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EXHIBIT 31.2

                     Rule 13a-14(a)/15d-14(a) Certification


     I, Richard M. Haddock, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Drexler Technology
Corporation, a Delaware corporation ("registrant"), for the period ending
December 31, 2003;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this amended annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this amended annual
report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

        (a) designed such disclosure controls and procedures, or caused such
disclosure controls or procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this amendment to annual report is being
prepared;

        (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures, and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

        (c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
fiscal quarter ended December 31, 2003, that has materially affected, or is
reasonable likely to materially affect, the registrant's internal control over
financial reporting; and

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

        (a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonable
likely to adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

        (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls over financial reporting.

Date:   February 17, 2004


By:     /s/ Richard M. Haddock
         ---------------------
        Richard M. Haddock
        Co-Chief Executive Officer
        (Co-Principal Executive Officer)

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