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<SEC-DOCUMENT>0001157523-05-003371.txt : 20060420
<SEC-HEADER>0001157523-05-003371.hdr.sgml : 20060420
<ACCEPTANCE-DATETIME>20050415144421
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001157523-05-003371
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050415

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:		CORRESP

	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>
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<TYPE>CORRESP
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<FILENAME>filename1.txt
<TEXT>


                                 CopyTele, Inc.
                              900 Walt Whitman Road
                               Melville, NY 11747

                                                                  April 15, 2005


Mr. Craig Wilson
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Washington, D.C. 20549

          Re:  CopyTele, Inc. (File No. 033-86352)
               Form 10-K: for the Year Ended October 31, 2004
               Form 10-K/A: for the Year Ended October 31, 2004
               Form 10-Q: for the Quarterly Period Ended January 31, 2005

Dear Mr. Wilson:

     Reference is made to your letter, dater April 1, 2005, setting forth
comments of the Staff of the U.S. Securities and Exchange Commission (the
"Commission") with respect to the above-referenced filings under the Securities
Exchange Act of 1934 (the "Exchange Act"). As requested in your comment letter,
this letter repeats in italics each of such comments, followed by CopyTele's
responses. CopyTele acknowledges that (i) it is responsible for the adequacy and
accuracy of the disclosure in the above-referenced filings, (ii) Staff comments
or changes in disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to such filings, and (iii)
CopyTele may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Form 10-K/A for the Fiscal Year Ended October 31, 2004
- ------------------------------------------------------

Item 9A. Controls and Procedures, page 33
- -----------------------------------------

1.   We note your statement that your chief executive officer and chief
     financial officer have concluded that the company's disclosure controls and
     procedures are effective "other than as described below." Given the
     exceptions noted, it remains unclear whether these officers have concluded
     that your disclosure controls and procedures are effective as of October
     31, 2004. Please note that you should state, in clear and unqualified
     language, the conclusions reached by your chief executive officer and your
     chief financial officer on the effectiveness of your disclosure controls
     and procedures. For example, if true, you may state that your disclosure
     controls and procedures are effective including consideration of the
     identified matters, so long as you provide appropriate disclosure
     explaining how the disclosure controls and procedures were determined to be
     effective in light of these matters. Or, if true, you may state that, given
     identified matters, your disclosure controls and procedures are not
     effective. It is not appropriate to state that your disclosure controls are
     effective except to the extent they are not effective. Supplementally,
     clarify for us the conclusions reached by your officers with respect to
     your disclosure controls and procedures in light of this guidance.

<PAGE>


In light of the guidance in your letter, we advise you that our Chairman of the
Board and Chief Executive Officer and our Chief Financial Officer and Vice
President - Finance have concluded that our disclosure controls and procedures
were not effective as of October 31, 2004 for the reasons discussed under Item
9A of our Form 10-K for the year ended October 31, 2004 related to a material
weakness in our internal control. Accordingly, we will amend our Form 10-K for
the year ended October 31, 2004, as previously amended, so that the last
sentence of the first paragraph of Item 9A reads as follows: "Based upon that
evaluation, the Chairman of the Board and Chief Executive Officer and the Chief
Financial Officer and Vice President - Finance concluded that, in light of the
matters described below, our disclosure controls and procedures were not
effective as of the end of fiscal 2004." In addition, we will ensure in the
future that our disclosures in Item 9A of Form 10-K and Item 4 of Form 10-Q are
sufficiently clear and do not appear to state that such controls are "effective
except to the extent they are not effective."

2.   We note that you were informed of the existence of a material weakness by
     your auditors in connection with your 2004 audit and it appears that this
     weakness existed in prior periods while the fraud was occurring.
     Supplementally, indicate whether your certifying officers continue to
     believe that your disclosures under Item 9A of Form 10-K and Item 4 of Form
     10-Q are appropriate in your previously filed Exchange Act reports and the
     basis for their conclusions given these recent developments.

We believe that the disclosures in our Exchange Act reports filed previous to
our Form 10-K for the year ended October 31, 2004 regarding the conclusions of
our Chairman of the Board and Chief Executive Officer and our Chief Financial
Officer and Vice President - Finance as to the effectiveness of our disclosure
controls and procedures were appropriate. Our officers reached their
conclusions, and CopyTele made those disclosures, as to the effectiveness of our
disclosure controls and procedures based on the information available at the
time they were made. In addition, we believe that the disclosure concerning the
fraud contained in Item 9A of our Form 10-K for the year ended October 31, 2004
and Item 4 of our Form 10-Q for the quarterly period ended January 31, 2005
fully informs investors as to the weakness in internal controls that CopyTele
has since learned existed at those earlier dates. Accordingly, we do not believe
that any additional disclosure is necessary to address such officers' prior
conclusions as to the effectiveness of our disclosure controls and procedures.


If you have any further questions or need any additional information, please do
not hesitate to contact me.

                                                    Very truly yours,
                                                    /s/ Henry P. Herms
                                                    Henry P. Herms
                                                    Vice President - Finance and
                                                    Chief Financial Officer
</TEXT>
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