As filed with the Securities and Exchange Commission on August 20, 1997.
	     
                                               Registration No. 33-
============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                             _____________________

                                  FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                              _____________________

                                HOLOGIC, INC.
               (Exact name of registrant as specified in its charter)

         Delaware		                                     04-2902449
 ---------------------                                 ---------------      	
(State of Incorporation)	                (IRS Employer Identification No.)

                 590 Lincoln Street, Waltham, Massachusetts 02154
                 -------------------------------------------------
                (Address of principal executive offices) (zip code)

                Hologic, Inc. 1997 Employee Equity Incentive Plan
                -------------------------------------------------   
                             (Full title of the Plan)

                          S. David Ellenbogen, Chairman
                                Hologic, Inc.
                            590 Lincoln Street
                        Waltham, Massachusetts 02154
                        ----------------------------
                   (Name and address of agent for service)

                              (617) 890-2300
            -----------------------------------------------------------
           (Telephone number, including area code, of agent for service)

                                 Copies to: 
                          Lawrence M. Levy, Esquire
                         Brown, Rudnick, Freed & Gesmer
                            One Financial Center
                          Boston, Massachusetts  02111

<TABLE>
<CAPTION>

                             CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of                              Proposed maximum         Proposed maximum                  
securities       Amount to be        offering price per        aggregate offering        Amount
to be            registerd (1)           share (2)                 price (2)        of registration    
registered                                                                               fee
==================================================================================================
<S>                    <C>               <C>                          <C>               <C>
Common Stock,      500,000              $21.9065                $10,953,250          $3,320   
$.01 par value        (2)                 (3)

Rights to 
Purchase Common 
Stock (4)          500,000 rights         --                          --               --
==================================================================================================
</TABLE>

(1)	Such presently indeterminable number of additional shares of Common 
Stock and Rights are also registered hereunder as may be issued in the 
event of a merger, consolidation, reorganization, recapitalization, 
stock dividend, stock split or other similar change in Common Stock.
(2)	To be issued pursuant to the Corporation's 1997 Employee Equity 
Incentive Plan. 
(3)	Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on 
the basis of the average high and low prices for the Corporation's 
Common Stock on August 15, 1997, as reported by the Nasdaq Stock Market.
(4)	Pursuant to a Rights Agreement entered into in 1992, as amended, one 
right (each a "Right") is deemed to be delivered with each share of 
Common Stock issued by the Registrant. The Rights currently are not 
separately transferable apart from the Common Stock, and they are not 
exercisable until the occurrence of certain events.  Accordingly, no 
independent value has been attributed to the Rights.






                              PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation Of Documents by Reference.
------------------------------------------------
	The Corporation hereby incorporates by reference into this Registration 
Statement the following documents:

	(a)	The Corporation's Annual Report on Form 10-K for the fiscal year 
ended September 28, 1996.

	(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the 
end of the fiscal year covered by the Annual Report referred to in (a) above.

	(c)	The descriptions of the Corporation's Common Stock and Rights to 
purchase common stock which are contained in its Registration Statements 
filed pursuant to Section 12 of the Exchange Act, including all amendments 
and reports updating such description.

	All documents filed by the Corporation pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and 
prior to the filing of a post-effective amendment which indicates that all 
securities offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed hereby incorporated by reference in this 
Registration Statement and to be a part hereof from the date of filing of 
such documents.  Any statement contained in a document incorporated or deemed 
to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this registration statement to the extent that a 
statement contained herein or in any subsequently filed document which also 
is or is deemed to be incorporated by reference herein modifies or supersedes 
such statement.

Item 4.	Description of Securities.
----------------------------------

	Not Applicable.

Item 5.	Interests of Named Experts and Counsel.
-----------------------------------------------

	The legality of the Common Stock, and of the Rights to be issued in 
connection with Common Stock, to be issued pursuant to the 1997 Employee 
Equity Incentive Plan has been passed upon for the Corporation by Brown, 
Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts 02111.

Item 6.	Indemnification of Directors and Officers.
--------------------------------------------------

	Article 10 of the Registrant's Certificate of Incorporation eliminates 
the personal liability of directors of the Registrant or its stockholders for 
monetary damages for breach of fiduciary duty to the full extent permitted by 
Delaware law.  Article 11 of the Registrant's By-laws provides that the 
Registrant may indemnify its officers and directors to the full extent 
permitted by the General Corporation Law of the State of Delaware.  Section 
145 of the General Corporation Law of the State of Delaware authorizes a 
corporation to indemnify directors, officers, employees or agents of the 
corporation in non-derivative suits if such party acted in good faith and in 
a manner he or she reasonably believed to be in or not opposed to the best 
interest of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe this conduct was unlawful, as 
determined in accordance with the Delaware General Corporation Law.  Section 
145 further provides that indemnification shall be provided if the party in 
question is successful on the merits or otherwise in the defense of any 
claim. 

	The Registrant has entered into indemnification agreements with each of 
its present directors.  The Company may also enter into similar agreements 
with certain of the Company's officers who are not also directors.  
Generally, the indemnification agreements attempt to provide the maximum 
protection permitted by Delaware law with respect to indemnification of 
directors.  In addition, the Registrant maintains insurance on behalf of any 
person who is or was a director or officer against any loss arising from any 
claim asserted against him or her in any such capacity, subject to certain 
exceptions. 

Item 7.	Exemption from Registration Claimed.
-------------------------------------------

	Not Applicable.


Item 8.	Exhibits.
-----------------

	4.1      	Certificate of Incorporation of the Registrant - Filed as 
           Exhibit 3.01 to the Registrant's Registration Statement on Form 
           S-1 (File No. 33-33128).*

	4.2      	By-Laws of the Registrant - Filed as Exhibit 3.02 to the 
           Registrant's Registration Statement on Form S-1 (File No. 33-
           33128).*

	4.3      	Specimen Certificate of Common Stock - Filed as Exhibit 4.01 to 
           the Registrant's Registration Statement on Form S-1 (File No. 
           33-33128).* 

	4.4      	Rights Agreement dated December 22, 1992 - Filed as Exhibit 1 to 
           Registrant's Registration Statement on Form 8-A filed with 
           respect to the Rights, dated January 29, 1993.* 

	4.5      	Amendment No. 1 and Amendment No. 2 to the Rights Agreement, 
           dated as of December 13, 1995 and December 9, 1996, respectively 
           - Filed as Exhibits 1 and 2 to Form 8-A/A amending Registrant's 
           Registrant Statement on Form 8-A filed with respect to the 
           Rights.* 

	5        	Legal Opinion of Brown, Rudnick, Freed & Gesmer.

	23.1      Consent of Arthur Andersen LLP.

	23.2     	Consent of Brown, Rudnick, Freed & Gesmer is included in their 
           legal opinion filed as Exhibit 5 hereof.

	24       	Power of Attorney (included on the signature page of this 
           Registration Statement).

	99       	Registrant's 1997 Employee Equity Incentive Plan.
_____________

*	Not filed herewith.  In accordance with Rule 411 promulgated pursuant to 
the Securities Act of 1933, as amended, reference is made to the documents 
previously filed with the Commission, which are incorporated by reference 
herein.

Item 9.  Undertakings.
----------------------

	(a)  The undersigned Registrant hereby undertakes:

	  	(1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement to include 
any material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material change to 
such information in the registration statement.

	   	(2)  That, for the purpose of determining liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a 
new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

	   	(3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

	(b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

	(c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.



                               SIGNATURES


	Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Town of Waltham, Commonwealth of 
Massachusetts, on the 20th day of August, 1997.

                                       				HOLOGIC, INC.


                                      				By:/s/S. David Ellenbogen 
                                          --------------------------				     
                                           S. David Ellenbogen
				                                       Chief Executive Officer



                           POWER OF ATTORNEY


	KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears 
below constitutes and appoints S. David Ellenbogen and Jay A. Stein and each 
of them (with full power to each of them to act alone), his true and lawful 
attorneys-in-fact and agents, with full power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any or all amendments (including post-effective 
amendments) to this Registration Statement, and to file the same, with all 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or any of them, or their substitutes, may lawfully do or cause to be 
done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the date indicated.

Signature                      	Title	                           Date
---------                       -----                            -----

/s/ S. David Ellenbogen	   	Director and Principal          	August 16, 1997
    --------------------   
    S. David Ellenbogen	    	Executive Officer


/s/ Jay A. Stein          	Director and Technical Director  	August 16, 1997
    ------------
    Jay A. Stein


/s/ Glenn P. Muir	        	Chief Financial	                  August 16, 1997
    --------------
    Glenn P. Muir	        	Officer


/s/ Irwin Jacobs         		Director	                         August 16, 1997
    ------------
    Irwin Jacobs


/s/ William A. Peck      		Director                         	August 16, 1997
    ---------------
    William A. Peck


/s/ Gerald Segel	          	Director                        	August 16, 1997
    -------------
    Gerald Segel


/s/ Elaine Ullian         		Director                        	August 16, 1997
    -------------
    Elaine Ullian




                             INDEX TO EXHIBITS

Exhibit	
                               	Sequential
Number	
                               	Page Number

	4.1	     Certificate of Incorporation of the Registrant - Filed as Exhibit 
          3.01 to the Registrant's Registration Statement on Form S-1 (File 
          No. 33-33128).*

	4.2     	By-Laws of the Registrant - Filed as Exhibit 3.02 to the 
          Registrant's Registration Statement on Form S-1 (File No. 33-
          33128).*

	4.3     	Specimen Certificate of Common Stock - Filed as Exhibit 4.01 to 
          the Registrant's Registration Statement on Form S-1 (File No. 33-
          33128).*

	4.4      Rights Agreement dated December 22, 1992 - Filed as Exhibit 1 to 
          Registrant's Registration Statement on Form 8-A filed with respect 
          to the Rights, dated January 29, 1993.* 

	4.5     Amendment No. 1 and Amendment No. 2 to the Rights Agreement, dated 
         as of December 13, 1995 and December 9, 1996, respectively - Filed 
         as Exhibits 1 and 2 to Form 8-A/A amending Registrant's Registrant 
         Statement on Form 8-A filed with respect to the Rights.* 

	5	      Legal Opinion of Brown, Rudnick, Freed & Gesmer.

	23.1    Consent of Arthur Andersen LLP.

	23.2   	Consent of Brown, Rudnick, Freed & Gesmer is included in their 
         legal opinion filed as Exhibit 5 hereof.

	24     	Power of Attorney (included on the signature page of this 
         Registration Statement).

	99	     Registrant's 1997 Employee Equity Incentive Plan.
______________

*	Not filed herewith.  In accordance with Rule 411 promulgated pursuant to 
the Securities Act of 1933, as amended, reference is made to the documents 
previously filed with the Commission, which are incorporated by reference 
herein.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17784}]
{"company-data": {"conformed-name": "HOLOGIC INC", "cik": "0000859737", "assigned-sic": "3844", "irs-number": "042902449", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34003", "film-number": "97666986"}, "business-address": {"street1": "590 LINCOLN ST", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178902300"}, "mail-address": {"street1": "590 LINCOLN STREET", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
As filed with the Securities and Exchange Commission on August 20, 1997.
	     
                                               Registration No. 33-
============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                             _____________________

                                  FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                              _____________________

                                HOLOGIC, INC.
               (Exact name of registrant as specified in its charter)

         Delaware		                                     04-2902449
 ---------------------                                 ---------------      	
(State of Incorporation)	                (IRS Employer Identification No.)

                 590 Lincoln Street, Waltham, Massachusetts 02154
                 -------------------------------------------------
                (Address of principal executive offices) (zip code)

                Hologic, Inc. 1997 Employee Equity Incentive Plan
                -------------------------------------------------   
                             (Full title of the Plan)

                          S. David Ellenbogen, Chairman
                                Hologic, Inc.
                            590 Lincoln Street
                        Waltham, Massachusetts 02154
                        ----------------------------
                   (Name and address of agent for service)

                              (617) 890-2300
            -----------------------------------------------------------
           (Telephone number, including area code, of agent for service)

                                 Copies to: 
                          Lawrence M. Levy, Esquire
                         Brown, Rudnick, Freed & Gesmer
                            One Financial Center
                          Boston, Massachusetts  02111
CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of                              Proposed maximum         Proposed maximum                  
securities       Amount to be        offering price per        aggregate offering        Amount
to be            registerd (1)           share (2)                 price (2)        of registration    
registered                                                                               fee
==================================================================================================
Common Stock,      500,000              $21.9065                $10,953,250          $3,320   
$.01 par value        (2)                 (3)

Rights to 
Purchase Common 
Stock (4)          500,000 rights         --                          --               --
==================================================================================================
(1)	Such presently indeterminable number of additional shares of Common 
Stock and Rights are also registered hereunder as may be issued in the 
event of a merger, consolidation, reorganization, recapitalization, 
stock dividend, stock split or other similar change in Common Stock.
(2)	To be issued pursuant to the Corporation's 1997 Employee Equity 
Incentive Plan. 
(3)	Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on 
the basis of the average high and low prices for the Corporation's 
Common Stock on August 15, 1997, as reported by the Nasdaq Stock Market.
(4)	Pursuant to a Rights Agreement entered into in 1992, as amended, one 
right (each a "Right") is deemed to be delivered with each share of 
Common Stock issued by the Registrant. The Rights currently are not 
separately transferable apart from the Common Stock, and they are not 
exercisable until the occurrence of certain events.  Accordingly, no 
independent value has been attributed to the Rights.

                              PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation Of Documents by Reference.
------------------------------------------------
	The Corporation hereby incorporates by reference into this Registration 
Statement the following documents:

	(a)	The Corporation's Annual Report on Form 10-K for the fiscal year 
ended September 28, 1996.

	(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the 
end of the fiscal year covered by the Annual Report referred to in (a) above.

	(c)	The descriptions of the Corporation's Common Stock and Rights to 
purchase common stock which are contained in its Registration Statements 
filed pursuant to Section 12 of the Exchange Act, including all amendments 
and reports updating such description.

	All documents filed by the Corporation pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and 
prior to the filing of a post-effective amendment which indicates that all 
securities offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed hereby incorporated by reference in this 
Registration Statement and to be a part hereof from the date of filing of 
such documents.  Any statement contained in a document incorporated or deemed 
to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this registration statement to the extent that a 
statement contained herein or in any subsequently filed document which also 
is or is deemed to be incorporated by reference herein modifies or supersedes 
such statement.

Item 4.	Description of Securities.
----------------------------------

	Not Applicable.

Item 5.	Interests of Named Experts and Counsel.
-----------------------------------------------

	The legality of the Common Stock, and of the Rights to be issued in 
connection with Common Stock, to be issued pursuant to the 1997 Employee 
Equity Incentive Plan has been passed upon for the Corporation by Brown, 
Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts 02111.

Item 6.	Indemnification of Directors and Officers.
--------------------------------------------------

	Article 10 of the Registrant's Certificate of Incorporation eliminates 
the personal liability of directors of the Registrant or its stockholders for 
monetary damages for breach of fiduciary duty to the full extent permitted by 
Delaware law.  Article 11 of the Registrant's By-laws provides that the 
Registrant may indemnify its officers and directors to the full extent 
permitted by the General Corporation Law of the State of Delaware.  Section 
145 of the General Corporation Law of the State of Delaware authorizes a 
corporation to indemnify directors, officers, employees or agents of the 
corporation in non-derivative suits if such party acted in good faith and in 
a manner he or she reasonably believed to be in or not opposed to the best 
interest of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe this conduct was unlawful, as 
determined in accordance with the Delaware General Corporation Law.  Section 
145 further provides that indemnification shall be provided if the party in 
question is successful on the merits or otherwise in the defense of any 
claim. 

	The Registrant has entered into indemnification agreements with each of 
its present directors.  The Company may also enter into similar agreements 
with certain of the Company's officers who are not also directors.  
Generally, the indemnification agreements attempt to provide the maximum 
protection permitted by Delaware law with respect to indemnification of 
directors.  In addition, the Registrant maintains insurance on behalf of any 
person who is or was a director or officer against any loss arising from any 
claim asserted against him or her in any such capacity, subject to certain 
exceptions. 

Item 7.	Exemption from Registration Claimed.
-------------------------------------------

	Not Applicable.

Item 8.	Exhibits.
-----------------

	4.1      	Certificate of Incorporation of the Registrant - Filed as 
           Exhibit 3.01 to the Registrant's Registration Statement on Form 
           S-1 (File No. 33-33128).*

	4.2      	By-Laws of the Registrant - Filed as Exhibit 3.02 to the 
           Registrant's Registration Statement on Form S-1 (File No. 33-
           33128).*

	4.3      	Specimen Certificate of Common Stock - Filed as Exhibit 4.01 to 
           the Registrant's Registration Statement on Form S-1 (File No. 
           33-33128).* 

	4.4      	Rights Agreement dated December 22, 1992 - Filed as Exhibit 1 to 
           Registrant's Registration Statement on Form 8-A filed with 
           respect to the Rights, dated January 29, 1993.* 

	4.5      	Amendment No. 1 and Amendment No. 2 to the Rights Agreement, 
           dated as of December 13, 1995 and December 9, 1996, respectively 
           - Filed as Exhibits 1 and 2 to Form 8-A/A amending Registrant's 
           Registrant Statement on Form 8-A filed with respect to the 
           Rights.* 

	5        	Legal Opinion of Brown, Rudnick, Freed & Gesmer.

	23.1      Consent of Arthur Andersen LLP.

	23.2     	Consent of Brown, Rudnick, Freed & Gesmer is included in their 
           legal opinion filed as Exhibit 5 hereof.

	24       	Power of Attorney (included on the signature page of this 
           Registration Statement).

	99       	Registrant's 1997 Employee Equity Incentive Plan.
_____________

*	Not filed herewith.  In accordance with Rule 411 promulgated pursuant to 
the Securities Act of 1933, as amended, reference is made to the documents 
previously filed with the Commission, which are incorporated by reference 
herein.

Item 9.  Undertakings.
----------------------

	(a)  The undersigned Registrant hereby undertakes:

	  	(1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement to include 
any material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material change to 
such information in the registration statement.

	   	(2)  That, for the purpose of determining liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a 
new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

	   	(3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

	(b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

	(c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

                               SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the Town of Waltham, Commonwealth of 
Massachusetts, on the 20th day of August, 1997.

                                       				HOLOGIC, INC.

                                      				By:/s/S. David Ellenbogen 
                                          --------------------------				     
                                           S. David Ellenbogen
				                                       Chief Executive Officer

                           POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears 
below constitutes and appoints S. David Ellenbogen and Jay A. Stein and each 
of them (with full power to each of them to act alone), his true and lawful 
attorneys-in-fact and agents, with full power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any or all amendments (including post-effective 
amendments) to this Registration Statement, and to file the same, with all 
exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or any of them, or their substitutes, may lawfully do or cause to be 
done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the date indicated.

Signature                      	Title	                           Date
---------                       -----                            -----

/s/ S. David Ellenbogen	   	Director and Principal          	August 16, 1997
    --------------------   
    S. David Ellenbogen	    	Executive Officer

/s/ Jay A. Stein          	Director and Technical Director  	August 16, 1997
    ------------
    Jay A. Stein

/s/ Glenn P. Muir	        	Chief Financial	                  August 16, 1997
    --------------
    Glenn P. Muir	        	Officer

/s/ Irwin Jacobs         		Director	                         August 16, 1997
    ------------
    Irwin Jacobs

/s/ William A. Peck      		Director                         	August 16, 1997
    ---------------
    William A. Peck

/s/ Gerald Segel	          	Director                        	August 16, 1997
    -------------
    Gerald Segel

/s/ Elaine Ullian         		Director                        	August 16, 1997
    -------------
    Elaine Ullian

                             INDEX TO EXHIBITS

Exhibit	
                               	Sequential
Number	
                               	Page Number

	4.1	     Certificate of Incorporation of the Registrant - Filed as Exhibit 
          3.01 to the Registrant's Registration Statement on Form S-1 (File 
          No. 33-33128).*

	4.2     	By-Laws of the Registrant - Filed as Exhibit 3.02 to the 
          Registrant's Registration Statement on Form S-1 (File No. 33-
          33128).*

	4.3     	Specimen Certificate of Common Stock - Filed as Exhibit 4.01 to 
          the Registrant's Registration Statement on Form S-1 (File No. 33-
          33128).*

	4.4      Rights Agreement dated December 22, 1992 - Filed as Exhibit 1 to 
          Registrant's Registration Statement on Form 8-A filed with respect 
          to the Rights, dated January 29, 1993.* 

	4.5     Amendment No. 1 and Amendment No. 2 to the Rights Agreement, dated 
         as of December 13, 1995 and December 9, 1996, respectively - Filed 
         as Exhibits 1 and 2 to Form 8-A/A amending Registrant's Registrant 
         Statement on Form 8-A filed with respect to the Rights.* 

	5	      Legal Opinion of Brown, Rudnick, Freed & Gesmer.

	23.1    Consent of Arthur Andersen LLP.

	23.2   	Consent of Brown, Rudnick, Freed & Gesmer is included in their 
         legal opinion filed as Exhibit 5 hereof.

	24     	Power of Attorney (included on the signature page of this 
         Registration Statement).

	99	     Registrant's 1997 Employee Equity Incentive Plan.
______________

*	Not filed herewith.  In accordance with Rule 411 promulgated pursuant to 
the Securities Act of 1933, as amended, reference is made to the documents 
previously filed with the Commission, which are incorporated by reference 
herein.