content: <PAGE>   1
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 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.
                           401(K) AND PROFIT SHARING PLAN
                           ------------------------------
                                (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>
                                    CALCULATION OF REGISTRATION FEE
  =======================================================================================================
  <CAPTION>
                                                   Proposed           
                                     Amount           Maximum           Proposed       
     Title of Securities             to be        Offering Price    Maximum Aggregate        Amount of 
      to be Registered             Registered      Per Share (1)     Offering Price      Registration Fee  
  ---------------------------      ----------     --------------    -----------------    ----------------
  <S>                               <C>              <C>               <C>                     <C>
  Common Stock, $.66 2/3 par value  50,000(2)        $14.375 (3)       $718,750 (3)            $247.84
  =======================================================================================================
  =======================================================================================================
  <FN>
  
     (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 September 25, 1996 as reported by the American Stock Exchange.
  
  </TABLE>
           Total Number of Pages ______              Exhibit Index at Page 8
  
  <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 under the American
  Science and Engineering, Inc. 401(k) and Profit Sharing Plan has been passed
  upon for the Registrant by Brown, Rudnick, Freed & Gesmer, One Financial Center,
  Boston, Massachusetts 02111.
  
                                        -2-
  <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.
  
  
                                        -3-
  
  <PAGE>   4
  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, 1976, and Articles of Amendment dated
                March 28, 1973 (filed as Exhibit 4.1 to the Registrant's
                Registration Statement on Form S-3 (Registration No. 333-09151)
                and incorporated herein by reference).
  
  4.2           By-Laws of the Registrant, as amended (filed as Exhibit 2(a)(iii)
                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           Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
                the Form S-7, and incorporated herein by reference).
  
  4.4           Common Stock Purchase Warrant, dated July 18, 1995, issued in the
                name of Grayson & Associates (filed as Exhibit 4.6 to the
                Registrant's Registration Statement on Form S-3) (Registration No.
                33-61903) (the "Form S-3"), and incorporated herein by reference).
  
  4.5           Subscription Agreement, dated July 8, 1995, between the Registrant
                and Samuel International Investors, L.D.C. (filed as Exhibit 4.7
                to the Form S-3, and incorporated herein by reference).
  
  4.6           Common Stock Purchase Warrant, in the form issued to certain of
                the Registrant's lenders, with schedule of lenders, exercise
                prices and share amounts attached (filed as Exhibit 4.8 to the
                Registrant'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. 401(k) and Profit Sharing
                Plan.
  
                                        -4-
  
  <PAGE>   5
  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 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.
  
                                        -5-
  
  <PAGE>   6
       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.
  
  
                                        -6-
  <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
  September 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         September 26, 1996
  --------------------------   (Principal Executive
  Ralph S. Sheridan            Officer)
  
  /s/Lee C. Steele             Vice President and             September 26, 1996
  --------------------------   Treasurer (Principal
  Lee C. Steele                Financial Officer)
  
  /s/Herman Feshbach           Director                       September 26, 1996
  --------------------------
  Herman Feshbach
  
  /s/Al Gladen                 Director                       September 26, 1996
  --------------------------
  Al Gladen
  
  /s/Hamilton W. Helmer        Director                       September 26, 1996
  --------------------------
  Hamilton W. Helmer
  
  /s/Donald J. McCarren        Director                       September 26, 1996
  --------------------------
  Donald J. McCarren
  
  /s/William E. Odom           Director                       September 26, 1996
  --------------------------
  William E. Odom
  
                                        -7-
  
  <PAGE>   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
            (Registration No. 333-09151) and incorporated herein by
            reference).                                                       *
  
  4.2       By-Laws of the Registrant, as amended (filed as Exhibit
            2(a)(iii) 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       Specimen Certificate of Common Stock (filed as Exhibit
            2(a)(i) to the Form S-7, and incorporated herein by
            reference).                                                       *
  
  4.4       Common Stock Purchase Warrant, dated July 18, 1995, issued
            in the name of Grayson & Associates (filed as Exhibit 4.6 to
            the Registrant's Registration Statement on Form S-3)
            (Registration No. 33-61903) (the "Form S-3"), and
            incorporated herein by reference).                                *
  
  4.5       Subscription Agreement, dated July 8, 1995, between the
            Registrant and Samuel International Investors, L.D.C. (filed
            as Exhibit 4.7 to the Form S-3, and incorporated herein by
            reference).                                                       *
  
  4.6       Common Stock Purchase Warrant, in the form issued to certain
            of the Registrant's lenders, with schedule of lenders,
            exercise prices and share amounts attached (filed as Exhibit
            4.8 to the Registrant'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.
  
  24        Power of Attorney.
  
  99        American Science and Engineering, Inc. 401(k) and Profit
            Sharing Plan.
  
  
  ----------------------------------
  * Incorporated by reference and not filed herewith.
  
  
  
  
  
                                       -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AMERICAN SCIENCE AND ENGINEERING, INC.", "secsgml_size_bytes": 20992}]
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": "333-13259", "film-number": "96638230"}, "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 OCTOBER 2, 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.
                           401(K) AND PROFIT SHARING PLAN
                           ------------------------------
                                (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           
                                     Amount           Maximum           Proposed       
     Title of Securities             to be        Offering Price    Maximum Aggregate        Amount of 
      to be Registered             Registered      Per Share (1)     Offering Price      Registration Fee  
  ---------------------------      ----------     --------------    -----------------    ----------------
  Common Stock, $.66 2/3 par value  50,000(2)        $14.375 (3)       $718,750 (3)            $247.84
  =======================================================================================================
  =======================================================================================================
  (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 September 25, 1996 as reported by the American Stock Exchange.
  Total Number of Pages ______              Exhibit Index at Page 8
  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 under the American
  Science and Engineering, Inc. 401(k) and Profit Sharing Plan has been passed
  upon for the Registrant by Brown, Rudnick, Freed & Gesmer, One Financial Center,
  Boston, Massachusetts 02111.
  
                                        -2-
  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.
  
                                        -3-
  4
  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, 1976, and Articles of Amendment dated
                March 28, 1973 (filed as Exhibit 4.1 to the Registrant's
                Registration Statement on Form S-3 (Registration No. 333-09151)
                and incorporated herein by reference).
  
  4.2           By-Laws of the Registrant, as amended (filed as Exhibit 2(a)(iii)
                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           Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
                the Form S-7, and incorporated herein by reference).
  
  4.4           Common Stock Purchase Warrant, dated July 18, 1995, issued in the
                name of Grayson & Associates (filed as Exhibit 4.6 to the
                Registrant's Registration Statement on Form S-3) (Registration No.
                33-61903) (the "Form S-3"), and incorporated herein by reference).
  
  4.5           Subscription Agreement, dated July 8, 1995, between the Registrant
                and Samuel International Investors, L.D.C. (filed as Exhibit 4.7
                to the Form S-3, and incorporated herein by reference).
  
  4.6           Common Stock Purchase Warrant, in the form issued to certain of
                the Registrant's lenders, with schedule of lenders, exercise
                prices and share amounts attached (filed as Exhibit 4.8 to the
                Registrant'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. 401(k) and Profit Sharing
                Plan.
  
                                        -4-
  5
  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 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.
  
                                        -5-
  6
       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.
  
                                        -6-
  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
  September 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         September 26, 1996
  --------------------------   (Principal Executive
  Ralph S. Sheridan            Officer)
  
  /s/Lee C. Steele             Vice President and             September 26, 1996
  --------------------------   Treasurer (Principal
  Lee C. Steele                Financial Officer)
  
  /s/Herman Feshbach           Director                       September 26, 1996
  --------------------------
  Herman Feshbach
  
  /s/Al Gladen                 Director                       September 26, 1996
  --------------------------
  Al Gladen
  
  /s/Hamilton W. Helmer        Director                       September 26, 1996
  --------------------------
  Hamilton W. Helmer
  
  /s/Donald J. McCarren        Director                       September 26, 1996
  --------------------------
  Donald J. McCarren
  
  /s/William E. Odom           Director                       September 26, 1996
  --------------------------
  William E. Odom
  
                                        -7-
  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
            (Registration No. 333-09151) and incorporated herein by
            reference).                                                       *
  
  4.2       By-Laws of the Registrant, as amended (filed as Exhibit
            2(a)(iii) 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       Specimen Certificate of Common Stock (filed as Exhibit
            2(a)(i) to the Form S-7, and incorporated herein by
            reference).                                                       *
  
  4.4       Common Stock Purchase Warrant, dated July 18, 1995, issued
            in the name of Grayson & Associates (filed as Exhibit 4.6 to
            the Registrant's Registration Statement on Form S-3)
            (Registration No. 33-61903) (the "Form S-3"), and
            incorporated herein by reference).                                *
  
  4.5       Subscription Agreement, dated July 8, 1995, between the
            Registrant and Samuel International Investors, L.D.C. (filed
            as Exhibit 4.7 to the Form S-3, and incorporated herein by
            reference).                                                       *
  
  4.6       Common Stock Purchase Warrant, in the form issued to certain
            of the Registrant's lenders, with schedule of lenders,
            exercise prices and share amounts attached (filed as Exhibit
            4.8 to the Registrant'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.
  
  24        Power of Attorney.
  
  99        American Science and Engineering, Inc. 401(k) and Profit
            Sharing Plan.
  
  ----------------------------------
  * Incorporated by reference and not filed herewith.
  
                                       -8-