<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 DECEMBER 31, 1998

                                       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                           DEC. 31, 1998
           ---------------------                           -------------
           $.66 2/3 par value                                4,830,631


                               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)
<TABLE>
<CAPTION>

                                                          For Three Months Ended             For Nine Months Ended
Dollars and shares in Thousands, except per share     ------------------------------       ------------------------------
amounts                                               Dec.31, 1998     Dec. 31, 1997       Dec. 31, 1998    Dec. 31, 1997
                                                      ------------     -------------       -------------    -------------
<S>                                                  <C>               <C>              <C>               <C>           
 NET SALES AND CONTRACT REVENUE                      $       16,214    $        7,900   $         42,267  $       24,137
                                                        -----------        ----------        -----------       ---------
 COSTS AND EXPENSES:                                                                                       
   Cost of sales and contracts                               11,247             4,692             28,098          14,658
   Selling, general and administrative expenses               2,168             1,883              6,668           5,516
   Research and development                                   1,757               569              4,623           1,914
                                                        -----------        ----------        -----------       ---------
   Total costs and expenses                                  15,172             7,144             39,389          22,088
                                                        -----------        ----------        -----------       ---------

OPERATING INCOME                                              1,042               756              2,878           2,049
                                                        -----------        ----------        -----------       ---------
OTHER INCOME (EXPENSE):
   Interest, net                                                 40                30                 71             100 
   Other expenses, net                                          (54)               (5)              (122)           (16)
                                                        -----------        ----------        -----------       ---------
   Total other income                                           (14)               25                (51)             84
                                                        -----------        ----------        -----------       ---------
INCOME BEFORE PROVISION
FOR INCOME TAXES                                              1,028               781              2,827           2,133

PROVISION FOR INCOME TAXES                                      411                30              1,130              87
                                                        -----------        ----------        -----------       ---------
NET INCOME                                             $        617      $        751      $       1,697    $      2,046
                                                        -----------        ----------        -----------       ---------
INCOME PER SHARE - BASIC                               $        .13      $        .16      $         .35    $        .44
                                                        -----------        ----------        -----------       ---------
                 - DILUTED                             $        .12      $        .15      $         .33    $        .42
                                                        -----------        ----------        -----------       ---------

DIVIDENDS PAID PER SHARE                                       NONE              NONE               NONE            NONE
                                                        -----------        ----------        -----------       ---------
                                                        -----------        ----------        -----------       ---------
WEIGHTED AVERAGE SHARES                 - BASIC               4,824             4,660              4,792           4,616
                                                        -----------        ----------        -----------       ---------
                                        - DILUTED             5,051             4,930              5,081           4,925
                                                        -----------        ----------        -----------       ---------
</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



<TABLE>
<CAPTION>

Dollars in thousands                                                         Dec. 31, 1998           Mar. 31, 1998
                                                                             -------------           -------------
                                                                              (Unaudited)
<S>                                                                          <C>                      <C>         
ASSETS              CURRENT ASSETS:
                    Cash and cash equivalents                                $      1,514             $      2,290
                    Accounts receivable, net                                        7,918                    6,955
                    Unbilled costs and fees, net                                    3,135                    3,190
                    Inventories                                                     9,474                    8,737
                    Prepaid income taxes                                            1,452                    2,351
                    Prepaid expenses and other current assets                         703                      389
                                                                                  -------                  -------
                    TOTAL CURRENT ASSETS                                           24,196                   23,912
                                                                                  -------                  -------
                    NONCURRENT ASSETS:
                    Non-current deferred income taxes                                 205                      205
                    Deposits                                                           19                       24
                    Patents and other intangibles, net of accumulated                                                 
                    amortization of $31 at Dec. 31, 1998                              359                       --    
                    Property and equipment, net of
                       accumulated depreciation of
                       $9,447 at Dec. 31,1998 and                                                                     
                       $9,394 at March 31,1998                                      4,768                    1,852    
                                                                                  -------                  -------
                                                                             $     29,547             $     25,993
                                                                                  -------                  -------
                                                                                  -------                  -------
</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)


<TABLE>
<CAPTION>

Dollars in thousands                                                         Dec. 31, 1998           Mar. 31, 1998
                                                                             -------------           -------------
                                                                              (Unaudited)
<S>                                                                        <C>                     <C>            
LIABILITIES &         CURRENT LIABILITIES:
STOCKHOLDERS'         Line of credit                                       $       1,000           $            --
INVESTMENT            Current maturities of obligations
                        under capital leases                                          25                        20
                      Accounts payable                                             4,902                     4,360
                      Accrued salaries and benefits                                  893                       831
                      Accrued income taxes                                           250                       615
                      Deferred revenue                                               833                     1,240
                      Customer deposits                                            2,040                     1,151
                      Other current liabilities                                      557                     1,004
                                                                                 -------                    ------
                      TOTAL CURRENT LIABILITIES                                   10,500                     9,221
                                                                                 -------                    ------
                      NONCURRENT LIABILITIES:
                      Obligations under capital leases, net
                        of current maturities                                         25                        22
                      Deferred revenue                                                62                       232
                      Deferred compensation                                          154                       154
                      Deferred rent                                                  292                       280
                                                                                 -------                    ------
                      TOTAL NONCURRENT LIABILITIES                                   533                       688
                                                                                 -------                    ------
                      STOCKHOLDERS' INVESTMENT:
                      Jr. preferred stock, no par value
                      Authorized - 10,000 shares
                      Issued - None
                      Preferred stock, no par value
                      Authorized - 100,000 shares
                      Issued - None
                      Common stock, $.66-2/3 par value
                      Authorized - 20,000,000 shares
                      Issued 4,830,631 shares at Dec. 31, 1998
                      and 4,743,569 shares at Mar. 31, 1998                        3,220                     3,162
                      Capital in excess of par value                              16,953                    16,278
                      Accumulated deficit                                         (1,007)                   (2,704)
                                                                                 -------                    ------
                                                                                  19,166                    16,736
                      Note receivable-Officer                                       (640)                     (640)
                      Less: treasury stock
                        6,178 shares at Dec. 31, 1998 and                                               
                        6,678 shares at Mar. 31, 1998, at cost                       (12)                      (12)
                                                                                 -------                    ------
                      TOTAL STOCKHOLDERS' INVESTMENT                              18,514                    16,084
                                                                                 -------                    ------
                                                                             $    29,547           $        25,993
                                                                                 -------                    ------
                                                                                 -------                    ------
</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 Nine Months Ended
                                                                           --------------------------------------
                                                                           Dec. 31, 1998            Dec. 31, 1997
                                                                           -------------            -------------
<S>                                                                        <C>                      <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                 $      1,697             $     2,046
Adjustments to reconcile net income to net cash (used for) operating activities:
   Depreciation and amortization                                                    585                     446
   Provisions for contract, inventory, accounts                                                                     
   receivable and warranty reserves                                                 827                     777     
Changes in assets and liabilities:
   Accounts receivable                                                           (1,063)                 (2,253)
   Unbilled costs and fees                                                          155                  (1,375)
   Inventories                                                                     (845)                 (1,761)
   Prepaid income taxes                                                             899                      --
   Prepaid expenses and other assets                                               (309)                    158
   Accounts payable                                                                 542                     460
   Customer deposits                                                                889                      --
   Accrued expenses and other current liabilities                                (1,768)                    852
   Noncurrent liabilities                                                          (158)                   (218)
                                                                               --------                 -------
   Total adjustments                                                               (246)                 (2,914)
                                                                               --------                 -------
Net cash provided by used for operating activities                                1,451                    (868)
                                                                               --------                 -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                            (2,788)                   (911)
   Acquisition of business assets (Note 5)                                       (1,100)                     --
   Purchase of patents and intangibles                                              (40)                     --
                                                                               --------                 -------
Net cash used by investing activities                                            (3,928)                   (911)
                                                                               --------                 -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from line of credit                                                   1,000                      --
   Proceeds from exercise of stock options                                          717                     739
   Principal payments of capital lease obligations                                  (16)                    (14)
                                                                               --------                 -------
   Cash provided by financing activities                                          1,701                     725
                                                                               --------                 -------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                          (776)                 (1,054)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  2,290                   3,202
                                                                               --------                 -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $      1,514             $     2,148
                                                                               --------                 -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Interest paid                                                           $         25             $         5
   Income taxes paid                                                       $        565             $        53

NON-CASH TRANSACTIONS:
   Issuance of stock in lieu of fees                                       $         16             $       133
   Capital lease obligations for equipment                                 $         24             $        --
The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>

                                       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 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, 1998.


2.       INVENTORIES (Dollars in thousands) Inventories consisted of:

<TABLE>
<CAPTION>

                                                                 Dec. 31, 1998               Mar. 31, 1998
                                                                 -------------               -------------
<S>                                                        <C>                      <C>                   
             Raw materials and completed                                           
             sub-assemblies                                $             5,316      $                4,958
             Work in process                                             3,887                       3,654
             Finished goods                                                271                         125
                                                                 -------------                 -----------
             Total                                         $             9,474      $                8,737
                                                                 -------------                 -----------
                                                                 -------------                 -----------
</TABLE>


                                       6

<PAGE>

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 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                         NINE MONTHS ENDED
                                                 ---------------------                     --------------------
   (in thousands except per share         DEC. 31, 1998        DEC. 31, 1997      DEC. 31, 1998          DEC. 31, 1997
   amounts)                               -------------        -------------      -------------          -------------
<S>                                    <C>                  <C>                   <C>                 <C>                   
   BASIC
   Net income                          $               617  $                751  $            1,697  $             2,046
                                            ---------------     -----------------      --------------      ---------------
   Weighted average shares                           4,824                 4,660               4,792                4,616
                                            ---------------     -----------------      --------------      ---------------
   Basic earnings per share            $               .13  $                .16  $              .35  $               .44
                                            ---------------     -----------------      --------------      ---------------
   DILUTED
   Net income                          $               617  $                751  $            1,697  $             2,046
                                            ---------------     -----------------      --------------      ---------------
   Weighted average shares                           4,824                 4,660               4,792                4,616
                                            ---------------     -----------------      --------------      ---------------
   Effect of stock options                             227                   270                 289                  309
                                            ---------------     -----------------      --------------      ---------------
   Weighted average shares, as
   adjusted                                          5,051                 4,930               5,081                4,925
                                            ---------------     -----------------      --------------      ---------------
   Diluted earnings per share          $               .12  $                .15  $              .33  $               .42
                                            ---------------     -----------------      --------------      ---------------
                                            ---------------     -----------------      --------------      ---------------
</TABLE>


4.   INCOME TAXES
     At March 31, 1998, the Company had approximately $3,286,000 of federal net
     operating loss carryforwards. The carryforwards expire through the year
     2010. The Company also has unused investment tax and other credits of
     approximately $107,000 expiring through 2001. The effective tax rate of 40%
     exceeded the statutory federal income tax rate of 34% primarily due to the
     impact of state income taxes.

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:

<TABLE>

                    <S>                                          <C>     
                         Fixed assets                                $    658
                         Raw material inventory                            92
                         Patents and other intangible assets              350
                                                                      -------
                                      Total                           $ 1,100
                                                                      -------
                                                                      -------
</TABLE>

     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 third quarter of fiscal 1999 net sales and contract revenues grew
       to $16,214,000, a 105% increase from the comparable period a year ago and
       a 13% increase from the previous quarter. The company earned net profits
       of $617,000 in the current quarter, compared to a net profit of $751,000
       in the corresponding period a year ago and a net profit of $554,000 in
       the previous quarter. This decline in profitability from the
       corresponding period a year ago is due to an increase in the effective
       tax rate to 40% in the current quarter from approximately 4% in fiscal
       1998. The Company recognized the benefit of its net operating losses at
       the end of FY 1998 and results since then include no related tax
       benefits.


       RESULTS OF OPERATIONS
       Net sales and contract revenues in the third quarter increased by
       $8,314,000 (105%) in comparison to the corresponding year ago period and
       $1,853,000 (13%) compared to the second quarter of fiscal 1999. This
       increase is primarily due to the increase in CargoSearch(TM) revenue.

       For the third quarter, costs of sales and contracts increased to
       $11,247,000 from $4,692,000 in the corresponding period a year ago due
       primarily to increased sales volume. Costs of sales and contracts
       represented 69% of revenues versus 59% for the corresponding period last
       year and 67% for the second quarter of fiscal year 1999. The costs of
       sales percentage of revenues in the current quarter increased from the
       previous quarter primarily due to sales mix.

       Selling, general and administrative expenses of $2,168,000 for the third
       quarter were higher by 15% compared to the corresponding year-ago period
       and lower by 8% compared to the second quarter of fiscal 1999. As a
       percent of sales, selling, general and administrative expenses were 13%
       of revenues in the current quarter compared to 24% of revenues for the
       corresponding year-ago period and 17% for the second quarter of fiscal
       year 1999. The decrease as a percentage of sales is due primarily to an
       increased sales base over which costs are spread.

       Company-funded research and development expenses of $1,757,000 for the
       third quarter were higher by $1,188,000 (209%) compared to the year-ago
       quarter and higher by $299,000 (21%) compared to the second quarter of
       fiscal year 1999. The increase is an intentional result of the Company's
       increased commitment to research and development.

       The Company produced a net profit of $617,000 during the third quarter.
       This is a decline of $134,000 (18%) over net profit in the year-ago
       quarter and an increase of $63,000 (11%) from the second quarter of
       fiscal 1999. The decline in after-tax profits from the year-ago quarter
       is due to a change in the effective tax rate from approximately 4% in
       fiscal 1998 to 40% in fiscal 1999. The Company recognized the benefit of
       its net operating losses at the end of FY 1998 and results since then
       include no related tax benefits.

                                       8

<PAGE>

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

YEAR 2000

The Company continues to assess 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 material 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 is in the process of identifying and contacting 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 has developed and is distributing questionnaires relating to year
2000 compliance to its significant suppliers, vendors, and customers that
indicate that they are not year 2000 compliant.

Contingency Plans

The Company intends to develop a contingency plan that will allow its primary
business operations to continue despite disruptions, if any, due to year 2000
problems. These plans may include identifying and securing other suppliers,
increasing inventories, and modifying production facilities and schedules. 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.

                                      9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased by $776,000 to $1,514,000 at Dec. 31, 1998
compared to $2,290,000 on March 31, 1998. This decrease in cash and cash
equivalents was primarily due to an increase in accounts receivable and
inventories as well as a decrease in accrued expenses and other current
liabilities, partially offset by a decrease in prepaid taxes and an increase in
customer deposits. Working capital decreased by $995,000 (7%) since March 31,
1998, decreasing from $14,691,000 to $13,696,000 at the end of the third
quarter.

During August 1998, the Company increased its revolving line of credit, raising
it from $12.0 million to $15.0 million in anticipation of the increased standby
letter of credit capacity required to support the growth of international
orders. As of December 31, 1998, the Company had $1,000,000 outstanding against
the line of credit.

Also during August 1998, the Company negotiated a new export line of credit in
the amount of $8.25 million. This line of credit is guaranteed by the
Export-Import Bank of the United States. This line of credit is solely for the
standby letters of credit associated with a large international order.

                                       10

<PAGE>

                     AMERICAN SCIENCE AND ENGINEERING, INC.

Part II - Other Information

         ITEM 1 - LEGAL PROCEEDINGS

         There were no material developments during the quarter in the Company's
         previously reported lawsuit against EG&G Astrophysics Research Corp.

                                       11

<PAGE>

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

                      (a)           No exhibits are included.

                      (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: February 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).

                                       12