American Science & Engineering (ASEI) 8-K Entry into a Material Definitive Agreement

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 17, 2004

AMERICAN SCIENCE AND ENGINEERING, INC.

(Exact Name Of Registrant As Specified In Its Charter)

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

1-6549	04-2240991
(Commission File Number)	(I.R.S. Employer 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)

N/A

(Former Name or Former Address, if Changed Since Last Report)

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 16, 2004 American Science and Engineering, Inc., announced that the Company entered into a material definitive agreement.  A copy of the Press Release issued on September 16, 2004 regarding the agreement is filed as Exhibit Number 99.1

ITEM 9.01. EXHIBITS.

Exhibit Number	Description
99.1	Press Release dated September 16, 2004.

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SIGNATURE

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 thereunto duly authorized.

Date: September 17, 2004	AMERICAN SCIENCE AND ENGINEERING, INC.
	By: /s/ Anthony R. Fabiano
	Anthony R. Fabiano
	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No	Description
99.1	Press Release of the Company dated September 16, 2004 regarding material definitive agreement.

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