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.
                         1995 COMBINATION STOCK OPTION 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          Proposed
                          Amount         Maximum           Maximum          Amount of
   Title of Securities    to be      Offering Price   Aggregate Offering   Registration
   to be Registered     Registered    Per Share (1)         Price              Fee
  - -------------------------------------------------------------------------------------
  <S>                   <C>           <C>               <C>                 <C>  
  Common Stock,
  $.66 2/3 par value    300,000 (2)   $11.56 (3)        $3,468,000(3)       $1,195.86
                                                        
  =====================================================================================
  
  ================================================================================
  
  <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 June 6, 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 upon exercise of
  options granted under the American Science and Engineering, Inc. 1995
  Combination Stock Option 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 (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.
  
  
  
  
  
                                        -4-
  <PAGE>   5
  
  
  23.3           Letter of Arthur Andersen LLP.
  
  24             Power of Attorney.
  
  99             American Science and Engineering, Inc. 1995 Combination Stock
                 Option Plan (filed as Exhibit A to the Company's Proxy Statement
                 used in connection with the Company's Annual Meeting of
                 Stockholders held on September 28, 1995 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 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.
  
  
  
  
  
  
  
                                        -5-
  
  <PAGE>   6
  
  
  
        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.
  
  
  
                                        -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
  June 7, 1996.
  
  
                                      American Science and Engineering, Inc.
  
                                      By: /s/Ralph S. Sheridan
                                         ----------------------------------- 
                                          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
  
  
  
  
                                        -7-
  
  <PAGE>   8
  
  
  
                                    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          American Science and Engineering, Inc. 1995
              Combination Stock  Option Plan (filed as Exhibit A to
              the Company's Proxy Statement used in connection with
              the Company's Annual Meeting of Stockholders  held on
              September 28, 1995 and incorporated herein by
              reference).                                                      *
  
  - ----------------------------------
  * Incorporated by reference and not filed herewith.
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AMERICAN SCIENCE & ENGINEERING 1995 COMBINATION", "secsgml_size_bytes": 22634}]
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": "333-05797", "film-number": "96580005"}, "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.
                         1995 COMBINATION STOCK OPTION 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          Proposed
                          Amount         Maximum           Maximum          Amount of
   Title of Securities    to be      Offering Price   Aggregate Offering   Registration
   to be Registered     Registered    Per Share (1)         Price              Fee
  - -------------------------------------------------------------------------------------
  Common Stock,
  $.66 2/3 par value    300,000 (2)   $11.56 (3)        $3,468,000(3)       $1,195.86
                                                        
  =====================================================================================
  
  ================================================================================
  (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 June 6, 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 upon exercise of
  options granted under the American Science and Engineering, Inc. 1995
  Combination Stock Option 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 (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.
  
                                        -4-
  5
  
  23.3           Letter of Arthur Andersen LLP.
  
  24             Power of Attorney.
  
  99             American Science and Engineering, Inc. 1995 Combination Stock
                 Option Plan (filed as Exhibit A to the Company's Proxy Statement
                 used in connection with the Company's Annual Meeting of
                 Stockholders held on September 28, 1995 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 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.
  
                                        -5-
  6
  
        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.
  
                                        -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
  June 7, 1996.
  
                                      American Science and Engineering, Inc.
  
                                      By: /s/Ralph S. Sheridan
                                         ----------------------------------- 
                                          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
  
                                        -7-
  8
  
                                    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          American Science and Engineering, Inc. 1995
              Combination Stock  Option Plan (filed as Exhibit A to
              the Company's Proxy Statement used in connection with
              the Company's Annual Meeting of Stockholders  held on
              September 28, 1995 and incorporated herein by
              reference).                                                      *
  
  - ----------------------------------
  * Incorporated by reference and not filed herewith.
  
                                        -8-