<PAGE>

                                    FORM 10Q

                       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 September 30, 1999
                                              ------------------
                                       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         Sept. 30, 1999
                  ---------------------         --------------
                  $.66 2/3 par value              4,914,753

                               Page 1 of 12 Pages
                     The Exhibit Index is Located at Page 12
<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
                         PART I - FINANCIAL INFORMATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

Dollars and shares in Thousands, except per share amounts

<TABLE>
<CAPTION>
                                              For The Three Months Ended      For The Six Months Ended
                                              ----------------------------    -------------------------
                                                  Sept. 30,  Sept. 30,          Sept. 30,  Sept. 30,
                                                    1999        1998               1999       1998
                                                  --------    --------           --------    --------
<S>                                               <C>         <C>                <C>         <C>
 NET SALES AND CONTRACT REVENUE                   $ 15,459    $ 14,361           $ 29,775    $ 26,053
                                                  --------    --------           --------    --------
 COSTS AND EXPENSES:
   Cost of sales and contracts                      10,925       9,612             20,796      16,851
   Selling, general and administrative expenses      2,673       2,369              5,373       4,500
   Research and development                          1,204       1,458              2,603       2,866
                                                  --------    --------           --------    --------
   Total costs and expenses                         14,802      13,439             28,772      24,217
                                                  --------    --------           --------    --------

OPERATING INCOME                                       657         922              1,003       1,836
                                                  --------    --------           --------    --------

OTHER INCOME (EXPENSE):
   Interest, net                                       (24)         21                (26)         31
   Other, net                                           (4)        (20)               (39)        (68)
                                                  --------    --------           --------    --------
   Total other income (expense)                        (28)          1                (65)        (37)
                                                  --------    --------           --------    --------

INCOME BEFORE PROVISION
   FOR INCOME TAXES                                    629         923                938       1,799

PROVISION FOR INCOME TAXES                             239         369                356         719
                                                  --------    --------           --------    --------
NET INCOME                                        $    390    $    554           $    582    $  1,080
                                                  ========    ========           ========    ========

INCOME PER SHARE - BASIC                          $    .08    $    .12           $    .12    $    .23
                                                  ========    ========           ========    ========
                 - DILUTED                        $    .08    $    .11           $    .12    $    .21
                                                  ========    ========           ========    ========

DIVIDENDS PAID PER SHARE                              NONE        NONE               NONE        NONE


WEIGHTED AVERAGE SHARES - BASIC                      4,915       4,802              4,903       4,775
                                                  ========    ========           ========    ========
                        - DILUTED                    4,998       5,083              5,008       5,097
                                                  ========    ========           ========    ========
</TABLE>


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


                                       -2-
<PAGE>

                                                         -4-

                     AMERICAN SCIENCE AND ENGINEERING, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in thousands

<TABLE>
<CAPTION>
                                                           Sept. 30, 1999   Mar. 31, 1999
                                                           --------------   ------------
                                                           (Unaudited)
<S>       <C>                                                 <C>             <C>
ASSETS    CURRENT ASSETS:
          Cash and cash equivalents                           $ 1,133         $   366
          Accounts receivable, net of allowances
             of $408 at September 30,
             and $259 at March 31, 1999                        11,031           7,958
          Unbilled costs and fees, net of
             allowances of $447 at September 30, and
             March 31, 1999                                     6,170           2,374
          Inventories                                          10,501          11,083
          Deferred income taxes                                 1,370           1,370
          Prepaid expenses and other current assets             1,794           1,224
                                                              -------         -------
          TOTAL CURRENT ASSETS                                 31,999          24,375
                                                              -------         -------

          NONCURRENT ASSETS:
          Non-current deferred income taxes                       254             254
          Deposits                                                 17              17
          Other assets                                            115             115
          Patents and other intangibles, net of accumulated
              amortization of $110 at Sept. 30, 1999 and $55
              at March 31, 1999                                   355             401
          Property and equipment, net of
             Accumulated depreciation of
             $10,370 at Sept. 30,1999 and
             $9,677 at March 31,1999                            4,958           5,042
                                                              -------         -------

                                                              $37,698         $30,204
                                                              =======         =======
</TABLE>


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


                                      -3-
<PAGE>

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

Dollars in thousands

<TABLE>
<CAPTION>
                                                                Sept. 30, 1999    Mar. 31, 1999
                                                                --------------    ------------
                                                                 (Unaudited)

<S>              <C>                                            <C>               <C>
LIABILITIES &    CURRENT LIABILITIES:
STOCKHOLDERS'    Line of Credit                                 $    8,000        $     1,000
INVESTMENT       Current maturities of obligations
                   under capital leases                                 20                 20
                 Accounts payable                                    4,982              4,456
                 Accrued salaries and benefits                       1,004                868
                 Accrued warranty costs                                403                374
                 Accrued income taxes                                  381                350
                 Deferred revenue                                      486                756
                 Customer deposits                                     685              1,281
                 Other current liabilities                             818              1,224
                                                                ----------        -----------
                 TOTAL CURRENT LIABILITIES                          16,779             10,329
                                                                ----------        -----------

                 NONCURRENT LIABILITIES:
                 Obligations under capital leases, net
                   of current maturities                                 6                 20
                 Deferred revenue                                      261                 67
                 Deferred compensation                                 148                149
                 Deferred rent                                         323                292
                                                                ----------        -----------
                 TOTAL NONCURRENT LIABILITIES                          738                528
                                                                ----------        -----------

                 STOCKHOLDERS' INVESTMENT:
                 Common stock, $.66-2/3 par value
                 Authorized - 20,000,000 shares
                 Issued 4,914,753 shares at Sept. 30, 1999
                 and 4,877,767 shares at Mar. 31, 1999               3,276              3,252
                 Capital in excess of par value                     17,622             17,394
                 Accumulated deficit                                   (77)              (659)
                                                                ----------        -----------
                                                                    20,821             19,987
                 Note receivable-Officer                              (640)              (640)
                                                                ----------        -----------
                 TOTAL STOCKHOLDERS' INVESTMENT                     20,181             19,347
                                                                ----------        -----------
                                                                $   37,698        $    30,204
                                                                ==========       ===========
</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 Six Months Ended
                                                               --------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                          Sept. 30, 1999    Sept. 30, 1998
                                                               --------------    --------------

<S>                                                              <C>               <C>
Net income                                                       $   582           $ 1,080
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
   Depreciation and amortization                                     748               390
   Provisions for contract, inventory, accounts receivable and
   warranty reserves                                                 377               650
Changes in assets and liabilities:
   Accounts receivable                                            (3,223)             (609)
   Unbilled costs and fees                                        (3,796)           (1,191)
   Inventories                                                       582            (1,625)
   Prepaid expenses, other assets, and deposits                     (570)              169
   Accounts payable                                                  526             1,075
   Accrued income taxes                                               31                --
   Customer deposits                                                (596)            6,609
   Deferred revenue                                                 (270)               --
   Accrued expenses and other current liabilities                   (467)           (1,037)
   Noncurrent liabilities                                            224                43
                                                                 -------           -------
   Total adjustments                                              (6,434)            4,474
                                                                 -------           -------

Net cash provided by operating activities                         (5,852)            5,554
                                                                 -------           -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                               (610)           (1,378)
   Acquisition of business                                            --            (1,100)
   Purchase of patents and intangibles                                 9               (40)
                                                                 -------           -------
   Cash used for investing activities                               (619)           (2,518)
                                                                 -------           -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under line of credit                                 7,000                --
   Proceeds from exercise of stock options                           252               611
   Principal payments of capital lease obligations                   (14)              (13)
                                                                 -------           -------
   Cash provided by financing activities                           7,238               598
                                                                 -------           -------

NET INCREASE IN CASH AND CASH EQUIVALENTS                            767             3,634
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     366             2,290
                                                                 -------           -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $ 1,133           $ 5,924
                                                                 =======           =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Interest paid                                                 $    86           $    25
   Income taxes paid                                             $   800           $   369

NON-CASH TRANSACTIONS
   Issuance of stock in lieu of fees                             $    --           $    16
   Capital lease obligation for equipment                        $    --           $    24

</TABLE>

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


                                      -5-
<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
           PREPARATION OF 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 to present fairly the Company's financial
position and the results of operations. These results are not necessarily to be
considered indicative of the results 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
         Form 10-K for the year ended March 31, 1999. The Company has made no
         change in these policies during this quarter.

2.       INVENTORIES

         (Dollars in thousands) Inventories consisted of:

<TABLE>
<CAPTION>
                                                         Sept. 30, 1999  Mar. 31, 1999
                                                         --------------  -------------
             <S>                                           <C>             <C>
             Raw materials and completed
             sub-assemblies                                $   4,798       $   5,570
             Work in process                                   5,703           5,513
                                                           ---------       ---------
             Total                                         $  10,501       $  11,083
                                                           =========       =========
</TABLE>

3.   INCOME PER COMMON AND COMMON EQUIVALENT SHARE

     In March 1997, the Financial Accounting Standards Board (FASB) issued
     statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
     Share", which establishes standards for computing and presenting earnings
     per share for entities with publicly held common stock or potential common
     stock. The Company adopted SFAS 128 in fiscal 1998 and as required,
     restated per share amounts for all prior periods presented to conform to
     the new requirements. Basic earnings per common share is computed by
     dividing net income by the weighted average number of shares of common
     stock outstanding during the year. No dilution for any potentially dilutive
     securities is


                                      -6-
<PAGE>

     included. 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.

<TABLE>
<CAPTION>
     Earnings Per Share                            Three Months Ended                        Six Months Ended
     ------------------                            ------------------                        ----------------
     (in thousands except per share        Sept. 30, 1999     Sept. 30, 1998       Sept. 30, 1999     Sept. 30, 1998
     amounts)                              --------------     --------------       --------------     --------------
     <S>                                    <C>                 <C>                   <C>              <C>
     BASIC
     Net income                             $       390         $        554          $       582      $     1,080
                                            -----------         ------------          -----------      -----------
     Weighted average shares                      4,915                4,802                4,903            4,775
                                            -----------         ------------          -----------      -----------
     Basic earnings per share               $       .08         $        .12          $       .12      $       .23
                                            -----------         ------------          -----------      -----------
     DILUTED
     Net income                             $       390         $        554          $       582      $     1,080
                                            -----------         ------------          -----------      -----------
     Weighted average shares                      4,915                4,802                4,903            4,775
                                            -----------         ------------          -----------      -----------
     Effect of stock options                         83                  281                  105              322
                                            -----------         ------------          -----------      -----------
     Weighted average shares, as
     adjusted                                     4,998                5,083                5,008            5,097
                                            -----------         ------------          -----------      -----------
     Diluted earnings per share             $       .08         $        .11          $       .12      $       .21
                                            -----------         ------------          -----------      -----------
</TABLE>


4.   INCOME TAXES

     At March 31, 1999, the Company had approximately $67,000 of unused
     investment tax and other credits which expire through 2001.

5.   ACQUISITION OF BUSINESS

     On August 18, 1998, the Company purchased certain assets relating to the
     industrial linear accelerator business of Schonberg Research Corporation of
     Santa Clara, California for $1,100,000. The components of the purchase
     price consisted of the following:

                 Fixed assets                            $   658
                 Raw material inventory                       92
                 Patents and other intangible assets         350
                                                         -------
                              Total                      $ 1,100
                                                         -------

     This acquisition has been accounted for under the purchase method of
     accounting, and its results are included with the Company's results from
     the date of acquisition.


                                      -7-
<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
           ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

In the second quarter of fiscal 2000 net sales and contract revenues grew to
$15,459,000, an 8% increase from the comparable period a year ago and an 8%
increase from the previous quarter. The company earned net profits of $390,000
in the current quarter, compared to a net profit of $554,000 in the
corresponding period a year ago and a net profit of $192,000 in the previous
quarter.

RESULTS OF OPERATIONS

Net sales and contract revenues in the second quarter increased by $1,098,000
(8%) in comparison to the corresponding year ago period and $1,143,000 (8%)
compared to the first quarter of fiscal 2000. The increase in revenues from the
previous quarter is due to increased sales of x-ray equipment.

For the second quarter, costs of sales and contracts increased to $10,925,000
from $9,612,000 in the corresponding period a year ago due primarily to
increased sales volume. Costs of sales and contracts represented 71% of revenues
versus 67% for the corresponding period last year and 69% for the first quarter
of fiscal 2000. The costs of sales percentage of revenues in the current quarter
increased from the previous quarter primarily due to sales mix. As compared to
the year ago quarter, the cost of sales percentage of revenues in the current
quarter increased due to investments made in operations infrastructure, and
introduction of new or enhanced products in response to growing domestic and
international demand.

Selling, general and administrative expenses of $2,673,000 for the second
quarter were higher by 13% compared to the corresponding year-ago period and
lower by 1% compared to the first quarter of fiscal 2000. As a percent of sales,
selling, general and administrative expenses were 17% of revenues in the current
quarter and for the corresponding year-ago period and 19% for the first quarter
of fiscal 2000. This decrease from the previous quarter is due primarily to an
increased sales base.

Company-funded research and development expenses of $1,204,000 for the second
quarter were lower by $254,000 (17%) compared to the year-ago quarter and lower
by $195,000 (14%) compared to the first quarter of fiscal 2000. This is
essentially on budget.

The Company produced a net profit of $390,000 during the second quarter. This is
a decline of $164,000 (30%) over net profit in the year-ago quarter and an
increase of $198,000 (103%) from the first quarter of fiscal 2000. The decline
in after-tax profits from the year-ago quarter is due the above mentioned
investments in operational infrastructure and new products.


                                      -8-
<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.
           ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased by $767,000 to $1,133,000 at Sept. 30, 1999
compared to $366,000 on March 31, 1999. This increase in cash and cash
equivalents was primarily due to additional borrowings against the line of
credit partially offset by the increase in accounts receivables and unbilled
costs and fees. Working capital increased by $1,225,000 (9%) since March 31,
1999, increasing from $14,046,000 to $15,271,000 at the end of the second
quarter.

At September 30, 1999, the Company had external borrowings, with a local bank,
in the amount of $8,000,000 representing an increase of $7,000,000 during the
quarter. This was an expected increase, with funds used to support working
capital requirements of both international and domestic orders. The Company
anticipates this level of borrowing to significantly decline by the end of
fiscal 2000 (March 31, 2000). Interest is payable monthly at the bank's prime
rate of interest. The Company expects that its internally generated cash and
bank lines available to it will be adequate for its financing needs for the
short to medium term.

YEAR 2000

The Company has assessed the potential impact of the year 2000 on the Company's
internal business systems, products and operations. The Company's year 2000
initiatives include (i) testing and upgrading internal business systems and
facilities; (ii) testing and developing necessary upgrades for the Company's
current products and certain discontinued products; (iii) contacting key
suppliers, vendors, and customers to determine their year 2000 compliance
status; and (iv) developing contingency plans.

THE COMPANY'S STATE OF READINESS

The Company has tested and evaluated its critical information technology systems
for year 2000 compliance, including its significant computer systems, software
applications, and related equipment. The Company is currently in the process of
upgrading or replacing its noncompliant systems. In most cases, such upgrades or
replacements are being made in the ordinary course of business. The Company
expects that all of its information technology systems will be year 2000
compliant by the end of 1999. Any problems that are identified will be
prioritized and remediated based on their assigned priority. The Company will
continue periodic testing of its critical internal business systems in an effort
to minimize operating disruptions due to year 2000 issues. The Company believes
that all of the products that it currently manufactures and sells are year 2000
compliant.

The Company has identified and contacted suppliers, vendors, and customers that
are believed to be significant to the Company's business operations in order to
assess their year 2000 readiness. As part of this effort, the Company
distributed questionnaires relating to year 2000 compliance to its significant
suppliers, vendors, and customers. It is developing a more detailed follow-up to
ensure its most critical suppliers and vendors have adequate year 2000 plans in
place.

CONTINGENCY PLANS

The Company is developing a contingency plan that will allow its primary
business operations to continue despite possible disruptions due to year 2000
problems. These plans may include identifying and securing other suppliers,
increasing inventories, modifying production facilities and schedules, as well
as emergency power for information technology in case of general power failure,
and redundant


                                      -9-
<PAGE>

data in dissimilar computer systems to be used in case of a failure of the
existing IT system. As the Company continues to evaluate the year 2000 readiness
of its business systems and facilities, products and significant suppliers,
vendors, and customers, it will modify and adjust its contingency plan as may be
required.

COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES

To date, costs incurred in connection with the year 2000 issue have not been
material. The Company does not expect total year 2000 remediation costs to be
material, but there can be no assurance that the Company will not encounter
unexpected costs or delays in achieving year 2000 compliance.

RISKS OF THE COMPANY'S YEAR 2000 ISSUES

While the Company is attempting to minimize any negative consequences arising
from the year 2000 issue, there can be no assurance that the year 2000 problems
will not have a material adverse impact on the Company's business, operations,
or financial condition. While the Company expects that upgrades to its internal
business systems will be completed in a timely fashion, there can be no
assurance that the Company will not encounter unexpected costs and delays. If
any of the Company's material suppliers, vendors, or customers experience
business disruptions due to year 2000 issues, the Company might also be
materially adversely affected. There is expected to be a significant amount of
litigation relating to the year 2000 issue and there can be no assurance that
the Company will not incur material costs in defending or bringing lawsuits. Any
unexpected costs or delays arising from the year 2000 issue could have a
significant adverse impact on the Company's business, operations, and financial
condition.


                                      -10-
<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.

Part II - Other Information

         ITEM 1 - LEGAL PROCEEDINGS

         In September 1998, the Company filed suit against EG&G Astrophysics
         Research Corp. ("EG&G") in U.S. District Court in Boston, Massachusetts
         alleging that EG&G is infringing 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). In May 1999, the
         Court held a hearing on the Company's motion for a preliminary
         injunction against both Customs and EG&G prohibiting the 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. The
         Company is continuing to pursue its claims against EG&G, but has filed
         a motion to dismiss the suit against Customs.

         In a related matter, EG&G has filed a request with the U.S. Patent and
         Trademark Office for reexamination of the two patents that currently
         are at issue in the patent infringement action described above. The
         Company filed oppositions to the reexamination requests and believes
         that its patent claims will be upheld.

         ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Special Meeting in Lieu of Annual Meeting of the Company was held
         on September 23, 1999. At the meeting, all seven of management's
         nominees to the Board of Directors were elected to a one-year term
         according to the following votes:

                                                                   Votes
           Nominee                          Votes For           Withheld
           -------                          ---------           --------
           Herman Feshbach                  4,245,042            248,696
           Roger P. Heinisch                4,257,097            236,641
           Hamilton W. Helmer               4,257,143            236,595
           Donald S. McCarren               4,246,129            247,609
           William E. Odom                  4,257,197            236,541
           Carl W. Vogt                     4,257,197            236,541
           Ralph S. Sheridan                4,028,495            465,243
           Carl W. Vogt                     4,458,450            236,541

         In addition, the stockholders approved the adoption of the Company's
         1999 combination Stock Option Plan, by vote of 1,930,070 shares in
         favor to 857,747 shares against.


                                      -11-
<PAGE>


         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

                      (10)          Lease for premises at 33 Manning Rd.,
                                    Billerica, MA

                      (b)           Reports on Form 8-K

              No reports on Form 8-K were filed during the quarter.

         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.



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: 15th November 1999     __________________________________________
                                  Lee C. Steele
                                  Vice President and Chief Financial Officer



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 "RISK FACTORS" IN THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-3 (SEC FILE NO. 333-9151).