**Exhibit31.2**

 

**CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICERSection 302 Certification**

 

I, Kenneth J. Galaznik, certify that:

 

1.      I have reviewed this quarterlyreport on Form 10-Q of American Science and Engineering, Inc.;

 

2.      Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.      Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.      The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

a)      designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiary,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b)      evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)      disclosedin this report any change in the registrant’s internal control over financialreporting  that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financial reporting.

 

5.      The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

a)      allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)      anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 
| Date: February 3, 2005                       |   |
|----------------------------------------------|--------|
|                                         |   |
|  /s/ Kenneth J. Galaznik                |   |   |
| Kenneth J. Galaznik                          |   |
| Treasurer and Acting Chief Financial Officer |   |
|                                         |   |
|                                              |        |  |

 

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