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<SEC-DOCUMENT>0001157523-07-009378.txt : 20070924
<SEC-HEADER>0001157523-07-009378.hdr.sgml : 20070924
<ACCEPTANCE-DATETIME>20070924160446
ACCESSION NUMBER:		0001157523-07-009378
CONFORMED SUBMISSION TYPE:	S-8 POS
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20070924
DATE AS OF CHANGE:		20070924
EFFECTIVENESS DATE:		20070924

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:	333-146261
		FILM NUMBER:		071131643

	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>a5500830.txt
<DESCRIPTION>COPYTELE, INC. S-8 POS
<TEXT>
   As filed with the Securities and Exchange Commission on September 24, 2007

                                                     Registration No. 333-146261
================================================================================

                       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 September 21, 2007, CopyTele, Inc. (the "Registrant") filed a Registration
Statement on Form S-8 (File No. 333-146261) (the "Registration Statement"). This
Post-Effective Amendment No. 1 to the Registration Statement has been filed by
the Registrant to re-file the opinion and consent of Duane Morris LLP, filed as
Exhibit 5, solely to correct a typographical error. 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
       -----------           -----------

           5        -        Opinion and consent of Duane Morris LLP.



                                      II-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 24th day of September, 2007.

                                     CopyTele, Inc.

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



                                      II-2
<PAGE>


                                  EXHIBIT INDEX


     Exhibit No.                               Description
     -----------                               -----------
         5        -        Opinion and consent of Duane Morris LLP.



                                      II-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>a5500830ex5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
                                                                       Exhibit 5

                          [DUANE MORRIS LLP LETTERHEAD]



                               September 21, 2007



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 10,000,000 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>
</SEC-DOCUMENT>
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