<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[Mark One]

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

                For the Quarterly Period Ended September 30, 1996

                                       OR

   / /          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from
                ________ to ______

                         Commission File Number: 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 (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. /X/ Yes / / No

Number of outstanding shares of Common Stock, $.01 par value, at September 30,
1996: 9,088,884

<PAGE>   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, 1996, included in the Company's Form 10-K Annual Report.

     The results of operations for the six months ended September 30, 1996 are
not necessarily indicative of results to be expected for the entire year ending
March 31, 1997.


                                      -2-
<PAGE>   3

                 DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

               (In thousands, except share and per share amounts)


<TABLE>
<CAPTION>
                                     Assets                     March 31,      Sept. 30,
                                                                  1996           1996
                                                                --------       --------
                                                                              (Unaudited)
<S>                                                             <C>            <C>     
Current assets:
    Cash and cash equivalents ............................      $  2,094       $  1,639
    Accounts receivable ..................................           667            290
    Inventories ..........................................           864          1,362
    Other current assets .................................           157            176
                                                                --------       --------
       Total current assets ..............................         3,782          3,467
                                                                --------       --------
Property and equipment, at cost ..........................        13,067         13,221
    Less--accumulated depreciation and amortization ......       (11,460)       (11,614)
                                                                --------       --------
       Property and equipment, net .......................         1,607          1,607
Patents, net .............................................           982            940
                                                                --------       --------
          Total assets ...................................      $  6,371       $  6,014
                                                                ========       ========
                      Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable .....................................      $  1,498       $    458
    Accrued payroll costs ................................           233            299
    Advance payments from customers ......................           177            181
    Other accrued liabilities ............................           136            160
                                                                --------       --------
       Total current liabilities .........................         2,044          1,098
                                                                --------       --------
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--8,831,674 shares at March 31, 1996 and
          9,088,884 shares at September 30, 1996 .........            88             91
    Additional paid-in capital ...........................        29,452         31,121
    Accumulated deficit ..................................       (25,213)       (26,296)
                                                                --------       --------
       Total stockholders' equity ........................         4,327          4,916
                                                                --------       --------
          Total liabilities and stockholders' equity .....      $  6,371       $  6,014
                                                                ========       ========
</TABLE>


                                      -3-
<PAGE>   4

                 DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

               (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                         Three Months Ended          Six Months Ended
                                                            September 30,              September 30,
                                                        1995          1996          1995           1996
                                                       -------       -------       -------       -------
<S>                                                    <C>           <C>           <C>           <C>    
Revenues:
    Product sales ...............................      $   785       $ 1,013       $ 1,547       $ 1,622
    License fees and royalties ..................           10             5           217            14
                                                       -------       -------       -------       -------
       Total revenues ...........................          795         1,018         1,764         1,636
                                                       -------       -------       -------       -------
Costs and expenses:
    Cost of product sales .......................          555           675         1,089         1,098
    Selling, general, and administrative expenses          580           578         1,140         1,212
    Research and engineering expenses ...........          321           211           653           447
                                                       -------       -------       -------       -------
       Total costs and expenses .................        1,456         1,464         2,882         2,757
                                                       -------       -------       -------       -------
          Operating loss ........................         (661)         (446)       (1,118)       (1,121)
Other income and expense:
    Other income ................................          195             5           195            20
    Interest income .............................           26             5            32            21
    Interest expense ............................           (1)           (1)           (3)           (3)
                                                       -------       -------       -------       -------
       Total other income, net ..................          220             9           224            38
                                                       -------       -------       -------       -------
          Net loss ..............................         (441)         (437)         (894)       (1,083)
          Net loss per share ....................      $ (0.05)      $ (0.05)      $ (0.10)      $ (0.12)
                                                       =======       =======       =======       =======
Weighted average common shares ..................        8,728         8,942         8,564         8,895
                                                       =======       =======       =======       =======
</TABLE>


                                      -4-
<PAGE>   5

                 DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                             September 30,
                                                                          1995          1996
                                                                         -------       -------
<S>                                                                      <C>           <C>     
Cash flows from operating activities:
   Net loss .......................................................      $  (894)      $(1,083)
   Adjustments to reconcile net loss to net cash used
          for operating activities:
       Depreciation and amortization ..............................          217           244
       Compensation on stock plan activity ........................            5             7
   Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable .................          (98)          377
       Increase in inventories ....................................          (30)         (498)
       Increase in other assets ...................................          (17)          (19)
       (Decrease) increase in accounts payable and accrued expenses          130          (950)
       (Decrease) increase in advance payments from customers
          and deferred revenue ....................................          (83)            4
       Decrease in liabilities related to discontinued operations .          (12)           --
                                                                         -------       -------
          Net cash used for operating activities ..................         (782)       (1,918)
                                                                         -------       -------
Cash flows from investing activities:
   Purchase of property and equipment .............................         (107)         (161)
   Increase in patents ............................................          (41)          (41)
                                                                         -------       -------
          Net cash used for investing activities ..................         (148)         (202)
                                                                         -------       -------
Cash flows from financing activities:
   Proceeds from sale of common stock .............................        2,164         1,665
                                                                         -------       -------
          Net cash provided by financing activities ...............        2,164         1,665
                                                                         -------       -------
          Net increase (decrease) in cash and cash equivalents ....        1,234          (455)
Cash and cash equivalents:
   Beginning of period ............................................        1,050         2,094
                                                                         -------       -------
   End of period ..................................................      $ 2,284       $ 1,639
                                                                         =======       =======
</TABLE>


                                      -5-
<PAGE>   6

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

     RESULTS OF OPERATIONS--FISCAL 1997 SECOND QUARTER AND FIRST SIX MONTHS
        AS COMPARED WITH FISCAL 1996 SECOND QUARTER AND FIRST SIX MONTHS

Revenues

       The Company's total revenues for the second quarter of fiscal 1997 were
$1,018,000 as compared with $795,000 for last year's second quarter. Total
revenues for the current six-month period were $1,636,000 compared with
$1,764,000 for 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 were
$1,622,000 for the first six months of fiscal 1997 as compared with $1,547,000
for the year-earlier period.

       For the development of commercial market applications for its products,
the Company utilizes VAR companies as part of its marketing and distribution
program for LaserCard(R) products. Sales to VARs include the Company's optical
memory cards, the Company's system software, 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 may add application software, personal
computers, and other peripherals, and then resell these products, integrated
into data systems, for end-user customers in their geographic regions.

       For the first six months of fiscal 1997, the Company commercially sold
approximately 183,000 LaserCard(R) optical memory cards and 195 reader/writers.
Some of the current applications for the Company's optical memory card products
are: U.S. government-related programs; medical data applications in the United
States; several programs in Italy, including a secure soccer-season ticket; and
two programs in the Philippines--an admission pass/retail purchase log at a
duty-free shopping zone and a vehicle warranty/maintenance records card.

       There can be no assurances that any VAR company in any country will be
successful in its markets or field trials or that it will place follow-on orders
with the Company for additional quantities of cards and systems. In order to
upgrade its VAR customer base to increase the probability of success, the
Company will continue its efforts to recruit new VARs and eliminate
nonproductive ones. The Company provides marketing leads, customer support, and
system software to assist VARs.

       Software is an important factor in developing the commercial markets for
optical memory cards. The Company's system software consists of optical card
interface software/device drivers, file systems, software development tools, and
demonstration software. The Company does not provide software for specific
applications, but instead depends on its VARs to integrate optical card products
into existing software products, write new application software for specific
optical card programs, or license software from other VARs. Several VARs have
written optical card software programs for applications such as automobile
warranty/maintenance, cargo manifesting, digital optical key systems,
admissions/ID, data logging systems, and various medical-related applications
such as medical image storage and 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


                                      -6-
<PAGE>   7

LaserCard systems sold to VARs and other customers 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
interface software/device drivers.

       The Company does not manufacture card reader/writers but instead
continues to purchase such equipment from a Japanese licensee, Nippon Conlux
Co., Ltd., currently the Company's sole supplier of reader/writers. The
Company's inventory level for reader/writers fluctuates based on the timing of
purchases and sales. As of the end of the fiscal 1997 second quarter, the
Company had over 100 reader/writers in inventory. 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. Also, an interruption or change
in the supply of reader/writers could cause a delay in product shipments and a
possible loss of sales, which would affect operating results adversely.

       LICENSES. There were no license revenues for the first six months of
fiscal 1997, as compared with revenues of $200,000 for the fiscal 1996 first six
months, from an agreement that included a trademark license and a LaserCard
distribution license payment. 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 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.

       BACKLOG. The Company generally fills most orders within 30 to 120 days of
receipt of purchase order or release order. Therefore, to date there has not
been a consistent, large order backlog. The Company's quarterly sales are
generally dependent upon new orders placed each quarter. Until a large order
backlog is established, the Company's quarterly sales will be subject to
material fluctuation.

Margins

       The gross margin on product sales for the first six months of fiscal 1997
was 32% as compared with 30% for the year-earlier period.

       The gross margin on optical memory card sales will fluctuate based upon
type and volume of cards sold. As card manufacturing for commercial orders
increases, the Company's optical memory card manufacturing facility is used less
for the purposes of research and engineering. Therefore, more of the
manufacturing facility costs (depreciation expense, building lease payments, and
other costs) are allocated to cost of card manufacturing, and less of these
costs are charged to research and engineering. For the first six months of
fiscal 1997 and fiscal 1996, respectively, the Company allocated 49% and 37% of
the facility expenses to card manufacturing for commercial orders and marketing
samples. When the Company reaches a production level of approximately 1.5
million cards per year for commercial orders, the cost allocation percentages
should become relatively fixed, with essentially all of the card manufacturing
facility costs allocated to cost of product


                                      -7-
<PAGE>   8

sales. The facility expenses will then become a fixed cost component of product
sales and should decrease on a per-card basis as volumes increase.

Income and Expenses

       SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES (SG&A). For the fiscal 1997
second quarter and first six months, SG&A expenses were $578,000 and $1,212,000,
respectively, as compared with $580,000 and $1,140,000, respectively, for the
same periods last year. Most of this difference for the first six months is
attributable to increased payroll expenses. SG&A spending is expected to
continue at current levels for the short term. If certain financial goals are
achieved, the Company's plans include increased marketing and customer support
activity.

       RESEARCH AND ENGINEERING EXPENSES. Research and engineering expenses were
$211,000 and $447,000, respectively, for the fiscal 1997 second quarter and
first six months versus $321,000 and $653,000, respectively, for last year's
comparable periods. The optical memory card facility is used for both
engineering and manufacturing. Therefore, the facility costs (depreciation
expense, building lease payments, and other costs) are allocated between
manufacturing and engineering based upon the level of manufacturing activity.

       As optical card production increases and card manufacturing resources are
allocated to card production to a greater degree than at present, reported
research and engineering expenses are expected to decrease. The Company believes
that the reduction in card manufacturing facility expenses allocated to research
and engineering will not have any negative effect on its optical card business
since research and engineering projects are continuing. 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 first six months of fiscal
1996 included $200,000 from a forfeited deposit on a license agreement that was
not consummated. Other income for the fiscal 1997 first six months also included
a $20,000 gain on foreign currency exchange; there was no income of this type
for the first six months of last year. Interest income for the first six months
of fiscal 1997 was $21,000 as compared with $32,000 for the year-earlier period.

                                    LIQUIDITY

       As of September 30, 1996, the Company had cash and cash equivalents of
$1,639,000 and a current ratio of 3.2 to 1. Cash used for operating activities
was $1,918,000 for the first six months of fiscal 1997 as compared with $782,000
for last year's first six months. The increase in cash used was due mainly to
the $950,000 decrease in accounts payable during the first six months of fiscal
1997. As of September 30, 1996, the Company had no long-term debt.

       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. The
Company believes that although working capital requirements should grow in
proportion to product shipment levels, the advance payments will reduce the need
for working capital financing. The Company may negotiate a line of credit if and
when it becomes appropriate, although no assurance can be made that such
financing would be available, if needed.

       At the current level of product sales, the Company does not generate cash
or profits from operations. At September 30, 1996, the Company had an
accumulated deficit of $26,296,000; and, except for sporadic


                                      -8-
<PAGE>   9

sales of licenses (which in the past have ranged in price from approximately $1
million for a card distribution license to $10 million for a card manufacturing
license), quarterly losses are anticipated until there is increased
commercialization of the Company's products. Thus, 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 operations at annual sales of approximately 1.5 million
optical memory cards along with sales of related hardware. If there is slow
progress by customers in the development and implementation of LaserCard-based
programs, this could extend the period during which the Company would need
additional financing.

       The Company's total deferred tax asset was $14,953,000 at March 31, 1996.
If utilized, the deferred tax asset would reduce future tax expense and
payments. Included are amounts derived from federal income tax net operating
losses that will expire at various dates from 2001 through 2011, amounts from
state income tax net operating losses that will expire at various dates from
1997 through 2001, and amounts from tax credits that will expire from 2000
through 2004. The ability of the Company to utilize this deferred tax asset is
contingent upon generating sufficient income within the stated time periods;
therefore, it is uncertain that the deferred tax asset will be realized.
Accordingly, the Company has recorded a full valuation allowance against this
asset; and, therefore, the net deferred tax asset is not included on the
Company's balance sheet at this time.

       The Company's plan to increase card production capacity calls for the
addition over several years of $4.3 million in capital equipment to the card
manufacturing facility and additional production employees when customer orders
are of sufficient magnitude to justify each incremental step. This investment in
capital equipment would be implemented incrementally, as follows: to increase
the current production equipment capabilities from 3 million to 6 million cards
annually, $500,000; for producing up to 10 million cards annually, $2.4 million
more; for producing up to 25 million cards annually, $1.4 million more. The
Company may make additional capital investments for cost savings and other
purposes.

       During the first six months of fiscal 1997, Company employees and
consultants purchased from the Company 255,500 shares of registered common
stock, at an average price of $6.48 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 $1,657,000. As of September 30, 1996, Company
employees and consultants held unexercised, vested options to purchase 681,833
shares of common stock at exercise prices ranging from $4.25 to $12.62 per
share, for an average of $6.92 per share. These stock options, if exercised,
would provide the Company cash in the amount of $4,720,000.

       The Company will continue its product marketing activities and its
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
materially adverse trends that would limit its ability to finance operations
through additional equity financings, if required. However, the Company cannot
guarantee that such equity 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.


                                      -9-
<PAGE>   10

FORWARD-LOOKING STATEMENTS

       Certain statements made above relating to plans, objectives, and economic
performance go beyond historical information and may provide an indication of
future results. To that extent, they are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
each is subject to factors that could cause actual results to differ from those
in the forward-looking statement. Such factors are described above and in the
documents filed by the Company from time to time with the Securities and
Exchange Commission, including Form S-3 Registration Statement 33-88588.

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. ("Genus"), 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. The other defendants are guarantors and/or co-obligors.

       On November 29, 1995, the defendants answered by denying the allegations
of the complaint and asserting as a cross-complaint that defendant Genus was
wrongly denied the right to purchase 400,000 shares of the Company's common
stock at a purchase price of $5.75 per share. On January 16, 1996, the parties
entered into a stipulation to submit all issues raised in this litigation to
binding arbitration before the American Arbitration Association. On May 20,
1996, Dr. Pesch filed a Chapter 11 bankruptcy petition, thereby effecting an
automatic stay of the arbitration proceedings as to Dr. Pesch (but not as to the
other defendants).

       On August 28, 1996, the Arbitrator entered an award holding that the
defendants, other than Dr. Pesch, are liable in the amount of $800,000, plus
interest and costs, and that these defendants are not entitled to any offset,
reduction in award, or affirmative relief based on the cross-complaint. On
September 6, 1996, Dr. Pesch's bankruptcy proceedings were dismissed without
discharge of his debts.

       The Company will seek to obtain judicial judgments against all the
defendants, based on the Arbitrator's award and Dr. Pesch's avoidance of the
arbitration proceedings. There can be no assurance that the Company will be
successful in collecting on any such judgment. No portion of the $800,000
balance due is recorded in the Company's financial statements.

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

       At the Company's September 20, 1996 Annual Meeting of Stockholders, the
Company's stockholders (i) re-elected the Board of Directors; and (ii) approved
an amendment to the 1991 Stock Option Plan to increase in the number of shares
reserved thereunder by 250,000 shares.

       Of the 8,900,624 shares outstanding as of the record date of July 23,
1996, a total of 7,813,915 shares were voted by proxy, equaling 87.77% and
constituting a quorum. On the election of directors, votes cast for the election
of Messrs. Jerome Drexler, Arthur Hausman, and William E. McKenna were
7,387,339; 7,385,164; and 7,385,339, respectively, and votes withheld were
426,576; 428,751; and 428,576, respectively. On the amendment of the 1991 Stock
Option Plan, 7,183,698 shares were voted in favor; there were 540,149 negative
votes and 78,268 abstentions; and broker non-votes totalled 1,100,509.

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


                                      -10-
<PAGE>   11

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibit No.                     Exhibit Description

                 10.1            Amended Drexler Technology
                                 Corporation "1991 Stock Option Plan";
                                 amendment approved by stockholder vote
                                 on September 20, 1996.

                 27              Financial Data Schedule

             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.

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:

                              DREXLER TECHNOLOGY CORPORATION

                              (Registrant)

Date: November 8, 1996        /s/Jerome Drexler
                              -----------------------------------
                              Jerome Drexler,
                              Chairman of the Board of Directors and President
                              (Principal Executive Officer)

Date: November 8, 1996        /s/Steven G. Larson
                              -----------------------------------
                              Steven G. Larson,
                              Vice President of Finance and Treasurer
                              (Principal Financial Officer
                              and Principal Accounting Officer)


                                       11
<PAGE>   12
                                EXHIBIT INDEX

Ex. 10.1   Amended "1991 Stock Option Plan"
           (Amendment Approved by Stockholder Vote on September 20, 1996)

Ex. 27     Financial Data Schedule