<PAGE>
Filed pursuant to Rule 424(b)(3)
SEC File No. 33-49402
PROSPECTUS SUPPLEMENT No. 2
(To Prospectus dated December 8, 1993)
COPYTELE, INC.
Common Stock (Par Value $.01 Per Share)
1,100,000 shares of Common Stock under the
CopyTele, Inc. Stock Option Plan (1987)
--------------------
The following table sets forth certain information with
respect to the Selling Shareholders as of August 31, 1995, as follows:
(i) the name and position with the Company within the past three years
of each Selling Shareholder; (ii) the number of shares of Common Stock
beneficially owned by each Selling Shareholder (including shares
obtainable under options exercisable within sixty (60) days of such
date); (iii) the number of shares of Common Stock being offered
hereby; and (iv) the number and percentage of the Company's
outstanding shares of Common Stock to be beneficially owned by each
Selling Shareholder after completion of the sale of Common Stock being
offered hereby. There is no assurance that any of the Selling
Shareholders will sell any or all of the shares of Common Stock
offered hereby.
<TABLE>
<CAPTION>
Selling Shareholder Number of
and Position with Shares Number of Shares Beneficially
the Company within Beneficially Shares Being Owned After Sale
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the Past Three Years Owned* Offered Hereby Number Percent
-------------------- ------------ -------------- ------ -------
<S> <C> <C> <C> <C>
Denis A. Krusos -
Director, Chairman
of the Board and
Chief Executive
Officer 3,234,630 178,500 3,056,130 11.51%
Frank J. DiSanto -
Director and
President 3,225,390 92,500 3,132,890 11.84%
John R. Shonnard -
Director 119,500 47,800 71,700 0.28%
John E. Gillies -
Director 30,500 10,000 20,500 0.08%
<FN>
____________________
*Includes 778,500 shares, 692,500 shares, 67,800 shares and 30,000 shares which
Denis A. Krusos, Frank J. DiSanto, John R. Shonnard and John E. Gillies,
respectively, have the right to acquire upon exercise of options granted pursuant to
the 1987 Plan and the CopyTele, Inc. 1993 Stock Option Plan.
</TABLE>
The date of this Prospectus Supplement is September 6, 1995
NYFS11...:\95\38995\0001\2579\TBL2245Y.46A
