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