Filed pursuant to Rule 424(b)(3)
                                           SEC File No. 33-49402           

     PROSPECTUS SUPPLEMENT No. 2
     (To Prospectus dated December 8, 1993)


                                 COPYTELE, INC.

                     Common Stock (Par Value $.01 Per Share)

                   1,100,000 shares of Common Stock under the
                     CopyTele, Inc. Stock Option Plan (1987)


                              --------------------

               The following table sets forth certain information with
     respect to the Selling Shareholders as of August 31, 1995, as follows: 
     (i) the name and position with the Company within the past three years
     of each Selling Shareholder; (ii) the number of shares of Common Stock
     beneficially owned by each Selling Shareholder (including shares
     obtainable under options exercisable within sixty (60) days of such
     date); (iii) the number of shares of Common Stock being offered
     hereby; and (iv) the number and percentage of the Company's
     outstanding shares of Common Stock to be beneficially owned by each
     Selling Shareholder after completion of the sale of Common Stock being
     offered hereby.  There is no assurance that any of the Selling
     Shareholders will sell any or all of the shares of Common Stock
     offered hereby.

<TABLE>
<CAPTION>


      Selling Shareholder     Number of
      and Position with       Shares            Number of       Shares Beneficially
      the Company within      Beneficially      Shares Being      Owned After Sale 
                                                                -------------------
      the Past Three Years    Owned*            Offered Hereby    Number     Percent
      --------------------    ------------      --------------    ------     -------
     <S>                    <C>                  <C>           <C>          <C>
      Denis A. Krusos -
        Director, Chairman
        of the Board and
        Chief Executive
        Officer                 3,234,630           178,500      3,056,130    11.51%

      Frank J. DiSanto -
        Director and
        President               3,225,390            92,500      3,132,890    11.84%

      John R. Shonnard -
        Director                  119,500            47,800         71,700     0.28%

      John E. Gillies -
        Director                   30,500            10,000         20,500     0.08%

<FN>
      ____________________
      *Includes 778,500 shares, 692,500 shares, 67,800 shares and 30,000 shares which
      Denis A. Krusos, Frank J. DiSanto, John R. Shonnard and John E. Gillies,
      respectively, have the right to acquire upon exercise of options granted pursuant to
      the 1987 Plan and the CopyTele, Inc. 1993 Stock Option Plan.

</TABLE>

           The date of this Prospectus Supplement is September 6, 1995



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