SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 2)





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2011

Commission file number 0-11254





COPYTELE, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-2622630                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller Reporting Company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

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

On September 9, 2011, the registrant had outstanding 174,438,632 shares of Common Stock, par value $.01 per share, which is the registrants only class of common stock.









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EXPLANATORY NOTE

The purpose of this Amendment No. 2 to CopyTele, Inc.s (CopyTele) Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2011, filed with the Securities and
Exchange Commission (the Commission) on September 14, 2011 (the Form 10-Q), is to refile Exhibits 10.1 and 10.2 that were originally filed with the Form 10-Q to conform such exhibits to comments received from the
Commission on the confidential treatment request filed by CopyTele with respect to Exhibits 10.1 and 10.2.

This Amendment contains only the
Cover Page to this Form 10-Q/A, this Explanatory Note, Item 6, the Signature Page and Exhibits 10.1 and 10.2, as corrected. No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q speaks as of the original
filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.



|Item 6. | Exhibits.
|------- | ---------



|10.1 | Exclusive License Agreement, dated May 27, 2011, between CopyTele, Inc. and AU Optronics Corp. (filed herewith). (Confidential portions have been omitted and filed
separately with the Commission).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.2 | License Agreement, dated May 27, 2011, between CopyTele, Inc. and AU Optronics Corp. (filed herewith). (Confidential portions have been omitted and filed
separately with the Commission).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31.1 | Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 30, 2011.
|---- | -----------------------------------------------------------------------------------------------------------------------------



|31.2 | Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 30, 2011.
|---- | -----------------------------------------------------------------------------------------------------------------------------



|32.1 | Statement of Chief Executive Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated November 30, 2011.
|---- | ------------------------------------------------------------------------------------------------------------------------------



|32.2 | Statement of Chief Financial Officer, pursuant to Section 1350 of Title 18 of the United States Code, dated November 30, 2011.
|---- | ------------------------------------------------------------------------------------------------------------------------------



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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:                                                                                               |  | /s/ Denis A. Krusos
|                  |  |  |  | Denis A. Krusos                                                                                  
|November 30, 2011 |  |  |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer)                  
|                  |  |  | 
|                  |  |  |  | By:                                                                                               |  | /s/ Henry P. Herms 
|                  |  |  |  | Henry P. Herms                                                                                   
|November 30, 2011 |  |  |  | Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting
Officer)