<PAGE>

                                    FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended JUNE 30, 2002

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from ____ to____

                          Commission File Number 1-6549

                     AMERICAN SCIENCE AND ENGINEERING, INC.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          MASSACHUSETTS                                          04-2240991
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

         829 Middlesex Turnpike
        BILLERICA, MASSACHUSETTS                                      01821
----------------------------------------                          -------------
(Address of principal executive offices)                            (Zip Code)

                                  (978)262-8700
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                                Yes   X            No
                                    -----             -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date

                                                    OUTSTANDING AT
           CLASS OF COMMON STOCK                    JUNE 30, 2002
           ---------------------                    --------------
            $.66 2/3 par value                        6,809,770


                               Page 1 of 12 Pages
                     The Exhibit Index is Located on Page 12


<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
                         PART I - FINANCIAL INFORMATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

Dollars in thousands
                                                                     JUNE 30, 2002    MARCH 31, 2002
                                                                     -------------    --------------
<S>                                                                  <C>              <C>
ASSETS   Current assets:
         Cash and cash equivalents                                   $      13,678    $        7,591
         Accounts receivable, net of allowances of $111 at
            June 30, 2002 and March 31, 2002                                 8,819             7,216
         Unbilled costs and fees, net of allowances
           of $437 at June 30, 2002 and March 31, 2002                       4,961             5,456
         Inventories                                                        22,358            21,013
         Deferred income taxes                                               2,475             2,475
         Prepaid expenses and other current assets                             627               685
         Total current assets                                               52,918            44,436
         Non-current assets:
         Non-current deferred income taxes                                     823               823
         Other assets                                                          175               204
         Patents and other intangibles, net of
            accumulated amortization of $371 at June
            30, 2002 and $351 at March 31, 2002                                 94               115
         Property and equipment, net of accumulated
            depreciation of $15,903 at June 30, 2002
            and $15,366 at March 31, 2002                                    4,234             4,663
                                                                     -------------    --------------
                                                                     $      58,244    $       50,241
                                                                     =============    ==============

</TABLE>

The accompanying notes are an integral part of these condensed consolidated
                            financial statements.


                                      -2-

<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                   (CONTINUED)

<TABLE>
<CAPTION>

Dollars in thousands
                                                             JUNE 30, 2002       MARCH 31, 2002
                                                             -------------       --------------
<S>                                                          <C>                 <C>
LIABILITIES &    Current liabilities:
STOCKHOLDERS'    Line of credit                              $          -        $        9,319
INVESTMENT       Accounts payable                                    4,677                6,557
                 Accrued salaries and benefits                       1,981                1,577
                 Accrued warranty costs                                350                  196
                 Deferred revenue                                    1,030                1,030
                 Customer deposits                                   5,783                4,875
                 Accrued income taxes                                  768                  763
                 Other current liabilities                           1,357                1,783
                                                             -------------       --------------
                 Total current liabilities                          15,946               26,100
                                                             -------------       --------------
                 Non-current liabilities:
                 Warrant liability                                   2,396                   -
                 Deferred revenue                                      790                  691
                 Deferred compensation                                 100                  109
                 Deferred rent                                         193                  212
                                                             -------------       --------------
                 Total non-current liabilities                       3,479                1,012
                                                             -------------       --------------
                 Stockholders' investment:                              -                    -
                 Preferred stock, no par value
                   Authorized  - 100,000 shares
                   Issued - none
                 Common stock, $.66-2/3 par value
                   Authorized - 20,000,000 shares
                   Issued 6,809,770 shares at June 30, 2002
                   and 5,549,478 shares at March 31, 2002            4,539                3,699
                 Capital in excess of par value                     38,241               22,482
                 Accumulated deficit                                (3,961)              (3,052)
                                                             -------------       --------------
                 Total stockholders' investment                     38,819               23,129
                                                             -------------       --------------
                                                             $      58,244       $       50,241
                                                             =============       ==============

</TABLE>

The accompanying notes are an integral part of these condensed consolidated
                            financial statements.


                                      -3-

<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

Dollars and shares in thousands, except per share amounts

<TABLE>
<CAPTION>

                                                             FOR THE THREE MONTHS ENDED
                                                         ---------------------------------
                                                         JUNE 30, 2002       JUNE 30, 2001
                                                         -------------       -------------
<S>                                                      <C>                 <C>
Net sales and contract revenues                          $      14,918       $      19,105
Cost of sales and contracts                                     11,428              14,491
                                                         -------------       -------------
Gross profit                                                     3,490               4,614
Expenses:
   Selling, general and administrative expenses                  3,172               2,668
   Research and development                                      1,866               1,597
                                                         -------------       -------------
   Total expenses                                                5,038               4,265
                                                         -------------       -------------
Operating income (loss)                                         (1,548)                349
                                                         -------------       -------------
Other income (expense):
   Interest expense                                                (86)               (122)
   Other, net                                                      725                 (70)
                                                         -------------       -------------
   Total other income (expense)                                    639                (192)
                                                         -------------       -------------
Income (loss) before provision for
   income taxes                                                   (909)                157
Provision for income taxes                                          -                   58
                                                         -------------       -------------
Net income (loss)                                        $        (909)      $          99
                                                         =============       =============
Income (loss) per share - Basic                          $       (0.15)      $        0.02
                                                         =============       =============
                        - Diluted                        $       (0.15)      $        0.02
                                                         =============       =============
Weighted average shares - Basic                                  5,975               5,022
                                                         =============       =============
                        - Diluted                                5,975               5,056
                                                         =============       =============

</TABLE>

The accompanying notes are an integral part of these condensed consolidated
                            financial statements.


                                      -4-

<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

Dollars in thousands                                                            FOR THE THREE MONTHS ENDED
                                                                               ----------------------------
                                                                               JUNE 30, 2002  JUNE 30, 2001
                                                                               -------------  -------------
<S>                                                                            <C>            <C>
Cash flows from operating activities:
Net income (loss)                                                              $        (909) $          99
Adjustments to reconcile net income (loss) to net cash provided by (used for)
   operating activities:
   Depreciation and amortization                                                         557            603
   Provisions for contract, inventory, accounts receivable                               350             57
     and warranty reserves
   Change in fair value of warrants issued                                              (723)            -
   Changes in assets and liabilities:
      Accounts receivable                                                             (1,603)            49
      Unbilled costs and fees                                                            495          3,122
      Inventories                                                                     (1,445)           794
      Prepaid expenses, deposits and other assets                                         87            109
      Accounts payable                                                                (1,880)        (2,051)
      Accrued income taxes                                                                 5             65
      Customer deposits                                                                  908          1,462
      Deferred revenue                                                                    99             73
      Accrued expenses and other current liabilities                                      (5)        (1,369)
      Non-current liabilities                                                            (29)           (17)
                                                                               -------------  -------------
   Total adjustments                                                                  (3,184)         2,897
                                                                               -------------  -------------
Net cash provided by (used for) operating activities                                  (4,093)         2,996
                                                                               -------------  -------------
Cash flows from investing activities:
   Purchase of property and equipment                                                   (107)          (228)
                                                                               -------------  -------------
Net cash used for investing activities                                                  (107)          (228)
                                                                               -------------  -------------
Cash flows from financing activities:
   Borrowing under line of credit                                                         -           1,500
   Repayments of line of credit                                                       (9,319)            -
   Proceeds from issuance of common stock and warrants                                18,423             -
   Proceeds from exercise of stock options                                             1,183             -
                                                                               -------------  -------------
 Net cash provided by financing activities                                            10,287          1,500
                                                                               -------------  -------------
Net increase in cash and cash equivalents                                              6,087          4,268
Cash and cash equivalents at beginning of period                                       7,591          1,206
                                                                               -------------  -------------
Cash and cash equivalents at end of period                                     $      13,678  $       5,474
                                                                               =============  =============
Supplemental disclosures of cash flow information:
   Interest paid                                                               $         113  $         134
   Income taxes paid                                                           $          -   $          15
Non-cash transactions:
   Issuance of stock and warrants in lieu of fees                              $         279  $          92

</TABLE>

The accompanying notes are an integral part of these condensed consolidated
                            financial statements.


                                      -5-

<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
      PREPARATION OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated financial statements included herein have been
prepared by American Science and Engineering, Inc. (the Company) pursuant to the
rules and regulations of the Securities and Exchange Commission, and the annual
condensed consolidated financial statements are subject to year end audit by
independent public accountants. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The Company believes, however, that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the consolidated financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K.

The condensed consolidated financial statements, in the opinion of
management, include all adjustments necessary, consisting solely of normal
recurring adjustments, to present fairly the Company's financial position
results of operations and cash flows. These results are not necessarily
indicative of the results to be expected for the entire year.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

     American Science and Engineering, Inc. is engaged in the development and
     manufacture of sophisticated X-ray inspection systems for critical
     detection and security screening solutions for sale primarily to U.S.
     and foreign government agencies. The Company has only one reporting
     segment, X-ray screening products.

     The significant accounting policies followed by the Company and its
     subsidiary in preparing its consolidated financial statements are set forth
     in Note 1 to the consolidated financial statements included in its Form
     10-K for the year ended March 31, 2002. The Company has made no changes to
     these policies during this quarter.

     NEW ACCOUNTING PRONOUNCEMENTS
     In April 2002, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards No. 145, "Rescission of FASB
     Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
     Technical Corrections" (FAS 145). This statement eliminates the requirement
     that gains and losses from the extinguishments of debt be aggregated and,
     if material, classified as an extraordinary item, net of the related income
     tax effect. However, an entity would not be prohibited from classifying
     such gains and losses as extraordinary items so long as they are both
     unusual in nature and infrequent in occurrence. This provision of FAS 145
     will be effective for the Company as of the beginning of fiscal year 2004.
     This statement also amends FAS 13, "Accounting for Leases" and certain
     other authoritative pronouncements to make technical corrections or
     clarifications. FAS 145 will be effective related to the amendment of FAS
     13 for all transactions occurring after May 15, 2002. All other provisions
     of FAS 145 will be effective for financial statements issued after May 15,
     2002. The Company is currently evaluating the impact of implementing FAS
     145.


                                      -6-

<PAGE>

     In July 2002, the FASB issued Statement of Financial "Accounting Standards
     No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
     (FAS 146), which nullifies Emerging Issues Task Force (EITF) Issue No.
     94-3, "Liability Recognition for Certain Employee Termination Benefits and
     Other Costs to Exit an Activity (including Certain Costs Incurred in a
     Restructuring)." FAS 146 requires a liability for a cost associated with an
     exit or disposal activity be recognized and measured initially at its fair
     value in the period in which the liability is incurred. If fair value
     cannot be reasonably estimated, the liability shall be recognized initially
     in the period in which fair value can be reasonably estimated. The
     provisions of FAS 146 will be effective for the Company prospectively for
     exit or disposal activities initiated after December 31, 2002.

     In October 2001, the FASB issued FAS No. 144, Accounting for the Impairment
     or Disposal of Long Lived Assets" which supercedes FAS No. 121, "Accounting
     for the Impairment of Long-lived Assets and for Long-lived Assets to be
     Disposed of" and provisions of APB Opinion No. 30 "Reporting the Results of
     Operations-Reporting the Effects of Disposal of a Segment of a Business,
     and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions", for the disposal of segments of a business. The statement
     creates one accounting model, based on the framework established in FAS No.
     121, to be applied to all long-lived assets including discontinued
     operations. FAS No. 144 was effective for the Company on April 1, 2002 and
     will be applied prospectively.

2.   INVENTORIES

     Inventories consisted of:

<TABLE>
<CAPTION>

        (Dollars in thousands)                      June 30, 2002    March 31, 2002
                                                    -------------    --------------
        <S>                                         <C>              <C>
        Raw materials and completed sub-assemblies  $      11,134    $       10,483
        Work in process                                     7,049             7,981
        Finished goods                                      4,175             2,549
                                                    -------------    --------------
        Total                                       $      22,358    $       21,013
                                                    =============    ==============

</TABLE>

3.   INCOME PER COMMON AND COMMON EQUIVALENT SHARE

     Basic earnings per common share is computed by dividing net income by the
     weighted average number of shares of common stock outstanding during the
     period. Diluted earnings per share includes the dilutive impact of options
     and warrants using the average share price of the Company's common stock
     for the period. For the quarters ended June 30, 2002 and 2001, common stock
     equivalents of 627,000 and 33,300, respectively, were excluded from diluted
     earnings per share, as their effect is anti-dilutive.

<TABLE>
<CAPTION>

    EARNINGS PER SHARE                                THREE MONTHS ENDED
    ------------------                           ----------------------------
    (in thousands except per share amounts)      JUNE 30, 2002  JUNE 30, 2001
                                                 -------------  -------------
    <S>                                          <C>            <C>
    BASIC
    Net income (loss)                            $       (909)  $          99
                                                 -------------  -------------
    Weighted average shares                             5,975           5,022
                                                 -------------  -------------
    Basic earnings (loss) per share              $      (0.15)  $        0.02
                                                 -------------  -------------
    DILUTED
    Net income (loss)                            $       (909)  $          99
                                                 -------------  -------------
    Weighted average shares                             5,975           5,022
    Effect of stock options                                -               34
                                                 -------------  -------------
    Weighted average shares, as adjusted                5,975           5,056
                                                 -------------  -------------
    Diluted earnings (loss) per share            $      (0.15)  $        0.02

</TABLE>


                                      -7-

<PAGE>

4.   BORROWINGS

     On November 30, 2000, the Company signed two new credit agreements with
     HSBC Bank USA ("HSBC"). The first agreement was for a $10 million domestic
     revolving credit facility to support the Company's routine working capital
     and standby letter of credit needs. The second was a $30 million export
     credit and security agreement, guaranteed by the Export-Import Bank of the
     United States ("Ex-Im"), to support the Company's overseas contract, trade
     finance and working capital needs. The credit facility bears an interest
     rate of the HSBC Bank USA prime rate or LIBOR plus 2.0% at the Company's
     option.

     On February 14, 2002, these credit agreements were amended to increase the
     domestic revolving credit facility to $20 million and to reduce the export
     credit and security agreement to $20 million. The domestic revolving credit
     facility as amended provides for maximum borrowings in an amount up to the
     lower of: (a) the sum of 85% of eligible domestic accounts receivable plus
     the lower of: (i) 40% of eligible raw materials and work-in-process
     inventory; or; (ii) $5 million, or; (b) $20 million. The export credit and
     security agreement as amended provides for maximum borrowings in an amount
     up to the lower of: (a) 90% of eligible international billed and unbilled
     accounts receivable, or; (b) $20 million. The agreements expire on November
     30, 2002.

     At June 30, 2002, there were no borrowings outstanding against this
     facility and $3.4 million in letters of credit were in effect against this
     credit facility. The Company's credit facility restricts the payment of
     dividends, except in shares of the Company's stock, without consent of the
     bank and requires the Company to meet certain financial covenants. As of
     June 30, 2002, the Company was not in compliance with one of these
     financial covenants, but has obtained a waiver from the bank for this
     non-compliance for the first quarter.

5.   PRIVATE PLACEMENT OFFERING

     On May 28, 2002, the Company closed on a private placement offering of
     common stock and warrants. A total of 1,115,000 shares were sold to
     accredited investors at a price of $17.64 each. In addition, warrants to
     purchase an additional 295,475 shares of common stock at a price of $23.52
     were issued. The warrants were immediately vested and have a five-year life
     expiring in May of 2007. Due to certain conversion features of these
     warrants which provide for cash settlement under limited circumstances, in
     accordance with EITF 00-19, the potential cash liability associated with
     the warrants was recorded as a liability on the balance sheet at May 28,
     2002 and the market to market change in the warrants value at June 30, 2002
     of $723,000 was recorded as other income for the period. The potential cash
     liability of $2,396,000 associated with the warrants is recorded as a
     non-current liability on the June 30, 2002 balance sheet. The fair market
     value of the warrants was determined using the Black Scholes pricing model
     and an assumed volatility of 68% and interest rate of 5%. Proceeds to the
     Company approximated $18.4 million, net of approximately $1.3 million of
     issuance cost.


                                      -8-

<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.

           ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     RESULTS OF OPERATIONS

     Net sales and contract revenues in the first quarter decreased by
     $4,187,000 (22%) in comparison to the corresponding period a year ago and
     decreased by $1,624,000 (10%) compared to the fourth quarter of fiscal
     2002. The decrease in revenues from the previous quarter is due to reduced
     sales of the Company's cargo products during the quarter and lower field
     service revenues. These lower sales were offset in part with higher sales
     of the Company's parcel products, which experienced record revenues in the
     quarter based on strong order volume.

     For the first quarter, cost of sales and contracts decreased to $11,428,000
     from $14,491,000 in the corresponding period a year ago. Cost of sales and
     contracts represented 77% of revenues versus 76% for the corresponding
     period last year and 71% for the fourth quarter of fiscal year 2002. The
     costs of sales as a percentage of revenue in the current quarter increased
     from the corresponding period last year due to the lower margins on certain
     cargo projects recorded on a percentage of completion basis partially
     offset by increased sales of parcel products which are higher margin sales.

     Selling, general and administrative expenses of $3,172,000 for the first
     quarter were higher by 19% compared to the corresponding period last year
     and higher by 9% compared to the fourth quarter of fiscal 2002. As a
     percent of sales, selling, general and administrative expenses were 21% of
     revenues in the current quarter compared to 14% of revenues for the
     corresponding period a year ago and 18% for the fourth quarter of fiscal
     year 2002. The increased costs in the quarter were due primarily to higher
     insurance, trade show and bank financing costs offset in part by lower
     legal expenses in the quarter.

     Company-funded research and development expenses of $1,866,000 for the
     first quarter increased by $269,000 (17%) compared to the corresponding
     period last year and decreased by $448,000 or 19% from the fourth quarter
     of fiscal year 2002. The current quarter expenditures focused on new
     product initiatives and improvements to address the demands of increased
     national security needs.

     As part of the private equity placement during the first quarter of 2003,
     the Company issued 295,475 warrants. Due to certain conversion features of
     these warrants, that provide cash settlement in certain instances, a
     liability equal to the Black-Scholes valuation of the warrants at the deal
     close was recorded on the Company's balance sheet. At June 30, 2002, these
     warrants were marked to market using Black-Scholes and the change in the
     valuation of the warrants of $723,000 was recorded as a credit to other
     income (expense) in the quarter.

     The tax benefits earned in the first quarter of fiscal 2003 have been fully
     reserved against due to the uncertainty as to whether additional loss
     carryforwards may ultimately be realized. In assessing the realizibility of
     deferred tax assets, management considers whether it is more likely than
     not that some portion or all of the deferred tax assets will not be
     realized. Although realization is not assured, the Company expects that
     deferred tax assets of $3.3 million, net of valuation allowance, at June
     30, 2002 will be realized through future earnings. Accordingly, the Company
     believes that no valuation allowance is required for the remaining deferred
     tax assets. In the first quarter of fiscal 2002, the Company recorded a tax
     provision of $58,000.


                                      -9-

<PAGE>

     The Company incurred a net loss of $909,000 during the first quarter of
     fiscal 2003. The Company had net income of $99,000 in the first quarter of
     fiscal 2002 and a net loss of $2,022,000 in the fourth quarter of fiscal
     2002.

     LIQUIDITY AND CAPITAL RESOURCES

     On May 28, 2002, the Company closed on a private placement offering of
     common stock and warrants. A total of 1,115,000 shares were sold to
     accredited investors at a price of $17.64 each. In addition, warrants to
     purchase an additional 295,475 shares of common stock at a price of $23.52
     were issued. These warrants have a five-year life expiring in May of 2007.
     Proceeds to the Company approximated $18.4 million. The proceeds from this
     private placement offering will be utilized for general corporate purposes
     including debt repayment, capital expenditures, and investments in product
     development and working capital needs.

     Cash and cash equivalents increased by $6,087,000 to $13,678,000 at June
     30, 2002 compared to $7,591,000 at March 31, 2002. This increase in cash
     and cash equivalents was primarily due to proceeds received from the
     private equity placement and stock option exercises offset by the repayment
     of the line of credit and increases in inventories and accounts receivable
     and decreases in certain liabilities. Working capital increased by
     $18,657,000 (102%) since March 31, 2002, increasing from $18,315,000 to
     $36,972,000 at the end of the first quarter due primarily to the stock and
     option proceeds received.

     On November 30, 2000, the Company signed two new credit agreements with
     HSBC Bank USA ("HSBC"). The first agreement was for a $10 million domestic
     revolving credit facility to support the Company's routine working capital
     and standby letter of credit needs. The second was a $30 million export
     credit and security agreement, guaranteed by the Export-Import Bank of the
     United States ("Ex-Im"), to support the Company's overseas contract, trade
     finance and working capital needs. The credit facility bears an interest
     rate of the HSBC Bank USA prime rate or LIBOR plus 2.0% at the Company's
     option.

     On February 14, 2002, these credit agreements were amended to increase the
     domestic revolving credit facility to $20 million and to reduce the export
     credit facility to $20 million. The domestic revolving credit facility as
     amended provides for maximum borrowings in an amount up to the lower of:
     (a) the sum of 85% of eligible domestic accounts receivable plus the lower
     of: (i) 40% of eligible raw materials and work-in-process inventory; or;
     (ii) $5 million, or; (b) $20 million. The export credit and security
     agreement as amended provides for maximum borrowings in an amount up to the
     lower of: (a) the sum of 90% of eligible international billed and unbilled
     accounts receivable, or; (b) $200 million. The agreements expire on
     November 30, 2002.

     The Company believes that existing cash and cash equivalents balances and
     the continued availability of the HSBC facility, together with cash
     generated from operations, will be sufficient to meet the Company's working
     capital and capital expenditure requirements through the remainder of
     fiscal 2003. The Company currently plans on refinancing either under the
     same agreement with HSBC or a similar agreement with a new facility.

     At June 30, 2002, there were no borrowings outstanding against this
     facility and $3.4 million in letters of credit were in effect against these
     credit facilities. The Company's credit facility restricts the payment of
     dividends, except in shares of the Company's stock, without consent of the
     bank and requires the Company to meet certain financial covenants. As of
     June 30, 2002, the Company was not in compliance with one of these
     financial covenants, but has obtained a waiver from the bank for this
     non-compliance. The Company expects that it will be unable to meet this
     covenant next quarter; however, the bank to date has been willing to
     provide a waiver for this noncompliance.


                                      -10-

<PAGE>

     NEW ACCOUNTING PRONOUNCEMENTS:

     In April 2002, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards No. 145, "Rescission of FASB
     Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
     Technical Corrections" (FAS 145). This statement eliminates the requirement
     that gains and losses from the extinguishments of debt be aggregated and,
     if material, classified as an extraordinary item, net of the related income
     tax effect. However, an entity would not be prohibited from classifying
     such gains and losses as extraordinary items so long as they are both
     unusual in nature and infrequent in occurrence. This provision of FAS 145
     will be effective for the Company as of the beginning of fiscal year 2004.
     This statement also amends FAS 13, "Accounting for Leases" and certain
     other authoritative pronouncements to make technical corrections or
     clarifications. FAS 145 will be effective related to the amendment of FAS
     13 for all transactions occurring after May 15, 2002. All other provisions
     of FAS 145 will be effective for financial statements issued after May 15,
     2002. The Company is currently evaluating the impact of implementing FAS
     145.

     In July 2002, the FASB issued Statement of Financial Accounting Standards
     No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
     (FAS 146), which nullifies Emerging Issues Task Force (EITF) Issue No.
     94-3, "Liability Recognition for Certain Employee Termination Benefits and
     Other Costs to Exit an Activity (including Certain Costs Incurred in a
     Restructuring)." FAS 146 requires a liability for a cost associated with an
     exit or disposal activity be recognized and measured initially at its fair
     value in the period in which the liability is incurred. If fair value
     cannot be reasonably estimated, the liability shall be recognized initially
     in the period in which fair value can be reasonably estimated. The
     provisions of FAS 146 will be effective for the Company prospectively for
     exit or disposal activities initiated after December 31, 2002.

     In October 2001, the FASB issued FAS No. 144, Accounting for the Impairment
     or Disposal of Long Lived Assets" which supercedes FAS No. 121, "Accounting
     for the Impairment of Long-lived Assets and for Long-lived Assets to be
     Disposed of" and provisions of APB Opinion No. 30 "Reporting the Results of
     Operations-Reporting the Effects of Disposal of a Segment of a Business,
     and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions", for the disposal of segments of a business. The statement
     creates one accounting model, based on the framework established in FAS No.
     121, to be applied to all long-lived assets including discontinued
     operations. FAS No. 144 was effective for the Company on April 1, 2002 and
     will be applied prospectively.

     Part II - Other Information

     ITEM 1 - LEGAL PROCEEDINGS

     The United States Court of Appeals for the Federal Circuit in Washington,
     D.C., in a decision issued December 29, 1999, ruled that American Science &
     Engineering, may pursue a patent infringement claim against Vivid
     Technologies which produces X-ray detection devices used in baggage
     scanning equipment. The Appeals Court overturned a 1998 decision in Vivid's
     favor by the Massachusetts Federal District Court. The lawsuit, filed by
     Vivid Technologies in May 1996, concerns whether Vivid's X-ray detection
     devices infringed on the Company's patent. The District Court had ruled
     that the Company could not assert a claim that Vivid's devices infringed on
     the Company's patent. The Appeals Court also reversed the district court's
     finding on summary judgment that Vivid did not infringe on the Company's
     patent, as well as the district court's denial of the Company's request for
     discovery to oppose Vivid's summary judgment motion. Discovery is now
     proceeding.


                                      -11-

<PAGE>

     In September 1998, the Company filed suit against EG&G Astrophysics
     Research Corp. ("EG&G") in U.S. District Court in Massachusetts alleging
     that EG&G infringed on at least two patents owned by the Company and that
     EG&G has misappropriated certain trade secrets of the Company. In February
     1999, the Company filed a related action in the same court against the U.S.
     Customs Service ("Customs") alleging that Customs had either
     misappropriated the Company's trade secrets or facilitated their
     misappropriation by EG&G and that Customs had improperly entered into a
     contract with EG&G for the acquisition of a product functionally equivalent
     to MobileSearch(TM) X-ray inspection system. In May 1999, the Court held a
     hearing on the Company's motion for a preliminary injunction against both
     Customs and EG&G prohibiting further performance of the contested contract
     and preventing EG&G from utilizing the Company's trade secrets. In August
     1999, the Court issued a ruling denying the request for the preliminary
     injunction. In December 1999, EG&G filed a motion for summary judgment that
     EG&G did not misappropriate the Company's trade secrets and in March 2000
     EG&G filed a motion for summary judgment that EG&G did not infringe the
     Company's patents. In February 2001, the court denied EG&G's and the
     Company's motions for summary judgment. The Company is continuing to pursue
     its claims against EG&G, but the suit against U.S. Customs Service has been
     dismissed.

     In a related matter, EG&G has filed a request with the U.S. Patent and
     Trademark Office ("USPTO") for re-examination of the two patents that
     currently are at issue in the patent infringement action described above.
     The Company filed oppositions to the re-examination requests and was
     advised by the USPTO that the Company's MobileSearch X-ray inspection
     patent was upheld in all material respects. The Company has also been
     advised by the USPTO that the Company's patent on its Z(R) Backscatter
     X-ray inspection technology has been upheld in all material respects. The
     Company is also subject to various legal proceedings and claims that arise
     in the ordinary course of business. The Company currently believes that
     resolving these matters will not have a material adverse impact on its
     financial condition or results of operations.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  REPORTS ON FORM 8-K
A report on Form 8-K was filed on May 30, 2002 announcing completion of a
private equity placement.

The information required by Exhibit Item 11 (Statement re: Computation of Income
per Common and Common Equivalent Share) may be found in Footnote No. 3 on Page
7.


                                      -12-

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       AMERICAN SCIENCE AND ENGINEERING, INC.
                                              (Registrant)


Date:  August 14, 2002                 /s/ Andrew R. Morrison
                                       ----------------------------------
                                       Andrew R. Morrison
                                       Vice President, Chief Financial
                                       Officer and Treasurer


SAFE HARBOR STATEMENT

THE FOREGOING 10-Q CONTAINS STATEMENTS CONCERNING THE COMPANY'S FINANCIAL
PERFORMANCE AND BUSINESS OPERATIONS WHICH MAY BE CONSIDERED "FORWARD-LOOKING"
UNDER APPLICABLE SECURITIES LAWS.

THE COMPANY WISHES TO CAUTION READERS OF THIS FORM 10-Q THAT ACTUAL RESULTS
MIGHT DIFFER MATERIALLY FROM THOSE PROJECTED IN ANY FORWARD-LOOKING STATEMENTS.

FACTORS WHICH MIGHT CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN INCLUDE THE
FOLLOWING: SIGNIFICANT REDUCTIONS OR DELAYS IN PROCUREMENTS OF THE COMPANY'S
SYSTEMS BY THE UNITED STATES GOVERNMENT; DISRUPTION IN THE SUPPLY OF ANY
SOLE-SOURCE COMPONENT INCORPORATED INTO THE COMPANY'S PRODUCTS (OF WHICH THERE
ARE SEVERAL); LITIGATION SEEKING TO RESTRICT THE USE OF INTELLECTUAL PROPERTY
USED BY THE COMPANY; POTENTIAL PRODUCT LIABILITY CLAIMS AGAINST THE COMPANY;
GLOBAL POLITICAL TRENDS AND EVENTS WHICH AFFECT PUBLIC PERCEPTION OF THE THREAT
PRESENTED BY DRUGS, EXPLOSIVES AND OTHER CONTRABAND; THE ABILITY OF GOVERNMENTS
AND PRIVATE ORGANIZATIONS TO FUND PURCHASES OF THE COMPANY'S PRODUCTS TO ADDRESS
SUCH THREATS; AND THE POTENTIAL INSUFFICIENCY OF COMPANY RESOURCES, INCLUDING
HUMAN RESOURCES, CAPITAL, PLANT AND EQUIPMENT AND MANAGEMENT SYSTEMS, TO
ACCOMMODATE ANY FUTURE GROWTH. THESE AND CERTAIN OTHER FACTORS WHICH MIGHT CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED ARE MORE FULLY SET
FORTH UNDER THE CAPTION "FORWARD-LOOKING INFORMATION AND FACTORS AFFECTING
FUTURE PERFORMANCE" IN THE COMPANY'S REGISTRATION STATEMENT ON FORM 10-K.


                                      -13-

<PAGE>


EXHIBIT INDEX

99.1     Certification of Chief Executive Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002

99.2     Certification of Chief Financial Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002



                                      -14-