SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended April 30, 2000
                               --------------

Commission file number 0-11254
                       -------

                                 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, NY                                               11747
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


                                 (631) 549-5900
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


     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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

Number of shares of common stock, par value
$.01 per share, outstanding as of June 7, 2000:              63,084,526   shares
                                                             -------------------


                                       1
<PAGE>



                                TABLE OF CONTENTS
                                -----------------


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed  Balance Sheets as of April 30, 2000 (Unaudited) and October
         31, 1999

         Condensed  Statements  of  Operations  (Unaudited)  for the six months
         ended  April 30, 2000 and 1999,  and for the period  from  November 5,
         1982 (Inception) through April 30, 2000

         Condensed  Statements of Operations  (Unaudited)  for the three months
         ended April 30, 2000 and 1999

         Condensed Statement of Shareholders' Equity (Unaudited) for the period
         from November 5, 1982 (Inception) through April 30, 2000

         Condensed  Statements  of Cash  Flows  (Unaudited)  for the six months
         ended  April 30, 2000 and 1999,  and for the period  from  November 5,
         1982 (Inception) through April 30, 2000

         Notes to Condensed Financial Statements (Unaudited)

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Part II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

Item 6.  Exhibits and Reports on Form 8-K

         Signatures





                                       2
<PAGE>

                         Part I - FINANCIAL INFORMATION
                         ------------------------------

Item 1. Financial Statements
        --------------------
<TABLE>
<CAPTION>
                                  COPYTELE,INC.
                                  -------------
                         (Development Stage Enterprise)
                         ------------------------------
                            CONDENSED BALANCE SHEETS
                            ------------------------

                                                                                     Unaudited
                                                                                      April 30,        October 31,
                              ASSETS                                                    2000              1999
                              ------                                                 ---------         -----------
<S>                                                                                 <C>                 <C>
CURRENT ASSETS:
  Cash (including cash equivalents and interest bearing accounts of
    $3,456,336 and $1,531,254, respectively)                                         $3,588,909         $1,587,830
  Marketable securities, at cost                                                         96,873            488,038
  Inventory                                                                           4,360,349          4,538,608
  Prepaid expenses and other current assets (including amounts due from
    Joint Venture of approximately $862,000)                                          1,264,098            929,099
                                                                                      ---------            -------
                      Total current assets                                            9,310,229          7,543,575


PROPERTY AND EQUIPMENT, net                                                             403,400            531,155

OTHER ASSETS                                                                             26,231             26,814

DEFERRED TAX BENEFITS (net of valuation allowance of
  $34,739,000 and $33,026,000, respectively)                                               -                  -
                                                                                     ----------        -----------
                                                                                     $9,739,860         $8,101,544
                                                                                     ==========        ===========
               LIABILITIES AND SHAREHOLDERS' EQUITY
               ------------------------------------

CURRENT LIABILITIES:
  Accounts payable (including amounts due to Joint Venture of
    approximately $862,000)                                                          $1,949,302         $1,546,494
  Accrued liabilities                                                                   126,071            270,273
                                                                                      ---------          ---------
                      Total current liabilities                                       2,075,373          1,816,767


SHAREHOLDERS' EQUITY:
  Preferred stock, par value $100 per share; authorized 500,000 shares;
    no shares outstanding                                                                  -                 -
  Common stock, par value $.01 per share; authorized 240,000,000
    shares; outstanding 62,941,276 and 60,057,376 shares, respectively                  629,413            600,574
  Additional paid-in capital                                                         59,776,048         55,844,128
  Accumulated (deficit) during development stage                                    (52,740,974)       (50,159,925)
                                                                                    -----------         -----------
                                                                                      7,664,487          6,284,777
                                                                                    -----------         -----------
                                                                                     $9,739,860         $8,101,544
                                                                                    ===========         ===========
 </TABLE>
The accompanying notes to condensed financial statements are an integral part of
these balance sheets.

                                       3


<PAGE>
<TABLE>
<CAPTION>

                                 COPYTELE, INC.
                                 --------------
                         (Development Stage Enterprise)
                         ------------------------------
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 ----------------------------------------------



                                                                           For the six months                    For the period from
                                                                             ended April 30,                       November 5, 1982
                                                            ------------------------------------------------     (Inception) through
                                                                     2000                      1999                  April 30, 2000
                                                            ---------------------     ----------------------   --------------------

<S>                                                         <C>                        <C>                       <C>
SALES                                                              $698,392                  $  -                      $745,269

COST OF SALES                                                       391,579                     -                       428,883
                                                            --------------------     ----------------------   --------------------
  Gross profit                                                      306,813                     -                       316,386

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including
  research and development expenses of approximately
  $1,330,000, $1,479,000 and
  $32,804,000, respectively)                                      2,875,800                  3,012,135               56,750,651
                                                            --------------------     ----------------------   ---------------------

LOSS FROM AND IMPAIRMENT OF
  INVESTMENT IN JOINT VENTURE                                        64,040                    113,095                1,289,040
                                                            --------------------     ----------------------   ---------------------

INTEREST INCOME                                                      51,978                     96,775                4,982,331
                                                            --------------------     ----------------------   ---------------------

NET LOSS                                                        $(2,581,049)               $(3,028,455)            $(52,740,974)
                                                            ====================     ======================   =====================

NET LOSS PER SHARE OF COMMON STOCK: Basic and Diluted                $(0.04)                    $(0.05)                  $(1.10)
                                                            ====================     ======================   =====================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: Basic and
  Diluted                                                        61,433,918                 58,190,083               47,763,991
                                                            ====================     ======================   =====================


</TABLE>
The accompanying notes to condensed financial statements are an integral part of
these statements.



                                       4

<PAGE>
<TABLE>
<CAPTION>

                                 COPYTELE, INC.
                                 --------------
                         (Development Stage Enterprise)
                         ------------------------------
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                 ----------------------------------------------



                                                                           For the three months
                                                                              ended April 30,
                                                            ------------------------------------------------
                                                                    2000                      1999
                                                            ---------------------     ----------------------

<S>                                                          <C>                       <C>
SALES                                                             $421,600                  $   -

COST OF SALES                                                      184,514                      -
                                                            ---------------------     ----------------------
  Gross profit                                                     237,086                      -

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including
  research and development expenses of approximately
  $689,000 and $751,000, respectively)                           1,463,471                  1,596,853
                                                            ---------------------     ----------------------

LOSS FROM AND IMPAIRMENT OF INVESTMENT IN
  JOINT VENTURE                                                     54,000                     44,467
                                                            ---------------------     ----------------------

INTEREST INCOME                                                     33,990                     43,948
                                                            ---------------------     ----------------------

NET LOSS                                                       $(1,246,395)               $(1,597,372)
                                                            =====================     ======================

NET LOSS PER SHARE OF COMMON STOCK: Basic and Diluted               $(0.02)                    $(0.03)
                                                            =====================     ======================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: Basic
  and Diluted                                                   62,565,329                 58,468,576
                                                            =====================     ======================

</TABLE>

The accompanying notes to condensed financial statements are an integral part of
these statements.

                                        5


<PAGE>
<TABLE>
<CAPTION>
                                 COPYTELE, INC.
                                 --------------
                         (Development Stage Enterprise)
                         ------------------------------
                   CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
                   -------------------------------------------
 FOR THE PERIOD FROM NOVEMBER 5, 1982 (INCEPTION) THROUGH APRIL 30, 2000 (UNAUDITED)
 ----------------------------------------------------------------------------------

                                                                                                                      Accumulated
                                                                                                    Additional      (Deficit) During
                                                                         Common Stock                 Paid-in          Development
                                                                     Shares      Par Value            Capital            Stage
                                                               --------------------------------    ------------     ----------------
<S>                                                             <C>               <C>               <C>             <C>
BALANCE, November 5, 1982 (Inception)                                  -              $ -              $ -                $ -
Sale of common stock, at par, to incorporators on November
  8, 1982                                                          1,470,000         14,700              -                  -
Sale of common stock, at $.10 per share, primarily to
  officers and employees from November 9, 1982 to November
  30, 1982                                                           390,000          3,900            35,100               -
Sale of common stock, at $2 per share, in private offering
  from  January 24, 1983 to March 28, 1983                           250,000          2,500           497,500               -
Sale of common stock, at $10 per share, in public offering on
  October 6, 1983, net of underwriting discounts of $1 per
  share                                                              690,000          6,900         6,203,100               -
Sale of 60,000 warrants to representative of underwriters, at
  $.001 each, in conjunction with public offering                      -                 -                 60               -
Costs incurred in conjunction with private and public
  offerings                                                            -                 -           (362,030)              -
Common stock issued, at $12 per share, upon exercise of
  57,200 warrants from February 5, 1985 to October 16, 1985,
  net of registration costs                                           57,200            572           630,845               -
Proceeds from sales of common stock by individuals from
  January 29, 1985 to October 4, 1985 under agreements with
  the Company, net of costs incurred by the Company                    -                 -            298,745               -
Restatement as of October 31, 1985 for three-for-one stock
  split                                                            5,714,400         57,144           (57,144)              -
Common stock issued, at $4 per share, upon exercise of 2,800
  warrants in December 1985                                            8,400             84            33,516               -
Sale of common stock, at market, to officers on January 9,
  1987 and April 22, 1987 and to members of their immediate
  families on July 28, 1987                                           67,350            674           861,726               -
Restatement as of July 31, 1987 for five-for-four stock
  split                                                            2,161,735         21,617           (21,617)              -
Fractional share payments in conjunction with five-for-four
  stock split                                                          -                 -             (1,345)              -
Sale of common stock, at market, to members of officers'
  immediate families from September 10,1987 to December 4,
  1990 and to officers on October 29, 1987 and February 26,
  1989                                                               628,040          6,280         6,124,031               -
Sale of common stock, at market, to senior level
  personnel on February 26, 1989                                      29,850            299           499,689               -

                                                                                                                         Continued
</TABLE>
                                       6
<PAGE>
<TABLE>
<CAPTION>



                                 COPYTELE, INC.
                                 --------------
                         (Development Stage Enterprise)
                         ------------------------------
                   CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
                   -------------------------------------------
 FOR THE PERIOD FROM NOVEMBER 5, 1982 (INCEPTION) THROUGH APRIL 30, 2000 (UNAUDITED)
 -----------------------------------------------------------------------------------


                                    Continued
                                    ---------


                                                                                                                       Accumulated
                                                                                                    Additional      (Deficit) During
                                                                       Common Stock                   Paid-in          Development
                                                                   Shares       Par  Value            Capital             Stage
                                                               ---------------------------------   ----------------  ---------------
<S>                                                             <C>              <C>              <C>                <C>
Sale of common stock, at market, to unrelated party on
  February 26, 1989 amended on March 10, 1989                         35,820           358             599,627              -
Restatement as of January 31, 1991 for
  two-for-one stock split                                         11,502,795       115,028            (115,028)             -
Sale of common stock, at market, to members of officers'
  immediate families from April 26, 1991 to October 27,
  1992                                                               261,453         2,615            2,788,311             -
Common stock issued upon exercise of warrants by
  members of officers' immediate families on various
  dates from September 1993 through March 1996                       579,800         5,798            2,651,462             -
Common stock issued upon exercise of stock options
  from December 16, 1992 to June 12, 1996                          4,535,340        45,353           28,197,223             -
Restatement as of June 17, 1996 for two-for-one stock
  split                                                           28,382,183       283,822             (283,822)            -
Common stock issued upon exercise of warrants by
  members of officers' immediate families on various
  dates in July and October, 1996, and March 1997                    206,610         2,066            1,062,167             -
Common stock issued upon purchase of equipment                        15,000           150               74,850             -
Common stock issued upon exercise of stock options
  from July 1996 to October 1999 under stock option plans,
  net of registration costs                                        1,771,400        17,714            4,414,412             -
Sale of common stock, at market, to a related party and
  other unrelated parties in April and September, 1999             1,300,000        13,000            1,461,500             -
Stock options granted to consultants                                    -             -                 385,700             -
Common stock issued upon exercise of stock options
  from November 1999 to April 2000 under stock option plans        2,267,400        22,674            3,003,050             -
Sale of common stock, at market, to unrelated parties in
  January and March 2000, net of listing fees                        616,500         6,165              794,420             -
Accumulated (deficit) during development stage                        -                 -                  -           (52,740,974)
                                                               --------------    ------------      -------------     --------------
BALANCE, April 30, 2000                                           62,941,276      $629,413          $59,776,048       $(52,740,974)
                                                               ==============    ============      =============     ==============

</TABLE>

The accompanying notes to condensed financial statements are an integral part of
these statements.

                                       7
<PAGE>
<TABLE>
<CAPTION>

                                 COPYTELE, INC.
                                 --------------
                         (Development Stage Enterprise)
                         ------------------------------
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 ----------------------------------------------

                                                                                For the six
                                                                               months ended                      For the period from
                                                                                 April 30,                         November 5, 1982
                                                               ------------------------------------------        (Inception) through
                                                                      2000                      1999                April 30, 2000
                                                               --------------------      -----------------    ----------------------
<S>                                                            <C>                        <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Payments to suppliers, employees and
  consultants                                                    $(2,583,142)               $(2,729,146)              $(58,344,996)
Cash received from customers                                         311,683                      -                        358,560
Interest received                                                     60,506                     87,165                  4,981,341
                                                               --------------------      --------------------    -------------------
Net cash used in operating activities                             (2,210,953)                (2,641,981)               (53,005,095)
                                                               --------------------      --------------------    -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                                   (5,442)                   (24,455)                (2,028,884)
Disbursements to acquire certificates of deposit and
  marketable securities                                              (96,873)                  (489,444)               (13,630,910)
Proceeds from maturities of investments                              488,038                      -                     13,534,037
Investment made in Joint Venture                                        -                         -                     (1,225,000)
                                                               --------------------      --------------------    -------------------
Net cash provided by (used in) investing activities                  385,723                   (513,899)                (3,350,757)
                                                               --------------------      --------------------    -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock and warrants, net of
  underwriting discounts of $690,000 related to initial
  public offering in October 1983                                       -                         -                     17,647,369
Proceeds from exercise of stock options and warrants, net
  of registration costs                                            3,025,724                    891,600                 40,086,937
Proceeds from sales of common stock in private placements,
  net of listing fees                                                800,585                    600,000                  2,275,085
Proceeds from sales of common stock by individuals
  under agreements with the Company, net of disbursements
  made by the Company                                                   -                         -                        298,745
Disbursements made in conjunction with sales of stock                   -                         -                       (362,030)
Fractional share payments in conjunction with stock split               -                         -                         (1,345)
                                                               --------------------      --------------------    -------------------
Net cash provided by financing activities                          3,826,309                  1,491,600                 59,944,761
                                                               --------------------      --------------------    -------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               2,001,079                 (1,664,280)                 3,588,909

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                   1,587,830                  5,406,017                      -
                                                               --------------------      --------------------    -------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $3,588,909                 $3,741,737                 $3,588,909
                                                               ====================      ====================    ===================
                                                                                                                          Continued
</TABLE>


                                       8
<PAGE>
<TABLE>
<CAPTION>
                                 COPYTELE, INC.
                                 --------------
                         (Development Stage Enterprise)
                         ------------------------------
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 ----------------------------------------------

                                    Continued
                                    ---------

                                                                           For the six
                                                                          months ended                         For the period from
                                                                            April 30,                            November 5, 1982
                                                           --------------------------------------------        (Inception) through
                                                                  2000                     1999                  April 30, 2000
                                                           -------------------      -------------------     ------------------------
<S>                                                        <C>                       <C>                     <C>
RECONCILIATION OF NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES:
Net loss                                                       $(2,581,049)             $(3,028,455)                 $(52,740,974)
Loss from Joint Venture                                               -                     113,095                     1,139,828
Stock option compensation to consultants                           134,450                   61,650                       385,700
Depreciation and amortization                                      133,198                  139,442                     1,775,868
Impairment of investment in Joint Venture                             -                        -                           85,172
Impairment of amounts due from Joint
  Venture                                                             -                        -                        1,407,461
Decrease (increase) in inventory                                   178,259                 (104,412)                   (4,360,349)
(Increase) decrease in prepaid expenses and
  other current assets                                            (334,999)                 228,509                    (1,264,098)
Decrease (increase) in long term amount due
  from Joint Venture                                                  -                     110,858                    (1,407,461)
Decrease (increase) in other assets                                    583                   (5,494)                      (26,231)
Increase (decrease) in accounts payable and
  accrued liabilities                                              258,605                 (157,174)                    1,999,989
                                                           -------------------      -------------------     ------------------------
Net cash used in operating activities                          $(2,210,953)             $(2,641,981)                 $(53,005,095)
                                                           ===================      ===================     ========================

</TABLE>

The accompanying notes to condensed financial statements are an integral part of
these statements.

                                       9
<PAGE>

                                 COPYTELE, INC.
                                 --------------
                         (Development Stage Enterprise)
                         ------------------------------
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
                           APRIL 30, 2000 (UNAUDITED)
                           --------------------------

(1) Nature of business and other disclosures:
    ----------------------------------------

    Organization
    ------------

CopyTele,  Inc.  (the  "Company"),  which was  incorporated  on November 5, 1982
(Inception),  is a  development  stage  enterprise  whose  principal  activities
include the development, production and marketing of multi-functional encryption
and  telecommunications  products under the  Cryptele(TM)  brand name. The first
encryption  products the Company has produced under the Cryptele(TM)  brand name
product line are the USS-900  (Universal  Secure System) and the SCS-700 (Secure
Communication  System).  The  USS-900  is a  hardware-based  peripheral  digital
encryption   system   which   incorporates   the  Harris   Corporation   digital
cryptographic  chip - the  Citadel(TM)  - and "triple  DES"  software to provide
high-grade  information  encryption.  The SCS-700  combines  the USS-900  with a
modified version of the Magicom(R) 2000, the Company's first developed  product,
to provide a secure telephone-based  multi-functional  telecommunications system
incorporating  the  Company's  E-Paper(TM)  flat panel display  technology.  The
Company  is  also  continuing  its  research  and  development   activities  for
additional  encryption products and flat panel display  technologies in addition
to its ultra-high resolution charged particle E-Paper(TM) flat panel display.

Shanghai  CopyTele  Electronics  Co.,  Ltd.  (the "Joint  Venture" or  "Shanghai
CopyTele"),  the  Company's  55% owned joint  venture in  Shanghai,  China,  was
established in 1995 to produce and market the Magicom(R) 2000 for the Company.

    Realizability of Assets
    -----------------------

Management has recorded the Company's  inventory at its current best estimate of
net realizable value, which is based upon the historic and future selling prices
of the  Company's  Magicom(R)  2000 units as  packaged in the  SCS-700,  and the
USS-900. To date, sales of the Company's product have been limited. Accordingly,
there can be no  assurance  that the  Company  will not be  required  to further
reduce the selling price of its inventory  below its current  carrying  value in
order to accomplish the Company's business strategies.

In  addition,  the  Company's  advances  to  Shanghai  CopyTele  have funded the
purchase of inventory  components to manufacture the Magicom(R) 2000. Due to the
uncertainty of realizing the amounts due from Shanghai CopyTele, the Company has
reserved  for  approximately  $1,407,000  of this  amount at April 30,  2000 and
October 31, 1999, which is shown net in the accompanying financial statements.


                                       10
<PAGE>


In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
"Impairment of Long-Lived  Assets and for Long-Lived  Assets to be Disposed of",
the Company recognized a permanent  impairment charge at October 31, 1999 in the
amount of $85,172 on its previously recorded investment in Joint Venture, due to
the uncertainty of Shanghai CopyTele  generating enough future undiscounted cash
flows to cover the carrying amount of the investment.

The success and  profitability  of the Company's  products will depend upon many
factors,  many of which are beyond the Company's control.  These factors include
the capability of the Company to market its products,  the Company's  continuing
ability to purchase the encryption  chip for use in the USS-900,  the production
capability  of the Company and its  suppliers  as  required,  long-term  product
performance  and the  capability of the Company's  dealers and  distributors  to
adequately  service  the  Company's  products,  the  ability  of the  Company to
maintain an acceptable  pricing  level to its  customers  for its products,  the
ability of  suppliers  to meet the  Company's  requirements  and  schedule,  the
Company's ability to obtain adequate supplies of substrates for the SCS-700, the
Company's  ability to successfully  develop its new products under  development,
rapidly  changing  consumer   preference,   and  the  possible   development  of
competitive  products  that could  render the  Company's  products  obsolete  or
unmarketable.

     Basis of Presentation
     ---------------------

The  condensed  financial  statements  have been  prepared  in  accordance  with
generally  accepted  accounting  principles  for  interim  financial  reporting.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
The  information  contained  herein is for the six and three month periods ended
April 30, 2000 and 1999,  and for the period from  November 5, 1982  (Inception)
through  April  30,  2000.  In the  opinion  of  the  Company,  all  adjustments
(consisting only of normal recurring adjustments considered necessary for a fair
presentation  of the results of operations  for such periods) have been included
herein.

The results of operations for interim  periods may not  necessarily  reflect the
annual  operations  of the Company.  Reference is made to the audited  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the fiscal year ended October 31, 1999, for more extensive  disclosures
than contained in these condensed financial statements.

     Amounts Due from Joint Venture
     ------------------------------

The amounts due from the Joint Venture of approximately $862,000 as of April 30,
2000 and October 31, 1999, represents advances for parts inventory,  such as the
flat panel assembly  components,  purchased by the Company on behalf of Shanghai
CopyTele, which are incorporated into the Magicom(R) 2000 product.



                                       11
<PAGE>

(2)  Joint Venture:
     -------------

     Investment in Joint Venture
     ---------------------------

Due  to  the  uncertainty  of  realizability  of  its  investment,  the  Company
recognized  a permanent  impairment  charge in fiscal 1999  against the carrying
value of this investment.  The Company is not legally liable for the obligations
of the Joint Venture beyond its initial cash capital contribution of $1,225,000.
Therefore,  the Company has discontinued recording its share of any of the Joint
Venture's losses since October 31, 1999.  Should the Joint Venture  subsequently
report income,  the Company will begin accruing income only after the cumulative
income exceeds the  unrecorded  losses and original  investment.  Any additional
investments in Shanghai CopyTele by the Company will be directly expensed to the
statement of operations.

The  Company  controls  four of seven  votes  of the  Joint  Venture's  board of
directors.  However,  decisions  involving  the Joint Venture  require  either a
unanimous or two-thirds vote of the Joint  Venture's  board of directors.  Since
the Company has significant  influence over the Joint  Venture's  operations but
does not have control, the Company has historically  reflected its investment in
the Joint Venture under the equity method of accounting.

The Company has  contributed  an  aggregate  of  $1,225,000  in cash to Shanghai
CopyTele,  and technology that has been valued for purposes of the Joint Venture
at $700,000. Shanghai CopyTele does not reflect the $700,000 in technology as an
asset or equity investment in their financial  statements.  The other parties to
the Joint Venture have contributed cash aggregating $1,575,000.

Condensed  Statements  of  Operations  for  Shanghai  CopyTele for the six month
periods ended April 30, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                             Condensed Statements of Operations
                                                                                       (Unaudited)
                                                                             For the six months ended April 30,
                                                                    -----------------------------------------------------
                                                                             2000                           1999
                                                                    ----------------------         ----------------------
         <S>                                                        <C>                            <C>
         Net Sales                                                           $ -                           $ -
         Operating Loss                                                     (80,799)                     (166,684)
         Other Expense, net                                                 (39,735)                      (38,943)
                                                                    ----------------------         ----------------------
                  Net Loss                                                $(120,534)                    $(205,627)
                                                                    ======================         ======================
</TABLE>
The  cumulative  net loss incurred by Shanghai  CopyTele  since its inception on
April 10, 1995 is $2,192,948.



                                       12
<PAGE>


(3)  Shareholders' Equity:
     --------------------

     Stock option plans:
     -------------------

The Company has two stock option plans,  the 1987 Stock Option Plan,  adopted by
the Board of Directors  on April 1, 1987 (the "1987  Plan"),  and the  CopyTele,
Inc.  1993 Stock  Option  Plan,  adopted by the Board of  Directors on April 28,
1993,  and amended on May 3, 1995 and May 10, 1996 (the "1993  Plan").  The 1987
Plan has been  terminated  other than with respect to outstanding  stock options
thereunder.

SFAS No. 123,  "Accounting for Stock Based Compensation",  encourages,  but does
not require,  companies to record  compensation  cost for  stock-based  employee
compensation  plans at fair value. The Company has chosen to continue to account
for  stock-based   employee   compensation  using  the  intrinsic  value  method
prescribed in Accounting  Principles  Board Opinion ("APB") No. 25,  "Accounting
for Stock Issued to Employees",  and related interpretations.  Compensation cost
for stock options is measured as the excess,  if any, of the quoted market price
of the Company's stock at the date of grant over the amount an employee must pay
to acquire the stock.  In  accordance  with APB Opinion No. 25, no  compensation
cost has been recognized by the Company,  as all option grants to employees have
been made at the fair market value of the Company's stock on the date of grant.

Options  granted  to  non-employee  consultants  are  accounted  for  using  the
fair-value method required by SFAS No. 123.  Compensation  expense recognized in
the six month  periods  ended April 30, 2000 and 1999 were $134,450 and $61,650,
respectively,  and in the three month periods ended April 30, 2000 and 1999 were
$28,600 and $0,  respectively,  and are  included in general and  administrative
expenses for the periods.

     Sales of common stock and issuance of warrants:
     -----------------------------------------------

On April 30, 1999,  the Company  sold 400,000  shares of its common stock in two
private  placements at a price of $1.50 per share,  or an aggregate of $600,000,
of which 300,000  shares were sold to an individual who became a director of the
Company in July 1999. In conjunction with the sales of common stock, the Company
issued warrants to purchase  400,000 shares of common stock at an exercise price
of $1.50 per share, which expire on April 30, 2001.

On  September 8, 1999,  the Company  sold 900,000  shares of common stock in six
private  placements at a price of $1.00 per share,  or an aggregate of $900,000,
of which 200,000  shares were sold to a director of the Company.  In conjunction
with the sales of common stock,  the Company issued warrants to purchase 900,000
shares of common stock at an exercise price of $1.00 per share,  which expire on
September 8, 2001.

On January 5, 2000, the Company sold 420,000 shares of common stock in a private
placement  at a price of $0.844 per  share,  or an  aggregate  of  $354,480.  In
conjunction  with the sales of common  stock,  the  Company  issued  warrants to
purchase  420,000  shares of common  stock at an  exercise  price of $0.844  per
share, which expire on January 5, 2002.





                                       13
<PAGE>

In March 2000,  the Company  sold  196,500  shares of its common  stock in three
private  placements at a price of $2.313 per share, or an aggregate of $454,505.
In conjunction  with the sales of common stock,  the Company issued  warrants to
purchase  196,500  shares of common  stock at an  exercise  price of $2.313  per
share, which expire in March 2002.

As of April 30, 2000, all of the  aforementioned  warrants to purchase shares of
common stock issued and outstanding were  exercisable.  At April 30, 1999, there
were no outstanding warrants.




                                       14
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        ------------------------------------------------------------------------
        of Operations
        -------------

        Forward-Looking Statements
        --------------------------

Information  included  in  this  Quarterly  Report  on  Form  10-Q  may  contain
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995.  Forward-looking statements are not statements of
historical facts, but rather reflect our current expectations  concerning future
events and results. We generally use the words "believes", "expects", "intends",
"plans",  "anticipates",  "likely",  "will", and similar expressions to identify
forward-looking  statements.  These  forward-looking  statements  are subject to
risks and uncertainties and other factors, some of which are beyond our control,
that could cause  actual  results to differ  materially  from those  forecast or
anticipated in the forward-looking  statements.  These risks,  uncertainties and
factors  include,  but are not limited to,  those  factors set forth in "General
Risks and Uncertainties"  below and Note 1 to the Company's Financial Statements
contained in the Company's  Annual Report on Form 10-K for the fiscal year ended
October 31, 1999.

         General
         -------

We have been a  development  stage  company  since our  inception on November 5,
1982. Our principal activities include the development, production and marketing
of USS-900,  a hardware-based  peripheral  digital  encryption  device,  and the
SCS-700, which combines the USS-900 with a modified Magicom(R) 2000 to provide a
secure telephone-based multi-functional telecommunications product incorporating
our  E-Paper(TM)  flat panel  display  technology.  We are also  continuing  our
research and  development  activities for additional  encryption  products,  and
other  ultra-high  resolution  flat panel  displays,  including  video and color
displays and coated particles.  We cannot assure you, however,  that our efforts
in these  areas  will be  successful.  We also  cannot  assure  you that we will
generate  significant  revenues  in the  future,  that we will  have  sufficient
revenues to generate profit or that other products will not be produced by other
companies that will render our products obsolete or unmarketable.

The  USS-900  uses  the  Harris  Corporation  digital  cryptographic  chip - the
Citadel(TM)  CCX - and "triple  DES"  software  which are  capable of  providing
high-grade  information  encryption.  Harris is supplying the chip under a three
year agreement at a negotiated  price.  Triple DES is an algorithm  available in
the public domain which has been incorporated  into our software.  Triple DES is
used by many U.S.  government  agencies.  We are  producing the USS-900 with the
assistance of a U.S.-based  sub-contractor.  Shanghai  CopyTele has produced the
modified Magicom(R) 2000 for the SCS-700 system. Shanghai CopyTele also supplied
us with a portion of the electronic  components,  sub-assemblies and accessories
for the USS-900.

In reviewing  Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations,  please refer to our Financial  Statements and the notes
thereto.


                                       15
<PAGE>




     Results of Operations
     ---------------------

We sell our USS-900 and SCS-700  products to  end-users  directly  and through a
distributor/dealer   network.   We  have  had  limited  sales  to  our  dealers,
distributors  and other customers to support our operations since our inception.
We are  currently  recognizing  revenue  on  our  non-refundable  sales.  We are
hopeful, although there is no assurance, that with an increased marketing effort
for our  existing  products  and our new  products  under  development,  we will
procure  sufficient  sales  during  fiscal 2000 to emerge  from the  development
stage.

Sales  for  the  six  and  three  month   periods  ended  April  30,  2000  were
approximately $698,000 and $422,000,  respectively. No sales were recognized for
the  comparable  periods in fiscal  1999.  Cost of sales and gross  profit  were
approximately $392,000 and $307,000, respectively for the six months ended April
30, 2000,  and $185,000 and $237,000,  respectively,  for the three months ended
April 30,  2000,  with no amounts in the  comparable  six and three month fiscal
1999 periods.  Selling, general and administrative expenses,  excluding the loss
from Shanghai CopyTele, for the six month periods ended April 30, 2000 and 1999,
and for the period from November 5, 1982 (Inception) through April 30, 2000 were
approximately  $2,876,000,  $3,012,000  and  $56,751,000,   respectively.  These
amounts  include  research,  development  and  tooling  costs  of  approximately
$1,330,000,  $1,479,000,  and  $32,804,000,  respectively,  as  well  as  normal
operating expenses. Selling, general and administrative expenses,  excluding the
loss from  Shanghai  CopyTele,  for the three month periods ended April 30, 2000
and 1999 were  approximately  $1,463,000  and  $1,597,000,  respectively.  These
amounts  include  research,  development  and  tooling  costs  of  approximately
$689,000 and $751,000, respectively, as well as normal operating expenses.

Selling, general and administrative  expenses,  excluding the loss from Shanghai
CopyTele,  decreased  in the six  month  fiscal  2000  period  by  approximately
$136,000,   from   approximately   $3,012,000  in  the  fiscal  1999  period  to
approximately  $2,876,000  in the  fiscal  2000  period.  Selling,  general  and
administrative expenses, excluding the loss from Shanghai CopyTele, decreased in
the three month fiscal 2000 period by approximately $134,000, from approximately
$1,597,000 in the fiscal 1999 period to  approximately  $1,463,000 in the fiscal
2000  period.  The  decreases  in the fiscal  2000  periods as  compared  to the
comparable  fiscal 1999  periods  were  principally  the result of  decreases in
compensation  costs,  engineering  supplies  and  expenditures  for research and
development  for video and color flat panel  displays in the fiscal 2000 periods
as compared to the fiscal 1999 periods. These decreases were offset by increases
in  professional  fees,   marketing  costs,  and  stock  based  compensation  to
consultants and a charge to earnings to bring the valuation of inventory in line
with current estimates.

Employee  compensation  and related costs decreased in the aggregate  during the
fiscal 2000  periods as compared to the fiscal  1999  periods  principally  as a
result of certain cost reductions offset in part by an increase in payroll taxes
associated with employee stock option exercises. Decreases in pension costs were
commensurate with the decreased  compensation costs while other employee benefit
programs expenses  remained  approximately the same with reductions in personnel
offset by rate  increases.  Engineering  supplies  decreased  in the fiscal 2000
periods as compared to the comparable  fiscal 1999



                                       16
<PAGE>

periods  primarily as a result of a reduction of component  purchases to develop
the  USS-900  during the fiscal 1999  periods.  Engineering  service  costs also
decreased in the fiscal 2000 periods as compared to the  comparable  fiscal 1999
periods as a result of completing the  development of the USS-900.  Research and
development costs for flat panel displays  decreased in the aggregate during the
fiscal  2000  periods  as  compared  to  the  comparable   fiscal  1999  periods
principally  as a  result  of  lower  costs  incurred  in  connection  with  the
development  of our video and color  displays.  A charge to earnings of $250,000
was recorded in the fiscal  quarter  ending April 30, 2000 in order to bring the
valuation of inventory in line with current estimates and for obsolete and spare
parts.

Marketing  costs  increased  in the  fiscal  2000  periods  as  compared  to the
comparable fiscal 1999 periods as a result of increased advertising,  trade show
attendance and other promotions for the USS-900 and the SCS-700. However, travel
and entertainment  costs decreased in the fiscal 2000 periods as compared to the
comparable fiscal 1999 periods due to less  international  travel.  Professional
fees were higher in the fiscal 2000 periods as compared to the comparable fiscal
1999 periods as a result of higher fees incurred for patent-related services and
accounting  services.  Rents also  increased  during the fiscal 2000  periods as
compared to the  comparable  fiscal  1999  periods as a result of the leasing of
additional storage space. Insurance expense increased in the fiscal 2000 periods
as a result of  higher  levels  of  coverage  and the  addition  of one  policy.
Additional  advances  to  Shanghai  CopyTele  were  expensed  in the fiscal 2000
periods.  The  non-cash  charge to  earnings  for stock  based  compensation  to
consultants  was higher in the fiscal 2000 periods as compared to the comparable
fiscal 1999 periods.

Shanghai  CopyTele's  losses for the six month  periods ended April 30, 2000 and
1999,  and for the period from April 10, 1995  (Shanghai  CopyTele's  Inception)
through April 30, 2000, were approximately  $121,000,  $206,000, and $2,193,000,
respectively. The decrease in the loss for the six month fiscal 2000 period from
the fiscal 1999 period of  approximately  $85,000  was  primarily  the result of
further  cost  reductions  and  limited  production  activity  with  respect  to
producing panel assemblies and Magicom(R) 2000 for the SCS-700 product. Shanghai
CopyTele is currently  seeking products to produce in its facility.  A permanent
impairment  charge was recognized on our investment in Shanghai  CopyTele in the
fiscal year ended October 31, 1999 due to the  uncertainty of Shanghai  CopyTele
generating  sufficient  future  undiscounted  cash  flows to cover the  carrying
amount of our investment.

While there is no formal agreement,  our Chairman of the Board and our President
have waived salary and related pension  benefits for an  undetermined  period of
time commencing November 1985. Four other individuals,  including an officer and
three senior level  personnel,  then  employed by us,  waived salary and related
pension  benefits from January 1987 through  December  1990.  While there are no
formal agreements,  commencing January 1991 these individuals waived such rights
for an  undetermined  period of time and they did not receive  salary or related
pension benefits through December 1992. Our Chairman of the Board, our President
and the three senior level personnel  continued to waive such rights  commencing
in  January  1993 for an  undetermined  period of time.  From  February  1993 to
September  1998 one  additional  employee  also  waived  such salary and benefit
rights.



                                       17
<PAGE>


Interest  income  decreased  approximately  $45,000 from  approximately  $97,000
during the six month  fiscal 1999 period as  compared to  approximately  $52,000
during the six month fiscal 2000 period.  Interest income also decreased $10,000
from approximately $44,000 during the three month fiscal 1999 period as compared
to approximately $34,000 during the three month fiscal 2000 period. The decrease
in the six and three month comparable periods resulted primarily from a decrease
in average funds available for investment  which was offset by a slight increase
in interest rates. Funds available for investment, on a monthly weighted average
basis,  during the six month  fiscal 2000 and 1999  periods  were  approximately
$2,543,000  and  $4,400,000,   respectively,   and  $3,450,000  and  $4,152,000,
respectively,  during  the  three  month  fiscal  2000  and  1999  periods.  The
investment  instruments selected by us are principally money market accounts and
treasury investments.

     Liquidity and Capital Resources
     -------------------------------

Since our  inception,  we have met our liquidity and capital  expenditure  needs
primarily  from the proceeds of sales of our common stock in our initial  public
offering, in private placements,  upon exercise of warrants issued in connection
with the private  placements and public  offering and upon the exercise of stock
options pursuant to our 1987 Plan and our 1993 Plan.

During  the six  month  period  ended  April  30,  2000,  we  received  proceeds
aggregating  approximately  $312,000 in payments from our customers for products
sold.  For the six month  periods  ended  April 30,  2000 and 1999,  we received
proceeds aggregating approximately $3,026,000 and $891,600,  respectively,  from
the exercise of stock options to purchase shares of our common stock. During the
six month periods  ended April 30, 2000 and 1999,  we also received  proceeds of
approximately  $809,000,  and $600,000 from sales of our common stock in private
placements. During the period from May 1, 2000 through June 7, 2000, we received
proceeds aggregating  approximately  $356,000 in payments from our customers for
products sold, and approximately $200,000 from the exercise of warrants. Working
capital increased by approximately  $1,508,000 from approximately  $5,727,000 at
October 31, 1999 to  approximately  $7,235,000  at April 30, 2000 as a result of
the  proceeds  received  during the period  offset by the loss  incurred for the
period.

As of April 30, 2000, our working capital included  approximately  $3,686,000 of
cash  and  marketable   securities,   and   approximately   $1,213,000  (net  of
approximately $862,000 due to Shanghai CopyTele) of accounts payable and accrued
liabilities. Our operations used approximately $2,211,000 in cash during the six
month period ended April 30, 2000.  Based on  reductions  in operating  expenses
that  have been  made and  additional  reductions  that may be  implemented,  if
necessary, we believe that our cash resources,  including cash received from May
1, 2000 to June 7, 2000,  will be  sufficient  to continue  operations  into the
third quarter of fiscal 2001. We anticipate that,  thereafter,  we will continue
to  require  additional  funds to  continue  our  marketing,  and  research  and
development  activities if cash generated  from  operations is  insufficient  to
satisfy our liquidity  requirements.  However,  our  projections  of future cash
needs and cash flows may differ from actual  results.  If current  cash and cash
that may be generated from operations are  insufficient to satisfy our liquidity
requirements,  we may seek to sell debt or equity securities or to obtain a line
of credit.  The sale of additional  equity  securities or convertible debt could
result in additional





                                       18
<PAGE>

dilution to our stockholders.  We can give you no assurance that we will be able
to generate  adequate funds from operations,  that funds will be available to us
from debt or equity financings,  or that if available, we will be able to obtain
such funds on favorable  terms and  conditions.  We currently have no definitive
arrangements with respect to additional financing.

Our estimated  funding  capacity  indicated above assumes,  although there is no
assurance, that the waiver of salary and pension benefits by the Chairman of the
Board, the President and senior level personnel will continue.

We are seeking to improve our liquidity  through an increased  level of sales of
our products.  In an effort to generate sales,  we have commenced  marketing the
USS-900  in both the U.S.  and  international  markets  directly  and  through a
network of large office equipment  suppliers,  security  product  organizations,
distributors  and dealers.  We also have commenced  marketing the SCS-700 system
utilizing the Magicom(R) 2000, as modified to function as a secure communication
system,  to government  agencies and units of the armed forces.  We are hopeful,
although we can give you no assurance,  that by marketing the USS-900 encryption
product and the modified Magicom(R) 2000 SCS-700 system,  sales will continue to
increase to improve our liquidity.

The NASD  requires  that we  maintain a minimum  of $4  million of net  tangible
assets to  maintain  our  Nasdaq  National  Market  listing.  If our stock  were
delisted, the delisting could potentially have an adverse affect on the price of
our common stock and could adversely  affect the liquidity of the shares held by
our   stockholders.   Our  net  tangible  assets  as  of  April  30,  2000  were
approximately  $7,664,000. We anticipate that we may require additional funds to
maintain  the NASD net  tangible  assets  requirement  if funds  generated  from
operations are  insufficient.  We can give you no assurance that we will be able
to generate  adequate funds from operations,  that funds will be available to us
from equity  financings,  or that if  available,  we will be able to obtain such
funds on  favorable  terms  and  conditions.  We  currently  have no  definitive
arrangements with respect to additional equity financings.

Shanghai CopyTele required an initial aggregate capital investment of $3,500,000
from the parties to the joint venture. The Joint Venture Agreement  contemplates
an additional  $3,500,000 of funding which may be borrowed from banks,  of which
approximately  $990,000 has been borrowed to date.  These  short-term  loans are
from a Chinese  bank,  secured by the building and a land-use  contract with the
Land Administration Bureau of Shanghai County. We have contributed $1,225,000 in
cash, and technology  valued for the purposes of Shanghai  CopyTele at $700,000,
and the Chinese  parties  contributed  $1,575,000 in cash to Shanghai  CopyTele.
Shanghai  CopyTele  may require  additional  capitalization  depending  upon the
nature and extent of its business activities.  We can give you no assurance that
adequate  funds will be available  to Shanghai  CopyTele,  including  any future
capital contributions, if any, beyond its initial capital contributions or that,
if available,  Shanghai  CopyTele will be able to obtain such funds on favorable
terms and conditions.

We have recorded our inventory at management's  current best estimate of its net
realizable  value,  which is based upon the historic and future selling price of
our products. To date, sales of our products have been limited.  Accordingly, we
can give you no  assurance  that




                                       19
<PAGE>

we will not have to further reduce the selling prices of our inventory below its
current carrying value to accomplish our business strategies.


     General Risks and Uncertainties
     -------------------------------

We have had  limited  sales to  dealers,  distributors  and other  customers  to
support our operations since our inception.  We have expended  approximately $33
million for research and development since our inception. We have had net losses
and  negative  cash flow from  operations  in each  year of our  business  since
inception  and we may  continue  to  incur  substantial  losses  and  experience
substantial negative cash flows from operations.

Based on  reductions in operating  expenses  that have been made and  additional
reductions  that may be  implemented,  if  necessary,  we believe  that our cash
resources,  including  cash received  from May 1, 2000 to June 7, 2000,  will be
sufficient  to continue  operations  into the third  quarter of fiscal 2001.  We
anticipate  that,  thereafter,  we may continue to require  additional  funds to
continue our marketing,  research and development activities,  if cash generated
from operations is insufficient  to satisfy our liquidity  requirements.  We may
seek to sell debt or equity securities or to obtain a line of credit, if needed.
In addition, we may need to raise additional equity financing to satisfy an NASD
requirement  that we have a minimum  of $4  million  of net  tangible  assets to
maintain our Nasdaq  National  Market listing if funds generated from operations
are insufficient. The NASD also requires that we maintain a minimum bid price of
at least $1.00 per share in order to  continue  our  listing.  If our stock were
delisted,  the delisting could  potentially have an adverse affect on the market
price of our common stock and the  liquidity  of our shares.  We cannot give you
any assurance that additional  financing,  if needed, will be available to us or
that, if available,  we will be able to obtain additional financing on favorable
terms and  conditions.  See  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources".

Our  encryption  products are only in their  initial  stages of  production  and
marketing. The success and profitability of these products will depend upon many
factors,  many of which are  beyond  our  control,  including:  our  ability  to
successfully market the USS-900 and SCS-700;  our continuing ability to purchase
the  Citadel(TM)  CCX  encryption  chip from Harris for use in the USS-900;  our
production  capabilities  and  those  of  our  suppliers  as  required  for  the
production  of the USS-900,  and the modified  Magicom(R)  2000 for the SCS-700;
long-term product performance and the capability of our dealers and distributors
to  adequately  service our  products;  our  ability to  maintain an  acceptable
pricing level to end-users  for our  products;  the ability of suppliers to meet
our  requirements  and  schedule;  our  ability to obtain  adequate  supplies of
substrates for the SCS-700; our ability to successfully develop our new products
under development,  particularly our new encryption  products;  rapidly changing
consumer preferences;  and the possible development of competitive products that
could render our products obsolete or unmarketable. Consequently, we cannot give
you any  assurance  that we will  generate  sufficient  revenues  to support our
operations  in the future or that we will have  sufficient  revenues to generate
profits.

Our Chief  Executive  Officer,  Denis A.  Krusos,  and our  President,  Frank J.
DiSanto,  founded  CopyTele  in  1982  and are  engaged  in the  management  and
operations of our business and that of Shanghai CopyTele,  including all aspects
of the development, production and


                                       20
<PAGE>

marketing of our products and our flat panel display technology.  Messrs. Krusos
and  DiSanto,  and our other  senior  executives,  are  important  to our future
business  and  financial  arrangements  and the loss of the services of any such
persons may have a material adverse effect on our business prospects.



                                       21
<PAGE>


     PART II OTHER INFORMATION
             -----------------
Item 2. Changes in Securities and Use of Proceeds
        -----------------------------------------

        Recent Sales of Unregistered Securities
        ---------------------------------------

In March 2000,  the Company  issued and sold  196,500  shares of Common Stock in
private placements to three accredited  investors for a purchase price of $2.313
per share, or an aggregate of $454,505.  In conjunction with the sales of Common
Stock, the Company issued Warrants to purchase 196,500 shares of Common Stock at
an exercise price of $2.313 per share, which expire in March 2002. The shares of
Common Stock and Warrants  were offered and sold in reliance  upon the exemption
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
relative to sales by an issuer not involving a public offering.


Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
     (a) Exhibits
         --------
     27 - Financial Data Schedule

     (b) Reports on Form 8-K.
         --------------------

No  current  report on Form 8-K was  filed for the  Company  during  the  second
quarter of its fiscal year ended April 30, 2000.


                                       22
<PAGE>



                                               SIGNATURES
                                               ----------

Pursuant  to the  requirements  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: DENIS A. KRUSOS
                                                  ------------------------
                                               Denis A. Krusos
                                               Chairman of the Board,
                                               Chief Executive Officer
                                               and Director (Principal Executive
June 13, 2000                                  Officer)

                                               By: FRANK J. DISANTO
                                                  -------------------------
                                               Frank J. DiSanto
June 13, 2000                                  President and Director

                                               By: GERALD J. BENTIVEGNA
                                                  -------------------------
                                               Gerald J. Bentivegna
                                               Vice President - Finance,
                                               Chief Financial Officer and
                                               Director (Principal Financial
June 13, 2000                                  and Accounting Officer)


                                       23