As filed with the Securities and Exchange Commission on November 10, 2004
                                                     Registration No. 333-120333
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ___________


                                 COPYTELE, INC.

             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                     11-2622630
(State or Other Jurisdiction of                     (I.R.S. Employer
  Incorporation or Organization)                   Identification No.)

                              900 Walt Whitman Road
                            Melville, New York 11747
                                 (631) 549-5900
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                    COPYTELE, INC. 2003 SHARE INCENTIVE PLAN
                              (Full Title of Plan)


                                 Denis A. Krusos
                Chairman of the Board and Chief Executive Officer
                                 CopyTele, Inc.
                              900 Walt Whitman Road
                            Melville, New York 11747
                                 (631) 549-5900

                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent for Service)



                                Explanatory Note

     On November 9, 2004, CopyTele, Inc. (the "Registrant") filed a Registration
Statement on Form S-8 (File No. 333-120333) (the "Registration Statement"). This
Post-Effective Amendment No. 1 to the Registration Statement has been filed by
the Registrant to re-file the consent of Grant Thornton LLP, filed as Exhibit
23(a), solely to correct a typographical error with respect to the date of Grant
Thornton's report referenced in such consent. All other portions of the
Registration Statement, as previously filed, remain unchanged. No additional
securities are to be registered, and registration fees were paid upon filing of
the original Registration Statement. Therefore, no further registration fee is
required.

         Item 8.  Exhibits.
         -------  ---------

              Exhibit No.           Description
              -----------           -----------

                  23(a)    -        Consent of Grant Thornton LLP.


                                       1




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized at Melville, State of New
York, on this 10th day of November, 2004.

                           CopyTele, Inc.

                           By: /s/ Denis A. Krusos
                               -------------------
                               Denis A. Krusos
                               Chairman of the Board and Chief Executive Officer


                                       2


                                  EXHIBIT INDEX


               Exhibit No.                  Description
               -----------                  -----------
                  23(a)    -        Consent of Grant Thornton LLP.