SecProbe.io

Mail Stop 4561         February 23, 2010  Denis A. Krusos Chief Executive Officer Copytele, Inc. 900 Walt Whitman Road Melville, New York 11747
Re: Copytele, Inc.
 Form 10-K for Fiscal Year Ended October 31, 2009  Filed January  29, 2010
 File No. 000-11254

Dear Mr. Krusos:

We have reviewed the above-referenced filing and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Part I

 Item 1. Business

 Overview, page 2

1. We note that you expect to receive technology license fees of $11 million,
payable in installments over a 27-m onth period beginning in May 2008, pursuant
to your agreement with Videocon.  Please te ll us the consideration you have given
to including corresponding disclosure in the Business and Management’s
Discussion and Analysis sections as fluctua tions in expected receipts appear to be
a known trend that will materially affect revenues in future periods.

Denis A. Krusos
Copytele, Inc.
February 23, 2010 Page 2   Flat Panel Video Disp lay Products, page 6

2. You disclose that you are working with  Videocon to implement your display
technology for Videocon to produce the disp lays.  Please clarify the development
status of your products and whether the technology has been incorporated into
commercially marketable products that are manufactured on a commercial scale.  Refer to Item 101(c)(ii) of Regulation S- K.  As applicable, include corresponding
risk factor disclosure relating to the de velopmental status of products that are
material to your business.
 Item 1A. Risk Factors

3. You recognized 95% of your net revenue in  fiscal year 2009 from fee payments
by Videocon.  Tell us what considerati on you have given to including a risk
factor, which alerts investor s to the fact that a significant amount of your revenues
depend on this arrangement with Videocon.  We also note that this agreement is
governed by the laws of India.  Tell us  what consideration you have given to
discussing the possible risks to your busin ess associated with the enforcement,
performance or administration of this ag reement pursuant to Indian laws.
 Part II

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

General, page 18
4. On page 19 you state that you entered into a share agreement with Mars Overseas,
an affiliate of Videocon, to purchase 20 million unregistered shares of your common stock; and that your subsidiary entered into an agreement to purchase
approximately 1.5 million global depository receipts of Videocon.  Please describe the material terms of these tran sactions, including ho w the purchased and
issued blocks of stock were valued.  Al so, discuss the effect of issuance and
receipt of shares on your bala nce sheet, and any other signi ficant factors, to help
investors better understand the impact of  these transactions on your financial
statements.

Denis A. Krusos
Copytele, Inc.
February 23, 2010 Page 3  Part III

 Item 10. Directors, Executive O fficers and Corporate Governance

 Business Experience of our Director s and Executive Officers, page 36

5. Describe briefly any arrangement or understanding between your directors and
any other person(s) who should be named in the filing, pursuant to which your director was or is to be sele cted as a director or nomin ee.  In this regard, we note
that in connection with your license agreement with Videocon, you and Videocon
have each appointed one senior advisor to each other’s respective board of
directors to advise on st rategic planning and technology in the display field.
Refer to Item 401(a) of Regulation S-K.
 Item 11. Executive Compensation

 Compensation Discussion and Analysis, page 38

 General

6. Please provide substantive analysis and insight into how your board of directors made actual payout determinations with respect to each compensation element for the years reported.  Refer to Item 402(b )(1)(iii) and (iv) of  Regulation S-K.
Please provide a materially complete disc ussion of the specific factors considered
by your committee in ultimately approving the specific forms and amounts of compensation and include a discussion of why the board believes that the amounts
paid to each named executive officer unde r each form are appropriate, addressing,
as necessary, the various items considered in making specific compensation decisions.
 Compensation
Committee  Interlocks and Insider Participation, page 40
7. Please specifically identify each offi cer and employee who, during the last
completed fiscal year, participated in deliberations of the board of directors
concerning executive compensation.  Refer to Item 407(e)(4)(ii) of Regulation S-
K.
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters, page 44
8. Please identify the natural pe rson(s) who exercise the so le or shared voting and
dispositive powers over the shares held of record by Mars Overseas Limited.
Refer to Item 403(a) of Regulation S-K and Securities Exchange Act Rule 13d-3(d)(1).

Denis A. Krusos
Copytele, Inc.
February 23, 2010 Page 4   Equity Compensation Plan Information, page 45

9. Please include footnote disclosure describi ng the material features of the equity
plans that were not approved by security holders.  Refer to Item 201(d)(3) of
Regulation S-K.
 Item 13. Certain Relationships and Related Transactions, and Di rector Independence

 Transactions with Related Persons, page 46

10. We note your statement, “except as otherwis e indicated herein, there have been no
related party transactions.”  Please identif y the transactions you are referring to in
this statement and tell us specifically wh ere the disclosure required by Item 404 of
Regulation S-K is provided in your report.  Please either include the information concerning related party tran sactions that is required  by Item 404 of Regulation S-
K, under this heading, or provide a precise  cross reference to the page and sub-
caption of the filing where the related part y disclosure pertaining to Item 404 is
presented.
 Item 15. Exhibits, Financial Statement Schedules

 Exhibits, page 49

 General

11. The Amended and Restated Technology License Agreement between you and Videocon is not filed in its en tirety, as we are unable to locate Exhibits A-F to this
agreement.  We also note that you modified the payment terms of this agreement during the first quarter of fiscal 2010.  Pl ease re-file the agreement in its entirety
pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.
12. We note that you entered into a Technol ogy License Agreement with Volga Svet
Ltd. to produce and market your thin, fl at, low voltage phosphor displays in
Russia.  However, it appears that you have not filed the original license agreement
as an exhibit to your Form 10-K, as we  have only located yo ur letter agreement
filed as exhibit 10.10 and an amendment to  the Joint Cooperation Agreement filed
as exhibit 10.9.  Please provide us with  your analysis as to whether you are
required to file this agreement as an exhibit to your Form 10-K.  Refer to
Item 601(b)(10)(i) and (ii) of Regulation S-K.

* * * * * * *

Denis A. Krusos
Copytele, Inc. February 23, 2010 Page 5
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 You may contact Stephani Bouvet at ( 202) 551-3545 if you have any questions
regarding the above comments.  If you need further assistance, you may contact me at
(202) 551-3462.

        S i n c e r e l y ,
   Mark P. Shuman    Branch Chief – Legal