<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1997;
                                                  REGISTRATION NO. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          ----------------------------

                         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, CALIFORNIA 94043-1601
                                 (650) 969-7277
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                          ----------------------------

                         DREXLER TECHNOLOGY CORPORATION
                             1991 STOCK OPTION PLAN
                            (Full Title of the Plan)

                          ----------------------------
 
          JEROME DREXLER                        Copy to:
 CHAIRMAN OF THE BOARD OF DIRECTORS AND           JERALD E. ROSENBLUM, ESQ.
      CHIEF EXECUTIVE OFFICER                      MICHAEL W. PROZAN, ESQ.
  DREXLER TECHNOLOGY CORPORATION              ROSENBLUM, PARISH & ISAACS, P.C.
      1077 INDEPENDENCE AVENUE             160 W. SANTA CLARA STREET, SUITE 1500
 MOUNTAIN VIEW, CALIFORNIA 94043-1601             SAN JOSE, CALIFORNIA 95113
          (650) 969-7277                                (408) 280-2800
(Name, address, including zip code,  
and telephone number, including area 
code, of agent for service)

                          ----------------------------
 
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S>                                <C>                      <C>                           <C>                            <C>    
TITLE OF EACH CLASS OF SECURITES   AMOUNT TO BE   PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE     AMOUNT OF REGISTRATION
       TO BE REGISTERED             REGISTERED       PRICE PER SHARE (1)           OFFERING PRICE (1)                  FEE
------------------------------------------------------------------------------------------------------------------------------------
        COMMON STOCK              450,000 SHARES          $10.875                    $4,893,750                     $1,482.95
====================================================================================================================================

</TABLE>

(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
    filing fee, based on the average of the bid and ask prices for the Company's
    Common Stock as reported on the NASDAQ National Market System on October 30,
    1997.
                          ----------------------------

<PAGE>   2
FORWARD-LOOKING STATEMENTS. Certain statements made in documents incorporated by
reference herein relating to plans, objective 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 27A of
the Securities Act of 1933, 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 in the documents filed by the Company from
time to time with the Securities and Exchange Commission, including, but not
limited to, the Company's most recent report on Form 10-K filed June 25, 1997
and registration statement 33-88588 on Form S-3 and are incorporated herein by
this reference.

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The registrant hereby incorporates by reference

       (a)  the Form 10-K for the Fiscal Year Ended March 31, 1997 filed with
            the Securities and Exchange Commission on June 25, 1997 (the "Form
            10-K"); and 

       (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934, as amended since the end of the
            fiscal year covered by the Form 10-K.

ITEM 7.     INDEMNIFICATION OF OFFICERS AND DIRECTORS

       The information contained in the section Indemnification of Officers and
Directors of the Company's Form S-3 Registration Statement 33-88588 filed with
the Commission on September 17, 1996 is hereby incorporated by reference.

ITEM 8.     EXHIBITS.

                                  EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

     5      Opinion of Rosenblum, Parish & Isaacs, PC re Legality.
     23(a)  Consent of Arthur Andersen LLP
     23(b)  Consent of Rosenblum, Parish & Isaacs, PC (included in Exhibit 5).
     24     Power of Attorney (included on Page 3).

ITEM 8      UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)    To file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

           (i)      To include any prospectus required by section 10(a)(3) of
           the Securities Act of 1993;

           (ii)      To reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the registration statement. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the prospectus
           filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of
           this chapter) if, in the aggregate, the changes in volume and price
           represent no more than a 20% change in the maximum aggregate offering
           price set forth in the "Calculation of Registration Fee" table in the
           effective registration statement;

           (iii)     To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in 


                                      -1-
<PAGE>   3


                        the registration statement;

                        Provided, however, that paragraphs (a)(1)(i) and
            (a)(1)(ii) of this section do not apply if the registration
            statement is on Form S-3, Form S-8 or Form F-3, and the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed with or furnished
            to the Commission by the registrant pursuant to section 13 or
            section 15(d) of the Securities Exchange Act of 1934 that are
            incorporated by reference in the registration statement.

            (2) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

            (3) That, for purposes of determining any liability under the
            Securities Act of 1933, as amended, (the "Act") each filing of the
            registrant's annual report pursuant to section 13(a) or section
            15(d) of the Securities Exchange Act of 1934 (and, where applicable,
            each filing of an employee benefit plan's annual report pursuant to
            section 15(d) of the Securities Exchange Act of 1934) that is
            incorporated by reference in the registration statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

                        The undersigned registrant hereby undertakes that, for
            purposes of determining any liability under the Securities Act of
            1933, as amended, each filing of the registrant's annual report
            pursuant to section 13(a) or section 15(d) of the Securities
            Exchange Act of 1934 (and, where applicable, each filing of an
            employee benefit plan's annual report pursuant to section 15(d) of
            the Securities Exchange Act of 1934) that is incorporated by
            reference in the registration statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.

                        Insofar as indemnification for liabilities arising under
            the Securities Act of 1933, as amended, may be permitted to
            directors, officers and controlling persons of the registrant
            pursuant to the foregoing provisions, or otherwise, the registrant
            has been advised that in the opinion of the Securities and Exchange
            Commission such indemnification is against public policy as
            expressed in the Act and is, therefore, unenforceable. In the event
            that a claim for indemnification against such liabilities (other
            than the payment by the registrant of expenses incurred or paid by a
            director, officer or controlling person of the registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public policy
            as expressed in the Act and will be governed by the final
            adjudication of such issue.




                                    * * * * *

              [The remainder of this page is intentionally blank.]




                                      -2-

<PAGE>   4



                                   SIGNATURES

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF MOUNTAIN VIEW, STATE OF CALIFORNIA, ON NOVEMBER 4,
1997.

                              DREXLER TECHNOLOGY CORPORATION



                              By /s/ JEROME DREXLER
                                 ----------------------------------------------
                                     Jerome Drexler, Chairman of the Board of 
                                     Directors And Chief Executive Officer


                                POWER OF ATTORNEY

            EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS
JEROME DREXLER AND STEVEN G. LARSON, JOINTLY AND SEVERALLY, HIS
ATTORNEY-IN-FACT, EACH WITH THE POWER OF SUBSTITUTION FOR HIM IN ANY AND ALL
CAPACITIES, TO SIGN ANY AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS
REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH EXHIBITS THERETO AND OTHER
DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION,
HEREBY RATIFYING AND CONFIRMING ALL THAT EACH OF SAID ATTORNEYS-IN-FACT, OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.



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

/s/  JEROME DREXLER        Chairman of the Board of           November 4, 1997
------------------------   Directors and Chief Executive
Jerome Drexler             Officer(Principal Executive 
                           Officer)           
                                       



/s/  STEVEN G. LARSON      Vice President and Treasurer       November 4, 1997
-----------------------    (Chief Financial and
Steven G. Larson           Accounting Officer)
            
                                       



/s/  ARTHUR H. HAUSMAN     Director                           November 4, 1997
-----------------------
Arthur H. Hausman



/s/  WILLIAM E. McKENNA    Director                           November 4, 1997
-----------------------
William E. McKenna


                                      -3-


<PAGE>   5




                                  EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

    5        Opinion of Rosenblum, Parish & Isaacs, PC re Legality.
    23(a)    Consent of Arthur Andersen LLP
    23(b)    Consent of Rosenblum, Parish & Isaacs, PC (included in Exhibit 5).
    24       Power of Attorney (included on Signature Page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14127}]
{"company-data": {"conformed-name": "DREXLER TECHNOLOGY CORP", "cik": "0000030140", "assigned-sic": "3572", "irs-number": "770176309", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39493", "film-number": "97707725"}, "business-address": {"street1": "1077 INDEPENDENCE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4159697277"}, "mail-address": {"street1": "1077 INDEPENDENCE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1997;
                                                  REGISTRATION NO. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          ----------------------------

                         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, CALIFORNIA 94043-1601
                                 (650) 969-7277
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                          ----------------------------

                         DREXLER TECHNOLOGY CORPORATION
                             1991 STOCK OPTION PLAN
                            (Full Title of the Plan)

                          ----------------------------
 
          JEROME DREXLER                        Copy to:
 CHAIRMAN OF THE BOARD OF DIRECTORS AND           JERALD E. ROSENBLUM, ESQ.
      CHIEF EXECUTIVE OFFICER                      MICHAEL W. PROZAN, ESQ.
  DREXLER TECHNOLOGY CORPORATION              ROSENBLUM, PARISH & ISAACS, P.C.
      1077 INDEPENDENCE AVENUE             160 W. SANTA CLARA STREET, SUITE 1500
 MOUNTAIN VIEW, CALIFORNIA 94043-1601             SAN JOSE, CALIFORNIA 95113
          (650) 969-7277                                (408) 280-2800
(Name, address, including zip code,  
and telephone number, including area 
code, of agent for service)

                          ----------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF EACH CLASS OF SECURITES   AMOUNT TO BE   PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE     AMOUNT OF REGISTRATION
       TO BE REGISTERED             REGISTERED       PRICE PER SHARE (1)           OFFERING PRICE (1)                  FEE
------------------------------------------------------------------------------------------------------------------------------------
        COMMON STOCK              450,000 SHARES          $10.875                    $4,893,750                     $1,482.95
====================================================================================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
    filing fee, based on the average of the bid and ask prices for the Company's
    Common Stock as reported on the NASDAQ National Market System on October 30,
    1997.
                          ----------------------------
2
FORWARD-LOOKING STATEMENTS. Certain statements made in documents incorporated by
reference herein relating to plans, objective 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 27A of
the Securities Act of 1933, 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 in the documents filed by the Company from
time to time with the Securities and Exchange Commission, including, but not
limited to, the Company's most recent report on Form 10-K filed June 25, 1997
and registration statement 33-88588 on Form S-3 and are incorporated herein by
this reference.

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The registrant hereby incorporates by reference

       (a)  the Form 10-K for the Fiscal Year Ended March 31, 1997 filed with
            the Securities and Exchange Commission on June 25, 1997 (the "Form
            10-K"); and 

       (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934, as amended since the end of the
            fiscal year covered by the Form 10-K.

ITEM 7.     INDEMNIFICATION OF OFFICERS AND DIRECTORS

       The information contained in the section Indemnification of Officers and
Directors of the Company's Form S-3 Registration Statement 33-88588 filed with
the Commission on September 17, 1996 is hereby incorporated by reference.

ITEM 8.     EXHIBITS.

                                  EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

     5      Opinion of Rosenblum, Parish & Isaacs, PC re Legality.
     23(a)  Consent of Arthur Andersen LLP
     23(b)  Consent of Rosenblum, Parish & Isaacs, PC (included in Exhibit 5).
     24     Power of Attorney (included on Page 3).

ITEM 8      UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)    To file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

           (i)      To include any prospectus required by section 10(a)(3) of
           the Securities Act of 1993;

           (ii)      To reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the registration statement. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the prospectus
           filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of
           this chapter) if, in the aggregate, the changes in volume and price
           represent no more than a 20% change in the maximum aggregate offering
           price set forth in the "Calculation of Registration Fee" table in the
           effective registration statement;

           (iii)     To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in 

                                      -1-
3

                        the registration statement;

                        Provided, however, that paragraphs (a)(1)(i) and
            (a)(1)(ii) of this section do not apply if the registration
            statement is on Form S-3, Form S-8 or Form F-3, and the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed with or furnished
            to the Commission by the registrant pursuant to section 13 or
            section 15(d) of the Securities Exchange Act of 1934 that are
            incorporated by reference in the registration statement.

            (2) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

            (3) That, for purposes of determining any liability under the
            Securities Act of 1933, as amended, (the "Act") each filing of the
            registrant's annual report pursuant to section 13(a) or section
            15(d) of the Securities Exchange Act of 1934 (and, where applicable,
            each filing of an employee benefit plan's annual report pursuant to
            section 15(d) of the Securities Exchange Act of 1934) that is
            incorporated by reference in the registration statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

                        The undersigned registrant hereby undertakes that, for
            purposes of determining any liability under the Securities Act of
            1933, as amended, each filing of the registrant's annual report
            pursuant to section 13(a) or section 15(d) of the Securities
            Exchange Act of 1934 (and, where applicable, each filing of an
            employee benefit plan's annual report pursuant to section 15(d) of
            the Securities Exchange Act of 1934) that is incorporated by
            reference in the registration statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.

                        Insofar as indemnification for liabilities arising under
            the Securities Act of 1933, as amended, may be permitted to
            directors, officers and controlling persons of the registrant
            pursuant to the foregoing provisions, or otherwise, the registrant
            has been advised that in the opinion of the Securities and Exchange
            Commission such indemnification is against public policy as
            expressed in the Act and is, therefore, unenforceable. In the event
            that a claim for indemnification against such liabilities (other
            than the payment by the registrant of expenses incurred or paid by a
            director, officer or controlling person of the registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public policy
            as expressed in the Act and will be governed by the final
            adjudication of such issue.

                                    * * * * *

              [The remainder of this page is intentionally blank.]

                                      -2-
4

                                   SIGNATURES

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF MOUNTAIN VIEW, STATE OF CALIFORNIA, ON NOVEMBER 4,
1997.

                              DREXLER TECHNOLOGY CORPORATION

                              By /s/ JEROME DREXLER
                                 ----------------------------------------------
                                     Jerome Drexler, Chairman of the Board of 
                                     Directors And Chief Executive Officer

                                POWER OF ATTORNEY

            EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS
JEROME DREXLER AND STEVEN G. LARSON, JOINTLY AND SEVERALLY, HIS
ATTORNEY-IN-FACT, EACH WITH THE POWER OF SUBSTITUTION FOR HIM IN ANY AND ALL
CAPACITIES, TO SIGN ANY AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS
REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH EXHIBITS THERETO AND OTHER
DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION,
HEREBY RATIFYING AND CONFIRMING ALL THAT EACH OF SAID ATTORNEYS-IN-FACT, OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

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

/s/  JEROME DREXLER        Chairman of the Board of           November 4, 1997
------------------------   Directors and Chief Executive
Jerome Drexler             Officer(Principal Executive 
                           Officer)           
                                       

/s/  STEVEN G. LARSON      Vice President and Treasurer       November 4, 1997
-----------------------    (Chief Financial and
Steven G. Larson           Accounting Officer)
            
                                       

/s/  ARTHUR H. HAUSMAN     Director                           November 4, 1997
-----------------------
Arthur H. Hausman

/s/  WILLIAM E. McKENNA    Director                           November 4, 1997
-----------------------
William E. McKenna

                                      -3-
5

                                  EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

    5        Opinion of Rosenblum, Parish & Isaacs, PC re Legality.
    23(a)    Consent of Arthur Andersen LLP
    23(b)    Consent of Rosenblum, Parish & Isaacs, PC (included in Exhibit 5).
    24       Power of Attorney (included on Signature Page).