SecProbe.io

Mail Stop 4561         M a r c h  3 1 ,  2 0 1 0   Denis A. Krusos Chief Executive Officer Copytele, Inc. 900 Walt Whitman Road Melville, New York 11747
Re: Copytele, Inc.
 Form 10-K/A for the Fiscal Year Ended October 31, 2009  Filed March 10, 2010  Form 10-Q for the Quarterly P eriod Ended Janua ry 31, 2010
 Filed March 17, 2010  File No. 000-11254

Dear Mr. Krusos:
We have reviewed your response letter da ted March 9, 2010.  If indicated, we
think you should revise your docum ents 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  References to prior comm ents in this letter relate to comments in
our letter dated February  23, 2010.
 General

1. You state on page 4 that your products are being used by government agencies,
military, as well as domestic and internat ional non-governmental organizations in
the Middle East and Africa, and that your products are now being evaluated by
Middle Eastern governments.  Also, on page 5, you state that your specific
Thuraya satellite products are being eval uated by a Middle Eastern government.
Further, on page 21, you state that you ar e continuing to direct your encryption
marketing efforts to opportunities in both the commercial and government security markets and you have recently uncovered new opportunities to market products to Middle Eastern governments to s ecure voice and fax co mmunications.
In addition, we are aware of a June 2008 news report that Videocon Industries
Limited, which exports products to the Middle East and with which you have a
significant technology license agreement, in tended to build a plant in Iran in 2009.

Denis A. Krusos
Copytele, Inc. March 31, 2010
Page 2

The Middle East and Africa include Iran, Syria, and Sudan, countries that are
identified by the State Department as stat e sponsors of terrorism  and are subject to
U.S. economic sanctions and export contro ls.  We note that your Form 10-K does
not include disclosure re garding contacts with Iran, Syria, and Sudan.  Please
describe to us the nature and extent of  your past, current, a nd anticipated contacts
with Iran, Syria, and Sudan, if any, whet her through subsidiari es, distributors,
licensees, or other direct or  indirect arrangements.  Y our response should describe
any products, components, equipment, tec hnology, software, or services that you
have provided into Iran, Syria, and S udan, directly or indirectly, and any
agreements, commercial arrangements, or  other contacts you have had with the
governments of those countries or entit ies controlled by those governments.
 Form 10-K for the Fiscal Year Ended October 31, 2009

Part I
 Item 1.  Business, page 4

 2. On page 5 you disclose that the payment terms of the technology license to
Videocon were modified to “allow Vide ocon’s payments to be more closely
aligned with the progress being made towards optimization of the display
performance.”  This text suggests that at  least some of the additional license fee
payments will be owed only if specific performance standards are met by prototypes of the company’s products in th e development process.  Please clarify
the disclosure, and ensure that your descri ption of these provis ions of the license
agreement provides the materially complete  summary of the rights and obligations
of the related parties that is required by Item 404(a)(6) of Regulation S-K.
 3. Ensure that your discussion of transacti ons with Videocon describes all payments
that were received from and made to Videocon during the year ended October 31,
2009.  The extent to which license fees owed by Videocon were offset by payment obligations for goods or services received from Videocon should be discussed in qualitative and quantitative terms.  Describe the nature of those
goods or services and the amount of th e offset, during the most recently
completed year.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Liquidity and Capital Resources, page 28
 4. On page 31, you express the belief that ex isting resources and those to be received
from operations will provide sufficient cap ital to enable you to fund expected
operations for at least 12 months.  We note that the sources of capital supporting

Denis A. Krusos
Copytele, Inc. March 31, 2010
Page 3

the conclusion about the adequacy of your resources include license fees.  With a
view to disclosure, tell us the dollar amount  of the license fees expected to be
received in the twelve months from the f iling date of the Form 10-K, and clarify
whether those fees will be owed only if  product performance or similar criteria
are met.  To the extent the adequacy of  your capital resources during the 12 month
period is expected to depend materially  upon the receipt of license fees, please
discuss this in quantitative terms.  Al so, consider whether the uncertainty of
receipt of the future license fee paymen ts warrants more specific disclosure.

Contractual Obligations, page 31
 5. We note that your contractual obligations  table does not reflect the $5 million
senior secured loan from Mars Over seas Limited that is listed on your
consolidated balance sheet.  Please revise to include the $5 million senior secured
loan in your table or tell us why you think th at disclosure is not required.  Refer to
Item 303(a)(5) of Regulation S-K.
 Item 12. Security Ownership of Certain Bene ficial Owners and Management and Related
Stockholder Matters, page 40

6. We note your response to prior comment  8 and reissue the comment.  Please
identify the natural person(s) who exercise  sole or shared voting and dispositive
powers over the shares held of record by Mars Overseas Limited, as required by
Item 403(a) of Regulation S-K.  Please refer to Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, to determine beneficial ownership.

Item 15. Exhibits and Financia l Statement Schedules, page 43
 7. We note from your response to comment 9 that your 2003 Share Incentive Plan
was amended October 8, 2004, February 9, 2006, August 22, 2007, and December 3, 2008; however, we are unable to locat e the amendment of  December 3, 2008
among documents you have filed publicly.  Please tell us where this amendment
has been filed or file it.  Further, it appears that amendm ents 2 and 3 were filed as
exhibits to your Form 10-Q for the fiscal quarter ended January 31, 2006, not
January 31, 2005.  Please re vise accordingly.

Exhibits 31.1 and 31.2

 8. The language of the certifications required  by Rule 13a-14(a) may not be altered
in any manner from the form appearing in  Item 601(b)(31)(i) of  Regulation S-K.
In this regard, we note that you have incl uded the titles of your  certifying officers
in the introductory paragraph of your certi fications.  Please confirm that in future
filings you will not alter the form of the certifications in any manner from that

Denis A. Krusos
Copytele, Inc. March 31, 2010
Page 4

appearing in Item 601(b)(31)(i) of Regulati on S-K.  This comment also applies to
your Form 10-Q for the Quarterly Period Ended January 31, 2010.

* * * * * * *

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 ma rked 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.
 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
cc: Via facsimile to: (212) 208-4451

 Michael D. Schwamm, Esq.  Duane Morris, LLP