1


                UNITED STATES 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 quarter ended:                                   Commission file number:
  September 30, 1995                                             0-6377


                         DREXLER TECHNOLOGY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                            77-0176309
 (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                            Identification No.)

1077 Independence Avenue, Mountain View, CA                      94043-1601
  (Address of principal executive offices)                       (Zip Code)


                                 (415) 969-7277
              (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, and (2) has been subject to such filing
requirements for the past 90 days.   /x/ Yes   / / No
                                    ---        ---

Number of outstanding shares of Common Stock, $.01 par value, at September 30,
1995:   8,799,797

   2

PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS




                DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


    The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes the
disclosures which are made are adequate to make the information presented not
misleading.  Further, the condensed consolidated financial statements reflect,
in the opinion of management, all adjustments (which included only normal
recurring adjustments) necessary to present fairly the financial position and
results of operations as of and for the periods indicated.

    It is suggested that these condensed consolidated financial statements be
read in conjunction with the financial statements and the notes thereto for the
year ended March 31, 1995, included in the Company's Form 10-K Annual Report.

    The results of operations for the six months ended September 30, 1995 are
not necessarily indicative of results to be expected for the entire year ending
March 31, 1996.




                                      -2-
   3


                DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)








                                     ASSETS



                                                                MARCH 31,    SEPT. 30,
                                                                  1995         1995
                                                                  ----         ----
                                                                            (UNAUDITED)
                                                                     
Current assets:
   Cash and cash equivalents...............................      $  1,050     $  2,284
   Accounts receivable, net................................            98          196
   Inventories.............................................           586          616
   Other current assets....................................           139          156
                                                                 --------     --------
      Total current assets.................................         1,873        3,252
                                                                 --------     --------

Property and equipment, at cost............................        12,773       12,865
   Less--accumulated depreciation and amortization.........       (11,189)     (11,313)
                                                                 --------     --------
      Property and equipment, net..........................         1,584        1,552

Patents, net...............................................         1,074        1,037
                                                                 --------     --------
         Total assets......................................      $  4,531     $  5,841
                                                                 ========     ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable........................................      $    420     $    515
   Accrued payroll costs...................................           222          253
   Advance payments from customers.........................           216          133
   Other accrued liabilities...............................           137          129
                                                                 --------     --------
         Total current liabilities.........................           995        1,030
                                                                 --------     --------

Stockholders' equity:
   Preferred stock, $.01 par value:
      Authorized--2,000,000 shares
      Outstanding--none
   Common stock, $.01 par value:
      Authorized--15,000,000 shares
      Outstanding--8,358,029 shares at March 31, 1995
         and 8,799,797 shares at September 30, 1995........            83           88
   Additional paid-in capital..............................        27,082       29,246
   Accumulated deficit.....................................       (23,629)     (24,523)
                                                                 --------     --------
      Total stockholders' equity...........................         3,536        4,811
                                                                 --------     --------
         Total liabilities and stockholders' equity........      $  4,531     $  5,841
                                                                 ========     ========
                                                                                     

                                      -3-

   4
                DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (Unaudited)
                    (In thousands, except per share amounts)



                                                          THREE MONTHS ENDED     SIX MONTHS ENDED
                                                             SEPTEMBER 30,         SEPTEMBER 30,
                                                            1994       1995       1994       1995
                                                            ----       ----       ----       ----
                                                                               
Revenues:
    Product sales ....................................    $   545    $   785    $ 1,340    $ 1,547
    License fees and royalties .......................          3         10         13        217
                                                          -------    -------    -------    -------
       Total revenues ................................        548        795      1,353      1,764
Costs and expenses:                                       -------    -------    -------    -------
    Cost of product sales ............................        332        555        896      1,089
    Selling, general, and administrative expenses ....        428        580        938      1,140
    Research and engineering expenses ................        554        321      1,114        653
                                                          -------    -------    -------    -------
       Total costs and expenses ......................      1,314      1,456      2,948      2,882
                                                          -------    -------    -------    -------
          Operating loss from continuing operations...       (766)      (661)    (1,595)    (1,118)

Other income and expense:
    Other income .....................................          4        200          4        200
    Other expense ....................................         --         (5)        --         (5)
    Interest income ..................................          4         26         17         32
    Interest expense .................................         (1)        (1)        (2)        (3)
                                                          -------    -------    -------    -------
       Total other income, net .......................          7        220         19        224
                                                          -------    -------    -------    -------

          Loss from continuing operations ............       (759)      (441)    (1,576)      (894)

Income from discontinued operations ..................         --         --         22         --
                                                          -------    -------    -------    -------

          Net loss ...................................    $  (759)   $  (441)   $(1,554)   $  (894)
                                                          =======    =======    =======    =======

Income (loss) per share:
    Continuing operations ............................    $ (0.09)   $ (0.05)   $ (0.19)   $ (0.10)
    Discontinued operations ..........................         --         --         --         --
                                                          -------    -------    -------    -------
          Net loss ...................................    $ (0.09)   $ (0.05)   $ (0.19)   $ (0.10)
                                                          =======    =======    =======    =======

Weighted average common shares .......................      8,106      8,728      8,106      8,564
                                                          =======    =======    =======    =======




                                      -4-
   5
                DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                 (IN THOUSANDS)




                                                                          SIX MONTHS ENDED
                                                                           SEPTEMBER 30,
                                                                          1995       1996
                                                                          ----       ----
                                                                             
Cash flows from operating activities:
   Net loss from continuing operations ..............................   $(1,576)   $  (894)
   Adjustments to reconcile net loss to net cash used
         for operating activities:
      Income from discontinued operations ...........................        22         --
      Depreciation and amortization .................................       585        217
      Provision for doubtful accounts receivable ....................        --         (1)
   Changes in operating assets and liabilities:
      Increase in accounts receivable ...............................       (13)       (97)
      Increase in inventories .......................................       (35)       (30)
      (Increase) decrease in other assets ...........................         2        (17)
      (Decrease) increase in accounts payable and accrued expenses...      (114)       130
      Decrease in advance payments from customers ...................      (175)       (83)
      Decrease in liabilities related to discontinued operations ....       (60)       (12)
                                                                        -------    -------

         Net cash used for operating activities .....................    (1,364)      (787)
                                                                        -------    -------

Cash flows from investing activities:
   Purchase of property and equipment ...............................      (133)      (107)
   Increase in patents ..............................................       (41)       (41)
                                                                        -------    -------

         Net cash used for investing activities .....................      (174)      (148)
                                                                        -------    -------

Cash flows from financing activities:
   Proceeds from sale of common stock ...............................        25      2,169
                                                                        -------    -------
         Net cash provided by financing activities ..................        25      2,169
                                                                        -------    -------
         Net increase (decrease) in cash and cash equivalents .......    (1,513)     1,234

Cash and cash equivalents:
   Beginning of period ..............................................     2,114      1,050
                                                                        -------    -------
   End of period ....................................................   $   601    $ 2,284
                                                                        =======    =======





                                      -5-




   6

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF
ITEM 2.  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS--FISCAL 1996 SECOND QUARTER AND FIRST SIX MONTHS
COMPARED WITH FISCAL 1995 SECOND QUARTER AND FIRST SIX MONTHS

REVENUES

     The Company's total revenues for the second quarter of fiscal 1996 were
$795,000 as compared with $548,000 for last year's second quarter.  Total
revenues for the current six-month period were $1,764,000 compared with
$1,353,000 in the same period last year.

     OPTICAL MEMORY CARD PRODUCTS.  Sales of optical memory cards and related
products to value-added resellers (VARs), licensees, and end-user customers
increased to $1,547,000 for the first six months of fiscal 1996 as compared
with $1,340,000 for last year's comparable period.

     For the development of commercial market applications for its products,
the Company utilizes VARs as part of its marketing and distribution program for
LaserCard(R) products.  Sales to VARs include optical memory cards, the
Company's integration software and device drivers/host adapters, optical card
reader/writers made by a licensee of the Company, and add-on peripherals made
by other companies (such as equipment for adding a digitized photo,
fingerprint, hand template, or signature to the cards).  The VARs then may add
application software, personal computers, and other peripherals, and resell
these systems into their end-user markets.

     During the first six months of fiscal 1996, the Company commercially sold
approximately 133,000 LaserCard(R) optical memory cards and 244 reader/writers
versus 77,000 cards and 204 reader/writers during the first six months of last
year.  Some of the more significant sales of optical memory cards and
reader/writers in the fiscal 1996 first half included:  44,000 cards and 67
reader/writers to an American company for its laser eye-surgery system for
vision correction; 5,000 cards for a Czech Republic bank; 32,000 cards and 47
reader/writers to an Italian customer for several programs (including an
electronic season ticket for the Parma soccer organization); 10,000 cards and
15 reader/writers to a customer in Brazil for a pilot healthcare/social
security program; 10,000 cards and 63 reader/writers to Information Spectrum,
Inc. (a U.S. government contractor) for the U.S. Army's Automated Manifest
System; 4,000 cards for a Honda distributor for issuance to customers as an
automobile warranty/maintenance records card; 5,000 cards for a healthcare
field trial in Saudi Arabia; 2,500 cards and three reader/writers for a
hospital in Portugal; 5,000 cards to a Korean licensee for the initial phase of
a "National Health Card" planned by the Korean government; 1,000 cards for the
"Golden Health Project" planned by the government of the People's Republic of
China.

     There can be no assurances that a VAR company will be successful in its
markets and place follow-on orders with the Company for additional quantities
of cards and systems.  To upgrade its VAR customer base, the Company will
continue its efforts to enlist additional VARs and eliminate nonproductive
ones.  The Company provides marketing leads, technical support, integration
software, application development software tools, and demonstration software to
assist VARs.  Eight new VARs purchased initial systems including optical cards
and equipment during the first six months of fiscal 1996.

     Software is an important factor in developing the commercial markets for
optical cards.  The Company's software consists of optical card device driver
and interface software, system software tools, and demonstration programs.  The
Company does not provide software for specific applications, but instead

                                      -6-
   7

depends on its VARs to either integrate optical card products into existing
software products or to write new application software for specific optical card
programs.  Several customers have already written optical card software programs
for applications such as automobile warranty/maintenance, cargo manifesting,
electronic money cards/bank debit cards, optical key systems, and various
medical-related applications such as medical image storage and patient
medical/health history cards.  Other application software development is
underway by VARs and their customers.

     Optical memory cards are used in conjunction with card reader/writer
equipment connected to personal computers and accessed in the same manner as
floppy disk drives.  Such reader/writers are incorporated into LaserCard
systems sold to VARs and other customers of the Company.  The Company does not
manufacture card reader/writers but does expect to continue purchasing such
equipment from its sole-source supplier, Nippon Conlux Co., Ltd., a Japanese
licensee of the Company.  The price, performance, and availability of such
reader/writers are factors in the commercialization of optical cards.  The
Company sells reader/writers for a few thousand dollars per unit, and these
units generally include the Company's integration software and device drivers.
Sales of a newly developed, smaller, and faster optical card reader/writer from
Nippon Conlux began in early calendar year 1995.  The Company believes that the
smaller size and faster read/write speeds of this new model should have a
positive effect on the optical memory card market.

     Two other licensees of the Company have the capability of producing
LaserCard-compatible reader/writers but are not manufacturing them at this
time.  The Company can give no assurance that increased production of card
reader/writers will occur in the near term or that high-volume sales and
correspondingly lower prices will result.  If market demand increases sharply
over a short period of time, an initial shortage of reader/writers could
result.  The Company's inventory level for reader/writers fluctuates based on
the timing of purchases and sales.  Currently, the Company has a sales order
backlog for card reader/writers and, therefore, does not maintain an inventory
of this item at this time.

     During fiscal 1995, the Company exhibited an optical memory card that also
contains an integrated circuit ("IC").  If orders are received for this hybrid
card, the Company would rely on outside vendors to add a customer-specified IC
to the optical memory card and to provide IC card reader/writers.  This
multi-function IC/optical card has the potential to expand the number of card
applications and customers, and therefore the market size, for the Company's
optical memory cards.

     LICENSING.   License revenues of $200,000 during the first six months of
fiscal 1996 were the result of an agreement which includes a trademark license
and an installment payment toward the purchase of a LaserCard distribution
license.  There were no license revenues for the first six months of fiscal
1995.  License fees received by the Company are unconditional and
nonrefundable,  and no significant obligations remain unfulfilled by the
Company under any of its licenses.  The Company is actively pursuing its
efforts to generate additional license revenues; however, license sales by the
Company are sporadic and unpredictable as to timing and type of license.  The
magnitude of future license revenues, if any, cannot be predicted or inferred
from past events.

     ROYALTIES.  Although royalty revenues have not yet reached material
amounts, the Company does anticipate future royalty income on a long-term,
continuing basis from among two royalty-bearing optical memory card
manufacturing licenses and several royalty- bearing, equipment-license upgrades
previously sold.  The Company cannot predict whether or when equipment or card
sales by its licensees will result in material royalties to the Company, since
the optical memory card industry is in the early commercial stage.  Therefore,
the Company is not relying on royalty income and does not expect it to be a
significant factor in the near term.

                                      -7-
   8

     BACKLOG.  The Company generally fills orders within 30 days of receipt of
purchase order or release order.  Therefore, there is not a consistent order
backlog.  At September 30, 1995, the Company's backlog totalled $840,000,
mainly for reader/writers.  The Company's quarterly sales are generally
dependent upon new orders placed each quarter.  Until a consistent material
level of order backlog is established, the Company's quarterly sales are
subject to material fluctuation.

MARGINS

     The gross margin on product sales for the first six months of fiscal 1996
was 30% as compared with 33% for the year-earlier period.  Costs related to the
optical memory card facility (depreciation expense, building lease payments,
and other costs) are allocated to cost of sales based upon the level of
manufacturing activity.  As the facility is used for research and engineering
purposes when not being used for manufacturing purposes, the remainder of these
expenses are charged to research and engineering expense.  During the first six
months of fiscal 1996, facility expenses of $235,000 were allocated to card
manufacturing as compared with $103,000 for last year's comparable period.  The
Company anticipates this allocation to increase as production and sales of
optical memory cards increase.  Likewise, there will be a decrease in research
and engineering activities and, therefore, a decrease in research and
engineering expenses when the optical memory card facility is used for
manufacturing at a higher degree than at present.

INCOME AND EXPENSES

     The Company's losses from continuing operations were $441,000 for the
second quarter of fiscal 1996 as compared with a $759,000 for last year's
second quarter; and $894,000 for the first six months of fiscal 1996 versus
$1,554,000 for the same period last year.  The main difference between the
amount for fiscal 1996 as compared with fiscal 1995 can be attributed to (a)
the $200,000 in license revenues received in the fiscal 1996 first quarter, as
discussed above under "Licensing," (b) the $200,000 in other income, as
discussed below under "Other Income and Expense," and (c) a $376,000 decrease
in depreciation expense, as discussed below under "Research and Engineering
Expenses."

     SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES (SG&A).  For the second
quarter and first six months of fiscal 1996, SG&A expenses were $580,000 and
$1,140,000, respectively, as compared with $428,000 and $938,000, respectively,
for the comparable periods in fiscal 1995.  Most of this difference is
attributable to a $79,000 increase in payroll expenses and a $68,000 increase
in legal expenses.  SG&A spending is expected to continue at current levels for
the short term.  The Company's plans include increased marketing activity,
which will be implemented if certain financial goals are achieved.

     RESEARCH AND ENGINEERING EXPENSES.  Research and engineering expenses were
$321,000 and $653,000, respectively, for the second quarter and first six
months of fiscal 1996 as compared with $554,000 and $1,114,000, respectively,
for last year's comparable periods.  Research and engineering expenses
primarily consist of the majority of the operating costs and depreciation and
amortization expenses on the card facility, which is used both for engineering
and for manufacturing.  Depreciation and amortization expenses charged to
research and engineering expenses decreased to $58,000 and $115,000,
respectively, for the second quarter and first six months of fiscal 1996 as
compared with $245,000 and $491,000, respectively, for the same periods last
year.  This was due mainly to a change in the estimated useful life of the
optical card manufacturing equipment during fiscal 1995.

     Because the initial development of the optical card and the design and
construction of the optical card facility are complete, the large initial
development costs are no longer necessary.  Therefore, for the short term the
optical card facility expenses are expected to continue at the current level,
except for a possible modest increase.  Research and engineering expenses are
expected to decrease as optical card production

                                      -8-
   9

increases and these resources are allocated to production to a greater degree
than at present. The Company believes this reduction will not have any negative
effect on its optical card business.  It also is possible that future projects
may require increased spending as the optical card industry grows.

     OTHER INCOME AND EXPENSE.  Other income for the second quarter of fiscal
1996 consisted of a $200,000 partial payment, received during the fiscal 1996
first quarter, toward a potential license upgrade.  This amount was recorded as
deferred revenue at June 30, 1995.  During the fiscal 1996 second quarter, this
nonrefundable payment was recognized as income due to the other party's
subsequent default under the agreement.  See Part II, Item 3, "Legal
Proceedings."

     Interest income for the second quarter of fiscal 1996 was $26,000 versus
$4,000 for last year's second quarter, mainly due to an increase in invested
funds.  Interest income for the first six months of fiscal 1996 was $32,000 as
compared with $17,000 for the first six months of fiscal 1995.  The Company's
interest expense on short-term loans was $3,000 for the first six months of
fiscal 1996 versus $2,000 for the first six months of fiscal 1995.

     DISCONTINUED OPERATIONS.  During fiscal 1995, the Company completed
settlement of its remaining commitments related to its emulsion photoplate
operation, which was discontinued during fiscal 1993, at an amount lower than
the Company's accruals for these items.  Therefore, discontinued operations had
income of $22,000 for the first six months of fiscal 1995.  There was no income
of this type for the first six months of fiscal 1996.

LIQUIDITY

     As of September 30, 1995, the Company had cash and cash equivalents of
$2,284,000 and a current ratio of 3.2 to 1.  Net cash used for operating
activities was $787,000 for the first six months of fiscal 1996 as compared
with $1,364,000 for last year's first six months.  The Company had no long-term
debt as of September 30, 1995.

     The Company has not established a line of credit.  Generally, the
Company's customers make advance payments, in whole or in part, at time of
order placement, because the Company's optical memory cards are usually made to
custom specifications that are specific to each customer, end user, or
application.  Therefore, the Company believes that working capital should be
sustainable provided order levels increase.  The Company may negotiate a line
of credit if and when it becomes appropriate.

     At the current level of product sales, the Company does not generate cash
or profits from operations.  To fund its operations, the Company requires
either a substantial increase in order levels of optical cards, sales of
additional licenses, or additional financing.  Based on current raw material
costs and other expense calculations, the Company estimates that it will break
even on cash flow if it achieves annual sales in the range of 1.5 to 2 million
cards.

     The Company's card manufacturing facility has a designed production
capacity of 25 million to 40 million cards per year, depending on card type and
color printing requirements.  To implement this capacity, some portions of the
card facility require additional equipment or upgrades; for example, in-process
QA inspection equipment.  The Company has prepared an incremental plan for this
equipment and upgrades and for adding production employees when large
quantities of cards are ordered.  This plan requires an estimated $3 million in
capital improvements to attain the 25 million card production level and would
be implemented in stages.  For example, the Company's optical card
manufacturing facility currently has an annualized machine capacity to produce
approximately 3 million cards.  The estimated incremental capital equipment
expenditures required for the following production capacities are:  6 million
cards annually,


                                      -9-
   10

$500,000; 10 million cards annually, $400,000; 15 million cards annually,
$400,000; 25 million cards annually, $1.7 million.  The incremental stages
would be implemented as customer orders and customer financial commitments are
of a sufficient magnitude to justify each step.

     At September 30, 1995, the Company had an accumulated deficit of
$24,523,000.  The Company anticipates that the size of its losses will decrease
due to anticipated increases in sales of optical memory cards and related
products.  However, if increased commercialization is delayed and the Company
does not realize such increased sales, its losses will remain at previous
levels, except in the event of sporadic sales of licenses which range in price
from approximately $1 million for a card distribution license to over $10
million for a card manufacturing license.

     During the first six months of fiscal 1996, the Company had cash receipts,
net of expenses, of $449,000 from the private placement of 115,000 shares of
its common stock.  These shares have not been registered under the Securities
Act of 1933 and cannot be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.  The
Company has agreed to file an S-3 registration statement covering certain of
the shares sold by the Company under private placements in fiscal years 1994,
1995, and 1996.  At such time as the SEC approves the registration, the
shareholders may resell the shares.

     During the first six months of fiscal 1996, Company employees and
consultants purchased from the Company 325,150 shares of registered common
stock, at an average price of $5.24 per share, through the exercise of stock
options under the Company's 1991 Stock Option Plan, which resulted in
additional cash receipts to the Company of $1,705,000.  As of September 30,
1995, Company employees and consultants held unexercised, vested options to
purchase 862,900 shares of common stock at exercise prices ranging from $4.25
to $9.06 per share, for an aggregate amount of $5,571,000 and an average price
of $6.46 per share.

     The Company will vigorously continue its marketing and licensing efforts
and will consider opportunities for additional equity financing in order to
strengthen its cash position, to accelerate its marketing and sales activities,
and to add software and manufacturing capabilities to more rapidly build sales
of optical memory cards.  The Company is not aware of any material adverse
trends that would limit its ability to finance operations through additional
equity placements, if required.  However, the Company cannot guarantee that
such financing would be available, if needed.

STOCK PRICE VOLATILITY

     The Company's common stock price is subject to significant volatility due
to fluctuations in revenues, earnings, capitalization, liquidity, press
coverage, and financial market interest.  Some of these factors may be
exacerbated because the Company operates solely in the optical memory card
products industry, which is in the early stage of commercialization.


PART II.   OTHER INFORMATION


ITEM 3.    LEGAL PROCEEDINGS

     On September 28, 1995, the Company filed a complaint against LeRoy A.
Pesch, Genus Technology Corporation, LAPESCH & Company, and Genus Technology,
N.V., in Santa Clara County California Superior Court, to collect an $800,000
balance due under an upgrade license agreement entered into between the Company
and Genus Technology Corporation.  The other defendants are guarantors and/or
co-obligors.  The defendants are required to respond to the complaint by
November 15, 1995.

                                      -10-

   11

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the Company's September 15, 1995 Annual Meeting of Stockholders, the
Company's stockholders (i) re-elected the Board of Directors; and (ii) approved
amendments to the 1991 Stock Option Plan, including  an increase in the number
of shares reserved thereunder by 400,000 shares.

     On the amendment of the Stock Option Plan, 6,699,522 shares were voted in
favor, constituting more than 77% of the 8,689,179 shares outstanding as of the
proxy record date of July 18, 1995.  The number of negative votes cast with
respect to the amendments to the Stock Option Plan was 1,205,623.

     There were no other matters submitted to a vote of security holders during
the quarter for which this report is filed.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



     (a)    Exhibit Number     Description                                            Page Number
            --------------     -----------                                            -----------
                                                                             
                 10.1          Amended "1991 Stock Option Plan" (Amended with              12
                               Stockholder Approval in Fiscal 1996 Second Quarter)



            No other exhibits are included in this report as the contents of
the required exhibits are either not applicable to Registrant, to be provided
only if Registrant desires, or contained elsewhere in this report.

     (b)    No reports on Form 8-K were filed by Registrant during the quarter
for which this report is filed.




                         DREXLER TECHNOLOGY CORPORATION

                                   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.


      Signature                   Title                           Date
      ---------                   -----                           ----

/s/ Jerome Drexler       Chairman of the Board of           November 10, 1995
- ------------------       Directors and President
Jerome Drexler           (Principal Executive Officer)


/s/Steven G. Larson      Vice President and Treasurer       November 10, 1995
- -------------------      (Principal Financial Officer and
Steven G. Larson         Principal Accounting Officer)


                                      -11-

   12
                                EXHIBIT INDEX

Ex. 10.1        Amended "1991" Stock Plan" (Amended with Stockholder Approval
                in Fiscal 1996 Second Quarter)

Ex. 27          Financial Data Schedule