SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628

June 4, 2010

By Facsimile and U.S. Mail

Andrew M. Freedman, Esq. Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55
th Street
New York, NY 10022
Re:   CopyTele, Inc.  Schedule 14A filed by Bruce Johnson , John Reynolds, David Richards,
  Lewis Titterton, Robert Webber a nd the Committee to Enhance Copytele
Filed May 28, 2010 File No. 0-11254

Dear Mr. Freedman:
We have reviewed your  filing and have the following co mments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why a comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  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.

Schedule 14A

General
1. We note that this filing refers security holders  to information expected  to be contained in
the company’s preliminary revocation statement.   We presume that the participants intend
to rely upon Rule 14a-5(c) to fulfill certain disclosure obligations.  Please note that we
believe that reliance upon Rule 14a-5(c) before  the company distributes the information to

Andrew M. Freedman, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP
June 4, 2010 Page 2
security holders would be inappr opriate.  If the participants determine to disseminate their
consent solicitation statement prior to th e distribution of the company’s revocation
statement, the participants must undertake to provide any omitted information to security holders in the form of a proxy supplement.  Pleas e advise as to the pa rticipants’ intent in
this regard.
2. On a supplemental basis, advise us as to how the insurgent group was formed.  For example, tell us who and how many sharehol ders you contacted with respect to this
solicitation, the nature of these contacts and the conten t of your communications.  In
addition, we note that the soliciting material filed on June 1, 2010 refers to “my first public letter just over two weeks ago.”  Please provide us with a copy  of this and any other letters
regarding the solicitation.  We may have further comme nt upon review of your response.
3. Please revise to describe your basis for amending the bylaws to fix the number of directors at six and to fill vacancies or for electing directors by written shareholder consent under
state law and CopyTele’s governing documents.
4. In an appropriate section, please revise to state that ther e is no assurance that Messrs.
Herms, Krusos or Larounis, the remaining di rectors, will serve with any of your board
nominees.
5. Please revise to fill-in the blanks. For example, please disclose the number of shares currently held by the participants, their busin ess address, and the estimated costs of the
solicitation.
6. We note that in several places you state th at the solicitation is being made by the
Committee.  Please revise throughout to indicate that the solicitation is also being made by
each of the participants.

Who are the Nominees that the Committee is Proposing to Elect to the Board, page 8

7. Please revise to further describe how each nominee is “highly qualified” and “experienced.”

Who is Eligible to Consent to the Proposals, page 9

8. We note that the record date for the consent solicitation will either be a date fixed by the
Company’s board of directors or the first da te on which a signed written consent is
delivered to the Company.  Please disclose how  you intend to notify secu rity holders of the
record date, once it is determined.

Andrew M. Freedman, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP
June 4, 2010 Page 3

What Should You Do to Consent to Our Proposals, page 10

9. Please revise to include the busin ess address for each participant.  Refer to Item 5(b)(1)(i) of
Schedule 14A.

Reasons for Our Solicitation, page 11
10. Please characterize each statement or assertion of opinion or belief as such, and ensure that
a reasonable basis for each such opinion or belief exists .  Support for each statement or
assertion of opinion or belief must be self-evi dent, disclosed in the proxy materials, or
provided to the staff on a supplemental basis.  Please provide support for any statements
relating to the company’s fina ncial and market performance,  including but not limited to
the following assertions:
• “The Company has had net losses and nega tive cash flows from operations in each
year since its inception and over the past  three fiscal years management has
delivered increasing net losses a nd declining stock prices.”
• “Ten years ago the Company’s stock was trad ing at $2.06 , it recently closed as low
as $0.29.”
• “Over the past five years, the Company has consistently underperformed both the Nasdaq Stock Market U.S. Index and the Nasdaq Electronic Components Stock
Index.”
• “While the Company is supposed to r eceive a license fee of $11 million from
Videocon, the Company recently reported that it has only received aggregate
license fee payments of $2.9 million to date.”
• “Despite ongoing massive and dilutive share issuances, results from these
transactions have been minimal to non-existent.”

Please mark any supporting information that you provide to clearly identify the specific
information relied upon, such as quoted statem ents, financial statement line items, press
releases, and mathematical computations, and identify all sources of any data used.
  Proposal 2—The Vacancy Proposal, page 16

11. If the bylaw amendment in Proposal 2 is a pproved, please address how vacancies resulting
from newly created dire ctorships will be filled if a majo rity vote by stockholders is not

Andrew M. Freedman, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP
June 4, 2010 Page 4
obtained to fill the vacancy.  For example, will the vacancies merely continue until the next
election of directors?

Proposal 3—The Election Proposal, page 17

12. Please revise the description of Messrs. Johns on’s and Titterton’s business experience over
the past five years to include dates.  Please also clarify that Mr. Titterton is retired, as
disclosed in the Schedule 13D.
13. For each nominee, please revise to descri be the specific experience, qualifications,
attributes or skills that led to the conclusion that the person should se rve as a director, in
light of the registrant’s business and structure.  Refer to Item  401(e)(1) of Regulation S-K.

Solicitation of Consents, page 22
14. We note that consents may be solicited by mail, facsimile, telephone, telegraph, Internet, in
person and by advertisements.  Please be advi sed that all written soliciting materials,
including any scripts to be used in so liciting proxies over the telephone or e-mail
correspondence and information posted on the In ternet must be filed under the cover of
Schedule 14A.  Refer to Rule 14a-6(b) and (c ).  Please confirm your  understanding in your
response letter.
 Consent Card

15. Please revise to indicate in bold font at the t op of the consent card that  the solicitation is not
on behalf of the Company.  We note that you have  included this language at the end of the
last page of the card.

Closing Information

Please amend the preliminary proxy statement in response to these comments.  Clearly
and precisely mark the changes to the preliminary proxy statemen t effected by the amendment,
as required by Rule 14a-6(h) and Rule 310 of Regul ation S-T.  We may have further comments
upon receipt of your amendment; therefore, please allow adequate time after the filing of the
amendment for further staff review.

You should furnish a response letter with the amendment ke ying your responses to our
comment letter and providing any supplemental information we have requested.  You should
transmit the letter via EDGAR under the label “C ORRESP.”  In the event that you believe that
compliance with any of the above comments is in appropriate, provide a ba sis for such belief to
the staff in the response letter.

 In connection with responding to our comme nt, please provide, in writing, a statement
from each participant and filing person, as appropriate, acknowledging that:

Andrew M. Freedman, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP  June 4, 2010 Page 5
ƒ the participant or filing person is responsib le for the adequacy and accuracy of the
disclosure in the filing;

ƒ 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

ƒ the participant or filing person may not asse rt 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 advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.
Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:
20549-3628.
                                 Sincerely,                                       Peggy Kim         S p e c i a l  C o u n s e l          Office of Mergers & Acquisitions