SecProbe.io

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 Anixa
Biosciences, Inc.

 3150
Almaden Expressway, Suite 250

 San
Jose, CA 95118

 September
26, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Chris Edwards

 Re:
 Anixa
 Biosciences, Inc.

 Registration
 Statement on Form S-3
 Filed
 September 10, 2025

 File
 No. 333-290178

 Dear
Mr. Edwards:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Anixa Biosciences, Inc. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on Tuesday, September 30, 2025, or as soon as
thereafter practicable.

 Very
 truly yours,

 /s/
 Dr. Amit Kumar

 Dr.
 Amit Kumar

 Chairman
 and Chief Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

Amit Kumar, Ph.D.
Chairman and Chief Executive Officer
Anixa Biosciences Inc
3150 Almaden Expressway, Suite 250
San Jose, CA 95118

 Re: Anixa Biosciences Inc
 Registration Statement on Form S-3
 Filed September 10, 2025
 File No. 333-290178
Dear Amit Kumar Ph.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Matthew Bernstein, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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ANIXA
BIOSCIENCES, INC.

3150
Almaden Expressway, Suite 250

San
Jose, CA 95118

September
15, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

Attn:
Tyler Howes

    Re:
    Anixa
    Biosciences, Inc.

    Registration
    Statement on Form S-3

    Filed
    September 9, 2022, as amended

    File
    No. 333-267369

Dear
Mr. Howes:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Anixa Biosciences, Inc., hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:30 p.m. EST on Monday, September 19, 2022, or as soon as
thereafter practicable.

    Very
    truly yours,

    /s/
    Dr. Amit Kumar

    Dr.
    Amit Kumar

    Chairman and Chief Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

United States securities and exchange commission logo
September 14, 2022
Amit Kumar
Chief Executive Officer
Anixa Biosciences, Inc.
3150 Almaden Expressway, Suite 250
San Jose, CA 95118
Re:Anixa Biosciences, Inc.
Registration Statement on Form S-3
Filed September 9, 2022
File No. 333-267369
Dear Dr. Kumar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew Bernstein, Esq.

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Company Acceleration Request

 ANIXA BIOSCIENCES, INC.

 3150 Almaden Expressway, Suite 250

 San Jose, CA 95118

 June 19, 2019

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Office of Financial Services

 100 F Street, N.E.

 Mail Stop 4628

 Washington, DC 20549

 Attn: Ronald Alper

   Re:

   Anixa Biosciences, Inc.

   Registration Statement on Form S-3

   Filed June 11, 2019

   File No. 333-232067

 Dear Mr. Alper:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Anixa Biosciences, Inc., hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. EST on Friday, June 21, 2019, or as soon as thereafter practicable.

    Very truly yours,

  /s/ Dr. Amit Kumar

  Dr. Amit Kumar

  Chairman, President and Chief Executive Officer

     cc:

   Ellenoff Grossman & Schole LLP

June 17, 2019
Amit Kumar
President and Chief Executive Officer
Anixa Biosciences, Inc
3150 Almaden Expressway, Suite 250
San Jose, CA 95118
Re:Anixa Biosciences, Inc
Registration Statement on Form S-3
Filed June 11, 2019
File No. 333-232067
Dear Dr. Kumar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Barry Grossman

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S-3 Acceleration Request   ITUS CORPORATION

 3150 Almaden Expressway, Suite 250

 San Jose, CA 95118

 October 24, 2017

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Jan Woo

 Re:

 ITUS Corporation

 Registration Statement on Form S-3

 File No. 333-220963

 Dear Ms. Woo:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ITUS Corporation (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Standard Time on Thursday, October 26, 2017, or as soon as practicable thereafter.

 Please note that we acknowledge the following:

 ·

 should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ·

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ·

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ Dr. Amit Kumar

 Name: Dr. Amit Kumar

 Title: President and Chief Executive Officer

Mail Stop 4561

October 23, 2017

Amit Kumar
Chief Executive Officer
ITUS  Corporation
3150 Almaden Expressway, Suite 250
San Jose, CA 95118

Re: ITUS  Corporation
  Registration Statement on Form S-3
Filed  Octo ber 16, 2017
  File No.  333-220963

Dear Dr. Kumar :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Amit Kumar
ITUS  Corporation
October 23, 2017
Page 2

 Please refer to Rule s 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Edwin Kim, Attor ney-Advisor,  at (202) 551 -3297 or me at (202) 551 -3453
with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Branch Chief -Legal
Office of Information Technologies
and Services

cc:  Matthew Bernstein , Esq.
Ellenoff Grossman & Schole LLP

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S-3 Acceleration Request

 ITUS CORPORATION

 12100 Wilshire Boulevard, Suite 1275

 Los Angeles, CA 90025

 April 6, 2017

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Jan Woo

 Re:

 ITUS Corporation

 Registration Statement on Form S-3

 File No. 333-217060

 Dear Ms. Woo:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ITUS Corporation (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Standard Time on Monday, April 10, 2017, or as soon as practicable thereafter.

 Very truly yours,

 /s/ Robert A. Berman

 Name: Robert A. Berman

 Title: President and Chief Executive Officer

Mail Stop 4561
April 3 , 2017

Robert A. Berman
President and Chief Executive Officer
ITUS Corporation
12100 Wilshire Boulevard, Suite 1275
Los Angeles, CA 90025

ITUS Corporation
  Registration Statement on Form S-3
Filed March 31 , 2017
  File No. 333-217060

Dear Mr. Berman:

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule  461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Please contac t Ji Shin, Attorney -Advisor, at (202) 551 -3579 or me at (202) 551 -3453
with any other questions.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc:  Barry I. Grossman, Esq.
Ellenoff Grossman & Sch ole LLP

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CORRESPONDENCE

 ITUS CORPORATION

 12100 Wilshire Boulevard, Suite 1275

 Los Angeles, CA 90025

 September 16, 2015

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Mark P. Shuman

 Re:

 ITUS Corporation

 Registration Statement on Form S-3

 File No. 333-206782

 Dear Mr. Shuman:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ITUS Corporation (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Standard Time on Friday, September 18, 2015, or as soon as practicable thereafter.

 Please note that we acknowledge the following:

 ·

 should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ·

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ·

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ Robert A. Berman

 Name: Robert A. Berman

 Title: President and Chief Executive Officer

Mail Stop 4561
September 10, 2015

Robert A. Berman
President and Chief Executive Officer
ITUS Corporation
12100 Wilshire Boulevard, Suite 1275
Los Angeles, CA 90025

Re: ITUS Corporation
  Registration Statement on Form S-3
Filed  September 4, 2015
  File No.  333-206782

Dear Mr. Berman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule  461 regard ing requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the

Robert A. Berman
ITUS Corporation
September 10, 2015
Page 2

 fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Ji Shin, Attorney -Advisor, at (202) 551 -3579, or me at (202) 551 -3462
with any questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal
Office of Information Technologies
and Services
cc: Barry I. Grossman, Esq.
Ellenoff Grossman & Schole LLP

CORRESP
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CORRESPONDENCE

 ITUS Corporation

 12100 Wilshire Boulevard, Suite 1275

 Los Angeles, CA 90025

 March 11, 2015

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Mark P. Shuman

 Re:

 ITUS Corporation

 Registration Statement on Form S-1

 Filed December 8, 2014, as amended

 File No. 333-200804

 Dear Mr. Shuman:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ITUS Corporation (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. on Friday, March 13, 2015, or as soon as thereafter practicable.

 Please note that we acknowledge the following:

 ·

 should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ·

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ·

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ Robert A. Berman

 Robert A. Berman

 President and Chief Executive Officer

CORRESP
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Correspondence

 March 3, 2015

 Via EDGAR

 Mark P. Shuman

 Branch Chief - Legal

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NW

 Washington, DC 20549

              Re:  ITUS Corporation

                     Registration Statement on Form S-1

                     Filed December 8, 2014

                     File No. 333-200804

 Dear Mr. Shuman:

 ITUS Corporation (the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 16, 2014 regarding our Registration Statement on Form S-1 (the “Registration Statement”) previously filed on December 8, 2014. For your convenience, we have repeated below the Staff’s comment in bold and have followed such comment with the Company’s response.

 General

 1. Please update your filing to include audited financial statements and related disclosures for the fiscal year ended October 31, 2014. Refer to Item 8-08(b) of Regulation S-X.

 We respectfully advise the Staff that we have amended our Registration Statement to include audited financial statements and related disclosures for the fiscal year ended October 31, 2014.

 ******************

 In making this response the Company acknowledges that:

 ·

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ·

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ·

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We thank the Staff in advance for its consideration of the enclosed and the foregoing responses.  Should you have any questions concerning the foregoing responses, please contact Matthew Bernstein, Esq. at (212) 370-1300.

 Very truly yours,

 ITUS Corporation

 By: /s/ Robert A. Berman____
Name: Robert A. Berman

 Title: President and Chief Executive Officer

December 16 , 2014

Via E -mail
Robert A. Berman
President and Chief Executive Officer
ITUS Corporation
900 Walt Whitman Road
Melville, NY 11747

Re: ITUS Corporation
  Registration Statement on Form S-1
Filed  December 8 , 2014
  File No.  333-200804

Dear Mr. Berman :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  Please respond to this letter by amending your registration statement
and providing the requested information .  If you do not believe our comment applies  to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to our comment , we may have  additional comments.

General

1. Please update your filing to include audited financial statements and related disclosures
for the fi scal year ended October 31, 2014.  Refer to Item 8-08(b) of Regulation  S-X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the  staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Robert A. Berman
ITUS Corporation
December 16 , 2014
Page 2

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Matthew Crispino, Staff Attorney, at (202) 551 -3456  with any
questions.   In his absence, you may contact me at (202) 551 -3462.  If you thereafter require
further assistance, you may contact Barbara C. Jacob s, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via E-mail
 Barry I. Grossman, Esq.
Ellenoff Grossman & Schole LLP

June 17, 2014

Via E -Mail
Robert A. Berman
President and Chief Executive Officer
CopyTele, Inc.
900 Walt Whitman Road
Melville, New York 11747

Re: CopyTele, Inc.
 Preliminary Proxy  Statement on Schedule 14 A
Filed on June 3, 2014
File No. 000-11254

Dear Mr. Berman :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /S/ Maryse  Mills -Apenteng

Maryse Mills -Apenteng
Special Coun sel

CORRESP
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CORRESP

 June 16, 2014

 Via EDGAR
Ji Kim
Attorney - Adviser
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NW
Washington, DC 20549

  Re:

 CopyTele, Inc.

              Preliminary Proxy Statement on Schedule 14A

              Filed on June 3, 2014

              File No. 000-11254

 Dear Ms. Kim:

 CopyTele, Inc. (“CopyTele”, the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 12, 2014 regarding our Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) previously filed on June 3, 2014. For your convenience, we have repeated below the Staff’s comment in bold and have followed such comment with the Company’s response.

 Proposal 4

 1. Please tell us, and expand your disclosure to reference, what in your bylaws, articles of incorporation or other governing documents permits you to change your corporate name to another name to be selected by you at a later date without informing shareholders of the new name. In your response letter, explain how the authority the board seeks with respect to a future selection of a corporate name is consistent with Delaware law and the proxy rules.

 In light of the comment we have revised our Preliminary Proxy Statement to include the new name that our board of directors selected.

 ******************

 In making this response the Company acknowledges 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.

 We thank the Staff in advance for its consideration of the enclosed and the foregoing responses.  Should you have any questions concerning the foregoing responses, please contact Matthew Bernstein, Esq. at (212) 370-1300.

 Very truly yours,

 COPYTELE, INC.

 By: /s/ Robert A. Berman
Name: Robert A. Berman
Title: President and Chief Executive Officer

June 12 , 2014

Via E -Mail
Robert A. Berman
Chief Executive Officer
CopyTele, Inc.
900 Walt Whitman Road
Melville, New York 11747

Re: CopyTele, Inc.
 Preliminary Proxy  Statement on Schedule 14 A
Filed on June 3, 2014
File No. 000-11254

Dear Mr. Berman :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and  circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Proposal 4

Name Change Proposal, page 42

1. Please tell us, and e xpand your  disclosure to reference , what in your bylaws, articles of
incorporation or other governing documents permits you to change your corporate name
to another name to be selected by you at a later dat e without informing shareholders of
the new name .  In your response letter, explain how the authority the board seeks with
respect to a future selection of a corporate name is consistent wi th Delaware law and the
proxy rules.

We urge all persons who are  responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Robert A. Berman
CopyTele, Inc.
June 12, 2014
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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.

Please contact Ji Kim, Attorney -Advisor, at (202) 551 -3579  or, in her absence, the
undersigned at (202) 551 -3457 with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

CORRESP
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CORRESPONDENCE

 CopyTele, Inc.

 900 Walt Whitman Road

 Melville, NY  11747

 May 6, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Jan Woo, Attorney-Adviser

 Re:

 CopyTele, Inc.

 Registration Statement on Form S-3

 Filed February 7, 2014, as amended

 File No. 333-193826

 Dear Ms. Woo:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, CopyTele, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. on Thursday, May 8, 2014, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Robert A. Berman

 Robert A. Berman

 President and Chief Executive Officer

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Converted by EDGARwiz

 CopyTele, Inc.

 900 Walt Whitman Road

 Melville, NY  11747

 April 23, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Jan Woo, Attorney-Adviser

 Re:

 CopyTele, Inc.

 Registration Statement on Form S-3

 Filed February 11, 2014, as amended

 File No. 333-193869

 Dear Ms. Woo:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, CopyTele, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. on Friday, April 25, 2014, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Robert A. Berman

 Robert A. Berman

 President and Chief Executive Officer

CORRESP
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CORRESPONDENCE

 April 17, 2014

 Via EDGAR

 Jan Woo

 Attorney - Adviser

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NW

 Washington, DC 20549

 Re:      CopyTele, Inc.

 Amendment No. 1 to Registration Statement on Form S-3

 Filed March 31, 2014

 File No. 333-193869

 Dear Ms. Woo:

             CopyTele, Inc. (“CopyTele”, the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated April 15, 2014 regarding our Registration Statement on Form S-3, as amended by Amendment No. 1 thereto (the “Registration Statement”) previously filed on March 31, 2014. For your convenience, we have repeated below the Staff’s comment in bold and have followed such comment with the Company’s response.

  Front Cover Page of the Registration Statement

 1. Please refer to our prior comment 2 in our letter dated March 6, 2014 relating to registration statement file number 333-193826 and revise your cover page to include disclosure regarding your concurrent offerings. In this regard, we refer to your registration statements on Form S-3 (file nos. 333-188096 and 333-193826). Specifically, please disclose the total number of shares that are being concurrently offered, the extent to which the concurrent offerings are of a primary and secondary nature, and the portion of that total offered by means of a separate prospectus.

             We respectfully advise the Staff that we have revised our Registration Statement to reflect that concurrently with the securities being offered by us in a primary offering pursuant to the Registration Statement, an additional 28,748,415 shares of our common stock are being registered in a secondary offering in a separate prospectus included in our Registration Statement on Form S-3 (File No.333-193826). Additionally, we have revised our Registration Statement to reflect that on February 3, 2014, we filed our Post-Effective Amendment No. 1 to Form S-1 on Form S-3 (File No. 333-188096), to continue the registration of up to 57,400,130 shares of our common stock, originally registered in a secondary offering and declared effective on June 14, 2013.

 ******************

             In making this response the Company acknowledges that:

 ·         should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

   ·         the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ·         the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

             We thank the Staff in advance for its consideration of the enclosed and the foregoing responses.  Should you have any questions concerning the foregoing responses, please contact Matthew Bernstein, Esq. at (212) 370-1300.

     Very truly yours,

   COPYTELE, INC.

   By: /s/ Robert A. Berman

   Name: Robert A. Berman

   Title: President and Chief Executive Officer

April 15 , 2014

Via E -mail
Robert A. Berman
President and Chief Executive Officer
CopyTele, Inc.
900 Walt Whitman Road
Melville, NY 11747

Re: CopyTele, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed  March 31 , 2014
  File No.  333-193869

Dear Mr. Berman:

After reviewing  your letters  dated  March 13, 2014 and April 9 , 2014  and the above -
referenced registration statement,  we have the following comment.

Front Cover Page of the Registration Statement

1. Please refer to our prior comment 2 in our letter dated March 6, 2014 relating to
registration statement file number 333 -193826 and revise your cover page to include
disclosure regarding your concurrent offerings.  In this regard, we refer to your
registration statements on Form S -3 (file nos. 333 -188096 and 333 -193826).
Specifically, please disclose the total number of shares that are being concurrently
offered, the  extent to which the concurrent offerings are of a primary and secondary
nature, and the portion of that total offered by means of a separate prospectus.

Please contact Mitchell Austin, Attorney -Adviser,  at (202) 551 -3574  or me at (202) 551 -
3453 with any  questions.   If you need further assistance, please contact Barbara C. Jacobs,
Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Jan Woo

Jan Woo
Attorney -Adviser

cc: Via E -mail
 Sarah E. Williams, Esq.
Ellenoff Grossman & Schole LLP

CORRESP
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CORRESPONDENCE

 April 9, 2014

 Via EDGAR

 Jan Woo

 Attorney - Adviser

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NW

 Washington, DC 20549

  Re:      CopyTele, Inc.

 Registration Statement on Form S-3

 Filed February 11, 2014

 File No. 333-193869

 Dear Ms. Woo:

 CopyTele, Inc. (“CopyTele”, the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 7, 2014, regarding our Registration Statement on Form S-3 filed February 11, 2014 (the “Registration Statement”). For your convenience, we have repeated below the Staff’s comment in bold and have followed such comment with the Company’s response.

 1. We note your response to our oral comment issued March 28, 2014 that you believe that Mars Overseas Limited is not an affiliate of the company because, in part, the agreements do not “restrict, in any way, either party’s ability to conduct its business operations.” However, this appears inconsistent with the agreement between CopyTele and an affiliate of Mars Overseas Limited, Videocon, limiting the granting of the licensing of your technology without the consent of Videocon. It appears that the agreement provides Videocon and Mars Overseas Limited a certain level of control over your business. Further, it is unclear whether you have historically and consistently included the shares held by Mars Overseas Limited in calculating your public float since 2007. Please provide further analysis why you believe that Mars Overseas Limited, the largest shareholder of the company holding 9.5% of the total shares, is not an affiliate under Rule 405 of the Securities Act such that you are eligible to register these transactions on Form S-3. Alternatively, withdraw the filing and register the transaction on the appropriate registration statement form.

 We respectfully advise the Staff that based upon Rule 405 of the Securities Act of 1933, as amended (the “Act”), we do not believe that Mars Overseas Limited (“Mars”) or its affiliate, Videocon Industries Limited, (“Videocon”), is an affiliate of the Company.  In order to demonstrate that Mars has a “level of control” over our business, the Staff points to (i) that certain license agreement dated November 2, 2007, as amended, between the Company and Videocon (the “License Agreement”) in which Videocon has a certain “level of control” over our Technology (as defined below), and thereby over our business, based upon its ability to prevent the Company from granting a license covering the Technology without obtaining Videocon’s written consent and (ii) Mars’ 9.5% ownership of our outstanding voting stock (the “Shares”). However, we respectfully advise the Staff that Mars does not currently exert control over the Company based upon the changes in the Company’s operations as described below and the manner in which Mars first obtained and currently holds the Shares as follows:

  1.  The License Agreement relates solely to a Technology that was intended to be central to our Old Business (as defined below) and Mars’ ability to exercise control over such Technology is irrelevant to our New Business (as defined below) and the management of our current operations;

  2.  Even though Mars owns 9.5% of our outstanding voting stock, such percentage voting interest is not solely determinative of whether Mars is an affiliate. Mars has not attended or voted at annual meetings in either of the last two years and has not contacted us regarding the Technology for several years, which we believe supports our position that such percentage voting interest alone does not show that they exercise control of the Company or make Mars an affiliate of the Company; and

  3.  Mars received the Shares (as defined below) representing its 9.5% voting interest in the Company in connection with a corresponding purchase by the Company of GDRs for the same amount of money and certain Notes (as defined below), due in December 2014, which require Mars to either pay the Note Amount (as defined below) to the Company or forfeit the Shares (Mars has not purchased any additional shares of the Company since the date of this transaction and its 9.5% voting interest in the Company is derived solely from the Shares).

 Because the licensed Technology is not material to our New Business and because, notwithstanding their equity ownership, Mars has never attempted to exert control over the Company, we do not believe that Mars is an affiliate of the Company. Each of these points will be discussed in further detail below.

 Rule 405

 The term “affiliate” is defined in Rule 405 under the Act as a “person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with,” an issuer. The term “control” is defined in Rule 405 under the Act as “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Staff has consistently taken the position that the determination of “control” is dependent on the facts and circumstances involved and, therefore, has declined to state definitively what circumstances will result in a person being deemed to be in “control” of an issuer. As a result, resolution of this issue necessarily turns on the specific facts and circumstances surrounding each case.

 License Agreement and Licensed Technology

 On May 16, 2008 the Company and Videocon entered into an Amended and Restated Technology License Agreement (the “Agreement”), where the parties agreed to jointly further develop CopyTele’s thin, flat low-voltage phosphor display technology (the “Technology”), and via which CopyTele granted Videocon a non-exclusive license to manufacture and sell certain limited products which incorporate the Technology (the “Transaction”).  The Agreement provided for the joint agreement of CopyTele and Videocon in order to grant further licenses of the Technology to third parties. By July of 2009, Videocon decided to not build a factory that was necessary to produce products incorporating the Technology, and to discontinue jointly developing the Technology with CopyTele. On May 3, 2011, Videocon consented to CopyTele granting a non-exclusive license of the Technology to AU Optronics Corp. (“AUOC”).  On May 27, 2011, CopyTele entered into a license and joint development agreement with AU Optronics Corp., with respect to the Technology (the “AUO Agreement”).

 While technically, Videocon does, to some extent, maintain limited power to approve additional licenses to the Technology, the Technology was only relevant to our Old Business and it is irrelevant to our New Business and the management of our current operations. At the time that the Company entered into the Mars Agreements (as defined below), the Company’s primary business was the development, production and marketing of thin film display technologies (including the Technology), and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over communications media (the “Old Business”). In connection with the Transaction and as previously disclosed to the Staff, simultaneously with the License Agreement, (i) the Company entered into a share subscription agreement (the “Subscription Agreement”) with Mars whereby Mars purchased 20,000,000 shares (the “Shares”) of the Company’s common stock for an aggregate purchase price of $16,200,000; (ii) a wholly-owned subsidiary of CopyTele (the “Subsidiary”) entered into a global depository receipts purchase agreement (the “Purchase Agreement”) with Global EPC Ventures Limited, an affiliate of Mars and Videocon, whereby our Subsidiary purchased 1,495,845 global depository receipts (the “GDRs”) of Videocon for the same aggregate purchase price of $16,200,000; and (iii) our Subsidiary and Mars each entered into a loan and pledge agreement whereby each party simultaneously issued a $5,000,000 (the “Note Amount”), non-interest bearing, non-recourse seven year note (the “Notes” and together with the Subscription Agreement, the Purchase Agreement and the License Agreement, the “Mars Agreements”) to the other party and each party pledged its ownership in the Shares or GDRs, as applicable, to the repayment of such Note Amount to the other party.

 The purpose of the Mars Agreements was to further align the interests of the parties to facilitate the joint development of the Technology in furtherance of the Old Business. The Mars Agreements related specifically to the joint development of the Technology by the Company and Videocon and, accordingly, consent of both CopyTele and Videocon was necessary if either party wanted to further license the Technology to a third party.

 Partially because of the Videocon’s decision to discontinue its efforts with respect to the joint development of the Technology, and because of the failure of CopyTele and AUOC to finish the development of the Technology to where it is ready for commercialization, beginning in October 2012, the Company changed the primary focus of its business (and management) from the Old Business to the development, acquisition, licensing, and enforcement of patents and patented technologies (the “New Business”) that are being used and infringed by third parties. In connection with the transition from the Old Business to the New Business, the Company halted all research and development activities in connection with the Technology, and laid-off scientists and other persons associated solely with the Old Business. As part of the New Business, the Company’s primary focus is on the enforcement of patents that are being infringed by third parties. The Company has launched three patent assertion campaigns involving the following technologies:  (i) key based web conferencing encryption, (ii) J channel window frame construction, and (iii) loyalty conversion systems. None of these assertion programs have anything to do with the Technology. The Company is also engaged in a breach of contract lawsuit against AUO, with respect to the Technology and the AUO Agreement, and our ePaper electrophoretic display technology. Videocon has no right to direct the lawsuit or receive any proceeds that may result from the lawsuit. The Technology licensed to Videocon was never fully developed to where it is ready for commercialization. As part of the New Business, CopyTele no longer has the capacity or personnel to further develop the Technology. Because the Technology is in need of further development before it is ready for commercialization, no third party is using the Technology or infringing CopyTele’s patents that relate to the Technology.

 Because the Technology licensed to Videocon is not relevant to our New Business and to the management of our current operations, Videocon’s “control” over such Technology does not give Videocon “the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” Accordingly, the License Agreement, and the transactions contemplated thereby, do not make Mars or Videocon an affiliate of the Company.

 Voting Rights

 While Mars holds 9.5% of the voting stock of the Company, neither Mars, nor any of its affiliates, has attempted to exert any control over the Company since November 2007. Solely as a result of the Mars Agreements and as a pledge for repayment of its Note, Mars was issued and currently holds approximately 9.5% of the outstanding voting securities of the Company. Mars has not purchased any additional voting shares of the Company following the issuance of the Shares in 2007. The Staff has previously stated that ownership of 10% or greater of the outstanding voting securities is one of the indicia of control that should be taken into consideration when determining affiliate status (see American Standard, SEC No-Action Letter, 1972 SEC No Act. LEXIS 3787). Notwithstanding the fact that Mars holds less than 10% of the voting securities of the Company, the facts and circumstances surrounding Mars’ ownership makes it clear that they do not exert any control over the Company. Mars has not attended or voted their Shares at annual meetings in either of the last two years and has not contacted the Company relating to the Technology for several years. The business relationship that was the basis of the Mars Agreements is outside the purview of our New Business, and therefore any remaining control that Mars could exert on the Technology would not effect our current operations.

 While Videocon and the Company entered into a side letter agreement in November 2007 whereby each of Videocon and the Company are permitted (but not required) to appoint a senior advisor to the board of directors of the other company to advise the other company with respect to strategic planning and technology in the display field, neither of the parties to the letter agreement has ever exercised that right or indicated any desire to appoint a senior advisor to the other party’s board. Additionally, the scope of the letter agreement is no longer relevant to the Company as the Company is no longer in the display field (part of its Old Business) and therefore, there is a question as to whether either of the parties still has the right to appoint this senior advisor. Lastly, this right, along with the rights granted in each of the Mars Agreements, expire in December 2014, calling into question either parties’ ability to exert any meaningful control over the other party moving forward.

 Even though Mars is our largest shareholder (i) its failure to attend or vote its Shares at the Company’s annual meetings, (ii) its complete absence of communications with the Company pertaining to the Technology for several years, (iii) its failure to exercise its right to appoint a senior advisor to the board of directors of the Company, and (iv) the Company’s New Business, which is no longer dependent on the Technology, all serve as evidence that Videocon does not have, and does not wish to have, “the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”

 Past SEC Filings – Calculation of Non-Affiliates on Previous SEC Reports

 Beginning with our Annual Report on Form 10-K for the year ended October 31, 2008, which calculated market value based upon the then most recent completed second fiscal quarter, the Company excluded Mars in its calculation of the aggregate market value of the Company’s voting stock held by non-affiliates of the Company. The Company initially excluded Mars because the Technology was a core focus of its Old Business, and because Mars held close to 15% of the voting shares of the Company. However, once the Company ceased its Old Business operations and began its New Business, the Company only excluded Mars, out of an abundance of caution given Mars’ ownership stake. As recently as April 30, 2013, the last business day of the Company’s most recently completed second fiscal quarter of the 2013 fiscal year, Mars still owned over 10% of the Company’s voting shares and therefore, again out of an abundance of caution, Mars was excluded from the calculation of the Company’s non-affiliated public float. However, as of January 30, 2014, the date on which the Company’s public float exceeded $75,000,000, Mars held fewer than 10% of the Company’s voting shares. Because Mars had not, since November 2007, attempted to exert any control over the Company, and because their voting power was now under 10%, the Company determined that the shares held by Mars should be inc

April 7 , 2014

Via E -mail
Robert A. Berman
President and Chief Executive Officer
CopyTele, Inc.
900 Walt Whitman Road
Melville, NY 11747

Re: CopyTele, Inc.
Registration Statement on Form S-3
Filed  February 7, 2014
  File No.  333-193826
Registration Statement on Form S-3
Filed  February 11, 2014
File No.  333-193869

Dear Mr. Berman:

We have reviewed your response letter dated March 28,  2014 and have the following
comment.

General

1. We note your response to our oral comment issued March 28, 2014 that you believe that
Mars Overseas Limited is not an affiliate of the company  because, in part, the agreements
do not “restrict, in any way, ei ther party’s ability to conduct its business operations.”
However, this appears inconsistent with the a greement between CopyTele and an affiliate
of Mars Ov erseas Limited, Videocon, limiting  the granting of the licensing of your
technology without the consent of Videocon .  It appears that the agreement provid es
Videocon and Mars Overseas Limited a certain level of control over your business.
Further, it is unclear whether you have historically and consistently included the shares
held by Mars Overseas Limited in calculating your public float since 2007.  Please
provide further analysis why you believe that Mars Overseas Limited, the largest
shareholder of the company holding  9.5% of the total shares, is not an affiliate under
Rule 405 of the Securities Act such that you are eligible to register these transactions  on
Form S -3.  Alternatively, withdraw the filing and register the transaction on the
appropriate registration statement form.

Robert A. Berman
CopyTele, Inc.
April 7, 2014
Page 2

 Please contact Mitchell Austin, Attorney -Adviser,  at (202) 551 -3574  or me at (202) 551 -
3453 with any  questions.   If you need further assis tance, please contact Barbara C. Jacobs,
Assistant Director, at (202) 551 -3735.

Sincerely,

 /s/ Jan Woo

Jan Woo
Attorney -Adviser

cc: Via E -mail
 Sarah E. Williams, Esq.
Ellenoff Grossman & Schole LLP

CORRESP
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filename1.htm

CORRESPONDENCE

 March 28, 2014

 Via EDGAR

 Jan Woo

 Attorney - Adviser

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NW

 Washington, DC 20549

  Re:

 CopyTele, Inc.

 Registration Statement on Form S-3

 Filed February 11, 2014

 File No. 333-193869

 Dear Ms. Woo:

 CopyTele, Inc. (“CopyTele”, the “Company”, “we”, “us” or “our”) hereby transmits its response to the telephonic inquiry received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on March 28, 2014 regarding our Registration Statement on Form S-3 filed February 11, 2014 (the “Registration Statement”). For your convenience, we have repeated below the Staff’s inquiry in bold and have followed such inquiry with the Company’s response.

 1. Please provide a detailed analysis relating to the Company’s computation of its non-affiliated stockholders. Please also include an analysis describing why Mars Overseas Limited is not an affiliate of the Company.

 We respectfully advise the Staff that based upon Rule 405 (the “Rule”) of the Securities Act of 1933, as amended, 191,825,531 shares of our common stock were held by non-affiliates as of January 29, 2014. This was computed by taking the number of shares of common stock outstanding as of January 29, 2014 (210,517,530) and subtracting from it all shares held by our officers and directors (18,691,999), such persons constituting the sole affiliates of the Company based upon the definition of “affiliate” as described in the Rule. As of the date hereof, 193,856,401 shares of common stock are held by non-affiliates.

 We further respectfully advise the Staff that Mars Overseas Limited (“Mars”) is not an affiliate as such term is defined in the Rule. The Rule defines an affiliate as “a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.” Mars neither directly nor indirectly controls, is controlled by or is under common control with the Company or any of its officers or directors. None of Mars’ directors or officers is a director or officer of the Company nor is any of the Company’s directors or officers a director or officer of Mars. Further, the Company and Mars have not engaged in any transactions for over three years and other than for the transactions described below, the Company does not have any other agreements with Mars or its affiliates.

 Mars received its shares of common stock in November of 2007 in connection with a technology license agreement (that has been idle for several years) by and between the Company and Videocon Industries Limited, an affiliate of Mars (“Videocon”). Simultaneously with the consummation of the technology license agreement: (i) the Company entered into a share subscription agreement with Mars whereby Mars purchased 20,000,000 shares (the “Shares”) of the Company’s common stock for an aggregate purchase price of $16,200,000; (ii) a wholly-owned subsidiary of the Company (the “Subsidiary”) entered into a global depository receipts purchase agreement with Global EPC Ventures Limited, an affiliate of Mars and Videocon, whereby the Subsidiary purchased 1,495,845 global depository receipts (the “GDRs”) of Videocon for an aggregate purchase price of $16,200,000; and (iii) the Subsidiary and Mars each entered into a loan and pledge agreement whereby each party simultaneously issued a $5,000,000 (the “Loan Amount”), non-interest bearing, seven year loan (the “Loans”) to the other party and each party pledged its ownership in the Shares or GDRs, as applicable, to the repayment of such Loan Amount to the other party.  The Shares and GDRs are being held in escrow until such time as the Loans become due (December 19, 2014). During the interim period where the Shares are being held in escrow, Mars has voting and dispositive control over all of the Shares.  Upon repayment of the Loan Amount by either or both of the Subsidiary and Mars, the Shares and/or GDRs, as the case may be, will be released from escrow. However, if either or both of the Subsidiary and Mars do not repay the Loan Amount, the Shares and/or GDRs will be forfeited back to the issuer. We expect that if the aggregate value of the Shares exceeds the Loan Amount, Mars will repay its Loan and retain ownership of the Shares (less any Shares that may be sold to pay back the Loan Amount). That said, the agreements that the Company and Mars signed in connection with this transaction do not give either party control over the other party nor do the agreements restrict, in any way, either party’s ability to conduct its business operations. Accordingly, we do not believe that Mars is an affiliate of the Company.

 ******************

 In making this response the Company acknowledges that:

 ·

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ·

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ·

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We thank the Staff in advance for its consideration of the enclosed and the foregoing responses.  Should you have any questions concerning the foregoing responses, please contact Matthew Bernstein, Esq. at (212) 370-1300.

 Very truly yours,

 COPYTELE, INC.

 By: /s/ Robert A. Berman

 Name: Robert A. Berman

 Title: President and Chief Executive Officer

CORRESP
1
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CORRESP

 March 13, 2014

 Via EDGAR

 Jan Woo

 Attorney - Adviser

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NW

 Washington, DC 20549

  Re:

 CopyTele, Inc.

 Registration Statement on Form S-3

 Filed February 11, 2014

 File No. 333-193869

 Dear Ms. Woo:

 CopyTele, Inc. (“CopyTele”, the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 6, 2014, regarding our Registration Statement on Form S-3 filed February 11, 2014 (the “Registration Statement”). For your convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

 General

 1. Please be advised that the comments in our letter dated March 6, 2014 relating to the registration statement on Form S-3 (File No. 333-193826) and Form 10-K for the fiscal year ended October 31, 2013 are applicable to this filing and should be addressed in your response letter.

 We respectfully advise the Staff we will be amending the Company’s Registration Statement (such amended Registration Statement to be filed as Amendment No. 1 to the Registration Statement, hereinafter referred to as “Amendment No. 1”) to incorporate all applicable changes required by the comments made in your letter dated March 6, 2014 relating to the registration statement on Form S-3 (File No. 333-193826).

 2. Please provide a detailed legal analysis of your eligibility to register this primary offering on Form S-3. It appears that the aggregate market value of your voting and non-voting common equity held by non-affiliates is less than $75 million. See General Instruction I.B.1 of Form S-3. Alternatively, file an amended registration statement on Form S-1.

 We respectfully advise the Staff that that the Company is eligible to register its secondary offering on Form S-3 pursuant to General Instruction I.B.1 of Form S-3. General Instruction I.B.1 provides that:

 “Securities to be offered for cash by or on behalf of a registrant, or outstanding securities to be offered for cash for the account of any person other than the registrant, including securities acquired by standby underwriters in connection with the call or redemption by the registrant of warrants or a class of convertible securities; provided that the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more.”

  For purposes of General Instruction I.B.1, the aggregate market value of a company’s outstanding voting and non-voting common equity is computed by multiplying the number of shares of voting and non-voting common equity held by non-affiliates of the Company by either (i) “the price at which the common equity was last sold” or (ii) “the average of the bid and asked prices of such common equity, in the principal market for such common equity as of a date within 60 days prior to the date of filing.” It is not necessary to calculate the number of shares held by non-affiliates for the same day on which the average of the bid and asked prices of the common equity is determined (See Question 116.06 of the Commission’s Securities Act Forms Compliance and Disclosure Interpretations). Further, the date on which the bid and asked price of the common equity is determined may be any day within 60 days prior to the date of filing (See General Instruction I.B.1, “Instructions”; See also Question 116.06 of the Commission’s Securities Act Forms Compliance and Disclosure Interpretations).

 On January 29, 2014 and January 30, 2014, the number of shares of common equity held by non-affiliates was 191,825,531. On January 29, 2014, the closing price of the Company’s common stock was $0.399 and the average of the bid ($0.381) and asked ($0.401) prices of the Company’s common stock at closing was $0.391. On January 30, 2014, the Company’s common stock closed at $0.416 per share.  Accordingly, on January 29, 2013 the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company for purposes of General Instruction I.B.1 was $75,003,782.62. Therefore the Company is eligible to register its secondary offering on Form S-3.

 Description of Securities We May Offer

 General, page 9

 3. Debt securities, preferred stock, and warrants that are convertible into or exchangeable for “other securities” that have not been registered under this registration statement may not be issued unless these convertible or exchangeable securities are not legally exercisable within one year of the date of sale of the convertible or exchangeable security. All of the underlying classes of securities to which these convertible or exchangeable securities relate must be specifically identified in the registration statement. Please revise your filing accordingly.

 We respectfully advise the Staff that Amendment No. 1 will be revised in accordance with the Staff’s comment.

 Item 16. Exhibits, page II-2

 4. Please be advised that Exhibits 1.1, 4.1–4.6, and 4.8–4.9 must be filed before the effectiveness of this registration statement.

 We respectfully advise the Staff that Amendment No. 1 will include forms for each of the Exhibits in accordance with the Staff's comment.

  In making this response the Company acknowledges that:

 ·

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ·

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ·

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We thank the Staff in advance for its consideration of the enclosed and the foregoing responses.  Should you have any questions concerning the foregoing responses, please contact Matthew Bernstein, Esq. at (212) 370-1300.

 Very truly yours,

 COPYTELE, INC.

 By: /s/ Robert A. Berman

 Name: Robert A. Berman

 Title: President and Chief Executive Officer

CORRESP
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filename1.htm

CORRESP

 March 13, 2014

 Via EDGAR

 Jan Woo

 Attorney - Adviser

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NW

 Washington, DC 20549

 Re:

 CopyTele, Inc.

 Registration Statement on Form S-3

 Filed February 7, 2014

 File No. 333-193826

 Dear Ms. Woo:

 CopyTele, Inc. (“CopyTele”, the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 6, 2014, regarding our Registration Statement on Form S-3 filed February 7, 2014 (the “Registration Statement”). For your convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

 Form S-3 filed February 7, 2014

 General

 1.

 Please provide a detailed legal analysis of your eligibility to register this secondary offering on Form S-3.  We note that your common stock is quoted on the OTCQB of the OTC Markets, the OTCQB is not a national securities exchange, your securities do not appear to be quoted on the automated quotation systems of a national securities association and the aggregate market value of your voting and non-voting common equity held by non-affiliates appears to be less than $75 million.  See General Instructions I.B.1 and I.B.3 of Form S-3, and for guidance, refer to Questions 116.12 and 116.14 of our Securities Act Forms Compliance and Disclosure Interpretations.  Alternatively, file an amended registration statement on Form S-1.

 We respectfully advise the Staff that that the Company is eligible to register its secondary offering on Form S-3 pursuant to General Instruction I.B.1 of Form S-3. General Instruction I.B.1 provides that:

 “Securities to be offered for cash by or on behalf of a registrant, or outstanding securities to be offered for cash for the account of any person other than the registrant, including securities acquired by standby underwriters in connection with the call or redemption by the registrant of warrants or a class of convertible securities; provided that the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more.”

 For purposes of General Instruction I.B.1, the aggregate market value of a company’s outstanding voting and non-voting common equity is computed by multiplying the number of shares of voting and non-voting common equity held by non-affiliates of the Company by either (i) “the price at which the common equity was last sold” or (ii) “the average of the bid and asked prices of such common equity, in the principal market for such common equity as of a date within 60 days prior to the date of filing.” It is not necessary to calculate the number of shares held by non-affiliates for the same day on which the average of the bid and asked prices of the common equity is determined (See Question 116.06 of the Commission’s Securities Act Forms Compliance and Disclosure Interpretations). Further, the date on which the bid and asked price of the common equity is determined may be any day within 60 days prior to the date of filing (See General Instruction I.B.1, “Instructions”; See also Question 116.06 of the Commission’s Securities Act Forms Compliance and Disclosure Interpretations).

 On January 29, 2014 and January 30, 2014, the number of shares of common equity held by non-affiliates was 191,825,531. On January 29, 2014, the closing price of the Company’s common stock was $0.399 and the average of the bid ($0.381) and asked ($0.401) prices of the Company’s common stock at closing was $0.391. On January 30, 2014, the Company’s common stock closed at $0.416 per share.  Accordingly, on January 29, 2013 the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company for purposes of General Instruction I.B.1 was $75,003,782.62. Therefore the Company is eligible to register its secondary offering on Form S-3

 Front Cover Page of the Registration Statement

 2.

 Footnote 1 to the registration fee table indicates that you are relying on Rule 416 to register an indeterminate number of additional securities that may issued and resold resulting from stock splits, stock dividends, or similar transactions.  Please confirm your understanding that Rule 416 will not be applicable to additional shares that may be issued as a consequence of the full-ratchet pricing protection granted to Adaptive Capital, LLC in your November 11, 2013 private placement.  For additional guidance, please consider Question 213.02 of our Securities Rules Compliance and Disclosure Interpretations.

 We hereby confirm that Rule 416 will not be applicable to additional shares that may be issued as a consequence of the full-ratchet pricing protection granted to Adaptive Capital, LLC in our November 11, 2013 private placement.

 Outside Front Cover Page of the Prospectus

 3.

 Disclose the total number of shares that are being concurrently offered by the company and by the selling stockholders of the company, the extent to which the concurrent offerings are of a primary and secondary nature, and the portion of that total offered by means of a separate prospectus.

 We respectfully advise that the Company is not offering any securities pursuant to this prospectus. The offering will be made solely by selling stockholders and is a secondary offering. The Company will be amending its Registration Statement (such amended Registration Statement to be filed as Amendment No. 1 to the Registration Statement, hereinafter referred to as “Amendment No. 1”) to clarify that the Company is not offering any securities pursuant to the prospectus.  Additionally, Amendment No. 1 will include a second selling stockholder, Meetrix Communications, Inc., that will be offering 1,000,000 shares of common stock pursuant to the prospectus. Accordingly, the selling stockholders will be offering an aggregate of 28,748,415 shares of common stock pursuant to the prospectus.

 4.

 We note that your common stock appears to be currently quoted on the OTCQB and not the OTC Bulletin Board.  Please revise your registration statement where appropriate or advise.

 We respectfully advise the Staff that we will revise our Registration Statement to accurately reflect that the Company’s common stock is quoted on the OTCQB and not on the OTC Bulletin Board.

 Selling Stockholder, page 13

 5.

 Identify the person or persons who exercise sole or shared voting or investment control over Adaptive Capital, LLC.  See Item 507 of Regulation S-K.  For additional guidance, consider Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.

 We respectfully advise the Staff that Amendment No. 1 will include the identity of the person or persons who exercise voting or investment control over Adaptive Capital, LLC and over Meetrix Communications, Inc.

 Incorporation of Documents by Reference, page 19

 6.

 Please specifically incorporate by reference your Form 8-K filed November 13, 2013, as well as any additional reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act between the filing and effectiveness of this registration statement.  See Item 12(a)(2) of Form S-3.

 We respectfully advise the Staff that Amendment No. 1 will incorporate by reference our Form 8-K filed November 13, 2013. We further confirm with the Staff that we will incorporate by reference any additional reports that are filed pursuant to Section 13(a) or 15(d) of the Exchange Act prior to the effectiveness of the Registration Statement, including the Company’s Form 10-Q for its quarter ended January 31, 2014.

 7.

 We note that this registration statement is registering the resale of shares of common stock and that your common stock is currently registered under Section 12 of the Exchange Act.  Please incorporate by reference the description of your common stock contained in your Exchange Act registration statement.  See Item 12(a)(3) of Form S-3. For additional guidance, please consider Question 123.07 of our Securities Act Forms Compliance and Disclosure Interpretations.

 We respectfully advise the Staff that we will file a Current Report on Form 8-K containing a description of our common stock that is currently registered under Section 12 of the Exchange Act and that we will incorporate by reference this Current Report on Form 8-K to Amendment No. 1.

 Form 10-K for Fiscal Year Ended October 31, 2013

 Item 1.  Business

 CTI’s Patent Portfolios,  page  2

 8.

 Please disclose the duration of the patents in your patent portfolios.  See Item 101(h)(4)(vii) of Regulation S-K.

 We respectfully advise the Staff that we will amend our Form 10-K for the fiscal year ended October 31, 2013 (the “Form 10-K”) to include the expiration dates for those patents that are subject to our patent monetization and patent assertion activities. “Item 1. Business”, subsection “Patent Monetization and Patent Assertion Activities” shall be amended and restated as follows:

 “Patent Monetization and Patent Assertion Activities

 On January 28, 2013, CTI initiated a patent infringement lawsuit in the United States District Court for the Northern District of California against E Ink Corporation (“E Ink”), asserting U.S. Pat. Nos. 5,964,935; 6,113,810; and 6,194,488; covering CTI’s ePaper® Electrophoretic Display technology, which patents expire in 2017. CTI alleges that E Ink has infringed and continues to infringe such patents in connection with the manufacture, sale, use, and importation of electrophoretic displays.  On January 28, 2013, CTI also filed a separate joint lawsuit against both AU Optronics Corp. (“AUO”) and E Ink, the AUO/E Ink Lawsuit (as defined below). In June of 2013, CTI and AUO agreed to arbitrate CTI’s charges in the AUO/E Ink Lawsuit.  The Court also ordered E Ink to participate in the arbitration, for purposes of discovery. Because issues in the AUO/E Ink arbitration need to be resolved before the patent infringement case can proceed against E Ink, the Court dismissed the patent infringement case, without prejudice, meaning that CTI can re-file the patent infringement lawsuit, if necessary, following the arbitration.

 On May 1, 2013, CTI’s wholly owned subsidiary, Secure Web Conference Corporation, initiated a patent infringement lawsuit in the United States District Court for the Eastern District of New York against Microsoft Corporation, with respect to U.S. Patent Nos. 6,856,686 and 6,856,687, covering CTI’s Key Based Web Conferencing Encryption technology, allegedly utilized by Microsoft’s SKYPE and Lync video conferencing services, which patents expire in 2020 and 2021, respectively.  On July 8, 2013, Secure Web Conference Corporation initiated similar lawsuits in the United States District Court for the Eastern District of New York against Citrix Systems and Logitech International.

 On August 7, 2013, CTI’s wholly owned subsidiary, J-Channel Industries Corporation, filed 8 separate patent infringement lawsuits in the United States District Court for the Eastern District of Tennessee, against Lowe’s Companies, Clayton Homes, Pella Corporation, Jeld-Wen, Atrium Windows and Doors, Ply Gem Industries, RGF Industries, Tafco Corporation, Kinro Manufacturing, and Elixir Industries, all in connection with U.S. Reissue Patent No. 40,041, covering CTI’s J-Channel Window Frame Construction technology, which patent expired in 2012. The lawsuits cover infringements for periods prior to the expiration of the patents.

 On August 20, 2013, CTI’s wholly owned subsidiary, Loyalty Conversion System Corporation, filed 10 separate patent infringement lawsuits in the United States District Court for the Eastern District of Texas, against Alaska Airlines, American Airlines, Delta Airlines, Frontier Airlines, Hawaiian Airlines, JetBlue Airways, Southwest Airlines, Spirit Airlines, United Airlines, and U.S. Airways, all in connection with U.S. Patent Nos. 8,313,023 and 8,511,550, covering CTI’s Loyalty Conversion Systems technology, which patents expire in 2026.

 On October 9, 2013, CTI’s wholly owned subsidiary, J-Channel Industries Corporation, filed 19 patent infringement lawsuits in the Federal District Court for the Eastern District of Tennessee, in connection U.S. Reissue Patent No. 40,041, covering CTI’s J-Channel Window Frame Construction technology, which patent expired in 2012. The lawsuits cover infringements for periods prior to the expiration of the patents. Defendants in the lawsuits consist of retailers and window manufacturers, including: Home Depot U.S.A., Inc.; Anderson Corporation; American Builders & Contractors Supply Co., Inc. (ABC Supply); Comfort View Products, LLC; Croft, LLC; Moss Supply Company; Wincore Window Company LLC; Vinylmax, LLC; Simonton Building Products, Inc.; HWD Acquisition, Inc. (Hurd Windows); Magnolia Windows and Doors, LLC; MGM Industries, Inc., MI Windows and Doors LLC; PGT Industries, Inc.; Quaker Window Products Co.; Sun Windows, Inc.; Weather Shield Manufacturing, Inc.; West Window Corporation; Woodgrain Millwork, Inc.; and YKK-AP American Inc.

 The Company has engaged in and will continue to engage in patent infringement lawsuits in the ordinary course of its business operations.  All litigation involves a significant degree of uncertainty, and we give no assurances as to the outcome or duration of any lawsuit.”

 Risk Factors, page 7

 9.

 Please include a prominently-positioned risk factor that discusses your past revenue concentrations and highlight that a small number of customers have typically accounted for a large portion of your revenues each period.  We note that one licensee accounted for 90% of revenue during fiscal year 2013 and one licensee accounted for 100% of revenue during fiscal year 2012.  Tell us what consideration you have given to identifying these significant customers.  Lastly, please provide your analysis of whether any of these agreements should be filed as an exhibit under Item 601 of Regulation S-K.

 We respectfully advise the Staff that our business model in fiscal year 2012 was completely different from our business model in fiscal year 2013.  Because our business model is new, our revenue results for the fiscal year ended October 31, 2013 were derived from only four licensees.  Although we expect that the number of licensees from which we will derive revenue in any reporting period will likely increase as our business continues to grow, our revenue for any given reporting period may continue be derived from a relatively small number of licensees, which we will note in the risk factor below.

 Additionally, we respectfully advise the Staff that we have identified each of our four licensee customers in our Form 10-K (“Item 1. Business”, subsection “Licensing Activity”) and will continue to identify new licensee customers in the future. We believe that, as a small reporting company, it is not necessary to identify any customer as “significant”, because our licenses resulted in one-time, lump sum payments, with no ongoing royalty obligations. Furthermore, we do not believe that we are required to file our license agreements under Item 601 of Regulation S-K. Item 601(b)(10)(ii) provides that if “a contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed.” There are certain exceptions to this rule delineated in Item 601(b)(10)(ii)(A)-(D), however none of these exceptions are applicable to our license agreements. As described in more detail on our Registration Statement, our principal operations include the development, acquisition, licensing, and enforcement of patented technologies that are either owned or controlled by the Company or one of our wholly-owned subsidiaries.

March 6, 2014

Via E -mail
Robert A. Berman
President and Chief Executive Officer
CopyTele, Inc.
900 Walt Whitman Road
Melville, NY 11747

Re: CopyTele, Inc.
Registration Statement on Form S-3
Filed  February 11, 2014
  File No.  333-193869

Dear Mr. Berman:

We have limited our review of your registration statement s, and the documents
incorporated by reference therein,  to those issues we have addressed in our comments.  In  some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your registration statement s and providing t he
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment s to your registration statement s and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please be advised that the comments in our letter dated March 6, 2014 relating to the
registration statement on Form S -3 (File No. 333 -193826) and Form  10-K for the fiscal
year ended October 31, 2013 are applicable to this filing and should be addressed in your
response letter.

2. Please provide a detailed legal analysis of your eligibility to register this primary offering
on Form S -3.  It appears that t he aggregate market value of your voting and non -voting
common equity held by non -affiliates is less than $75 million.  See General Instruction
I.B.1 of Form S -3.  Alternatively, file an amended registration statement on Form S -1.

Robert A. Berman
CopyTele, Inc.
March 6, 2014
Page 2

 Description of Securities We May Offer

General, page 9

3. Debt securities, preferred stock , and warrants  that are convertible into or exchangeable
for “other securities”  that have not been registered under this registration statement may
not be issued unless these convert ible or exchangeable securities are not legally
exercisable  within  one year of the date of sale of the convertible or exchangeable
security.  All of the underlying classes of securities to which these convertible  or
exchangeable  securities relate must be s pecifically identified in the registration statement.
Please revise your filing accordingly.

Item 16.  Exhibits , page II -2

4. Please be advised  that Exhibit s 1.1, 4.1–4.6, and 4.8 –4.9 must be filed before the
effectiveness of this registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement s please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commiss ion from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement s.  Please allow

Robert A. Berman
CopyTele, Inc.
March 6, 2014
Page 3

 adequate time  for us to rev iew any amendment s prior to the requested effective date of the
registration statement s.

Please contact Mitchell Austin, Attorney -Adviser,  at (202) 551 -3574  or me at (202) 551 -
3453 with any  questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Attorney -Adviser

cc: Via E -mail
 Sarah E. Williams, Esq.
Ellenoff Grossman & Schole LLP

CORRESP
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Sec Comment letter    CopyTele, Inc.
900 Walt Whitman Road
Melville NY  11747

  June 14, 2013

Via EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Mark P. Shuman, Branch Chief

 Re:      CopyTele, Inc.
Registration Statement on Form S-1
Filed on April 24, 2013
File No. 333-188096

 Dear Mr. Shuman:

             On behalf of CopyTele, Inc., a Delaware corporation (“we” or the “Company”) and in response to telephone conversations with the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), the Company is filing with the Commission Amendment No. 1  (“Amendment No. 1”) to the Company’s Registration Statement on Form S-1 initially filed with the Commission on April 24, 2013, File No. 333-188096 (the “Registration Statement”).  As discussed with the Staff,  Amendment No. 1 consists only of the information required by Part II of the Registration Statement on Form S-1.

 On behalf of the Company, we hereby respectfully request that the Commission take appropriate action to make the Registration Statement effective on June 14, 2013 at 3:00 pm. (Eastern time) or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the Commission. In connection with the above-captioned Registration Statement, the Company acknowledges that:

     ·

   should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ·

   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ·

   the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

 Mark P. Shuman

 Securities and Exchange Commission

 June 12, 2013
Page 2

 Please direct any questions that you have with respect to the foregoing to Robert A. Berman of CopyTele, Inc. at (631) -549-5900 or Michael D, Schwamm of Duane Morris LLP at (212) 692-1054.

                                                     Sincerely,
                                                                     /s/ Robert A. Berman
                                                                 Robert A.  Berman

 cc:        Matthew Crispino (Securities and Exchange Commission)

 Barbara C. Jacobs (Securities and Exchange Commission)

 Henry P. Herms (CopyTele, Inc.)

 Steven G. Martin (Aspire Capital Fund)

 Martin P. Dunn (O'Melveny & Myers LLP)
Rebekah Toton (O'Melveny & Myers LLP)

 Michael D. Schwamm (Duane Morris LLP)

June 11 , 2013

Via E -Mail
Robert A. Berman, CEO
CopyTele, Inc.
900 Walt Whitman Road
Melville, NY  11747

Re: CopyTele, Inc.
  Registration Statement on Form S-1
Filed  April 24, 2013
  File No.  333-188096

Dear Mr. Berman :

We have reviewed your response letter dated May 28, 2013 and have the following
comment.  References to prior comments are to those in our letter dated May 21, 2013.

General

1. We note your response to prior comment four.  In view of CopyTele’s ability to
determine a new minimum price each time it issues a VWAP Purchase Notice , the
pricing terms of the equity line are subject to future negotiations between the parties and,
therefore,  the agreement  between CopyTele  and Aspire  Capital Fund (“Aspire”) is not  a
permissi ble equity line financing st ructure.  Accordingly, we believe you should
withdraw the registration statement .  In any re -negotiated equity line agreement , ensure
that neither the co mpany nor Aspire is able to influence the floor price that will apply to
any put, or to amend or waive such provisions.

 If you have any qu estions regarding this comment , please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or, in his absenc e, me at (202) 551 -3462.  Should you require
further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via Email
 Michael D. Schwamm , Esq.
 Duane Morris LLP

CORRESP
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filename1.htm

_

 CopyTele, Inc.
900 Walt Whitman Road
Melville NY  11747

 May 28, 2013

 Via EDGAR & Federal Express

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Mark P. Shuman, Branch Chief

 Re:

 CopyTele, Inc.
Registration Statement on Form S-1
Filed on April 24, 2013
File No. 333-188096

 Dear Mr. Shuman:

 Set forth below are the responses of CopyTele, Inc., a Delaware corporation (“we” or the “Company”), to comments received (each a “Comment” and together the “Comments”) from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated May 21, 2013 with respect to the Company’s Registration Statement on Form S-1 initially filed with the Commission on April 24, 2013, File No. 333-188096 (the “Registration Statement”).   Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms in the Common Stock Purchase Agreement (“Purchase Agreement”) dated April 23, 2013, between  the Company and Aspire Capital Fund (“Aspire”).

 As the responses set forth below do not necessitate any changes to the Registration Statement, we are not filing an amendment to the Registration Statement at this time. For your convenience, we have also forwarding a copy of this letter via email.

 Each response is prefaced by the exact text of the Staff’s corresponding Comment in bold text.

 General

 1.

 In connection with the Form D filed on May 2, 2013 relating to a private offering of up to $10,000,000 of your securities, please provide us with a detailed analysis regarding why this concurrent private offering should not be integrated into your public offering. Specifically address whether your registration statement constituted a general solicitation for purposes of these offerings. Refer to Securities Act Release No. 8828 (Aug. 10, 2007) and Questions 139.25 and 139.27 of our Securities Act Sections Compliance and Disclosure Interpretations.

  Mark P. Shuman

 Securities and Exchange Commission

 May 28, 2013
Page 2

 Response:  The Form D filed on May 2, 2013 (the “Form D”),  relates to the offering of common stock to Aspire pursuant to the Purchase Agreement.  Consistent with Securities Act Rule 503(a), the Form D was filed “no later than 15 calendar days after the first sale of securities in the offering.”  The Form D relates only to the private offering completed with the signing of the Purchase Agreement; it does not relate to any other private offering; and the Company has not engaged in any private offering of securities since the date of the transaction with Aspire.

 The shares sold to Aspire in the private offering of securities described in the Form D are the shares registered for resale in the subject Registration Statement.  As Aspire was irrevocably bound to purchase the shares in the private offering prior to the filing of the subject Registration Statement -- the Purchase Agreement is dated April 23, 2013 and the Registration Statement was filed April 24, 2013 -- we respectfully submit that the private transaction was completed prior to the filing of the Registration Statement and the two transactions should not be integrated.  In this regard, we note Securities Act Rule 152, which specifies that “[t]he phrase ‘transactions by an issuer not involving any public offering’ in Section 4[(a)](2) shall be deemed to apply to transactions not involving any public offering at the time of said transaction although subsequently thereto the issuer decides to make a public offering and/or files a registration statement.”  Further, with regard to the application of Rule 152 to the subsequently filed registration statements, the Commission noted the following in Securities Act Release 33-8828, August 3, 2007 (footnotes omitted):

 Consistent with Securities Act Rule 152, the staff of the Division of Corporation Finance, in its review of Securities Act registration statements, will not take the view that a completed private placement that was exempt from registration under Securities Act Section 4[(a)](2) should be integrated with a public offering of securities that is registered on a subsequently filed registration statement. Consistent with the staff’s approach to this issue, we are of the view that, pursuant to Securities Act Rule 152, a company’s contemplation of filing a Securities Act registration statement for a public offering at the same time that it is conducting a Section 4[(a)](2)-exempt private placement would not cause the Section 4[(a)](2) exemption to be unavailable for that private placement.

 Based on the foregoing, the Company respectfully submits that the private offering disclosed on the Form D was completed prior to the filing of the resale Registration Statement and, as such, the private offering described in the Form D and the resale transaction registered on the subject Registration Statement are separate transactions that should not be integrated.

 2.

 We note that the VWAP Purchase Price, as defined in Section 10(w) of the Common Stock Purchase Agreement (the “Purchase Agreement”), is based on the price of CopyTele’s common stock on the VWAP Purchase Date, which is defined in Section 10(t) as the business day following receipt by Aspire Capital Fund of a valid VWAP Purchase Notice. This provision seemingly enables Aspire Capital Fund to influence the price at which to purchase the securities underlying the put subsequent to the date of the filing and effectiveness of the registration statement. Equity line arrangements must impose a purchase commitment to purchase shares at a price that cannot be influenced by the investor. Please advise as to why you believe that the pricing provisions of the agreement are consistent with the requirements for an equity line financing. Refer to Securities Act Sections Compliance and Disclosure Interpretations Question 139.17 available at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm.

  Mark P. Shuman

 Securities and Exchange Commission

 May 28, 2013
Page 3

 Response:  C&DI Question 139.17 emphasizes that an investor must have no ability to make an investment decision under an equity line agreement subsequent to the filing of the “resale” registration statement -- noting that agreements that permit the investor to decide when or at what price to purchase securities as an example of a condition that is viewed as continuing to provide an investor with investment discretion.  The Company respectfully submits that Aspire’s sole investment decision was made at the time it entered into the Purchase Agreement with the Company and there are no additional investment decisions to be made by Aspire under the terms of the Purchase Agreement.  Specifically, Section 1(c) of the Purchase Agreement sets forth the terms and conditions regarding when Aspire is required to purchase securities upon receipt of a VWAP Purchase Notice from the Company -- i.e., that, on the date the VWAP Notice is delivered, (a) the Closing Sale Price must exceed $0.50 per share and (b) the Company must have delivered a Purchase Notice to Aspire for a Regular Purchase of 200,000 Purchase Shares.  The VWAP Purchase Price is then determined based on a formula tied to the market price -- meaning that Aspire must pay the purchase price determined by such formula.  Aspire has no option to decide when or “at what price” to purchase the securities.

 Although permitted under the Staff’s guidance on equity lines, the Purchase Agreement (under Section 2(j) and Section 4(d)) prohibits Aspire from engaging in any short selling or hedging transactions that would establish a net short position with respect to the Company’s common stock.  In addition, the VWAP Purchase Price is subject to the VWAP Minimum Price Threshold, which is equal to (a) 90% of the Closing Sale Price on the date that the Company submits a VWAP Purchase Notice to Aspire, or (b) such higher price as determined by the Company, in its sole discretion, and set forth in the VWAP Purchase Notice.  Therefore, the Purchase Agreement, by its terms, operates to minimize the impact of decreases in the trading price of the Company’s common stock on the purchase price of shares put to Aspire under the Purchase Agreement.

 The Company is not aware of the Staff having previously taken a position that short selling or the ability to influence the trading price of a stock through market transactions is impermissible under the accommodations for companies seeking to register shares underlying an equity line agreement as an “indirect primary” offering.  In this regard, the Company notes that C&DI 139.13, as revised by the Staff on May 16, 2013, clarifies that the Staff “will not object that a private placement is not ‘completed’ based on the lack of a fixed price if the agreement provides for the pricing based on a formula tied to the market price and there is an existing market for the securities as evidenced by trading on a national securities exchange or through the facilities of the OTC Bulletin Board.”  In this regard, as noted above, the VWAP Purchase Price is based on a formula tied to the market price of the Company’s common stock, which trades on the OTC Bulletin Board. Aspire is irrevocably bound to purchase all shares put to it under a VWAP Purchase Notice at the VWAP Purchase Price and has no ability to decide when or at what price to purchase such shares. As such, the Company believes that the pricing provisions relating to VWAP Purchases are consistent with the requirements for an equity line financing.

  Mark P. Shuman

 Securities and Exchange Commission

 May 28, 2013
Page 4

 3.

 We note further that under Section 1(c) of the Purchase Agreement, the number of shares Aspire Capital Fund may be required to purchase in connection with a VWAP Purchase Notice is a specified percentage (up to the VWAP Purchase Share Volume Maximum) of your aggregate shares traded on your principal market during normal trading hours on the VWAP Purchase Date. This provision appears to enable Aspire Capital Fund to influence the number of shares it is required to purchase in connection with a put subsequent to the date of the filing and effectiveness of the registration statement. If the investor has the ability to impact the size of its investment under the equity line agreement after the filing of the registration statement, the investor is not considered to be irrevocably bound and the equity line agreement would not conform to equity line accommodation principles. Refer to Securities Act Sections Compliance and Disclosure Interpretations Questions 139.13, 139.15 and 139.17. Please advise as to why you believe that the VWAP purchase provisions of the agreement are consistent with the requirements for an equity line financing.

 Response:  The Company respectfully submits that the Staff permits the registration of an equity line transaction as an “indirect primary” offering so long as the investor is irrevocably bound to purchase the shares of common stock underlying the agreement.  In C&DI 139.15, the Staff notes that “only the company can have the right to exercise the put and, except for conditions outside the investor’s control, the investor must be irrevocably bound to purchase the securities once the company exercises the put.”  Pursuant to Section 1(c) of the Purchase Agreement, the Company has the sole discretion to deliver a VWAP Purchase Notice to Aspire.  As noted in the response above to Comment #2, there are only two conditions Aspire’s obligation to purchase shares under a VWAP Purchase Notice -- i.e., that, on the date the VWAP Notice is delivered, (a) the Closing Sale Price must exceed $0.50 per share and (b) the Company must have delivered a Purchase Notice to Aspire for a Regular Purchase of 200,000 Purchase Shares.  Once these conditions are met, receipt of a VWAP Purchase Notice irrevocably binds Aspire to purchase a number of shares equal to the VWAP Purchase Share Percentage (such percentage is set by the Company in the VWAP Purchase Notice, but may not exceed 30%) of the aggregate shares traded on the OTC Bulletin Board on the VWAP Purchase Date.  For each VWAP Purchase Notice, the Company uses its sole discretion to set the VWAP Purchase Share Estimate, which sets the maximum number of shares that Aspire may be required to purchase under each VWAP Purchase.  As such, the VWAP Purchase Share Volume Maximum is determined by the Company in its sole discretion (since the Company sets both the VWAP Purchase Share Percentage and the VWAP Purchase Share Estimate in each VWAP Purchase Notice), and Aspire has no ability to influence the number of shares it is required to purchase under each VWAP Purchase.

  Mark P. Shuman

 Securities and Exchange Commission

 May 28, 2013
Page 5

 Similar to the views expressed above in response to Comment #2, the Company is not aware of the Staff having previously expressed the view that an ability to, indirectly through market transactions, influence the number of shares purchased under each put, even if through means arguably within the investor’s control, is a factor viewed as continuing to provide an investor with investment discretion.  Equity lines generally use a market-price formula to determine the purchase price and number of shares subject to each put.  As such, by the nature of the transaction, virtually every investor in an equity line transaction would theoretically have the ability to “influence” the market price, and, thereby, influence the purchase price or number of shares sold under a put, simply by selling shares previously purchased into the market (pursuant to the registration statement registering the “resales” of those securities).  As noted above, under the Purchase Agreement, the maximum number of shares to be purchased in each VWAP Purchase is determined by the Company in its sole discretion and the VWAP Purchase Price is based on a formula tied to the market price of the Company’s common stock, which trades on the OTC Bulletin Board.  Only the Company has the right to exercise a put and, except for conditions outside Aspire’s control, Aspire is irrevocably bound to purchase shares of the Company’s common stock once it receives a Purchase Notice or VWAP Purchase Notice under the Purchase Agreement.

 4.

 We refer to the definition of VWAP Minimum Price Threshold in Section 10(r) of the Common Stock Purchase Agreement. In view of CopyTele’s ability to set a minimum price each time it issues a VWAP Purchase Notice, it appears that the price term for puts under the equity line remains subject to future negotiation and that is not consistent with the Staff’s equity line accommodations. It appears that you should withdraw the registration statement and ensure, in any re-negotiated equity line agreement, that neither the company nor the equity line investor is able to influence the floor price that will apply to any put, or to amend or waive such provisions.

 Response:  Equity line agreements are purchase contracts between a company and an investor that are designed to permit the company to put securities to the investor over the course of the contract.  The discretion provided to companies under these contracts is their most attractive feature -- specifically, discretion regarding:  (a) whether to put shares to the investor, if at all; (b) when to put shares to the investor, taking into consideration the prevailing stock price and other conditions that impact the price at which such shares would be sold; and (c) the number of shares to sell to the investor, based upon the capital needs of the company.  The Company respectfully submits that the transaction satisfies the fundamental element of the Staff’s equity line accommodation, as “the investor is irrevocably bound to purchase the shares of common stock underlying the agreement.”  See C&DI 139.15.

  Mark

May 21, 2013

Via E -Mail
Robert A. Berman, CEO
CopyTele, Inc.
900 Walt Whitman Road
Melville, NY  11747

Re: CopyTele, Inc.
  Registration Statement on Form S-1
Filed  April 24, 2013
  File No.  333-188096

Dear Mr. Berman :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better u nderstand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. In connection with the Form D filed on May 2, 2013 relating to a private offering of up to
$10,000,000 of your securities, p lease provide us with a detailed analysis regarding why
this concurrent private offering  should not be integrated into your public offering.
Specifically address whether your registration statement constituted a general solicitation
for purposes of these offerings.  Refer to Securities Act Release No. 8828 (Au g. 10,
2007) and Questions  139.25 and 139.27 of our Securities Act Sections Compliance and
Disclosure Interpretations.

2. We note that the VWAP Purchase Price, as defined in Section 10(w) of the Common
Stock Purchase Agreement  (the “Purchase Agreement”) , is based on the price of
CopyTele’s common stock on the VWAP Purchase Date, which is defined in Section
10(t) as the business day following receipt by Aspire Capital Fund of a valid VWAP
Purchase Notice.  This provision seemingly enables Aspire Capital Fund t o influence the
price at which to purchase the securities underlying the put subsequent to the date of the

Robert A. Berman
CopyTele, Inc.
May 21, 2013
Page 2

 filing and effectiveness of the registration statement.  Equity line arrangements must
impose a purchase commitment to purchase shares at a price tha t cannot be influenced by
the investor.  Please advise  as to why you believe that the pricing provision s of the
agreement are consistent with the requirements for an equity line financing.  Refer to
Securities Act Sections Compliance and Disclosure Interpr etations Question 139.17
available at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm .

3. We note further that under Section 1(c) of the Purchase Agreement, the number o f shares
Aspire Capital Fund may be required to purchase in connection with a VWAP Purchase
Notice is a specified percentage (up to the VWAP Purchase Share Volume Maximum) of
your aggregate shares traded on your principal market during normal trading hours on the
VWAP Purchase Date .  This provision appears to enable Aspire Capital Fund to
influence the number of shares it is required to purchase in connection with a put
subsequent to the date of the filing and effectiveness of the registration statement .  If the
investor has the ability to impact the size of its investment under the equity line
agreement after the filing of the registration statement, the investor is not cons idered to
be irrevocably bound and the equity line agreement would not conform to equity line
accommodation principles.  Refer to Securities Act Sections Compliance and Disclosure
Interpretations Question s 139.13, 139.15 and 139.17.  Please advise  as to wh y you
believe that the VWAP purchase provision s of the agreement are consistent with the
requirements for an equity line financing.

4. We refer to the definition of VWAP Minimum Price Threshold in Section 10(r) of the
Common Stock Purchase Agreement.  In view of CopyTele’s ability to set a minimum
price each time it issues a VWAP Purchase Notice, it appears that the price term for puts
under the equity line remains subject to future negotiation and that is not consistent with
the Staff’s equity line accommo dations.   It appears that you should withdraw the
registration statement and ensure, in any re -negotiated equity line agreement, that neither
the company nor the equity line investor is able to influence the floor price that will apply
to any put, or to a mend or waive such provisions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you reques t acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it  does not foreclose the Commission from taking any action with respect
to the filing;

Robert A. Berman
CopyTele, Inc.
May 21, 2013
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

 If you have any questions regarding these comments, please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or, in his absence, me at (202) 551 -3462.  Should you require
further assistance, you may contact Barb ara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via Email
 Michael D. Schwamm , Esq.
 Duane Morris LLP

CORRESP
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    a6448348.htm

CopyTele, Inc.

900 Walt Whitman Road

Melville, NY 11747

September 29, 2010

Via EDGAR & Facsimile

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Peggy Kim

Special Counsel – Office of Merges & Acquisitions

Re:

CopyTele, Inc.

Definitive Proxy Statement on Schedule 14A

Filed September 27, 2010

Dear Ms. Kim:

This letter sets forth the responses of CopyTele, Inc. (“CopyTele” or the "Company") to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in its comment letter dated September 28, 2010 (the "Comment Letter") with respect to the Company’s 2009 Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”).

We have reproduced below in italics the Staff's comments set forth in the Comment Letter.  Immediately following the comment is the Company's response in regular font.  The Company's responses in this letter correspond to the numbers in the Staff's comments in the Comment Letter.

1.           Comment:   We note the Committee to Enhance Copytele filed a preliminary proxy statement on May 28, 2010, so it appears that Copytele was aware of the Committee to Enhance Copytele’s intent to nominate directors.  It appears that Copytele should have filed its proxy statement in preliminary form.  See Rule 14a-6(a) and Telephone Interpretation G.2. in the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations.  Please explain supplementally why you believe the company was eligible to file its proxy statement in definitive form under Rule 14a-6(a)(1) when the staff has stated publicly that it is inconsistent with Rule 14a-9 when the initial definitive proxy statement does not disclose the existence of a solicitation in opposition when the registrant knows, or reasonably should know, of a solicitation in opposition.

Securities and Exchange Commission

September 29, 2010

Page 2

Response:  As discussed with the Staff, the Company does not believe that it is necessary to include in its proxy materials a reference to the solicitation in opposition by the Committee to Enhance CopyTele (the “Committee”) for several reasons.

First, while the Committee did file preliminary soliciting materials on May 28, 2010 and related materials on May 28, 2010 (Schedule 13D) and June 1, 2010 (additional soliciting materials), and did make certain demands to inspect the Company’s books and records at or about the same time, to the best knowledge on the Company, the Committee has not taken any action to pursue such solicitation.   In addition, the last written communications with the Committee were on or about June 16, 2010 and July 8, 2010 when the Committee proposed settlements, which in each case were rejected by the Company.  Given that almost four months have elapsed since the last public filings by the Committee and almost three months since any communications with the Committee, the Company believes that it would be inaccurate to state that there was in fact on ongoing solicitation in opposition.

Second, as the Staff is aware, on July 21, 2010, the Committee filed an amendment to its Schedule 13D announcing that Mr. Titterton had resigned from the Committee and withdrawing from a nominee in any consent or proxy statement filed by the Committee and on August 20, 2010, the Company filed a Form 8-K announcing that effective August 16, 2010, the Board of Directors of the Company) appointed Mr. Lewis Titterton to serve on the Company’s Board of Directors.   The decision to re-appointment Mr. Titterton (who had served on the Board from July 1999 to January 2003) to the Board was made after several meetings between Messrs. Titterton and Krusos and was not in settlement of the Committee’s consent solicitation.  We note that while the Committee had ample opportunity in the Schedule 13D and thereafter to reiterate its continued solicitation in opposition it chose to remain silent, which the Company reasonably believed was a clear indication that it had chosen to abandon its solicitation.

Lastly, the preliminary materials filed by the Committee in May 2010 were in the form of a consent solicitation and did not relate to a solicitation of proxies for the Company’s annual meeting.  While the Committee had ample opportunity to propose candidates to the Board to be included in the Company’s consideration of nominees or to otherwise provide notice to the Company that it intended to conduct a proxy solicitation in opposition at the upcoming Annual Meeting it has not done so and instead remained completely silent, which the Company believes further reinforces the evidence that the Committee has no current intention to pursue  any solicitation in opposition and for the Company to disclose otherwise would be misleading.

As the Company has scheduled its Annual Meeting for October 26, 2010 and would like to mail its materials at the earliest possible date so as to give stockholders as much advanced notice prior to the date of the meeting, we would greatly appreciate a response at your earliest convenience.

2

Securities and Exchange Commission

September 29, 2010

Page 3

Please call me at (631) 549-5900 or Michael Schwamm of Duane Morris LLP, counsel to the Company, at (212) 692-1054 if you have any comments or questions, or if we can be of any assistance.

Sincerely,

/s/ Denis A. Krusos

Denis A. Krusos

Chairman of the Board and

Chief Executive Officer

cc:           Michael D. Schwamm, Esq./Duane Morris, LLP

3

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628

September 28, 2010

By Facsimile and U.S. Mail

Michael Schwamm, Esq. Duane Morris LLP 1540 Broadway New York, NY 10036-4086
Re:   Copytele, Inc.   Definitive Proxy Statement on Schedule 14A
Filed September 27, 2010 File No. 0-11254

Dear Mr. Schwamm:

We have the following comment on the above referenced filing:

1. We note the Committee to Enhance Copytele filed a preliminary proxy statement on May
28, 2010, so it appears that Copytele was awar e of the Committee to Enhance Copytele’s
intent to nominate directors.  It appears th at Copytele should have filed its proxy statement
in preliminary form.  See Rule 14a-6(a) and Telephone Interpretation G.2. in the July 2001
Supplement to the Division of Corporation Finance’s Manual of Publicly Available
Telephone Interpretations.  Please explain s upplementally why you believe the company
was eligible to file its proxy statement in definitive form under Rule 14a-6(a)(1) when the
staff has stated publicly that it is inconsistent  with Rule 14a-9 when the initial definitive
proxy statement does not disclose the existenc e of a solicitation in opposition when the
registrant knows, or reasonably shou ld know, of a solici tation in opposition.

Please respond to our comment promptly.  You should furnish a response letter and you
should transmit the letter via EDGAR under th e label “CORRESP.”  In the event that you
believe that compliance with any of the above comments is inappropriate , provide a basis for
such belief to the staff in the response letter.

Michael Schwamm, Esq.
Duane Morris LLP September 28, 2010 Page 2
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

July 27, 2010

Denis A. Krusos Chief Executive Officer CopyTele, Inc. 900 Walt Whitman Road Melville, New York 11747
Re: CopyTele, Inc.
Form 10-K/A for Fiscal Year Ended October 31, 2009 Filed June 29, 2010 File No. 000-11254
 Dear Mr. Krusos:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,

Mark P. Shuman Branch Chief – Legal

cc:   Via facsimile to: (212) 208-4451

 Michael D. Schwamm
 Duane Morris LLP

CORRESP
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    a6344446.htm

CopyTele, Inc.

900 Walt Whitman Road

Melville, NY 11747

June 29, 2010

Via EDGAR & Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mark P. Shuman Branch Chief

          Mail Stop 4561

Re:

CopyTele, Inc.

Form 10-K/A for Fiscal Year Ended October 31, 2009

Filed March 10, 2010

File No. 000-11254

Dear Mr. Shuman:

This letter sets forth the responses of CopyTele, Inc. (“CopyTele” or the "Company") to the additional comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in its comment letter dated April 27, 2010 (the "Comment Letter") with respect to the Company’s Annual Report on Form 10-K/A for the fiscal year ended October 31, 2009 (the “Form 10-K/A”).  In addition, the Company has filed through EDGAR Amendment No. 2 ("Amendment No. 2") to the Form 10-K which incorporates the Company's responses to the Staff's comments to the Form 10-K.  For the convenience of the Staff, hard copies of Amendment No. 2 marked to show changes from the applicable sections of Amendment No. 1 to the Form 10-K are being provided under separate cover.  As the Staff is aware, all of the changes discussed below other than those relating to the disclosure of the economic terms of the license agreement with Videocon were previously submitted in letter form to the Staff.

We have reproduced below in italics each of the Staff's comments set forth in the Comment Letter.  Immediately following each such comment is the Company's response in regular font.  The Company's responses in this letter correspond to the numbers in the Staff's comments in the Comment Letter.

General

1.

Comment: We note your response to our prior comment 1. Please delete North Korea from the proposed disclosure to describe the U.S. economic sanctions and export control regulations that affect your business. Currently, the four countries designated by the State Department as state sponsors of terrorism are Cuba, Iran, Sudan, and Syria.

Response:   The disclosure has been revised to delete North Korea from the list of countries designated by the U.S. as state sponsors or terrorism.

Securities and Exchange Commission

June 29, 2010

Page 2

Form 10-K for the Fiscal Year Ended October 31, 2009

Part I

Item 1. Business, page 4

2.

Comment: Your proposed disclosure in response to prior comment 2 continues to refer to modified payments to your agreement with Video con, without clarifying why or how those modifications occurred. Please expand your disclosure to discuss how and why these payments were modified to be "more closely aligned with progress being made." Clarify Copytele's limited performance requirements under the agreement and explain in greater detail the technical support that has and will be provided to Videocon's technical team. Given that the license fees account for a significant portion of your revenues and that future modifications of the timing of the payments and delays in the payments beyond the 27 month period could materially impact your results of operations, please ensure that you describe the provisions of the license agreement that allow 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 transaction 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 participant and the amount involved exceeds $120,000, irrespective of when the contract was originally formed.

Response:  Disclosure has been added to “Item 1. Business” and in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – General” and “ --Liquidity and Capital Resources” to clarify how and why CopyTele agreed to defer the license payments and to explain in greater detail Videocon’s performance requirements under the License Agreement.

Disclosure has been added to “Item 1. Business” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – General” and “ --Liquidity and Capital Resources” to clarify that  the deferrals were not required by the terms of the License Agreement, but rather were jointly agreed to by the parties in light of the additional time and effort required to incorporate improvements into the product.

Disclosure has been added to “Item 13.  Certain Relationships and Related Transactions, and Director Independence” to provide the material economic terms of the license agreement with Videocon and a copy of such license agreement is being refiled with Amendment No. 2 without redacting such material economic terms.

2

Securities and Exchange Commission

June 29, 2010

Page 3

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 28

3.

Comment:  We note that you have received several 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 received 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 the uncertainty of receipt of the future license payments.

Response:  The disclosure in “Item 1. Business” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – General” and “ --Liquidity and Capital Resources”  has been updated as set forth above in the response to Comment No. 2, to more fully describe how and why CopyTele agreed to defer the license payments.  The modification letters were filed as exhibits to the Company’s most recent Form 10-Q.   As set forth above in the response to Comment No, 2, such disclosure also includes information as to the amount of the license fees received to date.  As noted  in the above disclosure, CopyTele is currently unable to estimate when the remaining unpaid portion of the license fees will be paid.  However, CopyTele has not assumed receipt of such proceeds for the purposes of projecting cash flow needs for the 12 months ending January 31, 2011 and the disclosure has been be added to “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations –Liquidity and Capital Resources” to indicate that CopyTele has not identified any uses for such proceeds.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, page 40

4.

Comment: Your response to prior comment 6 indicates that you have relied upon the information provided in Schedule 13G filed by Mars Overseas Limited; however, Instruction C to Schedule 13G requires disclosure pertaining to each executive officer and director of a corporation if a corporation is the reporting entity. There are similar disclosure requirements if the reporting entity is either a general or limited partnership. As such, the Schedule 13G should include the required  disclosure. Accordingly, we do not believe the prior comment has been satisfactorily resolved and we will contact you to discuss this matter further.

Response:  Footnote 3 to the beneficial ownership table has been revised to reflect the identities of the natural persons who control Mars Overseas Limited (“Mars Overseas”) or otherwise have shared or sole voting power over the Company shares held by Mars Overseas Limited as information as provided in Amendment No. 1 to the Schedule 13G which Mars Overseas Limited filed with the Securities and Exchange Commission on May 17, 2010.

3

Securities and Exchange Commission

June 29, 2010

Page 4

The Company acknowledges that:

●

It 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

●

It 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.

Thank you for your assistance in this matter.

Please call me at (631) 549-5900 or Michael Schwamm of Duane Morris LLP, counsel to the Company, at (212) 692-1054 if you have any comments or questions, or if we can be of any assistance.

Sincerely,

/s/ Denis A. Krusos

Denis A. Krusos

Chairman of the Board and

Chief Executive Officer

cc:

Stephani Bouvet / Securities and Exchange Commission

Michael D. Schwamm, Esq./Duane Morris, LLP

4

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

CORRESP
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CopyTele, Inc.

900 Walt Whitman Road

Melville, NY 11747

May 13, 2010

Via EDGAR & Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mark P. Shuman Branch Chief

          Mail Stop 4561

Re:

CopyTele, Inc.

Form 10-K/A for Fiscal Year Ended October 31, 2009

Filed March 10, 2010

File No. 000-11254

Dear Mr. Shuman:

This letter sets forth the responses of CopyTele, Inc. (“CopyTele” or the "Company") to the additional comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in its comment letter dated April 27, 2010 (the "Comment Letter") with respect to the Company’s Annual Report on Form 10-K/A for the fiscal year ended October 31, 2009 (the “Form 10-K/A”).  In addition, this letter also contains the Company’s proposed changes to the Form 10-K/A.  For the convenience of the Staff, we are providing under separate cover a the hard copy of this letter in which the proposed changes to the Form 10-K/A have been marked to show changes from the applicable sections of the current Form 10-K/A.

We have reproduced below in italics each of the Staff's comments set forth in the Comment Letter.  Immediately following each such comment is the Company's response in regular font.  The Company's responses in this letter correspond to the numbers in the Staff's comments in the Comment Letter.

General

1.

Comment: We note your response to our prior comment 1. Please delete North Korea from the proposed disclosure to describe the U.S. economic sanctions and export control regulations that affect your business. Currently, the four countries designated by the State Department as state sponsors of terrorism are Cuba, Iran, Sudan, and Syria.

Response:  The disclosure on page 14 will be revised as follows to delete North Korea from the list of countries designated by the U.S as state sponsors or terrorism.

“Our international sales of our encryption devices, technology and software solutions are subject to U.S. and foreign regulations such as

Securities and Exchange Commission

May 13, 2010

Page 2

the International Traffic in Arms Regulations (“ITAR”) and Export Administration Regulations and may require licenses (including export licenses) from U.S. government agencies or require the payment of certain tariffs.  In addition, in accordance with applicable regulations, we file the requisite semiannually reports on exports of these products with the applicable U.S. government agencies.  Our ability to export in the future is dependent upon our ability to obtain the export authorization from the appropriate U.S. government agency.  In addition, in accordance with Export Administration Regulations, without a valid export license, we are prohibited from exporting these products to any country that the U.S. State Department has identified as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls, which includes Cuba, Iran, North Korea, Sudan and Syria.  However, neither we nor any of our subsidiaries have ever exported, or currently anticipate exporting, any goods or services to any such countries either directly or to our knowledge, indirectly through any distributor or licensee, nor have we ever had, or anticipate in the future having, any direct or indirect arrangements or other contacts with the governments of those countries or entities controlled by those governments. Furthermore, before we make any domestic or international shipments of encryption equipment, software or technology, we confirm that the recipient is not on any denied person or similar list maintained by the U.S. Department of Commerce, Bureau of Industry and Security.”

Form 10-K for the Fiscal Year Ended October 31, 2009

Part I

Item 1. Business, page 4

2.

Comment: Your proposed disclosure in response to prior comment 2 continues to refer to modified payments to your agreement with Video con, without clarifying why or how those modifications occurred. Please expand your disclosure to discuss how and why these payments were modified to be "more closely aligned with progress being made." Clarify Copytele's limited performance requirements under the agreement and explain in greater detail the technical support that has and will be provided to Videocon's technical team. Given that the license fees account for a significant portion of your revenues and that future modifications of the timing of the payments and delays in the payments beyond the 27 month period could materially impact your results of operations, please ensure that you describe the provisions of the license agreement that allow 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 transaction 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 participant and the amount involved exceeds $120,000, irrespective of when the contract was originally formed.

Securities and Exchange Commission

May 13, 2010

Page 3

Response:  The following disclosure will be added to “Item 1. Business” on page  5-6  and in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – General” and “ --Liquidity and Capital Resources” on page 20-22  and 31-32, respectively,  to clarify how and why CopyTele agreed to defer the license payments and to explain in greater detail Videocon’s performance requirements under the License Agreement

“In May 2008, we received the first installment of the license fee of $2,000,000.  During the quarter ended April 30, 2009, we modified the payment terms from Videocon and weIn March 2009, we agreed to defer license fee payments due from Videocon that had been schedule to be paid in the second quarter of fiscal year 2009 and we separately agreed to reimburse Videocon $250,000 for engineering services related to an advanced versionimproved versions of our display technology, which amount was offset against amounts due tofrom Videocon in lieu of a cash payment.  In addition, in June 2009, we received a license fee payment from Videocon of $250,000, which was due during the quarter ended April 30, 2009 pursuant to the modified payment terms.  In August 2009, we received an additional license fee payment from Videocon of $100,000, which was due during the quarter ended July 31, 2009 pursuant to the modified payment terms.  As of October 31, 2009, we have received aggregate license fee payments of $2,600,000.  We further modified the payment termsIn January 2010, we agreed to defer the license fee payments due from Videocon duringthat had been schedule to be paid in the first quarter of fiscal 2010 for amounts that were due during that quarter.  The modifications were agreed to by CopyTeleyear 2010.  In March 2010, we received an additional license fee payment from Videocon of $300,000, which was due during the quarter ended January 31, 2010 pursuant to the modified payment terms.  While not contemplated or required by the terms of the License Agreement, after discussions with Videocon to allow Videocon’s payments to be more closely aligned with the progress being made towards the optimization of the performance of the, we agreed to the payment deferrals in light of our joint decision to jointly develop an advanced versionimproved versions of our display technology, although and the additional time and effort required by Videocon and us to incorporate the developmental improvements related thereto which are aimed at reducing the power consumption, improving the reliability and lowering the fabrication cost.  However, the total amount of the payments did not change and Videocon’s obligation to make such payments iscontinues to be subject only to CopyTele’s limited performance requirements described below and is not dependent on any specific performance standards which must be met by completion or delivery of prototypes of CopyTele’s products in the development stage. FutureVideocon’s obligations with respect to the pre-production phase, and CopyTele’s assistance, under the License Agreement remain unaffected.  As of April 30, 2010, we have received aggregate license fee payments from Videocon of $2.9 million.  We presently anticipate that ongoing improvements to our display technology will likely result in future modifications of the timing of payments from Videocon could occur that mightthat would materially affect in which future periods revenues from Videocon are recognized and which couldwould delay the payment of the license fee beyond the 27 month period.  Videocon’s obligations with respect to the pre-production phase, and CopyTele’s assistance, under the License Agreement remain unaffected.   ending in August 2010.  We cannot presently estimate specific future payments dates for the remaining $8.1 million of license fee payments.

Securities and Exchange Commission

May 13, 2010

Page 4

Videocon is the flagship company of the Videocon Group, one of India’s leading business houses.  Videocon Group is a fully integrated consumer electronics and home appliances enterprise with backward integration in plasma panel, CRT glass, color picture tubes and other key components for the consumer electronics, home appliances and components industries.  Videocon Group also operates in the oil & gas sector. The Videocon Group has sales and service networks throughout India and operates facilities in Europe and elsewhere in the world.

We are working with Videocon to implement our technology into production display modules.  The display modules consist of our low voltage phosphor displays, the attached associated driver circuits, and controller circuits.  Under the License Agreement, Videocon, with our assistance, is to provide the design and process engineering required to produce such display modules and also provide all tooling and fixtures required for the production process.  Videocon has a group of qualified and experienced personnel assigned to this program.  In connection with our performance requirements under the License Agreement, we are providing technical support to Videocon’s technical team as part of our assistance to Videocon to produce such display modules, and are alsoThe display modules consist of our low voltage phosphor displays, the attached associated driver circuits, and controller circuits.  Under the terms of the License Agreement, we are disclosing to Videocon the Licensed Technology, including any improvements, providing documentation and training of Videocon personnel, and cooperating with Videocon to jointly implement our technology prior to production to produce prototypes of such modules.  Videocon is utilizing its display processing technology and facilities to continue to produce various configurations of our display matrix to optimize its performance.  The matrix is the main component of our display, since it.  In connection with our performance requirements under the License Agreement, we are providing technical information to Videocon, so they can understand the design and fabrication processes involved in our display technology.  This includes providing the design and fabrication processes of the display components, such as the matrix which contains the structure to accommodate our electron emission technology and the color phosphors that are used to illuminate our display.  displays.  Other components and fabrication processes include the design details of the electron emission system materials and specifications, the methods, materials and processes required to obtain a vacuum for our display operation and the methods and electronics involved to operate, test, and evaluate the performance of the display.  We and Videocon are improving the design and processes to optimize the displays performance and implement these improvements into display modules.  We are also using the assistance of Volga and the Asian company to implement these improvements.   Improvements to the technology are to be jointly owned by CopyTele and Videocon.”

Securities and Exchange Commission

May 13, 2010

Page 5

The following disclosure will be added to “Item 1. Business” on page  5  and in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – General” and “ --Liquidity and Capital Resources” on page 21 and  32_to clarify that  the deferrals were not required by the terms of the License Agreement, but rather were jointly agreed to by the parties in light of the additional time and effort required to incorporate improvements into the product.

“In January 2010, we agreed to defer the license fee payments due from Videocon duringthat had been schedule to be paid in the first quarter of fiscal 2010 for amounts that were due during that quarter.  The modifications were agreed to by CopyTeleyear 2010.  In March 2010, we received an additional license fee payment from Videocon of $300,000, which was due during the quarter ended January 31, 2010 pursuant to the modified payment terms.  While not contemplated or required by the terms of the License Agreement, after discussions with Videocon to allow Videocon’s payments to be more closely aligned with the progress being made towards the optimization of the performance of the, we agreed to the payment deferrals in light of our joint decision to jointly develop an advanced versionimproved versions of our display technology, although and the additional time and effort required by Videocon and us to incorporate the developmental improvements related thereto which are aimed at reducing the power consumption, improving the reliability and lowering the fabrication cost.  However, the total amount of the payments did not change and Videocon’s obligation to make such payments iscontinues to be subject only to CopyTele’s limited performance requirements described below and is not dependent on any specific performance standards which must be met by completion or delivery of prototypes of CopyTele’s products in the development stage. FutureVideocon’s obligations with respect to the pre-production phase, and CopyTele’s assistance, under the License Agreement remain unaffected.  As of April 30, 2010, we have received aggregate license fee payments from Videocon of $2.9 million.  We presently anticipate that ongoing improvements to our display technology will likely result in future modifications of the timing of payments from Videocon could occur that mightthat would materially affect in which future periods revenues from Videocon are recognized and which couldwould delay the payment of the license fee beyond the 27 month period.  Videocon’s obligations with respect to the pre-production phase, and CopyTele’s assistance, under the License Agreement remain unaffected.   ending in August 2010. We cannot presently estimate specific future payments dates for the remaining $8.1 million of license fee payments. “

Securities and Exchange Commission

May 13, 2010

Page 6

As the Staff is aware, the Company has pending before the Commission a confidential treatment application with the Commission with respect to certain portions of the Company’s license agreement with Videocon.  Accordingly, the Company has not included in “Item 1. Business” or “Item 13.  Certain Relationships and Related Transactions, and Director Independence” certain of the economic terms of the license agreement for which confidential treatment is being sought.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 28

3.

Comment:  We note that you have received several modified payment amounts under the license agreement with Videocon, yet your disclosure does not descri

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

CORRESP
1
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    a6245996.htm

April 12, 2010

Via EDGAR & Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mark P. Shuman Branch Chief

          Mail Stop 4561

Re:

CopyTele, Inc.

Form 10-K/A for Fiscal Year Ended October 31, 2009, filed March 10, 2010

Form 10-Q for Fiscal Quarter Ended January 31, 2010, filed March 17, 2010

File No. 000-11254

Dear Mr. Shuman:

This letter sets forth the responses of CopyTele, Inc. (“CopyTele” or the "Company") to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in its comment letter dated March 31, 2010 (the "Comment Letter") with respect to the Company’s Annual Report on Form 10-K/A for the fiscal year ended October 31, 2009 (the “Form 10-K/A”) and Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2010 (the “Form 10-Q”).  In addition, this letter also contains the Company’s proposed changes to the Form 10-K/A.  For the convenience of the Staff, we are providing under separate cover a hard copy of this letter in which the proposed changes to the Form 10-K/A have been marked to show changes from the applicable sections of the current Form 10-K/A.

We have reproduced below in italics each of the Staff's comments set forth in the Comment Letter.  Immediately following each such comment is the Company's response in regular font.  The Company's responses in this letter correspond to the numbers in the Staff's comments in the Comment Letter.

General

1.

Comment: You state on page 4 that your products are being used by government agencies, military, as well as domestic and international 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 evaluated by a Middle Eastern government. Further, on page 21, you state that you are 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 secure voice and fax communications. 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, intended to build a plant in Iran in 2009.

Securities and Exchange Commission

April 12, 2010

Page 2

The Middle East and Africa include Iran, Syria, and Sudan, countries that are identified by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. We note that your Form 10-K does not include disclosure regarding contacts with Iran, Syria, and Sudan. Please describe to us the nature and extent of your past, current, and anticipated contacts with Iran, Syria, and Sudan, if any, whether through subsidiaries, distributors, licensees, or other direct or indirect arrangements. Your response should describe any products, components, equipment, technology, software, or services that you have provided into Iran, Syria, and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those governments.

Response: In accordance with U.S. Export Administration Regulations CopyTele’s encryption devices, technology and software solutions are prohibited from export to Cuba, Iran, North Korea, Sudan and Syria without a valid Export License.  Neither CopyTele nor any of its subsidiaries have ever exported, or currently anticipates exporting, any goods or services to these countries either directly or to its knowledge, indirectly through any distributor or licensee, nor has it ever had, or anticipate in the future to have, any direct or indirect arrangements or other contacts with the governments of those countries or entities controlled by those governments.

Furthermore, before any domestic or international shipment of encryption equipment, software or technology, CopyTele confirms that the recipient is not on any denied person or similar list maintained by the U.S. Department of Commerce, Bureau of Industry and Security.

In addition, in accordance with Export Administration Regulations EAR §740.17 (5) CopyTele files the requisite semiannually reports on exports of our encryption equipment, software and technology with the applicable U.S. government agencies.

The following disclosure will be added to “Item 1. Business - Regulation” on page 13 to describe the Export Administration Regulations and to state that the Company does not do and does not intend to do business with such countries.

Item 1. Business - Regulation

Our international sales of our encryption devices, technology and software solutions are subject to U.S. and foreign regulations such as the International Traffic in Arms Regulations (“ITAR”) and Export Administration Regulations and may require licenses (including export licenses) from U.S. government agencies or require the payment of certain tariffs.  In addition, in accordance with applicable regulations, we file the requisite semiannually reports on exports of these products with the applicable U.S. government agencies.  Our ability to export in the future is dependent upon our ability to obtain the export authorization from the appropriate U.S. government agency.  In addition, in accordance with Export Administration Regulations, without a valid export license, we are prohibited from exporting these products to any country that the U.S. State Department has identified as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls, which includes Cuba, Iran, North Korea, Sudan and Syria.  However, neither we nor any of our subsidiaries have ever exported, or currently anticipate exporting, any goods or services to any such countries either directly or to our knowledge, indirectly through any distributor or licensee, nor have we ever had, or anticipate in the future having, any direct or indirect arrangements or other contacts with the governments of those countries or entities controlled by those governments. Furthermore, before we make any domestic or international shipments of encryption equipment, software or technology, we confirm that the recipient is not on any denied person or similar list maintained by the U.S. Department of Commerce, Bureau of Industry and Security.

2

Securities and Exchange Commission

April 12, 2010

Page 3

Form 10-K for the Fiscal Year Ended October 31, 2009

Part I

Item 1. Business, page 4

2.

Comment: On page 5 you disclose that the payment terms of the technology license to Videocon were modified to "allow Videocon'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 the development process. Please clarify the disclosure, and ensure that your description of these provisions 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.

Response:  The following clarifying disclosure will be added to “Item 1. Business” on page 5 and in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” on page 25 to clarify that none of the license fee payments are dependent on any specific performance standards which must be met by prototypes of CopyTele’s products in the development stage but rather such  modifications were agreed to by CopyTele after discussions with Videocon to allow Videocon’s payments to be more closely aligned with the progress being made towards the optimization of the performance of the advanced version of CopyTele’s display technology.  Concurrent with this decision, CopyTele agreed to reimburse Videocon $250,000 for engineering services related to the advanced version of our display technology.

3

Securities and Exchange Commission

April 12, 2010

Page 4

To the extent that the information is not subject to a request for confidential treatment, the Company will also expand the description of the material terms of the license agreement in “Item 1. Business on page 5.  However, we wish to point out that at the time that the original license agreement was entered into by the parties on November 2, 2007, Videocon was not a related party and did not become a related party until it completed the purchase of its equity interest in CopyTele on November 6, 2007.  Therefore we do not believe that disclosure is required by Item 13 of Form 10-K and Item 404(a)(6) of Regulation S-K.

Item 1 - Business

In May 2008, we received the first installment of the license fee of $2,000,000.  During the quarter ended April 30, 2009, we modified the payment terms from Videocon and we agreed to reimburse Videocon $250,000 for engineering services related to an advanced version of our display technology, which amount was offset against amounts due to Videocon in lieu of a cash payment.  In addition, in June 2009, we received a license fee payment from Videocon of $250,000, which was due during the quarter ended April 30, 2009 pursuant to the modified payment terms.  In August 2009, we received an additional license fee payment from Videocon of $100,000, which was due during the quarter ended July 31, 2009 pursuant to the modified payment terms.  As of October 31, 2009, we have received aggregate license fee payments of $2,600,000.  TheWe further modified the payment terms from Videocon were modified during the second quarter of fiscal year 2009 and again during the first quarter of fiscal year 2010.2010 for amounts that were due during that quarter.  The modifications were madeagreed to by CopyTele after discussions with Videocon to allow Videocon’s payments to be more closely aligned with the progress being made towards the optimization of the display performance of the advanced version of our display technology, although the total amount of the payments did not change and Videocon’s obligation to make such payments is subject only to CopyTele’s limited performance requirements described below and is not dependent on any specific performance standards which must be met by prototypes of CopyTele’s products in the development stage.  Future modifications of the timing of payments from Videocon could occur that might materially affect in which future periods revenues from Videocon are recognized and which could delay the payment of the license fee beyond the 27 month period.  Videocon’s obligations with respect to the pre-production phase, and CopyTele’s assistance, under the License Agreement remain unaffected.

4

Securities and Exchange Commission

April 12, 2010

Page 5

Videocon is the flagship company of the Videocon Group, one of India’s leading business houses.  Videocon Group is a fully integrated consumer electronics and home appliances enterprise with backward integration in plasma panel, CRT glass, color picture tubes and other key components for the consumer electronics, home appliances and components industries.  Videocon Group also operates in the oil & gas sector. The Videocon Group has sales and service networks throughout India and operates facilities in Europe and elsewhere in the world.

We are working with Videocon to implement our technology into production display modules.  The display modules consist of our low voltage phosphor displays, the attached associated driver circuits, and controller circuits.  Under the License Agreement, Videocon, with our assistance, is to provide the design and process engineering required to produce such display modules and also provide all tooling and fixtures required for the production process.  Videocon has a group of qualified and experienced personnel assigned to this program.  AsIn connection with our performance requirements under the License Agreement, we are providing technical support to Videocon’s technical team as part of our assistance to Videocon to produce such display modules, we are providing technical support to Videocon’s technical team.  Weand are also cooperating with Videocon to jointly implement our technology prior to production to produce prototypes of such modules.  Videocon is utilizing its display processing technology and facilities to continue to produce various configurations of our display matrix to optimize its performance.  The matrix is the main component of our display, since it contains the structure to accommodate our electron emission technology and the color phosphors that are used to illuminate our display.  Improvements to the technology are to be jointly owned by CopyTele and Videocon.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.

During the quarter ended April 30, 2009, we modified the payment terms from Videocon and we agreed to reimburse Videocon $250,000 for engineering services related to anotheran advanced version of our display technology.   The license fee revenue recognized during the three months ended April 30, 2009 of $250,000 represented an offset against amounts due to Videocon for the aforementioned engineering services, in lieu of a cash payment.  In addition, in June 2009, we received a license fee payment from Videocon of $250,000, which was due during the quarter ended April 30, 2009 pursuant to the modified payment terms, which was recognized as license fee revenue during the three months ended July 31, 2009.  In August 2009, we received an additional license fee payment from Videocon of $100,000, which was due during the quarter ended July 31, 2009 pursuant to the modified payment terms, which was recognized as revenue during the three months ended October 31, 2009.  We further modified the payment terms from Videocon during the first quarter of fiscal year 2010 for amounts that were due during that quarter.  The modifications were madeagreed to by CopyTele after discussions with Videocon to allow Videocon’s payments to be more closely aligned with the progress being made towards the optimization of the display performance.  While we have modified the timing of license fee payments to be received from Videocon,performance of the advanced version of our display technology, although the total amount of license fee payments of $11 million remains payable over the 27 month period, which commenced in May 2008.$11 million did not change and Videocon’s obligation to make such payments is subject only to CopyTele’s limited performance requirements described below and is not dependent on any specific performance standards which must be met by prototypes of CopyTele’s products in the development stage.  Future modifications of the timing of payments from Videocon could occur that might materially affect in which future periods revenues from Videocon are recognized and which could delay the payment of the license fee beyond the 27 month period.  Videocon’s obligations with respect to the pre-production phase, and ourCopyTele’s assistance, under the License Agreement remain unaffected.   In connection with our performance requirements under the License Agreement, we are providing technical support to Videocon’s technical team as part of our assistance to Videocon to produce display modules, and are also cooperating with Videocon to jointly implement our technology prior to production to produce prototypes of such modules.

5

Securities and Exchange Commission

April 12, 2010

Page 6

3.

Comment: Ensure that your

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

CORRESP
1
filename1.htm

    a6208366.htm

CopyTele, Inc.

900 Walt Whitman Road

Melville, NY 11747

March 9, 2010

Via EDGAR & Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mark P. Shuman Branch Chief

          Mail Stop 4561

Re:

CopyTele, Inc.

Form 10-K for Fiscal Year Ended October 31, 2009

Filed January 29, 2010

File No. 000-11254

Dear Mr. Shuman:

This letter sets forth the responses of CopyTele, Inc. (the "Company") to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in its comment letter dated February 23, 2010 (the "Comment Letter") with respect to the Company’s Form 10-K for the fiscal year ended October 31, 2009 (the “Form 10-K”).  In addition, the Company has filed through EDGAR Amendment No. 1 ("Amendment No. 1") to the Form 10-K which incorporates the Company's responses to the Staff's comments to the Form 10-K.  For the convenience of the Staff, hard copies of Amendment No. 1 marked to show changes from the applicable sections of the Form 10-K are being provided under separate cover.

We have reproduced below in italics each of the Staff's comments set forth in the Comment Letter.  Immediately following each such comment is the Company's response in regular font.  The Company's responses in this letter correspond to the numbers in the Staff's comments in the Comment Letter and the page number references are to the page numbers in the marked copy of Amendment No. 1.

Part I

Item 1. Business

Overview, page 2

1.

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

Securities and Exchange Commission

March 9, 2010

Page 2

Response: We have updated the disclosure in the Form 10-K to clarify that the modifications to the payment terms of the technology license agreement with Videocon that occurred in the second quarter of 2009 and the first quarter of 2010 were made to more closely align Videocon’s payment with the progress being made towards the optimization of the display performance.    In addition, an additional Risk Factor and disclosure have been added to “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” to indicate that future modifications could occur that might lead to fluctuations in revenue in the future but that the total amount of the payments did not change.  We have also added additional disclosure to indicate Future modifications of the timing of payments from Videocon could occur that might materially affect in which future periods revenues from Videocon are recognized and which could delay the payment of the license fee beyond the 27 month period.  See “Item 1. Business” on page 5, “Item 1A.  Risk Factors” on page 15 and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 19.

Flat Panel Video Display Products, page 6

2.

Comment: You disclose that you are working with Videocon to implement your display technology for Videocon to produce the displays.  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 developmental status of products that are material to your business.

Response:  The flat panel display products have not yet been incorporated into a commercial product.  To avoid confusion, the subsection “Flat Panel Video Display Products” has been moved to the “New Technologies Under Development” and additional disclosure has been added to clarify that these products are still under development.  See page 9.

An additional risk factor has also been added to address the risks relating to the developmental status of the Company’s products.  See page 17.

Item 1A. Risk Factors

3.

Comment: You recognized 95% of your net revenue in fiscal year 2009 from fee payments by Videocon.  Tell us what consideration you have given to including a risk factor, which alerts investors 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 business associated with the enforcement, performance or administration of this agreement pursuant to Indian laws.

2

Securities and Exchange Commission

March 9, 2010

Page 3

Response:  A risk factor has been added to address that a significant amount of revenue was dependent on the arrangement with Videocon.  See page 15.

An additional risk factor has been added to address the risks associated with the agreement being governed by Indian law and related enforcement, performance and administrative issues.  See pages 15-16.

Part II

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

General, page 18

4.

Comment: 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 transactions, including how the purchased and issued blocks of stock were valued.  Also, discuss the effect of issuance and receipt of shares on your balance sheet, and any other significant factors, to help investors better understand the impact of these transactions on your financial statements.

Response:  Disclosure has been added to pages 6 and 20-21 to describe the material terms of the subscription and purchase agreements with Videocon.  In addition disclosure has been added on page 21 to discuss the effect of the transactions on the Company’s balance sheet.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Business Experience of our Directors and Executive Officers, page 36

5.

Comment: 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 selected as a director or nominee.  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 strategic planning and technology in the display field.  Refer to Item 401(a) of Regulation S-K.

3

Securities and Exchange Commission

March 9, 2010

Page 4

Response:  The Company does not have any arrangements or understandings pursuant to which any person was or is to be selected as a director.  While Videocon and the Company have each appointed one senior advisor to the other’s board of directors in connection with the License Agreement, the role of such advisor is intended at most to be limited to advice with respect to strategic planning and technology in the display field, and such person does not and has not attended board of director meetings or otherwise have any involvement with the overall management and operation of the Company.  Furthermore, in practice, while each party has appointed a senior advisor and the senior advisors from each of the companies are in communications with each other with respect to strategic planning and technology in the display field, there had been no interaction between the Company’s board of directors and the senior advisor appointed by Videocon.  Accordingly, we do not believe that any additional disclosure in Item 10 is required and the clarifying language has been added to pages 6 and 20.

Item 11. Executive Compensation

Compensation Discussion and Analysis, page 38

General

6.

Comment: 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 discussion 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 under each form are appropriate, addressing, as necessary, the various items considered in making specific compensation decisions.

Response:  As a small company with only 20 employees and a small management team, we have implemented a simple and modest compensation structure.  Our Board of Directors deems such a simple, less formula-based compensation structure advisable and consistent with the Company’s overall compensation objectives and philosophies.  Accordingly, the method of compensation decision-making actually employed by the Company does not lend itself to extensive analytical and quantitative analysis, but rather is based on the business judgment of the Company’s Chief Executive Officer and our Board of Directors.  While the Company evaluates certain factors in approving compensation, no specific weight is given to such factors and therefore it is not possible to provide a complete qualitative and quantitative discussion linking the Company’s compensation objectives and policies with the actual payout determinations.  We have revised the Compensation Disclosure and Analysis accordingly to explain such compensation structure and our inability to provide substantive analysis and insight into how our Board of Directors made actual payment determinations.  See pages 33 - 37.

4

Securities and Exchange Commission

March 9, 2010

Page 5

Compensation Committee Interlocks and Insider Participation, page 40

7.

Comment: Please specifically identify each officer 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.

Response:   No persons other than directors participated in the deliberations on executive compensation and disclosure to such effect has been added to the section “Compensation Committee Interlocks and Insider Participation.”  See page 37.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, page 44

8.

Comment: Please identify the natural person(s) who exercise the sole 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).

Response:  In setting forth the information in Item 12 with respect to beneficial ownership of the 20 million shares of the Company’s common stock owned by Mars Overseas Limited (“Mars”), the Company has relied on the information provided in Schedule 13G filed by Mars on November 9, 2007.  The Company has no knowledge (or basis to know) as to which natural persons exercise sole or shared voting or dispositive power over the shares of the Company’s common stock held of record held by Mars and disclosure to such effect has been added to footnote (3) under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”  See page 42.

Equity Compensation Plan Information, page 45

9.

Comment: Please include footnote disclosure describing the material features of the equity plans that were not approved by security holders.  Refer to Item 201(d)(3) of Regulation S-K.

Response:  Footnote disclosure has been added following the Equity Compensation Plan Information table to describe the material features of the Company’s 2003 Share Incentive Plan, which is the only equity plan that has not been approved by shareholders.  See page 43.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons, page 46

10.

Comment: We note your statement, “except as otherwise indicated herein, there have been no related party transactions.”  Please identify the transactions you are referring to in this statement and tell us specifically where the disclosure required by Item 404 of Regulation S-K is provided in your report.  Please either include the information concerning related party transactions 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 party disclosure pertaining to Item 404 is presented.

5

Securities and Exchange Commission

March 9, 2010

Page 6

Response:  The Company has no related party transactions other than the transactions between the Company and Videocon or Mars, which transactions are disclosable as a result of Mars ownership of more than 5% of the Company’s common stock.  Appropriate cross references to the disclosure of such transactions has been added.  See page 43.

Item 15. Exhibits, Financial Statement Schedules

Exhibits, page 49

General

11.

Comment: The Amended and Restated Technology License Agreement between you and Videocon is not filed in its entirety, 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.  Please re-file the agreement in its entirety pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.

Response:  A redacted copy of the Amended and Restated Technology License Agreement between the Company and Videocon with Exhibits A-F is being filed with Amendment No. 1.  The complete original is being filed under a Confidential Treatment Request.  The modified payment terms were done via short waiver letters.  Given their brevity both in original form as well as after redaction to remove any confidential payment terms, the Company does not believe that the waiver letters would provide any value to investors and therefore does not believe they are material and necessary to file as exhibits to the Form 10-K.  The Company can make copies available to the Staff on a confidential basis.

12.

Comment: We note that you entered into a Technology License Agreement with Volga Svet Ltd. to produce and market your thin, flat, 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 your 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.

Response: The Company did not file the Technology License Agreement (the “Volga Agreement”) with Volga Svet Ltd. (“Volga”) as it does not believe that such license agreement is material.  Under the Volga Agreement, the Company granted Volga non-exclusive and non-transferable rights to certain of its intellectual property to incorporate into completed products. However, Volga is not required to make any royalty or license payments under the Volga Agreement and its only obligation is to purchase certain sub-components from the Company and the Company has no other material obligations to Volga.  To date, Volga has not ordered any sub-components from the Company pursuant to the Volga Agreement.  The

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

Mail Stop 4561         March 13, 2008  Denis A. Krusos Chief Executive Officer CopyTele, Inc. 900 Walt Whitman Road Melville, NY 11747
Re: CopyTele, Inc.
Form 10-K for Fiscal Year Ended October 31, 2007
 Filed January  15, 2008
 File No. 000-11254

Dear Mr. Krusos:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Mark Kronforst Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
CopyTele, Inc.
900 Walt Whitman Road
Melville, NY 11747

March 5, 2008

Mark Kronforst
Accounting Branch Chief
US Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549

Dear Mr. Kronforst:

We have received your letter dated February 20, 2008, and provide the following
response thereto:

Form 10-K for Fiscal Year Ended October 31, 2007

Item 8. Financial Statements and Supplementary Data

Note 4. Investment in and Related Party Transactions with Digital Info Security
Co., Inc., page F-15

Comment:  We note your disclosure that your investment in DISC is recorded at
          cost.  Please tell us how you considered paragraph 3(a) of SFAS 115
          with respect to this investment.

Response: Digital Info Security Co. Inc. ("DISC-CO") was incorporated in
          Colorado in October 2004 and commenced operations in April 2005. In
          2006, CopyTele acquired an aggregate of 12,200,000 shares of DISC-CO's
          common stock in private transactions. DISC-CO's common stock was not
          registered under the Securities Exchange Act of 1934 ("Exchange Act").
          In March 2007, DISC-CO merged with an inactive Delaware company
          formerly known as Teardrop Golf Company ("DISC-DE"). CopyTele's
          understanding is that DISC-DE survived the merger. Teardrop Golf
          Company's common stock was quoted on the Pink Sheets, but it had
          filed a Form 15 in January 2007 to terminate the registration of its
          securities under the Exchange Act. After the merger, DISC-DE stock has
          continued to be traded on the Pink Sheets. According to DISC-DE's most
          recent public financial report, as of September 30, 2007 we held
          approximately 12% of the outstanding common stock of DISC-DE.
<PAGE>

          The DISC-DE stock held by CopyTele is restricted stock and
          cannot be sold or otherwise disposed of in the absence of
          either a registration statement under the Securities Act of
          1933 ("Securities Act") or an exemption from the registration
          provisions of the Securities Act. Because CopyTele acquired its
          shares of DISC-DE stock in the merger between DISC-CO and
          DISC-DE, Rule 144 is not available for the sale of CopyTele's
          DISC-DE stock until the one-year anniversary of the merger, on
          March 28, 2008. Because CopyTele may be an affiliate of
          DISC-DE due to its ownership of approximately 12% of the
          outstanding common stock of DISC-DE, in order for CopyTele to
          sell or dispose of the DISC-DE stock under Rule 144 on or
          after the one-year anniversary of the merger, all of the
          requirements of Rule 144 must be satisfied, including the
          current public information requirements set forth in Rule
          144(c). DISC-DE is not currently subject to the reporting
          requirements of the Exchange Act, and, accordingly, it must
          satisfy the current public information requirements set forth
          in Rule 144(c)(2), which states that the issuer must make the
          information required by Rule 15c2-11 under the Exchange Act
          publicly available. Currently, certain of the information set
          forth in Rule 15c2-11 does not appear to be publicly
          available, such as the nature and extent of its facilities,
          the names of the members of its board of directors, and
          information about whether any broker-dealers are affiliates of
          it. CopyTele is unable to predict whether DISC-DE will be in
          compliance with the public information requirements of Rule
          144(c)(2) in the future.

          SFAS 115 states that restricted stock does not meet the
          definition of paragraph 3(a), except that any portion of a
          security that "can be reasonably expected to qualify for sale
          within one year, such as may be the case under Rule 144 or
          similar rules of the SEC, is not considered restricted."
          Because we do not believe that the restricted DISC-DE common
          stock held by CopyTele can be reasonably expected to qualify
          for sale within one year for the reasons stated above, we do
          not believe that the fair value of the investment in DISC-DE
          is readily determinable.

CopyTele acknowledges that:

     o    CopyTele is responsible for the adequacy and accuracy of the
          disclosure in its filings;

     o    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

     o    CopyTele 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.
<PAGE>

Thank you very much for your comment. If you have any further questions or
comments, please feel free to contact me at (631) 549-5900.

Very truly yours,
COPYTELE, INC.
By: Henry P. Herms
    --------------
    Henry P. Herms
Vice President - Finance
And Chief Financial Officer

</TEXT>
</DOCUMENT>

Mail Stop 4561          February 20, 2008  Denis A. Krusos Chief Executive Officer CopyTele, Inc. 900 Walt Whitman Road Melville, NY 11747
Re: CopyTele, Inc.
Form 10-K for Fiscal Year Ended October 31, 2007
 Filed January  15, 2008
 File No. 000-11254

Dear Mr. Krusos:

We have reviewed the above referenced filing and have the following comment.
Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.
If indicated, we think you s hould revise your document in re sponse to this comment.  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 our
comment, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is 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 comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Denis A. Krusos
CopyTele, Inc.
February 20, 2008 Page 2  Form 10-K for Fiscal Year Ended October 31, 2007

 Item 8. Financial Statements and Supplementary Data

 Note 4.  Investment in and Related Party Transactions with Digital Info

Security Co., Inc., page F-15
1. We note your disclosure that your investment  in DISC is recorded at cost.  Please
tell us how you considered paragraph 3( a) of SFAS 115 with respect to this
investment.

* * * * * * *

Please respond to this comment 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 Regulat ion S-T.  If you amend your filing, 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 comment and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing any amendment and
your response to our comment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at 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 comment, 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.

Mr. Denis A. Krusos
CopyTele, Inc. February 20, 2008 Page 3
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 filing or in response to our comment on your filing.
 You may contact Mark Sh annon, Staff Accountant, at  (202) 551-3299 or me at
(202) 551-3451 if you have any questions  regarding the above comment.
        S i n c e r e l y ,                  Mark Kronforst
Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4-06

May 2, 2005

Henry P. Herms
Director, Chief Financial Officer
   and Vice President - Finance
CopyTele, Inc.
900 Walt Whitman Road
Melville, New York 11747

RE:		CopyTele, Inc. (file no. 033-86352)
			Form 10-K: for the Year Ended October 31, 2004
			Form 10-K/A: for the Year Ended October 31, 2004
		Form 10-Q: For the Quarterly Period Ended January 31,
2005

Dear Mr. Herms,

We have completed our review of your Form 10-K and related filings
and do not, at this time, have any further comments.

							Very truly yours,

							Craig Wilson
							Senior Assistant Chief
Accountant
??

??

??

??

CopyTele, Inc.
April 28, 2005
Page 1 of 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                 CopyTele, Inc.
                              900 Walt Whitman Road
                               Melville, NY 11747

                                                                  April 15, 2005

Mr. Craig Wilson
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Washington, D.C. 20549

          Re:  CopyTele, Inc. (File No. 033-86352)
               Form 10-K: for the Year Ended October 31, 2004
               Form 10-K/A: for the Year Ended October 31, 2004
               Form 10-Q: for the Quarterly Period Ended January 31, 2005

Dear Mr. Wilson:

     Reference is made to your letter, dater April 1, 2005, setting forth
comments of the Staff of the U.S. Securities and Exchange Commission (the
"Commission") with respect to the above-referenced filings under the Securities
Exchange Act of 1934 (the "Exchange Act"). As requested in your comment letter,
this letter repeats in italics each of such comments, followed by CopyTele's
responses. CopyTele acknowledges that (i) it is responsible for the adequacy and
accuracy of the disclosure in the above-referenced filings, (ii) Staff comments
or changes in disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to such filings, and (iii)
CopyTele 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.

Form 10-K/A for the Fiscal Year Ended October 31, 2004
------------------------------------------------------

Item 9A. Controls and Procedures, page 33
-----------------------------------------

1.   We note your statement that your chief executive officer and chief
     financial officer have concluded that the company's disclosure controls and
     procedures are effective "other than as described below." Given the
     exceptions noted, it remains unclear whether these officers have concluded
     that your disclosure controls and procedures are effective as of October
     31, 2004. Please note that you should state, in clear and unqualified
     language, the conclusions reached by your chief executive officer and your
     chief financial officer on the effectiveness of your disclosure controls
     and procedures. For example, if true, you may state that your disclosure
     controls and procedures are effective including consideration of the
     identified matters, so long as you provide appropriate disclosure
     explaining how the disclosure controls and procedures were determined to be
     effective in light of these matters. Or, if true, you may state that, given
     identified matters, your disclosure controls and procedures are not
     effective. It is not appropriate to state that your disclosure controls are
     effective except to the extent they are not effective. Supplementally,
     clarify for us the conclusions reached by your officers with respect to
     your disclosure controls and procedures in light of this guidance.

<PAGE>

In light of the guidance in your letter, we advise you that our Chairman of the
Board and Chief Executive Officer and our Chief Financial Officer and Vice
President - Finance have concluded that our disclosure controls and procedures
were not effective as of October 31, 2004 for the reasons discussed under Item
9A of our Form 10-K for the year ended October 31, 2004 related to a material
weakness in our internal control. Accordingly, we will amend our Form 10-K for
the year ended October 31, 2004, as previously amended, so that the last
sentence of the first paragraph of Item 9A reads as follows: "Based upon that
evaluation, the Chairman of the Board and Chief Executive Officer and the Chief
Financial Officer and Vice President - Finance concluded that, in light of the
matters described below, our disclosure controls and procedures were not
effective as of the end of fiscal 2004." In addition, we will ensure in the
future that our disclosures in Item 9A of Form 10-K and Item 4 of Form 10-Q are
sufficiently clear and do not appear to state that such controls are "effective
except to the extent they are not effective."

2.   We note that you were informed of the existence of a material weakness by
     your auditors in connection with your 2004 audit and it appears that this
     weakness existed in prior periods while the fraud was occurring.
     Supplementally, indicate whether your certifying officers continue to
     believe that your disclosures under Item 9A of Form 10-K and Item 4 of Form
     10-Q are appropriate in your previously filed Exchange Act reports and the
     basis for their conclusions given these recent developments.

We believe that the disclosures in our Exchange Act reports filed previous to
our Form 10-K for the year ended October 31, 2004 regarding the conclusions of
our Chairman of the Board and Chief Executive Officer and our Chief Financial
Officer and Vice President - Finance as to the effectiveness of our disclosure
controls and procedures were appropriate. Our officers reached their
conclusions, and CopyTele made those disclosures, as to the effectiveness of our
disclosure controls and procedures based on the information available at the
time they were made. In addition, we believe that the disclosure concerning the
fraud contained in Item 9A of our Form 10-K for the year ended October 31, 2004
and Item 4 of our Form 10-Q for the quarterly period ended January 31, 2005
fully informs investors as to the weakness in internal controls that CopyTele
has since learned existed at those earlier dates. Accordingly, we do not believe
that any additional disclosure is necessary to address such officers' prior
conclusions as to the effectiveness of our disclosure controls and procedures.

If you have any further questions or need any additional information, please do
not hesitate to contact me.

                                                    Very truly yours,
                                                    /s/ Henry P. Herms
                                                    Henry P. Herms
                                                    Vice President - Finance and
                                                    Chief Financial Officer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4-06

April 1, 2005

Henry P. Herms
Director, Chief Financial Officer
   and Vice President - Finance
CopyTele, Inc.
900 Walt Whitman Road
Melville, New York 11747

RE:		CopyTele, Inc. (file no. 033-86352)
			Form 10-K: for the Year Ended October 31, 2004
			Form 10-K/A: for the Year Ended October 31, 2004
		Form 10-Q: For the Quarterly Period Ended January 31,
2005

Dear Mr. Herms,

We have reviewed the above referenced filings and have the
following
comments. Please note that we have limited our review to the
matters
addressed in the comments below.  Where indicated, we think you
should revise your documents 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
or may not raise additional comments.

Please understand that the purpose of our review 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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K/A for the Fiscal Year Ended October 31, 2004

Item 9A. Controls and Procedures, page 33

1. We note your statement that your chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective "other than as described
below."  Given the exceptions noted, it remains unclear whether
these
officers have concluded that your disclosure controls and
procedures
are effective as of October 31, 2004.  Please note that you should
state, in clear and unqualified language, the conclusions reached
by
your chief executive officer and your chief financial officer on
the
effectiveness of your disclosure controls and procedures.  For
example, if true, you may state that your disclosure controls and
procedures are effective including consideration of the identified
matters, so long as you provide appropriate disclosure explaining
how
the disclosure controls and procedures were determined to be
effective in light of these matters.  Or, if true, you may state
that, given the identified matters, your disclosure controls and
procedures are not effective.  It is not appropriate to state that
your disclosure controls and procedures are effective except to
the
extent they are not effective. Supplementally, clarify for us the
conclusions reached by your officers with respect to your
disclosure
controls and procedures in light of this guidance.

2. We note that you were informed of the existence of a material
weakness by your auditors in connection with your 2004 audit and
it
appears that this weakness existed in prior periods while the
fraud
was occurring. Supplementally, indicate whether your certifying
officers continue to believe that your disclosures under Item 9A
of
Form 10-K and Item 4 of Form 10-Q are appropriate in your
previously
filed Exchange Act reports and the basis for their conclusions
given
these recent developments.

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating 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 advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Brent Watson, Staff Accountant, at (202) 824-5494,
Mark Kronforst, Senior Staff Accountant, at (202) 824-5341 or me
at
(202) 942-1800 if you have any questions regarding these comments.

							Very truly yours,

							Craig Wilson
							Senior Assistant Chief
Accountant
??

??

??

??

CopyTele, Inc.
April 1, 2005
Page 1 of 3

</TEXT>
</DOCUMENT>