at 900 Walt  Whitman  Road,
Melville,  New  York  11747,  Attention:   Secretary;  telephone  number:  (631)
549-5900.

     Our financial  statements  incorporated by reference in this prospectus and
elsewhere in the registration  statement include financial  statements that were
audited by Arthur  Andersen  LLP  ("Andersen").  On June 6, 2002,  we  dismissed
Andersen as our  principal  public  accountants.  We have been unable to obtain,
after reasonable efforts, Andersen's written consent to incorporate by reference
Andersen's reports on the financial statements. Under these circumstances,  Rule
437a under the  Securities  Act of 1933  permits the  registration  statement of
which  this  prospectus  is a part to be filed  without a written  consent  from
Andersen.  The  absence  of such  written  consent  from  Andersen  may  limit a
shareholder's  ability to assert claims against  Andersen under Section 11(a) of
the Securities Act of 1933 for any untrue statement of a material fact contained
in the  financial  statements  audited by Andersen or any  omissions  to state a
material fact required to be stated therein.

     Unless otherwise stated in this prospectus, references to "CopyTele", "we",
"our" and "us" refer to CopyTele, Inc., a Delaware corporation.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This prospectus contains "forward-looking  statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
not statements of historical facts, but rather reflect our current  expectations
concerning  future events and results.  We generally  use the words  "believes",
"expects",  "intends",  "plans",  "anticipates",  "likely",  "will", and similar
expressions  to  identify  forward-looking   statements.   Such  forward-looking
statements,   including  those  concerning  our  expectations,   involve  risks,
uncertainties and other factors, some of which are beyond our control, which may
cause our actual results,  performance or achievements,  or industry results, to
be materially  different from any future results,  performance,  or achievements
expressed  or  implied  by  such   forward-looking   statements.   These  risks,
uncertainties  and factors  include,  but are not limited to, those factors more
fully  described  under "Risk  Factors".  We undertake no obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise. You are cautioned not to unduly rely on
such  forward-looking  statements when  evaluating the information  presented in
this prospectus.

                                   THE COMPANY

     Our principal operations include the development,  production and marketing
of thin,  high  brightness,  flat  panel  video  displays  and the  development,
production and marketing of multi-functional  encryption products,  hardware and
software based, that provide information security for domestic and international
users over virtually every communications media.


                                       3
<PAGE>

     Our line of  hardware-based  encryption  products  presently  includes  the
USS-900,  the  USS-900NB,  the  USS-900T,  the  USS-900TL,  the  USS-900WF,  the
USS-900WFL,  the  USS-900AF,  the DCS-1200,  the DCS-1400,  the  DCS-1400D,  the
STS-1500 and the ULP-1. These encryption products are multi-functional, hardware
based digital  encryption  systems that provide  high-grade  voice, fax and data
encryption using either the Citadel(TM) CCX encryption cryptographic chip (which
is  manufactured  by the Harris  Corporation) or the Triple DES or AES algorithm
(algorithms  available  in the  public  domain  which  are  used  by  many  U.S.
government  agencies).  In  addition,  we have  developed  the USS-900  Security
Software,  a software  security  product  for the  encryption  of data files and
e-mail  attachments  in both desktop and laptop  computers  utilizing  Microsoft
Windows operating systems, using either the Triple DES or the AES algorithm.  We
have also developed the DCS-1800  Security Software to encrypt voice and data in
cellular and satellite phones, scanners, and printers.

     We have  developed  modifications  of our standard  equipment  for specific
applications  and are  producing  the  USS-900T  and the  USS-900TL  to  provide
automatic fax encryption  over the Thuraya  satellite  network,  built by Boeing
Satellite Systems, Inc. ("Boeing"). We have also developed and are producing the
DCS-1400D,  which  uses a  compact  encrypted  module  attached  to the  Thuraya
handset, to encrypt voice communication over the Thuraya network.  Additionally,
we have  developed  the USS-900WF  and the  USS-900WFL to provide  satellite and
cellular fax  encryption and the USS-900AF to provide  landline fax  encryption,
automatically with any standard fax machine.  We are continuing our research and
development   activities  for  additional   encryption  products.  We  sell  our
encryption products directly to end-users and through dealers and distributors.

     In April 2004,  we entered into an agreement  with Boeing for it to provide
our  encryption  products  for use over  the  Thuraya  satellite  communications
network, which provides communication in Europe, Africa, Russia, Middle East and
Asia.  Under a modification  to the agreement which we entered into in September
2004,  Boeing will be the  exclusive  distributor  of our  DCS-1400D,  USS-900T,
USS-900TL,  USS-900WF and USS-900WFL  products.  Our products enable the Thuraya
network to provide  encrypted  communications  between  satellite  phones,  from
satellite  phones  to  desk-based  phones,  or  between  desk-based  phones.  In
connection  with  Boeing  becoming  the  exclusive  distributor  of  some of our
products,  Boeing  authorized  us to use its name on our  website.  Accordingly,
customers  desiring to purchase such products can find  authorized  Boeing sales
information on the "Encryption Products" page of our website.

     We have provided our hardware and software encryption  solutions to several
other large  organizations which are evaluating our solutions in connection with
their  security  requirements.  A major  U.S.  defense  contractor  has begun to
purchase  our   USS-900AF  as  the   standard  to  secure  its   worldwide   fax
communication.  We have also entered into an agreement  with another  major U.S.
company to supply prototypes of our encryption  products configured to interface
with its satellite  global  positioning  system  ("GPS") and data  communication
network.

     We are also  continuing our research and  development  work on our electron
emission  display  ("Flat CRT")  technology.  We have  provided our display to a
potential  customer for  evaluation  of the display's  performance  in a product
which  must  operate  over  a  wide  ambient  temperature  range  in an  outdoor
environment. After successfully testing our display, the customer ordered a seed
quantity of modules  containing our display,  to replace liquid crystal  display
("LCD")  modules  in our  customer's  product.  We have  recently  supplied  the
customer  with displays that the customer has installed in its product for field
evaluation.

     To be able to supply  large  quantities  of displays to this  customer  and
other  potential  customers,  we have entered  into an  agreement  with an Asian
company,  which currently mass produces TFT LCDs, to jointly produce  prototypes
of two  modified  TFT LCD  color  matrix  pixel  structures  based  on our  high
brightness technology. The two color matrix structures, which will be components
of our displays,  are a 7-inch  (diagonal) with 1440 x 234 pixels and a 5.5 inch
(diagonal) with 960 x 234 pixels.  As part of our TFT color matrix design,  each
pixel contains  memory to achieve high  brightness at video rates.  The displays
will be able to create  images  similar to a CRT but would  utilize low voltages
similar to a TFT LCD. We have funded the  development of these  prototypes,  and
may enter into a further  agreement for commercial  production of the structures
or the  complete  color  displays.  The company has agreed to only  produce such
structures for us.


                                       4
<PAGE>

     We have  developed a prototype  display  containing  the modified TFT color
matrix  structures  based on our high  brightness  flat CRT technology  with the
assistance of Volga Svet Ltd. ("Volga"),  a Russian display company that we have
been  working  with for over seven  years.  The matrix  structure  prototype,  a
component  of our  display,  was  received  under our  agreement  with the Asian
company.

     To activate the red,  green,  and blue phosphors  contained in the modified
TFT color matrix pixel structure in our displays,  we are using both our current
electron emission  technology and a new nanotube technology we are developing in
cooperation with a U.S. company.  The new technology  consists of a unique array
of low voltage controllable nanotubes for electron emission. These nanotubes are
extremely  small carbon  elements,  approximately  2,500 times  thinner than the
width of a human hair, that emit electrons under controllable  conditions.  With
that  company,  we  have  produced   experimental  design  configurations  which
demonstrate  the  feasibility  of the  nanotube  technology  meeting  our design
requirements.  We have  the  exclusive  right  to use  this  company's  nanotube
technology for display applications.

     We were  incorporated  on November 5, 1982,  under the laws of the State of
Delaware.  Our principal executive offices are located at 900 Walt Whitman Road,
Melville, New York 11747, and our telephone number is (631) 549-5900.

                                  RISK FACTORS

     You should carefully  consider the following  factors and other information
in this prospectus  before deciding to invest in our common stock. If any of the
following  risks  actually  occur,  our business and financial  results could be
materially and adversely affected. In that case, the trading price of our common
stock could decline and you could lose all or part of your investment.

We have  experienced  significant  net  losses  and  negative  cash  flows  from
operations and they may continue.

     We have had net losses and negative cash flows from operations in each year
since our  inception  and in the nine  months  ended July 31,  2004,  and we may
continue to incur substantial  losses and experience  substantial  negative cash
flows from  operations.  We have  incurred  substantial  costs and  expenses  in
developing our encryption and flat panel display technologies and in our efforts
to produce  commercially  marketable products  incorporating our technology.  We
have had limited  sales of products to support  our  operations  from  inception
through  July 31,  2004.  We have set forth below our net losses,  research  and
development  expenses and net cash used in operations for the nine-month periods
ended July 31, 2004 and 2003,  and for the fiscal  years ended  October 31, 2003
and 2002:




                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                            (Unaudited)
                                                         Nine Months Ended                 Fiscal Years Ended
                                                              July 31,                         October 31,
                                                  ------------------------------     ------------------------------
                                                       2004            2003               2003            2002
                                                       ----            ----               ----            ----
<S>                                               <C>             <C>                <C>             <C>
Net loss                                          $  2,538,466    $  2,425,385       $  3,114,411    $  3,285,240
Research and development expenses                 $  1,732,345    $  1,351,072       $  1,807,742    $  1,625,974
Net cash used in operations                       $    811,240    $    615,427       $    958,501    $    431,471
</TABLE>

We may need  additional  funding in the  future  which may not be  available  on
acceptable terms and, if available,  may result in dilution to our stockholders,
and our auditors have issued a "going concern" audit opinion.

     We anticipate  that, if cash generated from  operations is  insufficient to
satisfy our  requirements,  we will require  additional  funding to continue our
research and  development  activities  and market our  products.  The  auditor's
report on our  financial  statements  as of October 31, 2003 states that the net
loss incurred during the year ended October 31, 2003, our accumulated deficit as
of that  date,  and  the  other  factors  described  in Note 1 to the  Financial
Statements included in our Annual Report on Form 10-K for the year ended October
31,  2003,  raise  substantial  doubt  about our  ability to continue as a going
concern.  The auditor's  report on our financial  statements  for the year ended
October 31, 2002 contained a similar  statement.  Our financial  statements have
been  prepared  assuming we will  continue as a going concern and do not include
any adjustments that might result from the outcome of this uncertainty.

     Based  on  reductions  in  operating  expenses  that  have  been  made  and
additional reductions that may be implemented, if necessary, we believe that our
existing  cash and accounts  receivable,  together with cash flows from expected
sales of  encryption  products  and flat  panel  displays,  and other  potential
sources of cash flows,  will be sufficient to enable us to continue in operation
until at least the end of the third quarter of fiscal 2005. We anticipate  that,
thereafter, we will require additional funds to continue marketing,  production,
and research and development activities,  and we will require outside funding if
cash  generated  from  operations  is  insufficient  to  satisfy  our  liquidity
requirements.  However,  our projections of future cash needs and cash flows may
differ from actual results.  If current cash and cash that may be generated from
operations are insufficient to satisfy our liquidity  requirements,  we may seek
to sell debt or  equity  securities  or to obtain a line of credit  prior to the
third  quarter of fiscal  2005.  The sale of  additional  equity  securities  or
convertible debt could result in dilution to our  stockholders.  We can give you
no assurance that we will be able to generate  adequate  funds from  operations,
that funds will be available to us from debt or equity  financings  or a line of
credit or that, if available,  we will be able to obtain such funds on favorable
terms  and  conditions.  We  currently  have no  arrangements  with  respect  to
additional financing.

We may not generate  sufficient revenues to support our operations in the future
or to generate profits.

     We are engaged in two principal operations: (i) the development, production
and  marketing of thin  high-brightness  flat panel video  displays and (ii) the
development,  production and marketing of  multi-functional  encryption products
that provide  information  security for  domestic and  international  users over
virtually every  communications  media. We have only recently started to produce
monochrome  versions  of  our  high-brightness   flat  panel  displays  and  our
encryption  products are only in their initial stages of commercial  production.
Our  investments in research and development  are  considerable.  Our ability to
generate  sufficient  revenues  to support  our  operations  in the future or to
generate profits will depend upon numerous factors, many of which are beyond our
control, including:


                                       6
<PAGE>

     o    our ability to  successfully  market our line of thin  high-brightness
          flat panel video displays and encryption products;
     o    the  capability  of Volga to produce thin  high-brightness  monochrome
          video displays and supply them to us;
     o    our ability to jointly  develop  with Volga and  produce a  full-color
          video display;
     o    our  ability  to  develop  and  produce  displays  using  controllable
          nanotubes and modified TFT technology;
     o    our production capabilities and those of our suppliers as required for
          the production of our encryption products;
     o    long-term performance of our products;
     o    the capability of our dealers and  distributors to adequately  service
          our encryption products;
     o    our ability to maintain an  acceptable  pricing level to end-users for
          both our encryption and display products;
     o    the ability of suppliers to meet our requirements and schedule;
     o    our  ability  to   successfully   develop  other  new  products  under
          development;
     o    rapidly changing consumer preferences;
     o    the possible development of competitive products that could render our
          products obsolete or unmarketable;
     o    our future  negotiations with Volga with respect to payments and other
          arrangements under our Joint Cooperation Agreement with Volga.

     Because our revenue is subject to  fluctuation,  we may be unable to reduce
operating expenses quickly enough to offset any unexpected revenue shortfall. If
we have a shortfall in revenue in relation to expenses,  our  operating  results
would  suffer.  Our  operating  results  for any  particular  quarter may not be
indicative   of   future   operating   results.   You   should   not   rely   on
quarter-to-quarter  comparisons of results of operations as an indication of our
future performance.

We are dependent  upon a few key executives and the loss of their services could
adversely affect us.

     Our future success is dependent on our ability to hire, retain and motivate
highly qualified personnel. In particular,  our success depends on the continued
efforts of our Chief  Executive  Officer,  Denis A. Krusos,  and our  President,
Frank J.  DiSanto,  who  founded  our  company  in 1982 and are  engaged  in the
management  and  operations  of  our  business,  including  all  aspects  of the
development,  production and marketing of our encryption products and flat panel
display  technology.  In addition,  Messrs.  Krusos and DiSanto,  as well as our
other skilled  management and technical  personnel,  are important to our future
business  and  financial  arrangements.  The  loss of the  services  of any such
persons  could have a material  adverse  effect on our  business  and  operating
results.

The very competitive  markets for our encryption products and flat panel display
technology could have a harmful effect on our business and operating results.

     The markets for our encryption  products and flat panel display  technology
worldwide are highly  competitive  and subject to rapid  technological  changes.
Most of our  competitors  are larger  than us and possess  financial,  research,
service  support,  marketing,  manufacturing  and other resources  significantly
greater  than  ours.  Competitive  pressures  may have a  harmful  effect on our
business and operating results.


                                       7
<PAGE>

Our common  stock is subject to the SEC's  penny  stock rules which may make our
shares more difficult to sell.

     Our stock fits the  definition  of a penny stock.  The SEC rules  regarding
penny  stocks may have the effect of  reducing  trading  activity  in our common
stock and making it more  difficult for  investors to sell.  The rules require a
broker to deliver a risk  disclosure  document that provides  information  about
penny  stocks and the nature and level of risks in the penny stock  market.  The
broker  must also give bid and  offer  quotations  and  broker  and  salesperson
compensation information to the customer orally or in writing prior to effecting
a transaction and in writing with the confirmation. The SEC rules also require a
broker  to make a  special  written  determination  that  the  penny  stock is a
suitable  investment  for the  purchaser  and  receive the  purchaser's  written
agreement  to  the  transaction  before  completion  of the  transaction.  These
requirements  may result in a lower trading volume of our common stock and lower
trading prices.

                              SELLING SHAREHOLDERS

     This prospectus relates to shares of common stock which have been or may be
acquired by the selling shareholders pursuant to our 1993 Stock Option Plan, our
Copytele,  Inc.  2000 Share  Incentive  Plan and our  Copytele,  Inc. 2003 Share
Incentive Plan. The selling  shareholders  are directors,  officers and/or other
key  employees and  consultants,  who may be considered  our  "affiliates".  The
following  table sets forth  certain  information  with  respect to the  selling
shareholders as of November 3, 2004, as follows:  (1) the name and position with
CopyTele within the past three years of each selling shareholder; (2) the number
of  shares  of  common  stock  beneficially  owned by each  selling  shareholder
(including shares obtainable under options exercisable within sixty (60) days of
such date);  (3) the number of shares of common stock being offered hereby;  and
(4) the number and  percentage of our  outstanding  shares of common stock to be
beneficially  owned by each selling  shareholder after completion of the sale of
common stock being offered hereby. The number of shares offered for sale by each
selling shareholder may be updated in, and additional  individuals who may be or
may become our  affiliates  may be added as selling  shareholders  hereunder by,
supplements  and/or amendments to this prospectus,  which will be filed with the
SEC in accordance with Rule 424(b) under the Securities Act of 1933, as amended.
There is no assurance that any of the selling  shareholders will sell any or all
of their shares of common stock.
<TABLE>
<CAPTION>
           Selling Shareholder            Number of                              Shares Beneficially Owned
            and Position with               Shares             Number of                After Sale
           the Company within            Beneficially         Shares Being      -----------  --------------
          the Past Three Years            Owned (1)        Offered Hereby(2)       Number      Percent(3)
     --------------------------------  ----------------  ---------------------  -----------  --------------
     <S>                               <C>               <C>                    <C>          <C>
     Denis A. Krusos.................      7,627,600           5,778,290         1,849,310       1.93%
        Director, Chairman of the
        Board and Chief Executive
        Officer

     Frank J. DiSanto................      4,309,505           3,666,290           643,215         *
        Director and President

     Henry P. Herms..................        595,000             570,000            25,000         *
        Director, Vice
        President-Finance and Chief
        Financial Officer

     George P. Larounis..............        330,000             390,000                 0         *
        Director
</TABLE>


                                       8
<PAGE>

____________________

*   Less than 1%

(1) Includes 1,778,290 shares, 1,666,290 shares, 0 shares, and 110,000 shares of
common stock as to which Denis A. Krusos, Frank J. DiSanto,  Henry P. Herms, and
George P. Larounis,  respectively, have the right to acquire currently or within
60 days of the date hereof upon exercise of options granted pursuant to the 1993
Stock Option Plan. Also includes 750,000 shares, 600,000 shares, 250,000 shares,
and 60,000 shares of common stock as to which Denis A. Krusos, Frank J. DiSanto,
Henry P. Herms, and George P. Larounis,  respectively, have the right to acquire
currently  or within 60 days of the date  hereof  upon the  exercise  of options
granted pursuant to the CopyTele,  Inc. 2000 Share Incentive Plan. Also includes
3,250,000 shares, 1,400,000 shares, 320,000 shares, and 160,000 shares of common
stock as to which Denis A. Krusos, Frank J. DiSanto,  Henry P. Herms, and George
P. Larounis, respectively, have the right to acquire currently or within 60 days
of the  date  hereof  upon the  exercise  of  options  granted  pursuant  to the
CopyTele, Inc. 2003 Share Incentive Plan.

(2) Includes shares issuable upon exercise of options  currently  granted to the
selling shareholder, whether or not such options are exercisable within 60 days.
Does not  constitute  a  commitment  to sell any or all of the stated  number of
shares. The number of shares to be sold shall be determined from time to time by
each selling shareholder in his discretion.

(3) Percentage is computed with reference to the 85,523,253 shares of our common
stock  outstanding  as of  November 3, 2004,  and  assumes  the  exercise of all
options by the selling  shareholders  and the sale of all shares  offered by the
selling shareholders under this prospectus.

                                 USE OF PROCEEDS

     Shares covered by this prospectus will be sold by the selling  shareholders
as principals for their own account. We will not receive any proceeds from sales
of any shares by selling shareholders.

                              PLAN OF DISTRIBUTION

     The  selling  shareholders,  or  pledges,  donees,  or  transferees  of  or
successors in interest to the selling shareholders,  may sell shares pursuant to
this prospectus  from time to time in transactions  (including one or more block
transactions) on the OTC Bulletin Board (or such other market,  if any, on which
our common  stock may be listed or  quoted),  in the  public  market off the OTC
Bulletin Board,  in privately  negotiated  transactions,  or in a combination of
such  transactions.  Each sale may be made either at the market price prevailing
at the time of sale or at a negotiated price.  Sales may be made through brokers
or to dealers,  and such brokers or dealers may receive compensation in the form
of   commissions  or  discounts  not  exceeding   those   customary  in  similar
transactions.  Any shares covered by this prospectus that qualify for sale under
Rule 144 under the  Securities  Act may be sold under Rule 144 rather than under
this  prospectus.  We are  paying  all  expenses  of  registration  incurred  in
connection with this offering,  but the selling  shareholders will pay their own
brokerage commissions and any other expenses they incur.

     The selling  shareholders  and any dealers  acting in  connection  with the
offering or any brokers executing sell orders on behalf of a selling shareholder
may be deemed to be "underwriters"  within the meaning of the Securities Act, in
which  event any profit on the sale of shares by a selling  shareholder  and any
commissions  or  discounts  received  by a broker or dealer  may be deemed to be
underwriting  compensation  under the Securities  Act. In addition,  a broker or
dealer may be  required to deliver a copy of this  prospectus  to any person who
purchases any of the shares from or through the broker or dealer.


                                       9
<PAGE>


                                  LEGAL MATTERS

     Certain legal matters with respect to the Common Stock offered  hereby will
be passed upon by Duane Morris LLP, our legal counsel.

                                     EXPERTS

     The financial  statements and schedule of CopyTele,  Inc.  incorporated  by
reference in this  prospectus  from our Annual  Report on Form 10-K for the year
ended  October 31, 2003 have been  audited by Grant  Thornton  LLP,  independent
registered  public  accounting  firm,  as indicated in their report with respect
thereto,  and are  incorporated  by reference in reliance  upon the authority of
said firm as experts  in  accounting  and  auditing.  The audit  report of Grant
Thornton LLP covering the October 31, 2003 and 2002 financial statements,  which
expresses an unqualified opinion,  contains an explanatory paragraph that states
that CopyTele,  Inc. incurred a net loss during the year ended October 31, 2003,
and, as of that date, has an accumulated  deficit, and among other factors raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any  adjustment  that might result from the
outcome of this uncertainty.

     Our financial  statements  incorporated by reference in this prospectus and
elsewhere in the registration  statement include financial  statements that were
audited by Andersen.  On June 6, 2002,  we dismissed  Andersen as our  principal
public  accountants.  We have been unable to obtain,  after reasonable  efforts,
Andersen's written consent to incorporate by reference Andersen's reports on the
financial statements. Under these circumstances,  Rule 437a under the Securities
Act of 1933 permits the  registration  statement of which this  prospectus  is a
part to be filed without a written  consent from  Andersen.  The absence of such
written consent from Andersen may limit a shareholder's ability to assert claims
against  Andersen  under  Section  11(a) of the  Securities  Act of 1933 for any
untrue  statement  of a material  fact  contained  in the  financial  statements
audited by Andersen or any  omissions  to state a material  fact  required to be
stated therein.





                                       10
<PAGE>

                                     PART II


                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT


     Item 3. Incorporation of Documents By Reference.
     ------- ----------------------------------------

     The following  documents filed with the Securities and Exchange  Commission
by the Company are incorporated herein by reference:

          (1)  the  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended October 31, 2003;

          (2)  the  Company's  Quarterly  Reports  on Form  10-Q for the  fiscal
               quarters  ended  January 31, 2004,  April 30, 2004,  and July 31,
               2004;

          (3)  the  Company's  Current  Reports on Form 8-K dated  September 16,
               2004 and September 22, 2004; and

          (4)  the  description  of the Common Stock  contained in the Company's
               Registration  Statement  on Form 8-A  filed  with the  Commission
               pursuant to Section 12 of the Securities  Exchange Act of 1934 on
               October 24, 1983, including any amendment or report filed for the
               purpose of updating such description.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be part hereof from the date of filing such documents.

     The  Company's  financial  statements  incorporated  by  reference  in this
Registration  Statement include financial statements that were audited by Arthur
Andersen LLP ("Andersen").  On June 6, 2002, the Company  dismissed  Andersen as
its principal public accountants.  The Company has been unable to obtain,  after
reasonable  efforts,  Andersen's  written  consent to  incorporate  by reference
Andersen's reports on the financial statements. Under these circumstances,  Rule
437a under the Securities Act of 1933 permits the  Registration  Statement to be
filed  without a written  consent  from  Andersen.  The absence of such  written
consent from Andersen may limit a shareholder's ability to assert claims against
Andersen  under  Section  11(a) of the  Securities  Act of 1933  for any  untrue
statement of a material fact  contained in the financial  statements  audited by
Andersen  or any  omissions  to state a  material  fact  required  to be  stated
therein.

     Item 4. Description of Securities.
     ------- --------------------------

     Not applicable.


     Item 5. Interest of Named Experts and Counsel.
     ------- --------------------------------------

     Not applicable.



                                      II-1
<PAGE>

     Item 6. Indemnification of Directors and Officers.
     ------- ------------------------------------------

     Generally,  Section  145 of the  General  Corporation  Law of the  State of
Delaware  permits a corporation to indemnify  certain persons made a party to an
action,  by reason of the fact that such person is or was a  director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer, employee or agent of another corporation or
enterprise.  In the case of an action by or in the right of the corporation,  no
indemnification may be made in respect of any matter as to which that person was
adjudged liable for negligence or misconduct in the performance of that person's
duty to the  corporation  unless the Delaware  Court of Chancery or the court in
which the action  was  brought  determines  that  despite  the  adjudication  of
liability that person is fairly and reasonably  entitled to indemnity for proper
expenses.  To the extent that person has been  successful  in the defense of any
matter,   that  person  shall  be  indemnified  against  expenses  actually  and
reasonably incurred by him.

     Article  XIII of the By-Laws of the Company  contain  provisions  which are
designed to provide mandatory  indemnification  of directors and officers of the
Company to the full extent  permitted by law, as now in effect or later amended.
The Company's By-Laws, as amended and restated,  are filed as an Exhibit to this
Registration Statement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling  the Company as
disclosed  above,  the  Company  has been  informed  that in the  opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.

     Item 7. Exemption from Registration Claimed.
     ------- ------------------------------------

     Not applicable.


     Item 8. Exhibits.
     ------- ---------

       Exhibit No.   Description
       -----------   -----------

          4(a)   -   Certificate of  Incorporation  of the Company,  as amended,
                     filed as Exhibit 3.1 to the Company's  Quarterly  Report on
                     Form 10-Q for the quarter ended July 31, 1992 (incorporated
                     by reference).

          4(b)   -   By-Laws of the Company,  as amended and restated,  filed as
                     Exhibit 4(b)  to  the  Company's  Registration Statement on
                     Form  S-8,  Registration   No.  33-49402  (incorporated  by
                     reference).


          4(c)   -   Amendment to By-Laws, filed as Exhibit 3.3 to the Company's
                     Quarterly Report on Form 10-Q for the quarter ended January
                     31, 2003 (incorporated by reference).

          4(d)   -   CopyTele, Inc. 2003 Share Incentive Plan,  filed as Exhibit
                     4(d) to the  Company's Registration  Statement on Form S-8,
                     Registration No. 333-105012 (incorporated by reference).

          4(e)   -   Amendment  No. 1 to the CopyTele, Inc. 2003 Share Incentive
                     Plan (filed herewith).

          5      -   Opinion and consent of Duane Morris LLP (filed herewith).



                                      II-2
<PAGE>

          23(a)  -   Consent of Grant Thornton LLP (filed herewith).

          23(b)  -   Consent of Duane Morris LLP (included in Exhibit 5).

          24     -   Powers of Attorney (included on signature page).


     Item 9. Undertakings.
     ------- -------------

     (a)     The undersigned registrant hereby undertakes:

             (1)   To file, during any period in which offers or sales are being
made, a post- effective amendment to this registration statement, to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

             (2)   That,  for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

             (3)   To remove from registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.




                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized at Melville, State of New York, on this 9th day of November, 2004.

                           CopyTele, Inc.

                           By: /s/ Denis A. Krusos
                               -------------------
                               Denis A. Krusos
                               Chairman of the Board and Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  each of Denis A. Krusos and Frank J.  DiSanto
acting individually,  his true and lawful  attorney-in-fact and agent, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                          Title                                               Date
- ---------                          -----                                               ----
<S>                                <C>                                                 <C>

/s/ Denis A. Krusos                Chairman of the Board, Chief Executive              November 9, 2004
- -------------------                Officer and Director (Principal Executive
Denis A. Krusos                    Officer)


/s/ Frank J. DiSanto               President and Director                              November 9, 2004
- --------------------
Frank J. DiSanto


/s/ Henry P. Herms                 Vice President-Finance, Chief Financial             November 9, 2004
- ------------------                 Officer and Director (Principal Financial and
Henry P. Herms                     Accounting Officer)


/s/ George P. Larounis             Director                                            November 9, 2004
- ----------------------
George P. Larounis
</TABLE>



<PAGE>

                                  EXHIBIT INDEX

    Exhibit No.                           Description
    -----------                           -----------

       4(a)    -     Certificate  of  Incorporation  of the Company, as amended,
                     filed  as  Exhibit 3.1 to the Company's Quarterly Report on
                     Form 10-Q for the quarter ended July 31, 1992 (incorporated
                     by reference).


       4(b)    -     By-Laws of the Company, as amended and  restated,  filed as
                     Exhibit  4(b)  to  the  Company's Registration Statement on
                     Form S-8,   Registration   No.  33-49402  (incorporated  by
                     reference).

       4(c)    -     Amendment to By-Laws, filed as Exhibit 3.3 to the Company's
                     Quarterly Report on Form 10-Q for the quarter ended January
                     31, 2003 (incorporated by reference).

       4(d)    -     CopyTele, Inc. 2003 Share Incentive Plan,  filed as Exhibit
                     4(d)  to  the Company's Registration Statement on Form S-8,
                     Registration No. 333-105012 (incorporated by reference).

       4(e)    -     Amendment  No. 1 to the CopyTele, Inc. 2003 Share Incentive
                     Plan (filed herewith).

       5       -     Opinion and consent of Duane Morris LLP (filed herewith).

       23(a)   -     Consent of Grant Thornton LLP (filed herewith).

       23(b)   -     Consent of Duane Morris LLP  (included in Exhibit 5).

       24      -     Powers of Attorney  (included on signature page).



</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>a4761501ex5.txt
<DESCRIPTION>LETTER
<TEXT>
                                                                       Exhibit 5

                          [DUANE MORRIS LLP LETTERHEAD]



                                November 9, 2004



CopyTele, Inc.
900 Walt Whitman Road
Melville, New York 11747

Ladies and Gentlemen:

     We have acted as counsel to CopyTele,  Inc.  (the  "Company") in connection
with  the   preparation  of  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission on the date hereof with respect to an additional 15,000,000 shares of
Common  Stock,  par value $.01 per share (the  "Shares"),  of the Company  being
registered in connection with the CopyTele,  Inc. 2003 Share Incentive Plan (the
"Plan").

     As counsel to the Company,  we have  examined and relied upon  originals or
copies,  authenticated or certified to our  satisfaction,  of all such corporate
records of the Company,  including the  resolutions  of the  Company's  board of
directors and other records relating to the authorization,  registration,  sale,
and issuance of the Shares, communications or certifications of public officials
and such other  documents as we have deemed  relevant and necessary as the basis
of the opinions  expressed herein.  In making such examination,  we have assumed
the genuineness of all signatures, the authenticity of all documents tendered to
us as  originals,  and the  conformity  to original  documents of all  documents
submitted to us as certified or photostatic copies.

     Based upon the  foregoing,  we are of the opinion that each  authorized and
unissued Share to be issued by the Company,  when issued in accordance  with the
terms and  conditions  of the Plan,  and  assuming no changes in relevant law or
facts, will be validly issued, fully paid, and non-assessable.

     We  hereby  consent  to the  filing  of a copy of  this  opinion  with  the
Securities and Exchange  Commission as an exhibit to the Registration  Statement
and any  amendment  thereto  and to any and all  references  to our  firm in the
Prospectus which is a part of the Registration Statement.

                                       Very truly yours,


                                       /s/ DUANE MORRIS LLP
                                       --------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>a4761501ex23.txt
<DESCRIPTION>CONSENT OF EXPERTS AND COUNSEL
<TEXT>
                                                                   Exhibit 23(a)



           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM

     We have  issued  our report  dated  December  31,  2003,  accompanying  the
financial  statements and schedule included in the Annual Report on Form 10-K of
CopyTele,  Inc.  for the year ended  October 31, 2003 which is  incorporated  by
reference  in this  Registration  Statement.  Our  report,  which  expresses  an
unqualified opinion, contains an explanatory paragraph that states that CopyTele
Inc. incurred a net loss during the year ended October 31, 2003, and, as of that
date,  has an  accumulated  deficit,  and among other factors raise  substantial
doubt about its ability to continue as a going concern. The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.  We consent to the  incorporation  by reference in the Registraiton
Statement of the aforementioned  report and to the use of our name as it appears
under the caption "Experts."

/s/ GRANT THORNTON LLP
- ----------------------
Melville, New York
November 3, 2004


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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