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.

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

3.

Comment: Ensure that your discussion of transactions 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 the offset, during the most recently completed year.

 

 

 

 

 

 

4.

Comment: On page 31, you express the belief that existing resources and those to be received from operations will provide sufficient capital to enable you to fund expected operations for at least 12 months. We note that the sources of capital supporting 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 filing 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. Also, consider whether the uncertainty of receipt of the future license fee payments warrants more specific disclosure.

 

 

 

 

 

5.

Comment: We note that your contractual obligations table does not reflect the $5 million senior secured loan from Mars Overseas 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 that disclosure is not required. Refer to Item 303(a)(5) of Regulation S-K.

 

 

		Payments Due by Period
Contractual Obligations		Less than 1 year				1-3 years				4-5 years				After 5 years				Total
Consulting Agreement		$	128,000				-				-				-			$	128,000
Noncancelable Operating Leases		$	296,000			$	330,000				-				-			$	626,000
Secured Loan Obligation to Mars Overseas			-				-				-			$	5,000,000			$	5,000,000
Total Contractual Cash Obligations		$	424,000			$	330,000				-			$	5,000,000			$	754,000 $5,754,000

 

 

 

6.

Comment: 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.

 

 

 

 

7.

Comment: 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 locate 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 amendments 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 revise accordingly.

 

 

10.13

Amendment No. 2 to the CopyTele, Inc. 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 20052006).

 

10.14

Amendment No. 3 to the CopyTele, Inc. 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 20052006).

 

10.15

Amendment No. 4 to the CopyTele, Inc. 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 4(g) to our Form S-8 dated September 21, 2007.)

 

10.16

Amendment No. 5 to the CopyTele, Inc. 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 4(g) to our Form S-8 dated January 21, 2009.)

 

 

 

 

8

Comment: 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 included the titles of your certifying officers in the introductory paragraph of your certifications. Please confirm that in future filings you will not alter the form of the certifications in any manner from that appearing in Item 601 (b )(3)(i) of Regulation S-K. This comment also applies to your Form 10-Q for the Quarterly Period Ended January 31,2010.

 

 

 

 

 

·	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.

 

 

 

 

	Sincerely,
	/s/ Denis A. Krusos
	Denis A. Krusos
	Chairman of the Board and
	Chief Executive Officer