TEXT EXHIBIT 99.1





                              FOR IMMEDIATE RELEASE

        American Science and Engineering, Inc. Completes a $19.7 Million
                                Private Placement

BILLERICA, MA, MAY 29, 2002-- American Science and Engineering, Inc.  (AMEX:ASE)
today announced that it received gross proceeds of approximately $19.7 million
from a private placement of the Company's common stock to institutional
investors at $ 17.64 per share. The share price of the placement is based upon
90% of the average closing price of the Company's common stock for the five-day
period ending May 24, 2002. As part of the transaction, the Company issued to
the investors warrants to purchase 278,750 additional shares of AS&E common
stock at an exercise price of $23.52 per share. After commissions and expenses,
the net proceeds to the Company will be approximately $18.4 million. The net
proceeds will be used for general corporate purposes, including repayment of
AS&E's line of credit, funding working capital, capital expenditures and
investments in new product development. William Blair & Company acted as the
placement agent for the transaction.

The securities sold have not been registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. However,
as part of the transaction, the Company agreed to file a registration statement
on Form S-3 with the Securities and Exchange Commission within 15 days for
purposes of registering the resale of the shares of common stock issued in the
private placement and the shares issuable upon exercise of the warrants. This
news release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state. Any
offering of American Science and Engineering, Inc. securities under the resale
registration statement will be made only by means of a prospectus.

ABOUT AS&E
AS&E develops and manufactures sophisticated X-ray inspection products for
critical detection and security applications. These systems are solving an
expanding range of inspection problems including detecting car and truck bombs,
combating weapons smuggling, and imaging cargo to expose trade fraud and illegal
immigration. AS&E's patented Z(R) Backscatter technology detects plastic
explosives, illegal drugs, and other contraband, even when artfully concealed in
complex backgrounds by terrorists and smugglers. AS&E's Shaped EnergyTM X-ray
inspection systems combine material discrimination features of Z(R) Backscatter
imaging with the penetration capability of high-energy X-rays for dense cargoes.
AS&E's High Energy Systems Division manufactures linear accelerators for a
variety of applications including medical, scientific, security, electron beam
curing and non-destructive testing. For more information on AS&E products and
technologies, please visit AS&E's web site at HTTP://WWW.AS-E.COM.

FOR MORE INFORMATION:
LAURA BERMAN OR ANDREW MORRISON                        JACKSON BAIN
AMERICAN SCIENCE AND ENGINEERING, INC.                 BAIN AND ASSOCIATES, INC.
(978) 262-8700                                         (703) 549-9592





SAFE HARBOR STATEMENT
THE FOREGOING PRESS RELEASE CONTAINS STATEMENTS CONCERNING AS&E'S FINANCIAL
PERFORMANCE, MARKETS AND BUSINESS OPERATIONS THAT MAY BE CONSIDERED
"FORWARD-LOOKING" UNDER APPLICABLE SECURITIES LAWS. AS&E WISHES TO CAUTION
READERS OF THIS PRESS RELEASE 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 AND OTHER
GOVERNMENTS; DISRUPTION IN THE SUPPLY OF ANY SOLE-SOURCE COMPONENT INCORPORATED
INTO THE AS&E'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; GLOBAL ECONOMIC DEVELOPMENTS AND THE ABILITY OF GOVERNMENTS AND
PRIVATE ORGANIZATIONS TO FUND PURCHASES OF THE COMPANY'S PRODUCTS TO ADDRESS
SUCH THREATS; AND THE POTENTIAL INSUFFICIENCY OF COMPANY RESOURCES, INCLUDING
HUMAN RESOURCES, CAPITAL, PLANT AND EQUIPMENT AND MANAGEMENT SYSTEMS, TO
ACCOMMODATE ANY FUTURE GROWTH. THESE AND CERTAIN OTHER FACTORS WHICH MIGHT CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED ARE MORE FULLY SET
FORTH UNDER THE CAPTION "FORWARD-LOOKING INFORMATION AND FACTORS AFFECTING
FUTURE PERFORMANCE" IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR
ENDING MARCH 31, 2001.