-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 KDQNdEHRRVz2lUuc88cpi0KH2HlX8mTtb8p3VoduPAWmrRPes7GKVCkC/XEHa1cY
 7PD4Wso5NTcoikMBAloZlQ==

<SEC-DOCUMENT>0001157523-09-000364.txt : 20090121
<SEC-HEADER>0001157523-09-000364.hdr.sgml : 20090121
<ACCEPTANCE-DATETIME>20090121165328
ACCESSION NUMBER:		0001157523-09-000364
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20090121
DATE AS OF CHANGE:		20090121
EFFECTIVENESS DATE:		20090121

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:			1031

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-156836
		FILM NUMBER:		09537058

	BUSINESS ADDRESS:	
		STREET 1:		900 WALT WHITMAN RD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5165495900

	MAIL ADDRESS:	
		STREET 1:		900 WALT WHITMAN ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a5875765.txt
<DESCRIPTION>COPYTELE, INC. S-8
<TEXT>

    As filed with the Securities and Exchange Commission on January 21, 2009

                                                 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)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
<TABLE>
<CAPTION>
<S>                                <C>                  <C>                      <C>                  <C>
Large accelerated filer [_]                                                     Accelerated filer [x]
Non-accelerated filer [_] (Do not check if a smaller reporting company)         Smaller Reporting Company [_]


                                                  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        $0.345               $5,175,000            $203.38
===================================================================================================================================
</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
      January 16, 2009.
<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 January 16, 2009, the closing price of our common stock as
reported by the OTC Bulletin Board was $0.32 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 January 21, 2009.
<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

Where You Can Find More Information...................................    2
The Company...........................................................    3
Risk Factors..........................................................    3
Selling Shareholders..................................................    6
Use of Proceeds.......................................................    7
Plan of Distribution..................................................    7
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, 2008, as amended;

                                       2
<PAGE>

         (ii)     our Current Report on Form 8-K, dated November 30, 2008; 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, flat, low-voltage phosphor display technology 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>

o    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 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  October 31, 2008. We have set
forth below our net losses,  research and development expenses and net cash used
in operations for the three fiscal years ended October 31, 2008:

<TABLE>
<CAPTION>
                                                                 Fiscal Years Ended October 31,
                                                                 ------------------------------
                                                           2008               2007               2006
                                                           ----               ----               ----
                  <S>                                      <C>                <C>                <C>
Net loss.............................................   $5,821,604         $5,458,218         $7,600,901
Research and development expenses....................    4,127,393          3,403,943          4,614,300
Net cash used in operations..........................      901,868          2,396,859          1,847,108
</TABLE>

o    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.

     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. We believe that our
existing  cash,  cash  equivalents,  investments  in  certificates  of  deposit,
investments in U.S. government securities and accounts receivable, together with
cash flows from expected sales of our encryption  products and revenue  relating
to our thin, flat,  low-voltage  phosphor display technology,  including license
fees  and  royalties  from  Videocon   Industries  Limited,  an  Indian  company
("Videocon"),  and other potential  sources of cash flows, will be sufficient to
enable us to continue our marketing,  production,  and research and  development
activities.  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.  The sale of
additional equity securities or convertible debt could result in dilution to our
stockholders.  It is also  management's  intention  to  continue  to  compensate
employees by issuing stock or stock options.  We currently have no  arrangements
with respect to  additional  financing.  There can be no assurance  that we will
generate  sufficient  revenues in the future  (through  sales,  license fees and
royalties, or otherwise) to satisfy our liquidity requirements or sustain future
operations,  that our  production  capabilities  will be  adequate,  that  other
products will not be produced by other  companies  that will render our products
obsolete,  or that other sources of funding would be  available,  if needed,  on
favorable  terms or at all. If we cannot  obtain such funds if needed,  we would
need to curtail or cease some or all of our operations.

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

     Our principal  operations are the development,  production and marketing of
thin,  flat,  low-voltage  phosphor  display  technology  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. In May 2008, we commenced  receiving license fees related
to our  display  technology  from  Videocon  pursuant  to a  Technology  License
Agreement (as amended, the "License Agreement").  The License Agreement provides
for payment of additional license fees over the next two fiscal years as well as
the  payment of certain  royalties  based on sales of  products  containing  our
display technology.  However,  there can be no assurance that thereafter we will
receive any license or similar fees relating to our display technology, nor that
we  will  receive  any  royalty  payments  from  Videocon.   In  addition,   our
arrangements with Videocon involve  counterparty  risk. 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:

                                       4
<PAGE>

     o    Our and Videocon's ability to implement our technology for Videocon to
          produce and market products containing our displays.
     o    The capability of Volga Svet Ltd. ("Volga"), a Russian display company
          that we have been working with for eleven years,  to produce color and
          monochrome displays and supply them to us.
     o    Our ability to successfully market our line of encryption products.
     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 and Videocon's  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 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 may not be
indicative  of future  operating  results.  You should not rely on  year-to-year
comparisons of results of operations as an indication of our future performance.

o    Our arrangements with Videocon involve market risks.

     At the same time as we entered into the License Agreement,  we entered into
a Share Subscription Agreement with an affiliate of Videocon, Mars Overseas, for
Mars Overseas to purchase  20,000,000  shares of our common stock (the "CopyTele
Shares"), and a subsidiary of ours, CopyTele  International,  entered into a GDR
Purchase Agreement to purchase 1,495,845 global depository  receipts of Videocon
(the  "Videocon  GDRs").  The Videocon GDRs are listed on the  Luxembourg  Stock
Exchange.  The value of the Videocon GDRs owned by us depends upon,  among other
things, the value of Videocon's  securities in its home market of India, as well
as exchange  rates  between the U.S.  dollar and Indian  rupee (the  currency in
which  Videocon's  securities  are traded in its home market).  The value of the
Videocon  GDRs  declined  substantially  in  fiscal  2008,  and  there can be no
assurance  that the value of the Videocon  GDRs will not further  decline in the
future.

     In addition,  for the purpose of  effecting a lock up of the Videocon  GDRs
and  CopyTele  Shares  (collectively,  the  "Securities")  for a period of seven
years,  and therefore  restricting both parties from selling or transferring the
Securities  during such period,  CopyTele  International  and Mars Overseas have
entered into two Loan and Pledge Agreements. The Videocon GDRs are to be held as
security  for a loan in principal  amount of  $5,000,000  from Mars  Overseas to
CopyTele  International,  and the CopyTele Shares are similarly held as security
for a loan in principal amount of $5,000,000 from CopyTele International to Mars
Overseas.  The loans are for a term of seven years and do not bear interest. The
loan agreements also provide for customary events of default which may result in
forfeiture of the Securities by the defaulting party.  There can be no assurance
that the respective parties receiving such loans will not default on such loan.

                                       5
<PAGE>

o    We are dependent  upon a few key  employees 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, who is 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,  Mr.  Krusos,  as well as our other  skilled
management  and technical  personnel,  are important to our future  business and
financial  arrangements.  We do not have an employment agreement with, nor do we
maintain "key person" life insurance on, Mr. Krusos. The loss of the services of
any such  persons  could  have a material  adverse  effect on our  business  and
operating results.

o    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.

o    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 their shares. 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.

                                       6
<PAGE>

                                 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.

                                  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 management's  assessment of the effectiveness
of internal control over financial  reporting  incorporated by reference in this
prospectus and elsewhere in the registration statement have been so incorporated
by reference in reliance  upon the reports of Grant  Thornton  LLP,  independent
registered  public  accountants,  upon the  authority of said firm as experts in
accounting and auditing in giving said reports.

                                       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, 2008; and

                  (2)      the Company's Current Report on Form 8-K, dated
                           November 30, 2008; 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.

         Article XIII of the By-Laws of the Company contains 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.

                                       II-1
<PAGE>

         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 and
                                    Exhibit 3.1 to the Company's Quarterly
                                    Report on Form 10-Q for the quarter ended
                                    July 31, 1997 (incorporated by reference).

                  4(b)     -        By-Laws of the  Company,  as amended and
                                    restated,  filed as Exhibit 3.2 to the
                                    Company's Form 8-K dated August 4, 2008
                                    (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).

                  4(g)     -        Amendment No. 4 to the CopyTele, Inc. 2003
                                    Share Incentive Plan. filed as Exhibit 4(g)
                                    to the Company's Registration Statement on
                                    Form S-8, Registration No. 333-146261
                                    (incorporated by reference).

                  4(h)     -        Amendment No. 5 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:

                          (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

                                      II-3
<PAGE>

                                 (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)   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.

                                      II-4
<PAGE>

         (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-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 21st day of January,
2009.

                         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
Henry P. Herms 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                      January 21, 2009
- ------------------                        Officer and Director (Principal Executive
Denis A. Krusos                           Officer)


/s/ Henry P. Herms                        Vice President-Finance, Chief Financial                     January 21, 2009
- ------------------                        Officer and Director (Principal Financial and
Henry P. Herms                            Accounting Officer)


/s/ George P. Larounis                    Director                                                    January 21, 2009
- ----------------------
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 and
                                    Exhibit 3.1 to the Company's Quarterly
                                    Report on Form 10-Q for the quarter ended
                                    July 31, 1997 (incorporated by reference).

                  4(b)     -        By-Laws of the Company,  as amended and
                                    restated,  filed as Exhibit 3.2 to the
                                    Company's  Form 8-K dated August 4, 2008
                                    (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).

                  4(g)     -        Amendment No. 4 to the CopyTele, Inc. 2003
                                    Share Incentive Plan. filed as Exhibit 4(g)
                                    to the Company's Registration Statement on
                                    Form S-8, Registration No. 333-146261
                                    (incorporated by reference).

                  4(h)     -        Amendment No. 5 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).
<PAGE>

                                                                   Exhibit 4(g)

         AMENDMENT NO. 5 TO THE COPYTELE, INC. 2003 SHARE INCENTIVE PLAN

         By resolution of the Board of Directors of CopyTele, Inc. on December
3, 2008, 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 55,000,000 to 70,000,000.
<PAGE>

                                                                      Exhibit 5

                          [DUANE MORRIS LLP LETTERHEAD]



                                January 21, 2009



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
<PAGE>

                                                                  Exhibit 23(a)



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated January 14, 2009 with respect to the
consolidated financial statements and schedule and with respect to internal
control over financial reporting of CopyTele, Inc. and Subsidiaries, included in
the Annual Report on Form 10-K for the year ended October 31, 2008 which are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
reports and to the use of our name as it appears under the caption "Experts."

/s/ GRANT THORNTON LLP

Melville, New York
January 14, 2009
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
