content: <PAGE>   1
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996
                                                             REGISTRATION NO. 33-
  ================================================================================
  
                         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.
                1993 STOCK OPTION PLAN FOR NEW NON-EMPLOYEE DIRECTORS
               1994-1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                    1994-1995 STOCK OPTION PLAN FOR NEW EMPLOYEES
                         RALPH SHERIDAN EMPLOYMENT AGREEMENT
               -------------------------------------------------------
                                (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)
  
                                   ---------------
  
  <TABLE>
  <CAPTION>
  
                                   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
  - ------------------------------------------------------------------------------------------------
  <S>                        <C>              <C>             <C>                     <C>
  Common Stock,
  $.66 2/3 par value         391,000 (2)      $11.56 (3)      $4,519,960 (3)          $1,558.61
  ================================================================================================
  </TABLE>
  
  ================================================================================
  
                              (footnotes on next page)
  
        Total Number of Pages______                Exhibit Index at Page 9
  
  
  <PAGE>   2
  
  
  
  - -------------------
  (footnotes)
  
       (1) Estimated solely for the purpose of determining the registration fee
  pursuant to Rule 457 under the Securities Act of 1933, as amended.
       (2) Includes (a) 10,000 shares that may be issued upon exercise of options
  issued under the 1993 Stock Option Plan for New Non-Employee Directors, (b)
  35,000 shares that may be issued upon exercise of options issued under the
  1994-1995 Stock Option Plan for Non-Employee Directors, (c) 216,000 shares that
  may be issued upon exercise of options issued under the 1994-1995 Stock Option
  Plan for New Employees, and (d) 130,000 shares which may be issued under the
  Ralph Sheridan Employment Agreement. 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 June 6, 1996 as reported by
  the American Stock Exchange.
  
                                        -2-
  
  <PAGE>   3
  
  
                                       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. 1993 Stock
  Option Plan for New Non-Employee Directors, 1994-1995 Stock Option Plan for
  Non-Employee Directors, 1994-1995 Stock Option Plan for New Employees and the
  Ralph Sheridan Employment Agreement, has 
  
                                        -3-
  
  <PAGE>   4
  
  been passed upon for the Registrant by Brown, Rudnick, Freed & Gesmer, One
  Financial Center, Boston, Massachusetts 02111.
  
  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.
  
                                        -4-
  
  <PAGE>   5
  
  
  Item 8.  Exhibits.
           --------
  
  Exhibit No.    Description of Exhibit
  - ----------     ----------------------
  
  4.1            Restated Articles of Organization of the Registrant (filed as
                 Exhibit 3A to the Registrant's Registration Statement on Form S-1
                 (Registration No. 2-27345) (the "Form S-1"), and incorporated
                 herein by reference).
  
  4.2            Articles of Amendment to the Restated Articles of Organization of
                 the Registrant (filed as Exhibit 2(a)(ii)(B) to the Registrant's
                 Registration Statement on Form S-7 (Registration No. 2-56452)
                 (the "Form S-7"), and incorporated herein by reference).
  
  4.3            Articles of Amendment to the Restated Articles of Organization of
                 the Registrant (filed as Exhibit 12 to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended March 31, 1976, and
                 incorporated herein by reference).
  
  4.4            By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
                 the Form S-7 and incorporated herein by reference).
  
  4.5            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.
  
  
  
                                        -5-
  <PAGE>   6
  
  
  23.3           Letter of Arthur Andersen LLP.
  
  24             Power of Attorney.
  
  99.1           1993 Stock Option Plan for New Non-Employee Directors.
  
  99.2           1994-1995 Stock Option Plan for Non-Employee Directors.
  
  99.3           1994-1995 Stock Option Plan for New Employees.
  
  99.4           Ralph Sheridan Employment Agreement (filed as Exhibit 10(b)(v) to
                 the Company's Annual Report on Form 10-K for the year ended April
                 11, 1994 and incorporated herein by reference).
  
  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:
  
                      (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 
  
                                        -6-
  <PAGE>   7
  
  
                      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 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.
  
  
                                        -7-
  
  
  <PAGE>   8
  
  
                                     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
  June 7, 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             June 7, 1996
  - -------------------------       (Principal Executive 
  Ralph S. Sheridan                 Officer)           
                                  
  
  /s/Lee C. Steele                Vice President and                 June 7, 1996
  - -------------------------       Treasurer (Principal
  Lee C. Steele                   Financial Officer)  
                                  
  
  /s/Herman Feshbach              Director                           June 7, 1996
  - -------------------------  
  Herman Feshbach  
  
  /s/Alfred M. Gladen             Director                           June 7, 1996
  - -------------------------  
  Alfred M. Gladen
  
  /s/Hamilton W. Helmer           Director                           June 7, 1996
  - -------------------------  
  Hamilton W. Helmer
  
  /s/Donald J. McCarren           Director                           June 7, 1996
  - -------------------------  
  Donald J. McCarren
  
  
                                        -8-
  
  <PAGE>   9
  
  <TABLE>
                                    EXHIBIT INDEX
  
  <CAPTION>
  
  Exhibit        Description of Exhibit                                                Page
  - -------        ----------------------                                                ----
  
  <S>            <C>                                                                     <C>
  4.1            Restated Articles of Organization of the Registrant (filed as
                 Exhibit 3A to the Registrant's Registration Statement on Form S-1
                 (Registration No. 2-27345) (the "Form S-1"), and incorporated
                 herein by reference).                                                   *
  
  4.2            Articles of Amendment to the Restated Articles of Organization of
                 the Registrant (filed as Exhibit 2(a)(ii)(B) to the Registrant's
                 Registration Statement on Form S-7 (Registration No. 2-56452)
                 (the "Form S-7"), and incorporated herein by reference).                *
  
  4.3            Articles of Amendment to the Restated Articles of Organization of
                 the Registrant (filed as Exhibit 12 to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended March 31, 1976, and
                 incorporated herein by reference).                                      *
  
  4.4            By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
                 the Form S-7 and incorporated herein by reference).                     *
  
  4.5            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              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.
  
  23.3           Letter of Arthur Andersen LLP.
  
  24             Power of Attorney.
  
  99.1           1993 Stock Option Plan for New Non-Employee Directors.
  
  99.2           1994-1995 Stock Option Plan for Non-Employee Directors.
  
  99.3           1994-1995 Stock Option Plan for New Employees.
  
  99.4           Ralph Sheridan Employment Agreement (filed as Exhibit 10(b)(v) to
                 the Company's Annual Report on Form 10-K for the year ended April
                 11, 1994 and incorporated herein by reference).                         *
  
  <FN>
  
  - ----------------------------------
  * Incorporated by reference and not filed herewith.
  </TABLE>
  
                                        -9-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AMERICAN SCINET & ENGINEERING, INC. 1993-1995", "secsgml_size_bytes": 24156}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN SCIENCE & ENGINEERING INC", "cik": "0000005768", "assigned-sic": "3844", "irs-number": "042240991", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05795", "film-number": "96580004"}, "business-address": {"street1": "829 MIDDLESEX TURNPIKE", "street2": "40 ERIE STREET", "city": "BILLERICA", "state": "MA", "zip": "01821", "phone": "5082628700"}, "mail-address": {"street1": "40 ERIE STREET", "street2": "829 MIDDLESEX TURNPIKE", "city": "BILLERICA", "state": "MA", "zip": "01821"}}
text: 1
  
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996
                                                             REGISTRATION NO. 33-
  ================================================================================
  
                         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.
                1993 STOCK OPTION PLAN FOR NEW NON-EMPLOYEE DIRECTORS
               1994-1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                    1994-1995 STOCK OPTION PLAN FOR NEW EMPLOYEES
                         RALPH SHERIDAN EMPLOYMENT AGREEMENT
               -------------------------------------------------------
                                (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         391,000 (2)      $11.56 (3)      $4,519,960 (3)          $1,558.61
  ================================================================================================
  ================================================================================
  
                              (footnotes on next page)
  
        Total Number of Pages______                Exhibit Index at Page 9
  2
  
  - -------------------
  (footnotes)
  
       (1) Estimated solely for the purpose of determining the registration fee
  pursuant to Rule 457 under the Securities Act of 1933, as amended.
       (2) Includes (a) 10,000 shares that may be issued upon exercise of options
  issued under the 1993 Stock Option Plan for New Non-Employee Directors, (b)
  35,000 shares that may be issued upon exercise of options issued under the
  1994-1995 Stock Option Plan for Non-Employee Directors, (c) 216,000 shares that
  may be issued upon exercise of options issued under the 1994-1995 Stock Option
  Plan for New Employees, and (d) 130,000 shares which may be issued under the
  Ralph Sheridan Employment Agreement. 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 June 6, 1996 as reported by
  the American Stock Exchange.
  
                                        -2-
  3
  
                                       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. 1993 Stock
  Option Plan for New Non-Employee Directors, 1994-1995 Stock Option Plan for
  Non-Employee Directors, 1994-1995 Stock Option Plan for New Employees and the
  Ralph Sheridan Employment Agreement, has 
  
                                        -3-
  4
  
  been passed upon for the Registrant by Brown, Rudnick, Freed & Gesmer, One
  Financial Center, Boston, Massachusetts 02111.
  
  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.
  
                                        -4-
  5
  
  Item 8.  Exhibits.
           --------
  
  Exhibit No.    Description of Exhibit
  - ----------     ----------------------
  
  4.1            Restated Articles of Organization of the Registrant (filed as
                 Exhibit 3A to the Registrant's Registration Statement on Form S-1
                 (Registration No. 2-27345) (the "Form S-1"), and incorporated
                 herein by reference).
  
  4.2            Articles of Amendment to the Restated Articles of Organization of
                 the Registrant (filed as Exhibit 2(a)(ii)(B) to the Registrant's
                 Registration Statement on Form S-7 (Registration No. 2-56452)
                 (the "Form S-7"), and incorporated herein by reference).
  
  4.3            Articles of Amendment to the Restated Articles of Organization of
                 the Registrant (filed as Exhibit 12 to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended March 31, 1976, and
                 incorporated herein by reference).
  
  4.4            By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
                 the Form S-7 and incorporated herein by reference).
  
  4.5            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.
  
                                        -5-
  6
  
  23.3           Letter of Arthur Andersen LLP.
  
  24             Power of Attorney.
  
  99.1           1993 Stock Option Plan for New Non-Employee Directors.
  
  99.2           1994-1995 Stock Option Plan for Non-Employee Directors.
  
  99.3           1994-1995 Stock Option Plan for New Employees.
  
  99.4           Ralph Sheridan Employment Agreement (filed as Exhibit 10(b)(v) to
                 the Company's Annual Report on Form 10-K for the year ended April
                 11, 1994 and incorporated herein by reference).
  
  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:
  
                      (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 
  
                                        -6-
  7
  
                      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 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.
  
                                        -7-
  8
  
                                     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
  June 7, 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             June 7, 1996
  - -------------------------       (Principal Executive 
  Ralph S. Sheridan                 Officer)           
                                  
  
  /s/Lee C. Steele                Vice President and                 June 7, 1996
  - -------------------------       Treasurer (Principal
  Lee C. Steele                   Financial Officer)  
                                  
  
  /s/Herman Feshbach              Director                           June 7, 1996
  - -------------------------  
  Herman Feshbach  
  
  /s/Alfred M. Gladen             Director                           June 7, 1996
  - -------------------------  
  Alfred M. Gladen
  
  /s/Hamilton W. Helmer           Director                           June 7, 1996
  - -------------------------  
  Hamilton W. Helmer
  
  /s/Donald J. McCarren           Director                           June 7, 1996
  - -------------------------  
  Donald J. McCarren
  
                                        -8-
  9
  
                                    EXHIBIT INDEX
  Exhibit        Description of Exhibit                                                Page
  - -------        ----------------------                                                ----
  4.1            Restated Articles of Organization of the Registrant (filed as
                 Exhibit 3A to the Registrant's Registration Statement on Form S-1
                 (Registration No. 2-27345) (the "Form S-1"), and incorporated
                 herein by reference).                                                   *
  
  4.2            Articles of Amendment to the Restated Articles of Organization of
                 the Registrant (filed as Exhibit 2(a)(ii)(B) to the Registrant's
                 Registration Statement on Form S-7 (Registration No. 2-56452)
                 (the "Form S-7"), and incorporated herein by reference).                *
  
  4.3            Articles of Amendment to the Restated Articles of Organization of
                 the Registrant (filed as Exhibit 12 to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended March 31, 1976, and
                 incorporated herein by reference).                                      *
  
  4.4            By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
                 the Form S-7 and incorporated herein by reference).                     *
  
  4.5            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              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.
  
  23.3           Letter of Arthur Andersen LLP.
  
  24             Power of Attorney.
  
  99.1           1993 Stock Option Plan for New Non-Employee Directors.
  
  99.2           1994-1995 Stock Option Plan for Non-Employee Directors.
  
  99.3           1994-1995 Stock Option Plan for New Employees.
  
  99.4           Ralph Sheridan Employment Agreement (filed as Exhibit 10(b)(v) to
                 the Company's Annual Report on Form 10-K for the year ended April
                 11, 1994 and incorporated herein by reference).                         *
  - ----------------------------------
  * Incorporated by reference and not filed herewith.
  -9-