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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A
                                (Amendment No. 1)


[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 1996

                                       or

[_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from
         ___________ to ___________

                         Commission file number: 0-11254

                                 COPYTELE, INC.
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             (Exact Name of Registrant as Specified in its Charter)

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

                              900 WALT WHITMAN ROAD
                          HUNTINGTON STATION, NY 11746
                                 (516) 549-5900
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    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

           Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of Each Exchange
     Title of Each Class                               on Which Registered
     -------------------                               -------------------

            NONE                                              NONE


           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE
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                                (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [x].

Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of January 22, 1997,
computed by reference to the closing sale price of the registrant's Common Stock
on the NASDAQ National Market System on such date ($7.00): $336,882,112.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [_] No [_]

On January 22, 1997, the registrant had 57,465,656 shares of Common Stock, par
value $.01 per share, which is the registrant's only class of common stock.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      NONE
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<PAGE>

Item 5.  Market for the Registrant's Common Equity and
         Related Stockholder Matters.

The common stock of the Company has been traded on the National Association of
Securities Dealers, Inc. Automated Quotation National Market System ("NASDAQ -
NMS"), the automated quotation system of the National Association of Securities
Dealers, Inc. ("NASD") under the symbol "COPY", since October 6, 1983, the date
public trading of the Company's common stock commenced. The high and low sales
prices as reported by NASDAQ for each quarterly fiscal period, adjusted for the
two-for-one stock split declared in May 1996, during the Company's fiscal years
ended October 31, 1995 and 1996 have been as follows:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
             Fiscal Period                              High                                  Low
-------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                                   <C>  
           1st quarter 1995                            $4.44                                 $2.38
           2nd quarter 1995                             4.13                                  2.82
           3rd quarter 1995                             5.50                                  3.19
           4th quarter 1995                             5.25                                  3.44
-------------------------------------------------------------------------------------------------------------------
           1st quarter 1996                             5.56                                  4.06
           2nd quarter 1996                             6.06                                  4.63
           3rd quarter 1996                             9.88                                  5.25
           4th quarter 1996                             7.63                                  5.25
-------------------------------------------------------------------------------------------------------------------
</TABLE>

As of January 22, 1997 the approximate number of record holders of common stock
of the Company was 1,025.

No cash dividends have been paid on the common stock of the Company since its
inception and the Company has no present intention to pay any cash dividends in
the foreseeable future.

On October 11, 1996, Denis Z. Krusos and Peri D. Krusos, the son and daughter,
respectively, of Denis A. Krusos, each exercised warrants to purchase 34,500
shares of common stock at an exercise price of approximately $4.84 per share for
an aggregate purchase price of approximately $334,000. The exercise price
represented the fair market value of the common stock on the date of issuance of
the warrants, subsequently adjusted for the two-for-one stock splits declared by
the Company in February 1991 and May 1996 and the anti-dilution provisions of
the warrants. The exemption from registration relied upon for the sale of the
common stock was Section 4(2) of the Securities Act of 1933, as amended.

See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" for information with respect to
certain minimum listing requirements for the NASDAQ - NMS.


<PAGE>

                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                     COPYTELE, INC.

                                                     By:/s/ Denis A. Krusos
                                                        ----------------------
                                                     Denis A. Krusos
                                                     Chairman of the Board and
January 31, 1997                                     Chief Executive Officer