**Exhibit 31.2**

 

CERTIFICATION OF ACTING CHIEF FINANCIALOFFICER

Section 302 Certification

 

I, Kenneth J. Galaznik, certifythat:

 
| 1.     | I have  reviewed this quarterly report on Form 10-Q of American Science and  Engineering, Inc.;                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                           |
| 2.     | Based on my  knowledge, this report does not contain any untrue statement of a material  fact or omit to state a material fact necessary to make the statements made,  in light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this report; |
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| 3.     | Based on my  knowledge, the financial statements, and other financial information included  in this report, fairly present in all material respects the financial  condition, results of operations and cash flows of the registrant as of, and  for, the periods presented in this report;                    |
|   |                                                                                                                                                                                                                                                                                                           |
| 4.     | The  registrant’s other certifying officers and I are responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange  Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:                                                                        |
|   |                                                                                                                                                                                                                                                                                                           |
|   | a)                                                                                                                                                                                                                                                                                                             | Designed  such disclosure controls and procedures, or caused such disclosure controls  and procedures to be designed under our supervision to ensure that material  information relating to the registrant, including its consolidated  subsidiary, is made known to us by others within those entities, particularly  during the period in which this report is being prepared; |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | b)                                                                                                                                                                                                                                                                                                             | Evaluated  the effectiveness of the registrant’s disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the  disclosure controls and procedures, as of the end of the period covered by  this report based on such evaluation; |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | c)                                                                                                                                                                                                                                                                                                             | Disclosed in  this report any change in the registrant’s internal control over financial  reporting that occurred during the registrant’s most recent fiscal quarter  that has materially affected, or is reasonably likely to materially affect,  the registrant’s internal control over financial reporting; |
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| 5.     | The registrant’s  other certifying officer and I have disclosed, based on our most recent  evaluation, to the registrant’s auditors and the audit committee of the  registrant’s board of directors (or persons performing the equivalent  function):                                           |
|   |                                                                                                                                                                                                                                                                                                           |
|   | a)                                                                                                                                                                                                                                                                                                             | All significant  deficiencies and material weaknesses in the design or operation of internal  control over financial reporting which are reasonable likely to adversely  affect the registrant’s ability to record, process, summarize and report  financial information; and |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | b)                                                                                                                                                                                                                                                                                                             | Any fraud,  whether or not material, that involves management or other employees who have  a significant role in the registrant’s internal control over financial  reporting. |

 

 
| Date: July  22, 2004                                                  |   |
|-----------------------------------------------------------------------|--------|
|                                                                  |   |
| /s/ Kenneth  J. Galaznik                                              |   |   |
| Kenneth J.  Galaznik                                                  |   |
| Vice  President Finance, Treasurer and Acting Chief Financial Officer |   |
|                                                                       |        |  |

 

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