**Exhibit 31.2**

 

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

**Section 302Certification**

 

I, Kenneth J. Galaznik, certify that:

 
| 1.     | I have reviewed this quarterly report on Form 10-Q  of American Science and Engineering, Inc.;                                                                                                                                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| 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;                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                              |
| 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 officer  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))  and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and  15d-15(f)) for the registrant and 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)                                                                                                                                                                                                                                                                                                                                                      | Designed such internal control over  financial reporting, or caused such internal control over financial reporting  to be designed under our supervision, to provide reasonable assurance  regarding the reliability of financial reporting and the preparation of  financial statements for external purposes in accordance with generally  accepted accounting principles; |
|   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | c)                                                                                                                                                                                                                                                                                                                                                                | 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; and |
|   |                                                                                                                                                                                                                                                                                                                                                              |   |
|   | d)                                                                                                                                                                                                                                                                                                                                                                | 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; and |
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| 5.     | The registrant’s other certifying officer  and I have disclosed, based on our most recent evaluation of internal control  over financial reporting, to the registrant’s auditors and the audit  committee of the registrant’s board of directors (or persons performing the  equivalent functions):                                                |
|   |                                                                                                                                                                                                                                                                                                                                                              |
|   | 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: November 9, 2005           |
|---------------------------------------|
|                                  |
| /s/ Kenneth J. Galaznik               |   |
| Kenneth J. Galaznik                   |
| Chief Financial Officer and Treasurer |
|                                  |

 

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