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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-04-010577.txt : 20041110
<SEC-HEADER>0001157523-04-010577.hdr.sgml : 20041110
<ACCEPTANCE-DATETIME>20041110163234
ACCESSION NUMBER:		0001157523-04-010577
CONFORMED SUBMISSION TYPE:	S-8 POS
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20041110
DATE AS OF CHANGE:		20041110
EFFECTIVENESS DATE:		20041110

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 POS
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-120333
		FILM NUMBER:		041133507

	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 POS
<SEQUENCE>1
<FILENAME>a4763440.txt
<DESCRIPTION>COPYTELE S-8 POS
<TEXT>
    As filed with the Securities and Exchange Commission on November 10, 2004
                                                     Registration No. 333-120333
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    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                     (I.R.S. Employer
  Incorporation 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)

<PAGE>


                                Explanatory Note

     On November 9, 2004, CopyTele, Inc. (the "Registrant") filed a Registration
Statement on Form S-8 (File No. 333-120333) (the "Registration Statement"). This
Post-Effective Amendment No. 1 to the Registration Statement has been filed by
the Registrant to re-file the consent of Grant Thornton LLP, filed as Exhibit
23(a), solely to correct a typographical error with respect to the date of Grant
Thornton's report referenced in such consent. All other portions of the
Registration Statement, as previously filed, remain unchanged. No additional
securities are to be registered, and registration fees were paid upon filing of
the original Registration Statement. Therefore, no further registration fee is
required.

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

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

                  23(a)    -        Consent of Grant Thornton LLP.


                                       1

<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 Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized at Melville, State of New
York, on this 10th day of November, 2004.

                           CopyTele, Inc.

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


                                       2

<PAGE>

                                  EXHIBIT INDEX


               Exhibit No.                  Description
               -----------                  -----------
                  23(a)    -        Consent of Grant Thornton LLP.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<FILENAME>a4763440ex23.txt
<DESCRIPTION>EXHIBIT 23(A)
<TEXT>
                                                                   Exhibit 23(a)

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We have issued our report dated December 13, 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 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 Registration
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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