SecProbe.io

Mail Stop 4561         A p r i l  2 7 ,  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  File No. 000-11254

Dear Mr. Krusos:

We have reviewed your response letter dated April 12, 2010.  If indicated, we
think you should revise your docum ent 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 March 31, 2010.         General

     1. We note your response to our prior comme nt 1.  Please delete North Korea from
the proposed disclosure to describe the U.S. economic sanctions and export
control regulations that affect your bus iness.  Currently, the four countries
designated by the State Department as st ate sponsors of terrorism are Cuba, Iran,
Sudan, and Syria.
 Form 10-K/A for Fiscal Year Ended October 31, 2009

 Part I

 Item 1. Business, page 4

 2. Your proposed disclosure in response to  prior comment 2 continues to refer to
modified payments to your agreement w ith Videocon, without clarifying why or
how those modifications occurred.  Pleas e expand your disclosure to discuss how

Denis A. Krusos
Copytele, Inc.
April 27, 2010
Page 2

and why these payments were modified to be “more closely aligned with progress
being made.”  Clarify Copytele’s lim ited performance requirements under the
agreement and explain in greater detail th e technical support th at has and will be
provided to Videocon’s techni cal team.  Given that the license fees account for a
significant portion of your re venues and that future modi fications of the timing of
the payments and delays in the payments beyond the 27 month period could materially impact your results of operati ons, please ensure that you describe the
provisions of the license agreement that al low for modifications or adjustments to
the payments.  Further, you state that Videocon did not become a related party until it purchased the equity interest in  November 2007.  Please note that Item
404(a) of Regulation S-K requires disclosure of any tran saction since the
beginning of the last fiscal year in which a person identified in Item 404(a) of Regulation S-K was or is to be a part icipant and the amount involved exceeds
$120,000, irrespective of when the contract was originally formed.
 Part II

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Liquidity and Capital Resources, page 28

 3. We note that you have received seve ral modified payment amounts under the
license agreement with Videocon, yet your disclosure does not describe how or
why each of those modifications was made .  As requested above, please expand
your disclosure accordingly.  Although the $11 million total amount due under the license agreement has not changed, it is unclear from your disclosure when and
how the remainder of this obligation will be paid.  Specifically, tell us the dollar amount of license fees expected to be r eceived in the twelve  months from the
filing date of the Form 10-K and also, what consideration you have given to
adding more specific disclosure as to th e uncertainty of receipt of the future
license payments.
 Part III

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters, page 40
 4. Your response to prior comment 6 indicates that you have relied upon the
information provided in Schedule 13G file d by Mars Overseas Limited; however,
Instruction C to Schedule 13G requires di sclosure pertaining to each executive
officer and director of a corporation if a corporation is the repo rting entity.  There
are similar disclosure requirements if the reporting entity is either a general or limited partnership.  As such, the Sc hedule 13G should include the required

Denis A. Krusos
Copytele, Inc. April 27, 2010
Page 3

disclosure.  Accordingly, we do not believe the prior comment has been
satisfactorily resolved and we  will contact you to discuss this matter further.

* * * * * * *

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.
 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