**Exhibit 31.2**

 

**CERTIFICATION OFPRINCIPAL FINANCIAL OFFICER**

**Section 302Certification**

 

I, Paul Theodore Owens, certifythat:

 

1.               Ihave reviewed this quarterly report on Form 10-Q of American Science andEngineering, Inc.;

 

2.               Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for,the periods presented in this report; 

 

4.               Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and we 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)              disclosed in this report anychange in the registrant’s internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 financialreporting. 

 

5.               The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)             any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date:  February 23, 2004                                         |   |
|------------------------------------------------------------------|--------|
|                                                             |   |
|  /s/ Paul Theodore Owens                                    |   |   |
| Paul  Theodore Owens                                             |   |
| Executive  Vice President, Treasurer and Chief Financial Officer |   |
|                                                                  |        |  |

 

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