E4-3002. Issuer Delisting; Notice of Application of American Science and Engineering, Inc. To Withdraw Its Common Stock, $.662/3

October 29, 2004.

On October 1, 2004, American Science and Engineering, Inc., a Massachusetts corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its common stock, $.662/3 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer represents that the Board of Directors (“Board”) of the Issuer approved a resolution on July 28, 2004 to withdraw the Issuer's Security from listing on the Amex and to list the Security on Nasdaq National Market (“Nasdaq”). The Issuer states it would be in the best interest of the Issuer to list the Security solely on Nasdaq because Nasdaq should offer increased visibility and liquidity in worldwide financial markets, is perceived by many investors as the premier market for technology companies like the Issuer, and should provide improved and enhanced investor services for the Issuer's stockholders. In addition, the Issuer believes it is advisable and desirable to remove the listing of its Security on the Amex and to list the Security on Nasdaq. The Issuer states that it was scheduled to list its Security on the Nasdaq on October 6, 2004.

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in the State of Massachusetts, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the Amex and from registration under Section 12(b) of the Act,^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before November 23, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to [e-mail]. Please include the File Number 1-06549 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-06549. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).