SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHERIDAN RALPH

(Last)

(First)

(Middle)

C/O AMERICAN SCIENCE & ENGINEERING, INC

829 MIDDLESEX TURNPIKE

(Street)

BILLERICA

01821

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN SCIENCE & ENGINEERING INC [ ASE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/05/2003		M		50,000	A	$4	264,260	D⁽¹⁾
Common Stock	08/18/2003		M		5,475	A	$7.44	269,735	D⁽¹⁾
Common Stock	08/18/2003		S		5,475	D	$10.65	264,260	D⁽¹⁾
Common Stock	08/19/2003		M		14,900	A	$7.44	279,160	D⁽¹⁾
Common Stock	08/19/2003		S		14,900	D	$10.19	264,260	D⁽¹⁾
Common Stock	08/19/2003		M		67,204	A	$7.44	331,464	D⁽¹⁾
Common Stock	08/20/2003		M		76,420	A	$7.44	407,884	D⁽¹⁾
Common Stock	08/20/2003		M		9,300	A	$7.44	417,184	D⁽¹⁾
Common Stock	08/20/2003		S		9,300	D	$10.118	407,884	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$4	08/05/2003		M			50,000	01/12/1995⁽²⁾	08/20/2003	Common Stock	50,000	⁽⁴⁾	498,699	D
Stock Option	$7.44	08/18/2003		M			5,475	09/25/2000⁽³⁾	08/20/2003	Common Stock	5,475	⁽⁴⁾	493,224	D
Stock Option	$7.44	08/19/2003		M			14,900	09/25/2000⁽³⁾	08/20/2003	Common Stock	14,900	⁽⁴⁾	478,324	D
Stock Option	$7.44	08/19/2003		M			67,204	09/25/2000⁽³⁾	08/20/2003	Common Stock	67,204	⁽⁴⁾	411,120	D
Stock Option	$7.44	08/20/2003		M			76,420	09/25/2000⁽³⁾	08/20/2003	Common Stock	76,420	⁽⁴⁾	334,700	D
Stock Option	$7.44	08/20/2003		M			9,300	09/25/2000⁽³⁾	08/20/2003	Common Stock	9,300	⁽⁴⁾	0	D

Explanation of Responses:

1. 2,760 of the total shares reported are held indirectly through a 401(k) Plan

2. The option reported was part of an original grant of an option to purchase 80,000 shares. 40,000 shares subject to the option became exercisable on January 12, 1995, 20,000 shares subject to the option became exercisable on January 12, 1996, and 20,000 shares subject to the option became exercisable on January 12, 1997.

3. The option reported was part of an original grant of an option to purchase 225,000 shares. 75,000 shares subject to the option became exercisable on September 25, 2000, 75,000 shares subject to the option became exercisable on September 25, 2001, and 75,000 shares subject to the option became exercisable on September 25, 2002.

4. The exercise price of the option is set forth in Column 2 of this Table II.

	/s/ Ralph S. Sheridan	08/22/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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