content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1996
                                                       REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                       AMERICAN SCIENCE AND ENGINEERING, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
            MASSACHUSETTS                                    04-2440991
  (State or Other Jurisdiction of                        (I.R.S. Employer
  Incorporation or Organization)                         Identification. No.)
  
                     829 MIDDLESEX TURNPIKE, BILLERICA, MA 01821
                 (Address of Principal Executive Offices) (Zip Code)
  
                                    -------------
  
                       AMERICAN SCIENCE AND ENGINEERING, INC.
                     1996 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                                (Full Title of Plan)
  
                                 JEFFREY A. BERNFELD
                       AMERICAN SCIENCE AND ENGINEERING, INC.
                               829 MIDDLESEX TURNPIKE
                           BILLERICA, MASSACHUSETTS 01821
                       (Name and Address of Agent for Service)
  
                                   (508) 262-8700
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                    -------------
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  <TABLE>
  <CAPTION>
                                             Proposed           Proposed
                             Amount          Maximum            Maximum
    Title of Securities       to be       Offering Price   Aggregate Offering      Amount of
     to be Registered      Registered      Per Share(1)           Price        Registration Fee
  - ---------------------------------------------------------------------------------------------
  <S>                      <C>            <C>              <C>                 <C>
  Common Stock,
  $.66 2/3 par value       300,000 (2)      $11.69 (3)      $3,507,000 (3)        $1,209.31
  =============================================================================================
  </TABLE>
  
  ================================================================================
  
          (1) Estimated solely for the purpose of determining the registration fee
  pursuant to Rule 457 under the Securities Act of 1933, as amended.
  
          (2) Such presently indeterminable number of additional shares of Common
  Stock are also registered hereunder as may be issued in the event of a merger,
  consolidation, reorganization, recapitalization, stock dividend, stock split or
  other similar change in Common Stock.
  
          (3) Based upon the average high and low prices for the Registrant's
  Common Stock, $.66 2/3 par value (the "Common Stock"), on July 25, 1996 as
  reported by the American Stock Exchange.
  
  Total Number of Pages                             Exhibit Index at Page
  <PAGE>   2
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents are hereby incorporated by reference into this
  Registration Statement:
  
           (a)      The Registrant's latest Annual Report filed pursuant to
                    Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                    as amended (the "Exchange Act"), or either (i) the latest
                    prospectus filed pursuant to Rule 424(b) under the Securities
                    Act of 1933, as amended (the "Securities Act"), that contains
                    audited financial statements for the Registrant's latest
                    fiscal year for which such statements have been filed or (ii)
                    the Registrant's effective Registration Statement on Form 10
                    filed under the Exchange Act containing audited financial
                    statements for the Registrant's latest fiscal year;
  
           (b)      All other reports filed by the Registrant pursuant to Section
                    13(a) or 15(d) of the Exchange Act since the end of the fiscal
                    year covered by the Registrant's documents referred to in (a)
                    above; and
  
           (c)      The description of the Registrant's Common Stock contained in
                    the Registrant's Registration Statement on Form 8-A (File No.
                    1-06549) filed under the Exchange Act with the Securities and
                    Exchange Commission.
  
           All documents filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
  to the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining unsold
  shall be deemed to be incorporated by reference in this Registration Statement
  and to be a part hereof from the date of filing of such documents.
  
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           The validity of the shares of Common Stock to be issued upon exercise
  of options granted under the American Science and Engineering, Inc. 1996 Stock
  Plan for Non-Employee Directors has been passed upon for the Registrant by
  Brown, Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts
  02111.
  
  
                                        II-1
  <PAGE>   3
  Item 6.  Indemnification of Directors and Officers.
  
          Section 67 of Chapter 156B of the Massachusetts General Laws permits the
  indemnification of directors and officers to the extent authorized by the
  Articles of Organization or By-Laws of a corporation or by a vote of the
  stockholders. Except as otherwise provided by the Articles of Organization or
  By-Laws, indemnification of persons who are not directors of a corporation may
  be provided to the extent authorized by the directors. No indemnification may be
  provided for any person with respect to any matter as to which he shall have
  been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that his action was in the best interest of the corporation.
  
          Article VI of the Registrant's By-Laws provides in substance that the
  Registrant shall indemnify any person who was or is a party or was threatened to
  be made a party to any threatened, pending or completed action or suit, by
  reason of the fact that he is or was serving as a director or officer of the
  Registrant or is or was serving at the request of the Registrant as a director,
  trustee or officer of another corporation or entity, against expenses actually
  incurred by such person in connection with any civil action, suit or proceeding
  to which such person may be made a party, or by which such person shall be
  threatened, by reason of any alleged act or failure to act in his present or
  former capacity as a director or officer of the Registrant or as a director,
  trustee or officer of such affiliated corporation or entity, provided, however,
  that no person has the right to indemnification in relation to any matter as to
  which such person shall have been finally adjudged in any legal proceeding not
  to have acted in good faith and the reasonable belief that his action was in the
  best interest of the Registrant. In the event of any settlement of any action,
  suit or proceeding, the right to indemnification is limited to matters as to
  which the Registrant is advised by counsel that such settlement is reasonable
  and that such person has acted in good faith and the reasonable belief that his
  action was in the best interest of the Registrant. The right of indemnification
  contained in the Registrant's By-Laws is non-exclusive and is in addition to any
  other rights such person may have.
  
          Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers or controlling persons of the
  Registrant pursuant to the Registrant's By-Laws, or otherwise, the Registrant
  has been informed that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is therefore
  unenforceable.
  
  Item 7.  Exemption From Registration Claimed.
  
           Not Applicable.
  
  Item 8.  Exhibits.
  
  <TABLE>
  <CAPTION>
  Exhibit No.      Description of Exhibit
  - -----------      --------------------------
  <S>              <C>
  4.1              Restated Articles of Organization of the Registrant, as
                   amended by Articles of Amendment dated October 29, 1976,
                   Articles of Amendment dated May 17,
  </TABLE>
  
  
                                        II-2
  <PAGE>   4
  <TABLE>
  <CAPTION>
  Exhibit No.      Description of Exhibit
  - -----------      --------------------------
  <S>              <C>
                   1976, and Articles of Amendment dated March 28, 1973 (filed as
                   Exhibit 4.1 to the Registrant's Registration Statement on Form S-3
                   filed with the Securities and Exchange Commission on July 30, 1996,
                   and incorporated herein by reference).
  
  4.2              By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
                   the Form S-7 and incorporated herein by reference).
  
  4.3              Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
                   the Form S-7, and incorporated herein by reference).
  
  4.6              Common Stock Purchase Warrant, dated July 18, 1995, issued in the
                   name of Grayson & Associates (filed as Exhibit 4.6 to the Company's
                   Registration Statement on Form S-3) (Registration No. 33-61903) (the
                   "Form S-3"), and incorporated herein by reference).
  
  4.7              Subscription Agreement, dated July 8, 1995, between the Company and
                   Samuel International Investors, L.D.C. (filed as Exhibit 4.7 to the
                   Form S-3, and incorporated herein by reference).
  
  4.8              Common Stock Purchase Warrant, in the form issued to certain of the
                   Company's lenders, with schedule of lenders, exercise prices and
                   share amounts attached (filed as Exhibit 4.8 to the Company's Form
                   S-3, and incorporated herein by reference).
  
  5                Legal Opinion of Brown, Rudnick, Freed & Gesmer
  
  23.1             Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
                   filed as Exhibit 5).
  
  23.2             Consent of Arthur Andersen LLP.
  
  24               Power of Attorney.
  
  99               American Science and Engineering, Inc. 1996 Stock Plan for
                   Non-Employee Directors.
  </TABLE>
  
  Item 9.  Undertakings.
  
           A. 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:
  
  
                                        II-3
  <PAGE>   5
                       (i) To include any prospectus required by Section 10(a)(3)
                       of the Securities Act of 1933;
  
                       (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;
  
                       (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 the Registration Statement.
  
              Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
              if the Registration Statement is on Form S-3 or Form S-8, and the
              information required to be included in a post-effective amendment by
              those paragraphs is contained in periodic reports filed 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)      That, for the purpose of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment 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.
  
              (3)      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.
  
           B. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 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.
  
           C. The undersigned Registrant hereby undertakes to deliver or cause to
  be delivered with the prospectus, to each person to whom the prospectus is sent
  or given, the latest annual report to security-holders that is incorporated by
  reference in the prospectus and furnished pursuant to, and meeting the
  requirements of, Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
  1934; and, where interim financial information required to be presented by
  Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
  cause to be delivered to each person to whom the prospectus is sent or given,
  the latest quarterly report that is
  
  
  
                                        II-4
  <PAGE>   6
  specifically incorporated by reference in the prospectus to provide such interim
  financial information.
  
           D. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 (the "Act") may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described under
  "Item 6 --- Indemnification of Directors and Officers" above, 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.
  
  
  
  
                                        II-5
  <PAGE>   7
                                     SIGNATURES
  
           The Registrant. Pursuant to the requirements of the Securities Act of
  1933, the 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 Town of Billerica, Commonwealth of Massachusetts, on
  July 26, 1996.
  
                                   American Science and Engineering, Inc.
  
                                   /s/  Ralph S. Sheridan
                                   ---------------------------------
                                   By:  Ralph S. Sheridan, President
  
           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.
  
  <TABLE>
  <CAPTION>
  Name                                     Capacity                     Date
  - ----                                     --------                     ----
  <S>                                      <C>                          <C>
  /s/  Ralph S. Sheridan                   President and Director       July 26, 1996
  - -------------------------------          (Principal Executive
  Ralph S. Sheridan                          Officer)
  
  
  /s/  Lee C. Steele                       Vice President and           July 26, 1996
  - -------------------------------          Treasurer (Principal
  Lee C. Steele                            Financial Officer)
  
  
  /s/  Herman Feshbach                     Director                     July 26, 1996
  - -------------------------------
  Herman Feshbach
  
  /s/  Alfred M. Gladen                    Director                     July 26, 1996
  - -------------------------------
  Alfred M. Gladen
  
  /s/  Hamilton W. Helmer                  Director                     July 26, 1996
  - -------------------------------
  Hamilton W. Helmer
  
  /s/  Donald J. McCarren                  Director                     July 26, 1996
  - -------------------------------
  Donald J. McCarren
  </TABLE>
  
  
  
                                        II-6
  <PAGE>   8
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit     Description of Exhibit                                                   Page
  - -------     ----------------------                                                   ----
  <S>         <C>                                                                      <C>
  4.1         Restated Articles of Organization of the Registrant, as amended by
              Articles of Amendment dated October 29, 1976, Articles of Amendment
              dated May 17, 1976, and Articles of Amendment dated March 28, 1973
              (filed as Exhibit 4.1 to the Registrant's Registration Statement on
              Form S-3 filed with the Securities and Exchange Commission on July
              30, 1996, and incorporated herein by reference).                           *
  
  4.2         By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
              the Form S-7 and incorporated herein by reference).                        *
  
  4.3         Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
              the Form S-7, and incorporated herein by reference).                       *
  
  4.6         Common Stock Purchase Warrant, dated July 18, 1995, issued in the
              name of Grayson & Associates.                                              *
  
  4.7         Subscription Agreement, dated July 8, 1995, between the Company and
              Samuel International Investors, L.D.C.                                     *
  
  4.8         Common Stock Purchase Warrant, in the Form issued to certain of the
              Company's lenders, with schedule of lenders, exercise prices and
              share amounts attached.                                                    *
  
  5           Opinion of Brown, Rudnick, Freed & Gesmer
  
  23.1        Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
              filed as Exhibit 5)
  
  23.2        Consent of Arthur Andersen LLP.
  
  24          Power of Attorney.
  
  99          American Science and Engineering, Inc. 1996 Stock Plan for
              Non-Employee Directors
  </TABLE>
  
  
  - ------------------------------
  * Incorporated by reference and not filed herewith.
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text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1996
                                                       REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                       AMERICAN SCIENCE AND ENGINEERING, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
            MASSACHUSETTS                                    04-2440991
  (State or Other Jurisdiction of                        (I.R.S. Employer
  Incorporation or Organization)                         Identification. No.)
  
                     829 MIDDLESEX TURNPIKE, BILLERICA, MA 01821
                 (Address of Principal Executive Offices) (Zip Code)
  
                                    -------------
  
                       AMERICAN SCIENCE AND ENGINEERING, INC.
                     1996 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                                (Full Title of Plan)
  
                                 JEFFREY A. BERNFELD
                       AMERICAN SCIENCE AND ENGINEERING, INC.
                               829 MIDDLESEX TURNPIKE
                           BILLERICA, MASSACHUSETTS 01821
                       (Name and Address of Agent for Service)
  
                                   (508) 262-8700
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                    -------------
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================
  Proposed           Proposed
                             Amount          Maximum            Maximum
    Title of Securities       to be       Offering Price   Aggregate Offering      Amount of
     to be Registered      Registered      Per Share(1)           Price        Registration Fee
  - ---------------------------------------------------------------------------------------------
  Common Stock,
  $.66 2/3 par value       300,000 (2)      $11.69 (3)      $3,507,000 (3)        $1,209.31
  =============================================================================================
  ================================================================================
  
          (1) Estimated solely for the purpose of determining the registration fee
  pursuant to Rule 457 under the Securities Act of 1933, as amended.
  
          (2) Such presently indeterminable number of additional shares of Common
  Stock are also registered hereunder as may be issued in the event of a merger,
  consolidation, reorganization, recapitalization, stock dividend, stock split or
  other similar change in Common Stock.
  
          (3) Based upon the average high and low prices for the Registrant's
  Common Stock, $.66 2/3 par value (the "Common Stock"), on July 25, 1996 as
  reported by the American Stock Exchange.
  
  Total Number of Pages                             Exhibit Index at Page
  2
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents are hereby incorporated by reference into this
  Registration Statement:
  
           (a)      The Registrant's latest Annual Report filed pursuant to
                    Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                    as amended (the "Exchange Act"), or either (i) the latest
                    prospectus filed pursuant to Rule 424(b) under the Securities
                    Act of 1933, as amended (the "Securities Act"), that contains
                    audited financial statements for the Registrant's latest
                    fiscal year for which such statements have been filed or (ii)
                    the Registrant's effective Registration Statement on Form 10
                    filed under the Exchange Act containing audited financial
                    statements for the Registrant's latest fiscal year;
  
           (b)      All other reports filed by the Registrant pursuant to Section
                    13(a) or 15(d) of the Exchange Act since the end of the fiscal
                    year covered by the Registrant's documents referred to in (a)
                    above; and
  
           (c)      The description of the Registrant's Common Stock contained in
                    the Registrant's Registration Statement on Form 8-A (File No.
                    1-06549) filed under the Exchange Act with the Securities and
                    Exchange Commission.
  
           All documents filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
  to the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining unsold
  shall be deemed to be incorporated by reference in this Registration Statement
  and to be a part hereof from the date of filing of such documents.
  
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           The validity of the shares of Common Stock to be issued upon exercise
  of options granted under the American Science and Engineering, Inc. 1996 Stock
  Plan for Non-Employee Directors has been passed upon for the Registrant by
  Brown, Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts
  02111.
  
                                        II-1
  3
  Item 6.  Indemnification of Directors and Officers.
  
          Section 67 of Chapter 156B of the Massachusetts General Laws permits the
  indemnification of directors and officers to the extent authorized by the
  Articles of Organization or By-Laws of a corporation or by a vote of the
  stockholders. Except as otherwise provided by the Articles of Organization or
  By-Laws, indemnification of persons who are not directors of a corporation may
  be provided to the extent authorized by the directors. No indemnification may be
  provided for any person with respect to any matter as to which he shall have
  been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that his action was in the best interest of the corporation.
  
          Article VI of the Registrant's By-Laws provides in substance that the
  Registrant shall indemnify any person who was or is a party or was threatened to
  be made a party to any threatened, pending or completed action or suit, by
  reason of the fact that he is or was serving as a director or officer of the
  Registrant or is or was serving at the request of the Registrant as a director,
  trustee or officer of another corporation or entity, against expenses actually
  incurred by such person in connection with any civil action, suit or proceeding
  to which such person may be made a party, or by which such person shall be
  threatened, by reason of any alleged act or failure to act in his present or
  former capacity as a director or officer of the Registrant or as a director,
  trustee or officer of such affiliated corporation or entity, provided, however,
  that no person has the right to indemnification in relation to any matter as to
  which such person shall have been finally adjudged in any legal proceeding not
  to have acted in good faith and the reasonable belief that his action was in the
  best interest of the Registrant. In the event of any settlement of any action,
  suit or proceeding, the right to indemnification is limited to matters as to
  which the Registrant is advised by counsel that such settlement is reasonable
  and that such person has acted in good faith and the reasonable belief that his
  action was in the best interest of the Registrant. The right of indemnification
  contained in the Registrant's By-Laws is non-exclusive and is in addition to any
  other rights such person may have.
  
          Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers or controlling persons of the
  Registrant pursuant to the Registrant's By-Laws, or otherwise, the Registrant
  has been informed that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is therefore
  unenforceable.
  
  Item 7.  Exemption From Registration Claimed.
  
           Not Applicable.
  
  Item 8.  Exhibits.
  Exhibit No.      Description of Exhibit
  - -----------      --------------------------
  4.1              Restated Articles of Organization of the Registrant, as
                   amended by Articles of Amendment dated October 29, 1976,
                   Articles of Amendment dated May 17,
  II-2
  4
  Exhibit No.      Description of Exhibit
  - -----------      --------------------------
  1976, and Articles of Amendment dated March 28, 1973 (filed as
                   Exhibit 4.1 to the Registrant's Registration Statement on Form S-3
                   filed with the Securities and Exchange Commission on July 30, 1996,
                   and incorporated herein by reference).
  
  4.2              By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
                   the Form S-7 and incorporated herein by reference).
  
  4.3              Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
                   the Form S-7, and incorporated herein by reference).
  
  4.6              Common Stock Purchase Warrant, dated July 18, 1995, issued in the
                   name of Grayson & Associates (filed as Exhibit 4.6 to the Company's
                   Registration Statement on Form S-3) (Registration No. 33-61903) (the
                   "Form S-3"), and incorporated herein by reference).
  
  4.7              Subscription Agreement, dated July 8, 1995, between the Company and
                   Samuel International Investors, L.D.C. (filed as Exhibit 4.7 to the
                   Form S-3, and incorporated herein by reference).
  
  4.8              Common Stock Purchase Warrant, in the form issued to certain of the
                   Company's lenders, with schedule of lenders, exercise prices and
                   share amounts attached (filed as Exhibit 4.8 to the Company's Form
                   S-3, and incorporated herein by reference).
  
  5                Legal Opinion of Brown, Rudnick, Freed & Gesmer
  
  23.1             Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
                   filed as Exhibit 5).
  
  23.2             Consent of Arthur Andersen LLP.
  
  24               Power of Attorney.
  
  99               American Science and Engineering, Inc. 1996 Stock Plan for
                   Non-Employee Directors.
  Item 9.  Undertakings.
  
           A. 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:
  
                                        II-3
  5
                       (i) To include any prospectus required by Section 10(a)(3)
                       of the Securities Act of 1933;
  
                       (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;
  
                       (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 the Registration Statement.
  
              Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
              if the Registration Statement is on Form S-3 or Form S-8, and the
              information required to be included in a post-effective amendment by
              those paragraphs is contained in periodic reports filed 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)      That, for the purpose of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment 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.
  
              (3)      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.
  
           B. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 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.
  
           C. The undersigned Registrant hereby undertakes to deliver or cause to
  be delivered with the prospectus, to each person to whom the prospectus is sent
  or given, the latest annual report to security-holders that is incorporated by
  reference in the prospectus and furnished pursuant to, and meeting the
  requirements of, Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
  1934; and, where interim financial information required to be presented by
  Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
  cause to be delivered to each person to whom the prospectus is sent or given,
  the latest quarterly report that is
  
                                        II-4
  6
  specifically incorporated by reference in the prospectus to provide such interim
  financial information.
  
           D. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 (the "Act") may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described under
  "Item 6 --- Indemnification of Directors and Officers" above, 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.
  
                                        II-5
  7
                                     SIGNATURES
  
           The Registrant. Pursuant to the requirements of the Securities Act of
  1933, the 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 Town of Billerica, Commonwealth of Massachusetts, on
  July 26, 1996.
  
                                   American Science and Engineering, Inc.
  
                                   /s/  Ralph S. Sheridan
                                   ---------------------------------
                                   By:  Ralph S. Sheridan, President
  
           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.
  Name                                     Capacity                     Date
  - ----                                     --------                     ----
  /s/  Ralph S. Sheridan                   President and Director       July 26, 1996
  - -------------------------------          (Principal Executive
  Ralph S. Sheridan                          Officer)
  
  /s/  Lee C. Steele                       Vice President and           July 26, 1996
  - -------------------------------          Treasurer (Principal
  Lee C. Steele                            Financial Officer)
  
  /s/  Herman Feshbach                     Director                     July 26, 1996
  - -------------------------------
  Herman Feshbach
  
  /s/  Alfred M. Gladen                    Director                     July 26, 1996
  - -------------------------------
  Alfred M. Gladen
  
  /s/  Hamilton W. Helmer                  Director                     July 26, 1996
  - -------------------------------
  Hamilton W. Helmer
  
  /s/  Donald J. McCarren                  Director                     July 26, 1996
  - -------------------------------
  Donald J. McCarren
  II-6
  8
                                    EXHIBIT INDEX
  Exhibit     Description of Exhibit                                                   Page
  - -------     ----------------------                                                   ----
  4.1         Restated Articles of Organization of the Registrant, as amended by
              Articles of Amendment dated October 29, 1976, Articles of Amendment
              dated May 17, 1976, and Articles of Amendment dated March 28, 1973
              (filed as Exhibit 4.1 to the Registrant's Registration Statement on
              Form S-3 filed with the Securities and Exchange Commission on July
              30, 1996, and incorporated herein by reference).                           *
  
  4.2         By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
              the Form S-7 and incorporated herein by reference).                        *
  
  4.3         Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
              the Form S-7, and incorporated herein by reference).                       *
  
  4.6         Common Stock Purchase Warrant, dated July 18, 1995, issued in the
              name of Grayson & Associates.                                              *
  
  4.7         Subscription Agreement, dated July 8, 1995, between the Company and
              Samuel International Investors, L.D.C.                                     *
  
  4.8         Common Stock Purchase Warrant, in the Form issued to certain of the
              Company's lenders, with schedule of lenders, exercise prices and
              share amounts attached.                                                    *
  
  5           Opinion of Brown, Rudnick, Freed & Gesmer
  
  23.1        Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
              filed as Exhibit 5)
  
  23.2        Consent of Arthur Andersen LLP.
  
  24          Power of Attorney.
  
  99          American Science and Engineering, Inc. 1996 Stock Plan for
              Non-Employee Directors
  - ------------------------------
  * Incorporated by reference and not filed herewith.