<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a5104879.txt
<DESCRIPTION>COPYTELE, INC. S-8
<TEXT>


     As filed with the Securities and Exchange Commission on March 17, 2006
                                                     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             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                              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>
<S>     <C>                              <C>                 <C>                  <C>                  <C>
                                                  CALCULATION OF REGISTRATION FEE
=======================================================================================================================
   Title of Each Class of Securities        Amount to be       Proposed Maximum     Proposed Maximum      Amount of
           to be Registered                 Registered(1)     Offering Price Per   Aggregate Offering  Registration Fee
                                                                    Share(2)            Price(2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share   15,000,000 shares         $0.975             $14,625,000         $1,564.88
=======================================================================================================================

(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 March
      13, 2006.
</TABLE>

<PAGE>


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.
     -------

     CopyTele,   Inc.  (the  "Company"  or  "we"  or  "us")  has  prepared  this
Registration Statement 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  shares of our common  stock,  par value $.01 per share (the  "Common
Stock"),  issuable pursuant to our CopyTele, Inc. 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 to be named  therein
upon the  exercise  of  options  granted  under 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)

                     15,000,000 shares of Common Stock under
                  the CopyTele, Inc. 2003 Share Incentive Plan

     The  CopyTele,  Inc.  2003  Share  Incentive  Plan is  intended  to provide
incentives which will attract,  retain and motivate highly competent  persons as
officers,  employees and directors,  of, and consultants to, CopyTele,  Inc., by
providing   them   opportunities   to  acquire   shares  of  our  common  stock.
Additionally, the CopyTele, Inc. 2003 Share Incentive Plan is intended to assist
in further  aligning the  interests of our  officers,  employees,  directors and
consultants to those of its other stockholders.

     This prospectus is part of a registration  statement registering 15,000,000
shares of common stock that we may in the future issue pursuant to our CopyTele,
Inc. 2003 Share  Incentive Plan in connection with the exercise of stock options
granted, and with stock or other awards made, pursuant to that plan. The persons
who are issued such stock may include our directors,  officers  and/or other key
employees and consultants,  certain of whom may be considered our  "affiliates".
Such persons may, but are not required to, sell the shares they acquire pursuant
to this  prospectus.  If any of such  persons  desires to sell any of such stock
pursuant  to this  prospectus,  we will file with the  Securities  and  Exchange
Commission  an  update  to this  prospectus  naming  such  person  as a  selling
shareholder and indicating the number of shares such person is offering pursuant
to this prospectus.  See "Selling Shareholders" on page 6 of this prospectus. We
will not receive any of the proceeds from sales by the selling shareholders.

     The  selling  shareholders  may  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 March 13, 2006, the closing price of our common stock as reported by
the OTC Bulletin Board was $0.95 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 3 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 March 17, 2006

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Where You Can Find More Information.......................................    2
The Company...............................................................    3
Risk Factors..............................................................    3
Selling Shareholders......................................................    6
Use of Proceeds...........................................................    6
Plan of Distribution......................................................    6
Legal Matters.............................................................    7
Experts...................................................................    7


     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
100 F  Street  N.E..,  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 a  registration  statement on Form S-8 under the
Securities  Act  with  respect  to the  common  stock.  This  prospectus,  which
constitutes  a part of that  registration  statement,  does not  contain all the
information  contained in that  registration  statement  and its  exhibits.  For
further  information  with respect to CopyTele and our common stock,  you should
consult that registration  statement and its 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  (except  for  information  furnished  under  Item 2.02 or 7.01 of
Current Report on Form 8-K, or exhibits related thereto,  which is deemed not to
be incorporated by reference herein), are incorporated by reference:

     (i)   our Annual Report on Form 10-K for the fiscal year ended October 31,
           2005;

                                       2
<PAGE>


     (ii)  our Quarterly Report on Form 10-Q for the quarter ended January 31,
           2006; and

     (iii) 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.

     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 are the development,  production and marketing of
thin,  high-brightness  flat panel CRT  displays  ("Flat Panel  CRTs"),  and 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 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.

                                       3
<PAGE>


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 three months ended January 31, 2006,  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  January 31, 2006. We have set forth below our net losses,  research and
development expenses and net cash used in operations for the three-month periods
ended January 31, 2006 and 2005, and for the fiscal years ended October 31, 2005
and 2004:

                                   (Unaudited)
                               Three Months Ended         Fiscal Years Ended
                                    January 31,               October 31,
                            -------------------------  -------------------------
                                2006         2005          2005         2004
                                ----         ----          ----         ----
Net loss                    $ 1,239,557  $ 1,006,494   $ 4,451,257  $ 3,360,655
Research and development
 expenses                   $   656,588  $   589,953   $ 2,266,911  $ 2,164,427
Net cash used in operations $   398,356  $   465,047   $ 1,720,332  $ 1,205,122


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, 2005 states that the net
loss incurred during the year ended October 31, 2005, 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,  2005,  raise  substantial  doubt  about our  ability to continue as a going
concern.  The auditor's  report on our financial  statements for the years ended
October  31,  2004  and  2003  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.

     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 first  quarter  of fiscal
2007.  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 first  quarter of fiscal  2007.  The sale of  additional
equity   securities  or  convertible  debt  could  result  in  dilution  to  our
stockholders. We can give 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 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. If we cannot obtain such funds if needed, we would need
to curtail or cease some or all of our operations.

                                       4
<PAGE>


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 CRT  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
color and monochrome versions of our high-brightness Flat Panel CRT 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:

     o    our ability to successfully market our line of thin high-brightness
          Flat Panel CRT displays and encryption products;
     o    the capability of Svet Ltd. ("Volga"), a Russian display company that
          we have been working with for more than eight years, to produce thin
          high-brightness color and monochrome Flat Panel CRT displays and
          supply them to us;
     o    our ability to jointly develop with Volga and produce a color Flat
          Panel CRT display with various electron emission systems;
     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; and
     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  fiscal year or fiscal
quarter may not be indicative of future operating  results.  You should not rely
on year-to-year or 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.

                                       5
<PAGE>


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.

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 is part of a registration  statement registering 15,000,000
shares of common stock that we may in the future issue pursuant to our CopyTele,
Inc. 2003 Share  Incentive Plan in connection with the exercise of stock options
granted, and with stock or other awards made, pursuant to that plan. The persons
who are issued such stock may include our directors,  officers  and/or other key
employees and consultants,  certain of whom may be considered our  "affiliates".
Such persons may, but are not required to, sell the shares they acquire pursuant
to this  prospectus.  If any of such  persons  desires to sell any of such stock
pursuant to this  prospectus,  we will update this prospectus by filing with the
SEC a supplement to this  prospectus  in  accordance  with Rule 424(b) under the
Securities  Act of  1933,  as  amended,  or a  post-effective  amendment  to the
registration statement of which this prospectus is part, naming such person as a
selling  shareholder and indicating the number of shares such person is offering
pursuant to this prospectus.  Any selling shareholder might or might not receive
or sell all or any of the shares registered under the registration  statement of
which this prospectus is part.

                                 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.

                                       6
<PAGE>


     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.

                                  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,  and management's  assessment of the
effectiveness of internal control over financial  reporting,  of CopyTele,  Inc.
incorporated by reference in this prospectus from our Annual Report on Form 10-K
for the year ended  October 31, 2005 have been  audited by Grant  Thornton  LLP,
independent  registered  public  accounting  firm, as indicated in their reports
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 accompanying the balance sheets as of October 31, 2005 and
2004 and the related  statements of  operations,  shareholders'  equity and cash
flows for each of the three years in the period  ended  October31,  2005,  which
expresses an unqualified opinion,  contains an explanatory paragraph that states
that CopyTele,  Inc. incurred a net loss during the year ended October 31, 2005,
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  and  schedule do not include  any  adjustment  that might
result from the outcome of this uncertainty.

                                       7
<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, 2005; and

     (2)  the  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          January 31, 2006; and

     (3)  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.

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

     Not applicable.

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

     Not applicable.

     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.


                                      II-1
<PAGE>


     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 3.2 to the Company's  Annual Report on Form 10-K for
                    the year ended October 31, 2005 (incorporated by reference).

         4(c)   -   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(d)   -   Amendment No. 1 to the CopyTele,  Inc. 2003 Share  Incentive
                    Plan,  filed as Exhibit 4(e) to the  Company's  Registration
                    Statement   on  Form  S-8,   Registration   No.   333-120333
                    (incorporated by reference).

         4(e)   -   Amendment No. 2 to the CopyTele,  Inc. 2003 Share  Incentive
                    Plan,  filed  as  Exhibit  10.1 to the  Company's  Quarterly
                    Report on Form 10-Q for the quarter  ended  January 31, 2006
                    (incorporated by reference).

         4(f)   -   Amendment No. 3 to the CopyTele,  Inc. 2003 Share  Incentive
                    Plan,  filed  as  Exhibit  10.2 to the  Company's  Quarterly
                    Report on Form 10-Q for the quarter  ended  January 31, 2006
                    (incorporated by reference).

         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).


                                      II-2
<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:

          (i) To include  any  prospectus  required  by section  10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

          (iii) 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.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in reports filed with or furnished to the  Commission by
the  registrant  pursuant  to  Section  13 or  Section  15(d) of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference  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 that 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.

        (5) That, for the purpose of determining  liability under the Securities
Act of 1933 to any purchaser:

          (i) If the registrant is relying on Rule 430B:

            (A)  Each  prospectus  filed  by the  registrant  pursuant  to  Rule
424(b)(3)  shall be deemed to be part of the  registration  statement  as of the
date the filed  prospectus  was deemed part of and included in the  registration
statement; and

            (B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5),  or (b)(7) as part of a registration  statement in reliance on Rule 430B
relating to an offering made pursuant to Rule  415(a)(1)(i),  (vii),  or (x) for
the  purpose of  providing  the  information  required  by section  10(a) of the
Securities  Act of 1933  shall  be  deemed  to be part  of and  included  in the
registration  statement as of the earlier of the date such form of prospectus is
first  used after  effectiveness  or the date of the first  contract  of sale of
securities  in the  offering  described in the  prospectus.  As provided in Rule
430B,  for liability  purposes of the issuer and any person that is at that date
an  underwriter,  such date  shall be deemed to be a new  effective  date of the
registration  statement relating to the securities in the registration statement
to which that  prospectus  relates,  and the offering of such securities at that
time shall be deemed to be the initial  bona fide  offering  thereof.  Provided,
however,  that no statement made in a registration  statement or prospectus that
is part of the  registration  statement  or made in a document  incorporated  or
deemed  incorporated by reference into the registration  statement or prospectus
that is part of the  registration  statement will, as to a purchaser with a time
of  contract  of sale  prior to such  effective  date,  supersede  or modify any
statement  that was made in the  registration  statement or prospectus  that was
part of the  registration  statement  or made in any such  document  immediately
prior to such effective date.


                                      II-3
<PAGE>


          (ii) If the registrant is subject to Rule 430C, each prospectus  filed
pursuant  to Rule  424(b) as part of a  registration  statement  relating  to an
offering,  other than registration statements relying on Rule 430B or other than
prospectuses  filed in reliance on Rule 430A,  shall be deemed to be part of and
included  in the  registration  statement  as of the date it is first used after
effectiveness.  Provided,  however,  that no  statement  made in a  registration
statement or prospectus that is part of the registration  statement or made in a
document  incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,  supersede or
modify any statement that was made in the  registration  statement or prospectus
that  was  part of the  registration  statement  or made  in any  such  document
immediately prior to such date of first use

        (6) That,  for the purpose of  determining  liability of the  registrant
under the  Securities  Act to any purchaser in the initial  distribution  of the
securities:  The registrant  undertakes that in a primary offering of securities
of the registrant  pursuant to this  registration  statement,  regardless of the
underwriting  method  used to  sell  the  securities  to the  purchaser,  if the
securities  are  offered  or sold  to  such  purchaser  by  means  of any of the
following  communications,  the registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:

          (i)  any  preliminary  prospectus  or  prospectus  of  the  registrant
relating to the offering  required to be filed  pursuant to Rule 424 pursuant to
the Securities Act;

          (ii) any free writing prospectus  relating to the offering prepared by
or on behalf of the registrant or used or referred to by the registrant;

          (iii) the portion of any other free writing prospectus relating to the
offering containing material  information about the registrant or its securities
provided by or on behalf of the registrant; and

          (iv) any other  communication that is an offer in the offering made by
the registrant to the purchaser.

     (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


                                      II-4
<PAGE>


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-5
<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 17th day of March, 2006.

                                   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.

Signature                Title                                    Date
---------                -----                                    ----

/s/ Denis A. Krusos      Chairman of the Board, Chief Executive   March 17, 2006
-------------------      Officer and Director (Principal
Denis A. Krusos          Executive Officer)


/s/ Frank J. DiSanto     President and Director                   March 17, 2006
--------------------
Frank J. DiSanto


/s/ Henry P. Herms       Vice President-Finance, Chief Financial  March 17, 2006
------------------       Officer and Director (Principal
Henry P. Herms           Financial and Accounting Officer)


/s/ George P. Larounis   Director                                 March 17, 2006
----------------------
George P. Larounis

<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 3.2 to the Company's  Annual Report on Form 10-K for
                    the year ended October 31, 2005 (incorporated by reference).

         4(c)   -   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(d)   -   Amendment No. 1 to the CopyTele,  Inc. 2003 Share  Incentive
                    Plan,  filed as Exhibit 4(e) to the  Company's  Registration
                    Statement   on  Form  S-8,   Registration   No.   333-120333
                    (incorporated by reference).

         4(e)   -   Amendment No. 2 to the CopyTele,  Inc. 2003 Share  Incentive
                    Plan,  filed  as  Exhibit  10.1 to the  Company's  Quarterly
                    Report on Form 10-Q for the quarter  ended  January 31, 2006
                    (incorporated by reference).

         4(f)   -   Amendment No. 3 to the CopyTele,  Inc. 2003 Share  Incentive
                    Plan,  filed  as  Exhibit  10.2 to the  Company's  Quarterly
                    Report on Form 10-Q for the quarter  ended  January 31, 2006
                    (incorporated by reference).

         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>
