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EXHIBIT 31.2

Page 88


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

        I, Richard M. Haddock, certify that:

        1.      I have reviewed this Annual Report on Form 10-K of Drexler
Technology Corporation, a Delaware corporation ("registrant"), for the period
ending March 31, 2004;

        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 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 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 recent fiscal quarter ended March 31, 2004, 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:   June 15, 2004


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