<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.
                      1997 NON-QUALIFIED 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
<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                  200,000(2)         $10.31(3)            $2,062,000(3)           $624.85
=================================================================================================================
</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 references 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. 1997 Non-Qualified 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, 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 (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-8 filed May 28,
                  1997 with respect to the Registrant's Executive Incentive
                  Plan 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. 1997 Non-Qualified
                  Stock Option 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 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-
<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 (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-8 filed May 28,
                  1997 with respect to the Registrant's Executive Equity
                  Incentive Plan 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. 1997 Non-Qualified
                  Stock Option 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.
                      1997 NON-QUALIFIED 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 
     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                  200,000(2)         $10.31(3)            $2,062,000(3)           $624.85
=================================================================================================================
(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 references 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. 1997 Non-Qualified 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, 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 (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-8 filed May 28,
                  1997 with respect to the Registrant's Executive Incentive
                  Plan 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. 1997 Non-Qualified
                  Stock Option 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 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 (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-8 filed May 28,
                  1997 with respect to the Registrant's Executive Equity
                  Incentive Plan 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. 1997 Non-Qualified
                  Stock Option Plan.
----------------------------------
* Incorporated by reference and not filed herewith.

                                       -8-