UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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Copytele, Inc.

(Name of Registrant as Specified In Its Charter)

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COPYTELE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 26, 2011

TO THE STOCKHOLDERS OF COPYTELE, INC.

You are cordially invited to attend the Annual Meeting of Stockholders of CopyTele, Inc., a Delaware corporation, to be held at the Fox Hollow, Woodbury, New York, on Wednesday, October 26, 2011, at 10:30 a.m., local time, for the following purposes:

1. To elect four directors to serve until the next Annual Meeting of Stockholders;

2. To ratify the appointment of KPMG LLP, an independent registered public accounting firm, as CopyTele’s independent auditors for fiscal year 2011; and

3. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The Board of Directors of CopyTele has fixed the close of business on September 19, 2011, as the record date for the Annual Meeting. This means that only holders of record of Common Stock at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement of the Annual Meeting.

Whether or not you expect to attend the Annual Meeting, please read the accompanying proxy statement and promptly complete, date, sign and mail the enclosed proxy so that your shares may be represented at the Annual Meeting. If you attend the Annual Meeting, you may vote in person even if you have previously returned your proxy.

By Order of the Board of Directors

ANNE ROTONDO

Secretary

Melville, New York

September 23, 2011

COPYTELE, INC.

900 Walt Whitman Road

Melville, NY 11747

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 26, 2011

The Board of Directors of CopyTele, Inc. (“CopyTele”, “we”, “us” or the “Company”) is furnishing you this Proxy Statement to solicit proxies on its behalf to be voted at our Annual Meeting of Stockholders to be held on Wednesday, October 26, 2011, at 10:30 a.m., local time, and at any adjournments or postponements thereof. We are first sending this Proxy Statement and the accompanying form of proxy to stockholders on or about September 23, 2011.

VOTING

General

The Board of Directors has fixed the close of business on September 19, 2011 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Each stockholder will be entitled to one vote for each share of common stock, par value $0.01 per share (the “Common Stock”) held on all matters to come before the Annual Meeting and may vote in person or by proxy authorized in writing. As of September 19, 2011, there were 174,438,632 shares of Common Stock issued and outstanding.

At the Annual Meeting, stockholders will be asked to consider and vote upon:

• the election of four directors; and

• the ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as our independent auditors for fiscal year 2011.

Stockholders may also consider and act upon such other matters as may properly come before the Annual Meeting or any adjournment or adjournments thereof.

Quorum and Required Votes

To carry on the business of the Annual Meeting, we must have a quorum. This means that at least a majority of the outstanding shares of Common Stock eligible to vote must be present at the Annual Meeting, either by proxy or in person. Shares of Common Stock represented by a properly signed and returned proxy are considered present at the Annual Meeting for purposes of determining a quorum. Abstentions and broker non-votes are counted as present at the Annual Meeting for determining whether we have a quorum. A broker non-vote occurs when a broker returns a proxy but does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner.

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Election of directors will be determined by a plurality vote of the combined voting power of all shares of Common Stock present in person or by proxy and voting at the Annual Meeting. Accordingly, votes “withheld” from director-nominee(s), abstentions and broker non-votes will not count against the election of such nominee(s).

Approval of the proposal to ratify the appointment of KPMG LLP as our independent auditors for fiscal year 2011 or any other matter that may come before the Annual Meeting, will be determined by the vote of a majority of the shares of Common Stock present in person or by proxy at the Annual Meeting and voting on such matters. With respect to an abstention, the shares will be considered present and entitled to vote at the Annual Meeting and they will have the same effect as votes against the matter. With respect to broker non-votes, the shares will not be considered entitled to vote at the Annual Meeting for such matter and the broker non-votes will have the practical effect of reducing the number of affirmative votes required to achieve a majority vote for such matter by reducing the total number of shares from which the majority is calculated.

Voting and Revocation of Proxies

Your vote is important. We encourage you to promptly complete, date, sign and return the accompanying form of proxy in the enclosed envelope. The way you vote now does not limit your right to change your vote at the Annual Meeting if you attend in person.

Common Stock represented by properly executed proxies received by us and not revoked will be voted at the Annual Meeting in accordance with the instructions contained therein. If instructions are not given, proxies will be voted FOR the election of each nominee for election as a director named herein and FOR the ratification of the appointment of KPMG LLP as CopyTele’s independent auditors for fiscal year 2011. The Board of Directors has not received timely notice (and does not know) of any matters that are to be brought before the Annual Meeting other than as set forth in the Notice of Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the enclosed form of proxy or their substitutes will vote in accordance with their best judgment on such matters.

Any proxy signed and returned by a stockholder may be revoked at any time before it is voted by filing with the Secretary of CopyTele written notice of such revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy.

Proxy Solicitation

This proxy solicitation is being made on behalf of CopyTele by its Board of Directors. CopyTele will bear the costs of solicitations of proxies for the Annual Meeting. In addition to solicitation by mail, our directors, officers and regular employees may solicit proxies from stockholders by telephone, telegram, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for out-of-pocket expenses in connection with such solicitation. We have requested brokers, nominees, fiduciaries and other custodians to forward soliciting material to the beneficial owners of Common Stock held of record by them, and such custodians will be reimbursed for their reasonable expenses.

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PRINCIPAL HOLDERS OF COMMON STOCK

The following table sets forth certain information with respect to Common Stock beneficially owned as of September 19, 2011 by: (a) each person or entity who is known by our management to be the beneficial owner of more than 5% of our outstanding Common Stock; (b) each current director and executive officer of CopyTele (including those persons who have been nominated for election as directors by the Board of Directors) and (c) all directors and executive officers as a group:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)(2)&(3)		Percent of Class (4)
Mars Overseas Limited (5) P.O. Box 309, GI Ugland House South Church Street, George Town Grand Cayman, Cayman Island		20,000,000		11.47	%
Denis A. Krusos 900 Walt Whitman Road Melville, NY 11747		11,119,880		6.03	%
Henry P. Herms 900 Walt Whitman Road Melville, NY 11747		1,265,575		*
George P. Larounis 900 Walt Whitman Road Melville, NY 11747		1,380,000		*
Lewis H. Titterton, Jr. 900 Walt Whitman Road Melville, NY 11747		8,146,562		4.63	%
All Directors and Executive Officers as a Group (4 persons)		21,912,017		11.67	%

* Less than 1%.

(1) A beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security or has the right to obtain such voting power and/or investment power within sixty (60) days. Except as otherwise noted, each designated beneficial owner in this Proxy Statement has sole voting power and investment power with respect to the shares of Common Stock beneficially owned by such person.

(2) Includes 8,550,000 shares, 695,000 shares, 720,000 shares, and 9,965,000 shares which Denis A. Krusos, Henry P. Herms, George P. Larounis, and all directors and executive officers as a group, respectively, have the right to acquire within 60 days upon exercise of options granted pursuant to the CopyTele, Inc. 2003 Share Incentive Plan (the “2003 Plan”) and the CopyTele, Inc. 2010 Share Incentive Plan (the “2010 Plan”).

(3) Includes 1,400,000 shares, 1,400,000 shares, 280,000 shares, 280,000 shares and 3,360,000 shares which Denis A. Krusos, Lewis H. Titterton, Henry P. Herms, George P. Larounis, and all directors and executive officers as a group, respectively, have the right to acquire within 60 days upon exercise of warrants purchased by them in the private placement on February 8, 2011.

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(4) Based on 174,438,632 shares of Common Stock outstanding as of September 19, 2011.

(5) The Company has relied solely on information provided in Amendment No. 1 to the Schedule 13G which Mars Overseas Limited filed with the Securities and Exchange Commission on May 17, 2010. As reported in the Schedule 13G/A, Mars Overseas is a joint venture controlled by six entities. The governing documents of Mars Overseas require majority voting of the six entities that are party to the joint venture with respect to the 20,000,000 CopyTele shares owned by Mars Overseas. Four of these six entities are controlled by members of the Dhoot family, which include Messrs. Venugopal N. Dhoot, Rajkumar N. Dhoot and Pradipkumar N. Dhoot. The remaining two entities are publicly traded corporations outside of the United States, of which the above-mentioned members of the Dhoot family hold a significant percentage, although less than 50% of such publicly traded companies. Messrs. Venugopal N. Dhoot, Rajkumar N. Dhoot and Pradipkumar N. Dhoot all disclaim beneficial ownership in the shares held by Mars Overseas except to the extent of their pecuniary interest, and disclaim membership as a group.

ELECTION OF DIRECTORS

(Item 1)

Our Board of Directors currently consists of four directors. Four directors are to be elected at the Annual Meeting by the holders of Common Stock, each to serve until the next Annual Meeting of Stockholders and until his successor shall be elected and shall qualify. Denis A. Krusos, Henry P. Herms, George P. Larounis and Lewis H. Titterton are nominated for reelection to the Board (the “Director Nominees”). Each Director Nominee is presently a director of the Company. All of the Director Nominees are available for election as members of the Board of Directors. If for any reason a Director Nominee becomes unavailable for election, the proxies solicited by the Board of Directors will be voted for a substitute nominee selected by the Board of Directors.

The following table sets forth certain information with respect to all of our current directors, current executive officers, and the Director Nominees:

Name	Age	Position with the Company	Director and/or Executive Officer Since
Denis A. Krusos	83	Director, Chairman of the Board and Chief Executive Officer	1982
Henry P. Herms	66	Director, Chief Financial Officer and Vice President - Finance	2000
George P. Larounis	83	Director	1997
Lewis H. Titterton Jr.	67	Director	2010

The following sets forth the biographical background information for all of our current directors, current executive officers and the Director Nominees:

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Mr. Krusos has served as one of our Directors and as our Chairman of the Board and Chief Executive Officer since November 1982. He holds an M.S.E.E. degree from Newark College of Engineering, a B.E.E. degree from City College of New York and a J.D. degree from St. John’s University.

Mr. Herms has served as our Chief Financial Officer and Vice President – Finance since November 2000 and as one of our Directors since August 2001. Mr. Herms was also our Chief Financial Officer from 1982 to 1987. He is also a former audit manager and CPA with the firm of Arthur Andersen LLP. He holds a B.B.A. degree from Adelphi University.

Mr. Larounis has served as one of our Directors since September 1997, prior to which he served as a consultant to us. Mr. Larounis is currently retired. From 1960 to 1993, he held numerous positions as a senior international executive of The Bendix Corporation and AlliedSignal Inc., which is now known as Honeywell International, Inc. He has also served on the Boards of Directors of numerous affiliates of AlliedSignal in Europe, Asia and Australia. He holds a B.E.E. degree from the University of Michigan and a J.D. degree from New York University.

Mr. Titterton has served as one of our Directors since August 16, 2010. Mr. Titterton is currently Chairman of the Board of NYMED, Inc., a diversified health services company. His background is in high technology with an emphasis on health care and he has been with NYMED, Inc. since 1989. Mr. Titterton founded MedE America, Inc. in 1986 and was Chief Executive Officer of Management and Planning Services, Inc. from 1978 to 1986. Mr. Titterton also served as one of our Directors from July 1999 to January 2003. He holds a M.B.A. from the State University of New York at Albany, and a B.A. degree from Cornell University.

We believe that our Board of Directors represents a desirable mix of backgrounds, skills, and experiences. Below are some of the specific experiences, qualifications, attributes or skills in addition to the biographical information provided above that led to the conclusion that each person should serve as one of our directors in light of our business and structure.

Mr. Krusos is a founder of and Chief Executive Officer of the Company, has over fifty years of experience in the display and electronics industry and has a deep understanding of all aspects of our business.

Mr. Herms has served as our Chief Financial Officer and Vice President – Finance since 2000 and as our Chief Financial Officer from 1982 to 1987, and has a deep understanding of the financial aspects of our business. He also has substantial experience as a public accountant, which is important to the Board’s ability to review our consolidated financial statements, assess potential financings and otherwise supervise and evaluate our business decisions.

Mr. Larounis has been involved with the Company for over seventeen years, has over fifty years of experience in the electronic industry and in industrial property rights and licensing, and has a deep understanding of all aspects of our business.

Mr. Titterton has been involved with the Company as a director or investor for over eighteen years. Mr. Titterton also has substantial experience with advising on the strategic development of technology companies and over thirty-nine years of experience in various aspects of the technology industry.

None of our current directors or Director Nominees have served as a director of another public company within the past five years.

To the best of the Company’s knowledge, there are no arrangements or understandings between any director, Director Nominee or executive officer and any other person pursuant to which any person was

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selected as a director, Director Nominee or executive officer. There are no family relationships between any of the Company’s directors, Director Nominees or executive officers. To the Company’s knowledge there have been no material legal proceedings as described in Item 401(f) of Regulation S-K during the last ten years that are material to an evaluation of the ability or integrity of any of the Company’s directors, Director Nominees or executive officers.

The Board of Directors recommends a vote FOR each Director Nominee to hold office until the next Annual Meeting. Proxies received by the Board of Directors will be so voted unless stockholders specify in their proxy a contrary choice.

Board of Directors and Corporate Governance

General

Our Board of Directors oversees the activities of our management in the handling of the business and affairs of our Company. As part of the Board’s oversight responsibility, it monitors developments in the area of corporate governance, including new Securities and Exchange Commission (the “SEC”) requirements, and periodically reviews and amends, as appropriate, our governance policies and procedures.

While we are not subject to the listing requirements of any national securities exchange or inter-dealer quotation system which require that our Board be comprised of a majority of “independent” directors, Messrs. Titterton and Larounis meet the definition of “independent” as promulgated by the rules and regulations of the Nasdaq Stock Market. Our directors, Denis Krusos and Henry Herms, are employees of the Company and as such do not qualify as “independent” directors under the rules and regulations of the Nasdaq Stock Market.

We do not have a separately-designated standing audit, nominating or compensation committee. We believe that, given the size of our Company, separate committees are unnecessary.

Our full Board of Directors has assumed the functions of our formal Audit Committee. The functions of the Audit Committee assumed by the Board of Directors include fulfilling its responsibility to oversee management’s conduct of our financial reporting process, including the selection of our independent auditors and the review of the financial reports and other financial information provided by us to any governmental or regulatory body, the public or other users thereof, our systems of internal accounting and financial controls, and the annual independent audit of our financial statements.

As we do not have a standing compensation committee, the Board of Directors has full authority for determination of executive and director compensation. The Board of Directors’ processes and procedures for the consideration and determination of executive and director compensation are described under the heading “Compensation Discussion and Analysis.”

In July 2010, the Board of Directors established a Stock Option Committee initially comprised of Denis A. Krusos, George P. Larounis and Henry P. Herms. Such directors continue to serve on the Stock Option Committee. Nine meetings of the stock option committee were held during fiscal year 2010. The functions of the Stock Option Committee include administration of the CopyTele, Inc. 2000 Share Incentive Plan (the “2000 Plan”), the 2003 Plan and the 2010 Plan. We have discontinued granting options under the 2000 Plan.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors does not have a policy on whether or not the role of the chief executive officer and chairman of the board should be separate or combined. Currently, the offices of the chairman of the board and chief executive officer are combined, with Denis A. Krusos serving as both the chairman

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of the board and chief executive officer. The Board of Directors believes that combining the chairman of the board and chief executive officer positions is the most efficient and effective leadership for our Company at this time given the size of our Board and Mr. Krusos’ role in founding our Company, his extensive knowledge of our business and the industry, his ability to formulate and implement strategic initiatives and his extensive contact with and knowledge of our vendors and customers. As chief executive officer, Mr. Krusos is responsible for the day-to-day operations of the Company and is thus in a position to evaluate the most critical business issues for consideration by the Board of Directors. The Board of Directors has not appointed a lead independent director. Currently the Board of Directors consists of four directors. While we are not subject to the listing requirements of any national securities exchange or inter-dealer quotation system which require that our Board be comprised of a majority of “independent” directors, Messrs. Titterton and Larounis meet the definition of “independent” as promulgated by the rules and regulations of the Nasdaq Stock Market. Due to the size of the Board, the independent directors are able to closely monitor the activities of our Company. In addition, the independent directors are able to meet independently with the Company’s independent registered public accounting firm without management to discuss the Company’s financial statements and related audits. Therefore, the Board of Directors has determined that a lead independent director is not necessary at this time. To the extent the composition of the Board changes and/or grows in the future, the Board of Directors may reevaluate the need for a lead independent director.

Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors as a whole has ultimate responsibility for the Company’s oversight of risk management. Our Board of Directors takes an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks a Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. As a critical part of this risk management oversight role, our Board of Directors encourage full and open communication between management and the Board of Directors. Our Board of Directors regularly reviews material strategic, operational, financial, compensation and compliance risks with management. In addition our management team regularly reports to the full Board of Directors regarding their areas of responsibility and a component of these reports is risk within the area of responsibility and the steps management has taken to monitor and control such exposures. Additional review or reporting on risk is conducted as needed or as requested by our Board of Directors.

Attendance

Thirty-four meetings, exclusive of action by unanimous written consent, of the Board of Directors were held during fiscal year 2010. During such year, each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees on which he served while a member thereof. All members of our Board of Directors who then were serving as directors, except George P. Larounis, attended our 2010 annual meeting of stockholders. We encourage our directors to attend the annual meeting of stockholders.

Nominations of Directors

We have not designated a nominating committee or other committee performing a similar function, due to the size of our Company and Board. Such matters are discussed by our Board of Directors as a whole. In selecting directors, the Board will consider candidates that possess qualifications and expertise that will enhance the composition of the Board, including the considerations set forth below. The considerations set forth below are not meant as minimum qualifications, but rather as guidelines in weighing all of a candidate’s qualifications and expertise.

• Candidates should be individuals of personal integrity and ethical character.

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• Candidates should have background, achievements, and experience that will enhance our Board. This may come from experience in areas important to our business, substantial accomplishments or prior or current associations with institutions noted for their excellence. Candidates should have demonstrated leadership ability, the intelligence and ability to make independent analytical inquiries and the ability to exercise sound business judgment.

• Candidates should be free from conflicts that would impair their ability to discharge the fiduciary duties owed as a director to CopyTele and its stockholders, and we will consider directors’ independence from our management and stockholders.

• Candidates should have, and be prepared to devote, adequate time and energy to the Board and its committees to ensure the diligent performance of their duties, including by attending meetings of the Board and its committees.

• Due consideration will be given to the Board’s overall balance of diversity of perspectives, backgrounds and experiences, as well as age, gender and ethnicity.

• Consideration will also be given to relevant legal and regulatory requirements.

We are of the view that the continuing service of qualified incumbents promotes stability and continuity in the board room, contributing to the Board’s ability to work as a collective body, while giving us the benefit of the familiarity and insight into our affairs that our directors accumulate during their tenure. Accordingly, the process of the Board for identifying nominees for directors will reflect our practice of generally re-nominating incumbent directors who continue to satisfy the Board’s criteria for membership on the Board, whom the Board believes continue to make important contributions and who consent to continue their service on the Board. If the Board determines that an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as director during the preceding term, and that there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why in the Board’s view the incumbent should not be re-nominated, the Board will, absent special circumstances, generally propose the incumbent director for re-election. Although we do not have a formal policy regarding the consideration of diversity in identifying and evaluating potential director candidates, the Board does take into account the personal characteristics (gender, ethnicity and age), skills and experience, qualifications and background of current and prospective directors’ diversity as one factor in identifying and evaluating potential director candidates, so that the Board, as a whole, will possess what the Board believes are appropriate skills, talent, expertise and backgrounds necessary to oversee our Company’s business.

If the incumbent directors are not nominated for re-election or if there is otherwise a vacancy on the Board, the Board may solicit recommendations for nominees from persons that the Board believes are likely to be familiar with qualified candidates, including from members of the Board and management. While the Board of Directors may also engage a professional search firm to assist in identifying qualified candidates, the Board of Directors did not engage any third party to identify or evaluate or assist in identifying or evaluating the Director Nominees. We do not have a policy with regard to the consideration of director candidates recommended by stockholders. Due to the size of our Company and Board, the Board does not believe that such a policy is necessary.

Depending on its level of familiarity with the candidates, the Board may choose to interview certain candidates that it believes may possess qualifications and expertise required for membership on the Board. It may also gather such other information it deems appropriate to develop a well-rounded view of the candidate. Based on reports from those interviews or from Board members with personal knowledge and experience with a candidate, and on all other available information and relevant considerations, the Board will select and nominate candidates who, in its view, are most suited for membership on the Board.

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Communications with Directors

Stockholders may send written communications to the Board by mailing those communications to CopyTele, Inc., 900 Walt Whitman Road, Melville, NY 11747, Attn.: Secretary, who will forward such communications to the relevant addressee. We will generally not forward to the directors shareholder communications that merely request general information about us.

Code of Ethics

We have adopted a formal code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We will provide a copy of our code of ethics to any person without charge, upon request. For a copy of our code of ethics write to Secretary, CopyTele, Inc., 900 Walt Whitman Road, Melville, NY 11747.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Common Stock with the SEC. Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based upon a review of these filings, we believe that all required Section 16(a) fillings were made on a timely basis during fiscal year 2010.

Transactions with Related Persons

On February 8, 2011, we sold 7,000,000 unregistered shares of our Common Stock in a private placement to ten accredited investors, including Denis A. Krusos, the Company’s Chairman and Chief Executive Officer, Henry P. Herms, the Company’s Chief Financial Officer and director, and Lewis H. Titterton and George P. Larounis, directors of the Company, at a price of $0.1786 per share, or proceeds of $1,250,000. In conjunction with the sale of the Common Stock, we issued the investors warrants to purchase 7,000,000 unregistered shares of our Common Stock. Each warrant grants the holder the right to purchase one share of our Common Stock (or 7,000,000 shares of Common Stock in the aggregate) at the purchase price of $0.1786 per share on or before February 8, 2016. Warrants issued to investors who are officers and/or directors included a “cashless exercise” provision.

As more fully disclosed in the Company’s Form 10-K for the fiscal year ended October 31, 2010, Videocon and Mars Overseas are related persons under Item 404 due to Mars Overseas’ beneficial ownership of more than five percent (5%) of our outstanding Common Stock. Under the terms of the License Agreement with Videocon, Videocon was required to pay us a non-refundable technology transfer license fee of $11 million, of which $2 million was paid in May 2008, and the balance was scheduled to be paid, as follows: $1.5 million in February 2009, $2.5 million in November 2009, and $5 million in August 2010. However, as more fully described in “Item 1. Business” of the Company’s Form 10-K for the fiscal year ended October 31, 2010, we have agreed to defer a portion of these payments. Videocon is also required to pay us a royalty of six percent of the Ex-Factory Price (defined in the License Agreement to be the selling price of the products/goods less any costs incidental to the delivery of the goods to the customer) on the first $5,000,000 of display sales (at the Ex-Factory Price) by Videocon, and with respect to all display sales in excess of $5,000,000 (at the Ex-Factory Price), (i) three percent of Ex-Factory Price with respect to sales made on or prior to the seventh anniversary of the effective date of the License Agreement and (ii) one percent of the Ex-Factory Price with respect to sales made after the seventh anniversary of the effective date of the License Agreement; provided that the royalty may increase under other certain circumstances as a result of significant improvements in the Licensed Technology, as defined in the License Agreement.

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Related Person Transaction Approval Policy

Our Board of Directors review and approve all transactions between us and a related person, to the extent required by applicable rules and regulations. Generally, management would present to the Board of Directors for approval at the next regularly scheduled Board meeting any related person transactions proposed to be entered into by us.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion and Analysis

The following discusses our executive compensation philosophy, decisions and practices for fiscal year 2010. As a small company with only 20 employees and a small management team, we have implemented a simple and modest compensation structure based on our overall goal to ensure that the total compensation paid to our executives is fair, reasonable and competitive. 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 as described in more detail below.

Philosophy and Objectives

Our philosophy towards executive compensation is to create both short-term and long-term incentives based on the following principles:

• Total compensation opportunities should be competitive. We believe that our overall compensation program should be competitive so that we can attract, motivate and retain highly qualified executives.

• Total compensation should be related to our performance. We believe that our executives’ total compensation should be linked to achieving specified financial objectives which we believe will create stockholder value.

• Total compensation should be related to executive’s performance. We believe that our executives’ total compensation should reward individual performance achievements and encourage individual contributions to achieve better performance.

• Equity awards help executives think like stockholders. We believe that our executives’ total compensation should have an equity component because stock based equity awards help reinforce our executives’ long-term interest in our overall performance and thereby align the interests of our executives with the interests of our stockholders.

Role of our Board of Directors

Our Board of Directors is primarily responsible for determining executive compensation and employee benefit plans. Our Board of Directors evaluates the performance of our Chief Executive Officer, Mr. Denis A. Krusos, directly. Mr. Krusos is not present during the Board of Directors deliberations as to his compensation.

With respect to senior management other than Mr. Krusos, Mr. Krusos participates in the decision-making by making recommendations to the Board of Directors. After informal discussion regarding such

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recommendations, the Board of Directors vote on any recommended compensation changes. Our Board of Directors do not utilize any particular formula in determining any compensation changes but instead exercises its business judgment in view of our overall compensation philosophy and objectives.

Elements of Executive Compensation

Our executive compensation consists primarily of two elements: (1) base salary and (2) stock options under our stock equity incentive plans. Our Board of Directors do not follow a specific set of guidelines or formulas in determining the amount and mix of compensation elements. We seek to reward shorter-term performance through base salary and longer-term performance through stock options granted under our stock equity incentive plans.

Base Salary

In setting salaries for fiscal year 2010, the Board of Directors considered several factors to help evaluate the reasonableness and competitiveness of the Company’s base salaries. The Board of Directors initially determines base salary for each executive based on the executive’s salary for the prior fiscal year. The Board of Directors then considers the level of job responsibilities, the executive’s experience and tenor and the executive’s performance in helping the Company achieve certain goals, including (i) development of its flat panel technology, (ii) making business arrangements for licensing its technology, (iii) development of encryption products and (iv) making business arrangements to license and market its encryption products. The Board of Directors give no specific weight to any of the above factors so it is not possible to provide a complete qualitative and quantitative discussion linking the Company’s compensation objectives and policies with the actual salaries paid to our executives.

Because the market for talented executives is extremely competitive, the Board of Directors also considers, from time to time, the form and amount of compensation paid to executives of other companies, compiled from publicly available information. While the Company takes into account competitive market data, it does not target a specific benchmark for compensation from the other companies whose compensation it reviews. To maintain flexibility, the Company also does not target base salary at any particular percent of total compensation. While the Board of Directors can engage compensation consultants to assist with this task, the Board of Directors did not retain any third party consultants or engaged in any formal comparison of compensation of the Company to compensation at other companies during fiscal year 2010. In addition, neither the Board nor management engaged any compensation consultants to provide advice or recommendations on the amount or form of executive and director compensation during the fiscal year 2010. Individual base salaries are reviewed annually.

In setting base salaries for fiscal year 2010, our Board of Directors decided to maintain the base salary for fiscal year 2010 for each of the persons who were “named executive officers” at the same level as their fiscal year 2009 base salary. In making such determination, the Board of Directors did not utilize any particular formula but instead exercised its business judgment in view of its overall compensation philosophy and objectives.

Equity Based Incentives

Our use of equity compensation is driven by our goal of aligning the long-term interests of our executives with our overall performance and the interests of our stockholders. The Board of Directors believes it is important to provide our senior management with stock-based incentive compensation that increases in value in direct correlation with improvement in the performance of our Common Stock. The fundamental philosophy is to link the amount of compensation for an executive to his or her contribution to the Company’s success in achieving financial and other objectives. Equity incentives are not set at any particular percentage of total compensation.

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In general, we grant stock options under stock equity incentive plans to directors, officers, and other employees upon commencement of their employment with us and periodically thereafter. We generally grant stock options at regularly scheduled Board meetings. The option awards are granted at an exercise price equal to the closing price of Common Stock on the grant date (the date the grant is approved). Options for directors and officers generally vest on the date of grant or after a 6 or 12 month period following the grant date, provided the directors or officers remain employed on the vesting date, so that such compensation is at risk of forfeiture based on the directors or officers’ continued service with us.

As with other elements of executive compensation, the determination of stock options granted are not based on complex or extensive quantitative or qualitative factors that lend themselves to substantive disclosure. There were no stock options granted to “named executive officers” during fiscal year 2010.

The stock equity incentive plans also provide for the award of restricted stock, although such awards have not been used in any material respect. No restricted stock was awarded during fiscal year 2010.

Other Benefits

We provide our executives with customary, broad-based benefits that are provided to all employees, including medical insurance, life, and disability insurance. We also provide our executives with certain perquisites which are not a significant element of executive compensation.

Policy on Ownership of Stock and Options

We do not have any policy regarding levels of equity ownership (stock or options) by our executive officers or directors.

Policy on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executive officers named in the proxy statement, unless certain requirements are met. To maintain flexibility in compensating executive officers in a manner designed to aid in retention and promote varying corporate performance objectives, the Board of Directors has not adopted a policy of meeting the Section 162(m) requirements.

Compensation Committee Interlocks and Insider Participation

As disclosed above, the Board of Directors is primarily responsible for overseeing our compensation and employee benefit plans and practices. We do not have a compensation committee or other Board committee that performs equivalent functions. During the last fiscal year, no officer or employee of the Company (other than officers who are also directors of the Company), nor any former officer of the Company, participated in deliberations of the Company’s Board of Directors concerning executive compensation.

Compensation Committee Report

The members of our Board of Directors have reviewed and discussed the above “Compensation Discussion and Analysis” with management. Based upon this review and discussion, the Board recommended that the “Compensation Discussion and Analysis” be included in our Annual Report on Form 10-K for the year ended October 31, 2010.

Denis A. Krusos George P. Larounis Henry P. Herms Lewis H. Titterton Jr.

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Executive Compensation

The following table sets forth certain information for fiscal year ended October 31, 2010, with respect to compensation awarded to, earned by or paid to our Chief Executive Officer and our Chief Financial Officer (the “Named Executive Officers”). No other Named Executive Officer received total compensation in excess of $100,000 during fiscal year 2010.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year		Salary ($)		Bonus ($)		Option Awards ($)(1)		All Other Compensation ($)(2)		Total Compensation ($)
Denis A. Krusos, Chairman of the Board, Chief Executive Officer and Director		2010 2009 2008	$ $ $	250,000 250,000 250,000	$ $ $	—   —   —	$ $ $	—   748,500 967,000	$ $ $	37,524 39,815 33,929	$ $ $	287,524 1,038,315 1,250,929
Henry P. Herms Chief Financial Officer, Vice President- Finance and Director		2010 2009 2008	$ $ $	125,000 125,000 125,000	$ $ $	12,500 —   —	$ $ $	—   74,850 72,525	$ $ $	16,244 18,779 21,777	$ $ $	153,744 218,629 219,302

(1) Amounts in the Option Awards column represent the aggregate grant date fair value of stock option awards made during the fiscal years ended October 31, 2010, 2009 and 2008 for each Named Executive Officer in accordance with Accounting Standards Codification 718 “Stock Compensation” (“ASC 718”). A discussion of assumptions used in valuation of option awards may be found in Note 2 to our Consolidated Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2010.

(2) Amounts in the All Other Compensation column reflect, for each Named Executive Officer, the sum of the incremental cost to us of all perquisites and personal benefits, which consisted solely of auto allowance and related expenses for fiscal years ended October 31, 2010, 2009 and 2008.

The following table sets forth certain information with respect to unexercised stock options held by the Named Executive Officers outstanding on October 31, 2010:

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Option Exercise Price ($)		Option Expiration Date
Denis A. Krusos		250,000 150,000 500,000 500,000 250,000 1,000,000 1,500,000 1,000,000 1,000,000 700,000 1,000,000 1,000,000	$ $ $ $ $ $ $ $ $ $ $ $	0.688 0.400 0.250 0.430 0.810 1.040 0.650 0.520 0.830 0.700 1.170 0.920	1/1/2011 9/19/2011 5/5/2013 2/22/2014 5/10/2014 10/25/2014 2/17/2015 10/30/2015 5/31/2016 11/20/2016 11/11/2017 10/7/2019
Henry P. Herms		100,000 50,000 50,000 70,000 100,000 100,000 50,000 50,000 75,000 100,000	$ $ $ $ $ $ $ $ $ $	0.938 0.688 0.810 1.040 0.650 0.520 0.830 0.700 1.170 0.920	11/19/2010 1/1/2011 5/10/2014 10/25/2014 2/17/2015 10/30/2015 5/31/2016 11/20/2016 11/11/2017 10/7/2019

There were no grants of stock options to the Named Executive Officers during fiscal year 2010.

There were no stock options exercised during fiscal year 2010 by the Named Executive Officers.

Director’s Compensation

There is no present arrangement for cash compensation of directors for services in that capacity. Under the 2003 Plan, and subsequently under the 2010 Plan, each non-employee director is entitled to receive nonqualified stock options to purchase 60,000 shares of Common Stock each year that such director is elected to the Board of Directors. Mr. Larounis received such an award upon his election to our Board of

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Directors at our 2010 Annual Meeting of Shareholders. Upon Mr. Titterton’s appointment to the Board of Directors, he decided to forego any stock options that he was entitled to receive as a non-employee director.

Our employee directors, Denis A. Krusos and Henry P. Herms did not receive any additional compensation for services provided as a director during fiscal year 2010. The following table sets forth compensation of George P. Larounis and Lewis H. Titterton Jr., our non-employee directors for fiscal year 2010:

DIRECTORS COMPENSATION
Name	Option Awards ($) (1)		All Other Compensation ($)		Total Compensation ($)
George P. Larounis	$	8,016		—	$	8,016
Lewis H. Titterton Jr.		—		—		—

(1) Amounts in the Option Awards column represent the aggregate grant date fair value of stock options made during the fiscal year ended October 31, 2010, in accordance with ASC 718. A discussion of assumptions used in valuation of option awards may be found in Note 2 to our Consolidated Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2010. At October 31, 2010, Mr. Larounis and Mr. Titterton held unexercised stock options to purchase 780,000 and -0- shares respectively, of our common stock.

AUDIT COMMITTEE REPORT

Because we no longer have a standing Audit Committee, the following is the report of our entire Board of Directors, including, Messrs. Titterton and Larounis, our independent directors, with respect to our audited financial statements for fiscal year 2010.

Review with Management. Mr. Larounis reviewed and discussed our audited financial statements with management.

Review and Discussions with Independent Auditors. The Board of Directors discussed with KPMG LLP, our independent auditors for the fiscal year ended October 31, 2010, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.

The Board of Directors also received written disclosures and the letter from KPMG LLP regarding their communications with the Board of Directors concerning independence, as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as adopted by the PCAOB in Rule 3600T, and has discussed with KPMG LLP their independence.

Conclusion. Based on the review and discussions referred to above, the Board of Directors determined to include our audited financial statements in our Annual Report on Form 10-K for fiscal year 2010, for filing with the SEC.

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Denis A. Krusos George P. Larounis Henry P. Herms Lewis H. Titterton Jr.

The information contained in the foregoing reports shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate them by reference in such filing.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

(Item 2)

The Board of Directors has appointed the firm of KPMG LLP, an independent registered public accounting firm, to serve as our independent auditors for fiscal year 2011, subject to ratification of this appointment by our stockholders. We have been advised by that firm that neither it nor any member thereof have any direct or material indirect financial interest in CopyTele.

KPMG LLP audited our consolidated financial statements for the fiscal years ended October 31, 2010 and 2009. One or more representatives of KPMG LLP, our independent registered public accounting firm for fiscal year 2010, are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Ratification of the appointment of the independent auditors requires the affirmative vote of the holders of a majority of the shares of Common Stock present or represented by proxy and entitled to vote on such matter at the Annual Meeting.

The Board of Directors recommends a vote FOR this proposal. Proxies received by the Board of Directors will be so voted unless stockholders specify in their proxy a contrary choice.

Principal Accounting Audit Fees and Services

The following table describes fees for professional audit services rendered and billed by KPMG LLP, our present independent registered public accounting firm and principal accountant, from August 2009 through October 31, 2010 for the audit of our annual consolidated financial statements for the fiscal years ended October 31, 2010 and 2009, for review of our quarterly consolidated financial statements for the three month periods ended July 31, 2009, January 31, 2010, April 30, 2010 and July 31, 2010, and for other services during fiscal year 2010, and Grant Thornton LLP, our independent registered public accounting firm and principal accountant during the period from November 1, 2008 through August 2009, for the audit of our annual consolidated financial statements for the fiscal year ended October 31, 2008, for review of our quarterly consolidated financial statements for the three month periods ended January 31, 2009 and April 30, 2009 and for services in connection with our Annual Report on Form 10-K for the fiscal year ended October 31, 2009 and our Form S-8 filed on July 20, 2010.

Type of Fee	2010		2009
Audit Fees (1)	$	420,920	$	517,743
Audit Related Fees (2)		50,000		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	470,920	$	517,743

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(1) Audit fees for fiscal year 2010 represent billed fees for professional services rendered by KPMG LLP and Grant Thornton LLP of $319,000 and $101,920, respectively. Audit Fees for fiscal year 2009 represent billed fees for professional services rendered by KPMG LLP and Grant Thornton LLP of $50,000 and $467,743, respectively.

(2) Audit related fees consist of fees billed by KPMG LLP related to SEC comment letters.

Procedures for Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors. Our Board of Directors is responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between us and our independent registered public accounting firm. KPMG’s engagement to conduct our audit was approved by our Board of Directors on August 11, 2010. We did not enter into any non-audit engagement or relationship with KPMG during fiscal year 2010.

STOCKHOLDER PROPOSALS

All proposals from stockholders to be included in the proxy materials to be distributed by us in connection with the next annual meeting must be received by the Secretary of CopyTele, 900 Walt Whitman Road, Melville, New York 11747, not later than the close of business on August 10, 2012.

In addition, in accordance with Article I, Section 10 of our Amended and Restated By-laws, in order to be properly brought before the next annual meeting, a matter must have been: (i) specified in a written notice of such meeting (or any supplement thereto) given to stockholders of record by or at the direction of the Board of Directors (which would be accomplished if a stockholder proposal were received by the Secretary of the CopyTele as set forth in the preceding paragraph); (ii) brought before such meeting at the direction of the Board of Directors or the Chairman of the meeting; or (iii) specified in a written notice given by or on behalf of a stockholder of record on the record date for such meeting, or a duly authorized proxy for such stockholder, which conforms to the requirements of Article I, Section 10 of our Amended and Restated By-laws and is delivered personally to, or mailed to and received by, the Secretary of CopyTele at the address set forth in the preceding paragraph not less than 45 days prior to the first anniversary of the date of the notice accompanying this Proxy Statement; provided however, that such notice need not be given more than 75 days prior to the next annual meeting.

ANNUAL REPORT

A copy of our Annual Report, including financial statements for fiscal year 2010, accompanies this Proxy Statement.

By Order of the Board of Directors

ANNE ROTONDO

        Secretary

Melville, New York

September 23, 2011

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ANNUAL MEETING OF STOCKHOLDERS OF

COPYTELE, INC.

October 26, 2011

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Annual Report, Notice of Meeting, Proxy Statement

are available at http://www.copytele.com/investors.html

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

i  Please detach along perforated line and mail in the envelope provided.  i

¢        20430000000000000000      8 102611

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

					FOR	AGAINST	ABSTAIN
1. Election of Directors:				2.   RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS OF COPYTELE FOR THE FISCAL YEAR ENDING OCTOBER 31, 2011.	¨	¨	¨
		NOMINEES:
¨	FOR ALL NOMINEES	O     Denis A. Krusos O     Henry P. Herms
¨	WITHHOLD AUTHORITY FOR ALL NOMINEES	O     George P. Larounis O     Lewis H. Titterton		3.   IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.
¨	FOR ALL EXCEPT (See instructions below)			Receipt is acknowledged of Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended October 31, 2010.
INSTRUCTIONS: To withhold authority to vote for any individual      nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:   l
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.			¨

Signature of Stockholder   Date:   Signature of Stockholder   Date:  

n   Note:   Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. n

ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 26, 2011 - 10:30 A.M.

TO BE HELD AT:

FOX HOLLOW

7725 JERICHO TURNPIKE

WOODBURY, NEW YORK 11797

(516) 921-1415

LONG ISLAND EXPRESSWAY TO EXIT 44 NORTH (RT. 135 NORTH) TO EXIT 14 EAST (WOODBURY 25 EAST). NORTHERN STATE PARKWAY TO EXIT 36B NORTH (RT. 135 NORTH) TO EXIT 14 EAST (WOODBURY 25 EAST). BELT PARKWAY TO SOUTHERN STATE PARKWAY TO EXIT 28A NORTH (RT. 135 NORTH) TO EXIT 14 EAST. AT EXIT 14 EAST, BEAR RIGHT AND MAKE A RIGHT TURN ONTO JERICHO TURNPIKE (25 EAST).

FOX HOLLOW IS ON LEFT SIDE AFTER FIRST TRAFFIC LIGHT.

ÿ                     ¢

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

COPYTELE, INC.

Annual Meeting of Stockholders – October 26, 2011

THE UNDERSIGNED stockholder of CopyTele, Inc., hereby appoints DENIS A. KRUSOS and HENRY P. HERMS, or either of them, with full power of substitution, as the proxy or proxies of the undersigned at the Annual Meeting of Stockholders of CopyTele to be held at the Fox Hollow, Woodbury, New York, on October 26, 2011, at 10:30 a.m., and any adjournment(s) or postponement(s) thereof, and to vote thereat all shares of Common Stock of CopyTele which the undersigned would be entitled to vote if personally present in accordance with the instructions on the reverse side of this Proxy.

The shares represented by this Proxy will be voted as specified on the reverse side hereof, but if no specification is made, the proxies intend to vote FOR the election of all nominees as directors, FOR the ratification of the selection of auditors and, in the discretion of such proxies, for or against such other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

(Continued and to be signed on the reverse side)

¢ 14475  ¢