As filed with the Securities and Exchange Commission on January 9, 2001
                                                      Registration No. 333-_____

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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. 2000 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)








<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S>                                       <C>                        <C>                    <C>                      <C>
    Title of Each Class of                    Amount to be             Proposed Maximum        Proposed Maximum         Amount of
  Securities to be Registered                Registered (1)          Offering Price Per       Aggregate Offering    Registration Fee
                                                                           Share(2)               Price(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share     5,000,000 shares (3)           $0.785                $3,925,000             $981.25
====================================================================================================================================
</TABLE>
(1) Plus such  indeterminate  number of shares of Common Stock of the Registrant
as may be issued to  prevent  dilution  resulting  from stock  dividends,  stock
splits or similar  transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2)  Estimated  pursuant to Rule 457(h) and Rule 457(c)  under the
Securities Act of 1933,  based upon the average of the high and low sales prices
of the  Registrant's  Common Stock on the Nasdaq  National  Market on January 4,
2001.
(3) Represents the  registration  of shares of Common Stock issuable under
the CopyTele, Inc. 2000 Share Incentive Plan.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement will be sent or given to plan  participants as specified
by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the  "Securities
Act").  Such  documents  are  not  required  to be and are not  filed  with  the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                       1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed with the Commission by CopyTele,  Inc. (the
"Company") are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
October 31, 1999.

     (b) The Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended January 31, 2000,  April 30, 2000, and July 31, 2000.

     (c) The description of the Company's Common Stock, par value $.01 per share
(the "Common Stock"),  contained in the Company's Registration Statement on Form
8-A filed with the  Commission  pursuant  to Section 12 of the  Exchange  Act on
October 24,  1983,  including  any  amendment or report filed for the purpose of
updating such description.

     All documents subsequently filed by the Company with Commission pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

               Not applicable.

Item 5. Interests of Named Experts and Counsel.

               Not applicable.

Item 6. Indemnification of Directors and Officers.

     Generally,  Section  145 of the  General  Corporation  Law of the  State of
Delaware  permits a corporation to indemnify  certain persons made a party to an
action,  by reason of the fact that such person is or was a  director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer, employee or agent of another corporation or
enterprise.  In the case of an action by or in the right of the corporation,  no
indemnification may be made in respect of any matter as to which that person was
adjudged liable for negligence or misconduct in the performance of that person's
duty to the  corporation  unless the Delaware  Court of Chancery or the court in
which the action  was  brought  determines  that  despite  the  adjudication  of
liability that person is fairly and reasonably  entitled to indemnity for proper
expenses.  To the extent that person has been  successful  in the defense of any
matter,   that  person  shall  be  indemnified  against  expenses  actually  and
reasonably incurred by him.

                                      II-1
<PAGE>


     Article  XIII of the By-Laws of the Company  contain  provisions  which are
designed to provide mandatory  indemnification  of directors and officers of the
Company to the full extent  permitted by law, as now in effect or later amended.
The Company's By-Laws, as amended and restated,  are filed as an Exhibit to this
Registration Statement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling  the Company as
disclosed  above,  the  Company  has been  informed  that in the  opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

          4(a) - Certificate of Incorporation of the Company, as amended,  filed
               as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
               the quarter ended July 31, 1992 (incorporated by reference).

          4(b) - By-Laws of the  Company,  as  amended  and  restated,  filed as
               Exhibit 4(b) to the Company's Registration Statement on Form S-8,
               Registration No. 33-49402 (incorporated by reference).

          4(c) - CopyTele,  Inc. 2000 Share Incentive Plan,  filed as Annex A to
               the Company's Proxy  Statement dated June 12, 2000  (incorporated
               by reference).

          5    - Opinion and consent of Weil, Gotshal & Manges LLP.

          23(a) - Consent of Arthur Andersen LLP.

          23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

          24   - Power  of  Attorney  (included  as  part  of this  Registration
               Statement).

Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

                                      II-2
<PAGE>

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent no more than a 20 percent change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

          provided,  however,  that  paragraph  (a)(1)(i) and  (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by the foregoing  paragraphs is contained in period  reports
          filed by the Company  pursuant  to Section 13 or Section  15(d) of the
          Exchange Act that are  incorporated  by reference in the  Registration
          Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  Registration  Statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of  the  Exchange  Act  that  is  incorporated  by  reference  in  the
          Registration  Statement  shall  be  deemed  to be a  new  Registration
          Statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (h)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the  registrant  pursuant to the foregoing  provisions,  or
          otherwise,  the registrant has been advised that in


                                      II-3
<PAGE>

          the  opinion  of  the   Securities   and  Exchange   Commission   such
          indemnification   is  against   public  policy  as  expressed  in  the
          Securities Act and is, therefore,  unenforceable.  In the event that a
          claim for  indemnification  against such  liabilities  (other than the
          payment by the registrant of expenses  incurred or paid by a director,
          officer or  controlling  person of the  registrant  in the  successful
          defense  of any  action,  suit  or  proceeding)  is  asserted  by such
          director,  officer  or  controlling  person  in  connection  with  the
          securities  being  registered,  the  registrant  will,  unless  in the
          opinion  of  counsel  the  matter  has  been  settled  by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed  in the  Securities  Act and will be  governed  by the final
          adjudication of such issue.

                                      II-4
<PAGE>


                                   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 Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized at Melville, State of New York, on this 9th day of January, 2001.

                                                 CopyTele, Inc.

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


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  each of Denis A. Krusos and Frank J.  DiSanto
acting individually,  his true and lawful  attorney-in-fact and agent, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

Signature                                 Title                                                        Date
---------                                 -----                                                        ----
<S>                                       <C>                                                         <C>
Denis A. Krusos                           Chairman of the Board, Chief Executive Officer              January 9, 2001
---------------                           and Director (Principal Executive Officer)
Denis A. Krusos

Frank J. DiSanto                          President and Director                                      January 9, 2001
----------------
Frank J. DiSanto

Henry Herms                               Vice President-Finance and Chief Financial                  January 9, 2001
-----------                               Officer (Principal Financial and Accounting Officer)
Henry Herms

Anthony Bowers                            Director                                                    January 9, 2001
--------------
Anthony Bowers

George P. Larounis                        Director                                                    January 9, 2001
------------------
George P. Larounis

Lewis H. Titterton                        Director                                                    January 9, 2001
------------------
Lewis H. Titterton
</TABLE>

<PAGE>
                                  EXHIBIT INDEX


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

   4(a) - Certificate of  Incorporation of the Company,  as amended,  filed as
          Exhibit  3.1 to the  Company's  Quarterly  Report on Form 10-Q for the
          quarter ended July 31, 1992 (incorporated by reference).

   4(b) - By-Laws of the Company,  as amended and  restated,  filed as Exhibit
          4(b) to the Company's Registration Statement on Form S-8, Registration
          No. 33-49402 (incorporated by reference).

   4(c) - CopyTele,  Inc. 2000 Share Incentive  Plan,  filed as Annex A to the
          Company's  Proxy  Statement  dated  June  12,  2000  (incorporated  by
          reference).

   5    - Opinion and consent of Weil, Gotshal & Manges LLP.

   23(a) - Consent of Arthur Andersen LLP.

   23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18594}]
{"company-data": {"conformed-name": "COPYTELE INC", "cik": "0000715446", "assigned-sic": "3577", "irs-number": "112622630", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53416", "film-number": "1504690"}, "business-address": {"street1": "900 WALT WHITMAN RD", "city": "HUNTINGTON STATION", "state": "NY", "zip": "11746", "phone": "5165495900"}, "mail-address": {"street1": "900 WALT WHITMNA ROAD", "city": "HUNTINGTON STATION", "state": "NY", "zip": "11746"}}
As filed with the Securities and Exchange Commission on January 9, 2001
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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. 2000 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)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of                    Amount to be             Proposed Maximum        Proposed Maximum         Amount of
  Securities to be Registered                Registered (1)          Offering Price Per       Aggregate Offering    Registration Fee
                                                                           Share(2)               Price(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share     5,000,000 shares (3)           $0.785                $3,925,000             $981.25
====================================================================================================================================
(1) Plus such  indeterminate  number of shares of Common Stock of the Registrant
as may be issued to  prevent  dilution  resulting  from stock  dividends,  stock
splits or similar  transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2)  Estimated  pursuant to Rule 457(h) and Rule 457(c)  under the
Securities Act of 1933,  based upon the average of the high and low sales prices
of the  Registrant's  Common Stock on the Nasdaq  National  Market on January 4,
2001.
(3) Represents the  registration  of shares of Common Stock issuable under
the CopyTele, Inc. 2000 Share Incentive Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement will be sent or given to plan  participants as specified
by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the  "Securities
Act").  Such  documents  are  not  required  to be and are not  filed  with  the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed with the Commission by CopyTele,  Inc. (the
"Company") are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
October 31, 1999.

     (b) The Company's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended January 31, 2000,  April 30, 2000, and July 31, 2000.

     (c) The description of the Company's Common Stock, par value $.01 per share
(the "Common Stock"),  contained in the Company's Registration Statement on Form
8-A filed with the  Commission  pursuant  to Section 12 of the  Exchange  Act on
October 24,  1983,  including  any  amendment or report filed for the purpose of
updating such description.

     All documents subsequently filed by the Company with Commission pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

               Not applicable.

Item 5. Interests of Named Experts and Counsel.

               Not applicable.

Item 6. Indemnification of Directors and Officers.

     Generally,  Section  145 of the  General  Corporation  Law of the  State of
Delaware  permits a corporation to indemnify  certain persons made a party to an
action,  by reason of the fact that such person is or was a  director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
corporation as a director,  officer, employee or agent of another corporation or
enterprise.  In the case of an action by or in the right of the corporation,  no
indemnification may be made in respect of any matter as to which that person was
adjudged liable for negligence or misconduct in the performance of that person's
duty to the  corporation  unless the Delaware  Court of Chancery or the court in
which the action  was  brought  determines  that  despite  the  adjudication  of
liability that person is fairly and reasonably  entitled to indemnity for proper
expenses.  To the extent that person has been  successful  in the defense of any
matter,   that  person  shall  be  indemnified  against  expenses  actually  and
reasonably incurred by him.

                                      II-1
Article  XIII of the By-Laws of the Company  contain  provisions  which are
designed to provide mandatory  indemnification  of directors and officers of the
Company to the full extent  permitted by law, as now in effect or later amended.
The Company's By-Laws, as amended and restated,  are filed as an Exhibit to this
Registration Statement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling  the Company as
disclosed  above,  the  Company  has been  informed  that in the  opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

          4(a) - Certificate of Incorporation of the Company, as amended,  filed
               as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
               the quarter ended July 31, 1992 (incorporated by reference).

          4(b) - By-Laws of the  Company,  as  amended  and  restated,  filed as
               Exhibit 4(b) to the Company's Registration Statement on Form S-8,
               Registration No. 33-49402 (incorporated by reference).

          4(c) - CopyTele,  Inc. 2000 Share Incentive Plan,  filed as Annex A to
               the Company's Proxy  Statement dated June 12, 2000  (incorporated
               by reference).

          5    - Opinion and consent of Weil, Gotshal & Manges LLP.

          23(a) - Consent of Arthur Andersen LLP.

          23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

          24   - Power  of  Attorney  (included  as  part  of this  Registration
               Statement).

Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

                                      II-2
(ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent no more than a 20 percent change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

          provided,  however,  that  paragraph  (a)(1)(i) and  (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by the foregoing  paragraphs is contained in period  reports
          filed by the Company  pursuant  to Section 13 or Section  15(d) of the
          Exchange Act that are  incorporated  by reference in the  Registration
          Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  Registration  Statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of  the  Exchange  Act  that  is  incorporated  by  reference  in  the
          Registration  Statement  shall  be  deemed  to be a  new  Registration
          Statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (h)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the  registrant  pursuant to the foregoing  provisions,  or
          otherwise,  the registrant has been advised that in

                                      II-3
the  opinion  of  the   Securities   and  Exchange   Commission   such
          indemnification   is  against   public  policy  as  expressed  in  the
          Securities Act and is, therefore,  unenforceable.  In the event that a
          claim for  indemnification  against such  liabilities  (other than the
          payment by the registrant of expenses  incurred or paid by a director,
          officer or  controlling  person of the  registrant  in the  successful
          defense  of any  action,  suit  or  proceeding)  is  asserted  by such
          director,  officer  or  controlling  person  in  connection  with  the
          securities  being  registered,  the  registrant  will,  unless  in the
          opinion  of  counsel  the  matter  has  been  settled  by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed  in the  Securities  Act and will be  governed  by the final
          adjudication of such issue.

                                      II-4
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 Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized at Melville, State of New York, on this 9th day of January, 2001.

                                                 CopyTele, Inc.

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

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  each of Denis A. Krusos and Frank J.  DiSanto
acting individually,  his true and lawful  attorney-in-fact and agent, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.
Signature                                 Title                                                        Date
---------                                 -----                                                        ----
Denis A. Krusos                           Chairman of the Board, Chief Executive Officer              January 9, 2001
---------------                           and Director (Principal Executive Officer)
Denis A. Krusos

Frank J. DiSanto                          President and Director                                      January 9, 2001
----------------
Frank J. DiSanto

Henry Herms                               Vice President-Finance and Chief Financial                  January 9, 2001
-----------                               Officer (Principal Financial and Accounting Officer)
Henry Herms

Anthony Bowers                            Director                                                    January 9, 2001
--------------
Anthony Bowers

George P. Larounis                        Director                                                    January 9, 2001
------------------
George P. Larounis

Lewis H. Titterton                        Director                                                    January 9, 2001
------------------
Lewis H. Titterton
EXHIBIT INDEX

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

   4(a) - Certificate of  Incorporation of the Company,  as amended,  filed as
          Exhibit  3.1 to the  Company's  Quarterly  Report on Form 10-Q for the
          quarter ended July 31, 1992 (incorporated by reference).

   4(b) - By-Laws of the Company,  as amended and  restated,  filed as Exhibit
          4(b) to the Company's Registration Statement on Form S-8, Registration
          No. 33-49402 (incorporated by reference).

   4(c) - CopyTele,  Inc. 2000 Share Incentive  Plan,  filed as Annex A to the
          Company's  Proxy  Statement  dated  June  12,  2000  (incorporated  by
          reference).

   5    - Opinion and consent of Weil, Gotshal & Manges LLP.

   23(a) - Consent of Arthur Andersen LLP.

   23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).