<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1997

                                                    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.
                         EXECUTIVE EQUITY INCENTIVE 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
<TABLE>
<CAPTION>
=============================================================================================================================
                                                            Proposed              Proposed
                                       Amount               Maximum                Maximum
     Title of Securities               to be             Offering Price      Aggregate Offering           Amount of
       to be Registered              Registered          Per Share (1)              Price              Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>                  <C>                       <C>
Common Stock,
$.66 2/3 par value                   40,000(2)              $10.31(3)            $412,400(3)               $124.96

=============================================================================================================================
</TABLE>

         (1) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457 under the Securities Act of 1933, as amended.
         (2) Such presently indeterminable number of additional shares of Common
Stock are also registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other similar change in Common Stock.
         (3) Based upon the average high and low prices for the Registrant's
Common Stock, $.66 2/3 par value (the "Common Stock"), on May 23, 1997 as
reported by the American Stock Exchange.

    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. Executive Equity Incentive 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.

<TABLE>
<CAPTION>
Exhibit No.          Description of Exhibit
<S>                  <C>
4.1                  Restated Articles of Organization of the Registrant, as
                     amended by Articles of Amendment dated October 29, 1976,
                     Articles of Amendment dated May 17, 1976, Articles of
                     Amendment dated March 28, 1973, and Articles of Amendment
                     dated November 5, 1996.

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. Executive Equity
                     Incentive Plan.
</TABLE>

Item 9.  Undertakings.

                                      -4-
<PAGE>   5
         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.

         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

                                      -5-
<PAGE>   6
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 May
27, 1997.

                                      American Science and Engineering, Inc.

                                      /s/Ralph S. Sheridan
                                      -----------------------------------------
                                      By:  Ralph S. Sheridan, President


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
Name                            Capacity                       Date
----                            --------                       ----
<S>                             <C>                            <C>
/s/Ralph S. Sheridan            President and Director         May 27, 1997
--------------------            (Principal Executive
Ralph S. Sheridan               Officer)
                                 

/s/Lee C. Steele                Vice President and             May 27, 1997
--------------------            Treasurer (Principal
Lee C. Steele                   Financial Officer)

/s/Herman Feshbach              Director                       May 27, 1997
--------------------
Herman Feshbach

/s/Al Gladen                    Director                       May 27, 1997
--------------------
Al Gladen

/s/Hamilton W. Helmer           Director                       May 27, 1997
--------------------
Hamilton W. Helmer

                                Director                       May 27, 1997
--------------------
Donald J. McCarren

/s/William E. Odom              Director                       May 27, 1997
--------------------
William E. Odom
</TABLE>

                                      -7-
<PAGE>   8
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit           Description of Exhibit                                                                       Page
-------           ----------------------                                                                       ----
<S>               <C>                                                                                          <C>
4.1               Restated Articles of Organization of the Registrant, as amended by Articles of
                  Amendment dated October 29, 1976, Articles of Amendment dated May 17, 1976,
                  Articles of Amendment dated March 28, 1973, and Articles of Amendment dated
                  November 5, 1996.

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. Executive Equity Incentive Plan.
</TABLE>

----------------------------------
* Incorporated by reference and not filed herewith.

                                      -8-
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1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1997

                                                    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.
                         EXECUTIVE EQUITY INCENTIVE 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
     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                   40,000(2)              $10.31(3)            $412,400(3)               $124.96

=============================================================================================================================
(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 May 23, 1997 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. Executive Equity Incentive 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, Articles of
                     Amendment dated March 28, 1973, and Articles of Amendment
                     dated November 5, 1996.

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. Executive Equity
                     Incentive Plan.
Item 9.  Undertakings.

                                      -4-
5
         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.

         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

                                      -5-
6
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 May
27, 1997.

                                      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         May 27, 1997
--------------------            (Principal Executive
Ralph S. Sheridan               Officer)
                                 

/s/Lee C. Steele                Vice President and             May 27, 1997
--------------------            Treasurer (Principal
Lee C. Steele                   Financial Officer)

/s/Herman Feshbach              Director                       May 27, 1997
--------------------
Herman Feshbach

/s/Al Gladen                    Director                       May 27, 1997
--------------------
Al Gladen

/s/Hamilton W. Helmer           Director                       May 27, 1997
--------------------
Hamilton W. Helmer

                                Director                       May 27, 1997
--------------------
Donald J. McCarren

/s/William E. Odom              Director                       May 27, 1997
--------------------
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,
                  Articles of Amendment dated March 28, 1973, and Articles of Amendment dated
                  November 5, 1996.

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. Executive Equity Incentive Plan.
----------------------------------
* Incorporated by reference and not filed herewith.

                                      -8-