As filed with the Securities and Exchange Commission on May 21, 1999.
                                             Registration No. 333-

               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.)

       35 Crosby Drive, Bedford, Massachusetts 01730-1401
       --------------------------------------------------
       (Address of principal executive offices) (zip code)

                          Hologic, Inc.
         Amended and Restated 1999 Equity Incentive Plan
               1997 Employee Equity Incentive Plan
         ------------------------------------------------
                   (Full titles of the Plans)

    S. David Ellenbogen, Chairman and Chief Executive Officer
                          Hologic, Inc.
                        35 Crosby Drive,
                Bedford, Massachusetts 01730-1401
     ---------------------------------------------------------
             (Name and address of agent for service)

                         (781) 999-7300
   --------------------------------------------------------------
  (Telephone number, including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
=========================================================================
                               Proposed     Proposed
  Title of       Amount to     maximum       maximum      Amount of
 securities          be        offering     aggregate    registration
   to be         registered   price per     offering        fee
 registered                   share (1)     price (1)
=========================================================================
Common Stock,    1,600,000
$.01 par value    shares (2)    $7.1875     $11,500,000    $3,197.00


Right to         1,600,000      ---           ---           ---
Purchase          rights
Common Stock
   (3)
=========================================================================
(1)  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  May  19,  1999, as reported by the  Nasdaq  Stock
     Market.
(2)  Consists of 1,500,000 shares that may be issued pursuant to
     options granted under the Hologic, Inc. Amended and Restated
     1999 Equity Incentive Plan and 100,000 shares that may be
     issued pursuant to options granted under the Hologic, Inc.
     1997 Employee Equity Incentive Plan.  Also registered
     hereunder are such presently indeterminable number of
     additional shares of Common Stock as may be issued in the
     event of a merger, consolidation, reorganization,
     recapitalization, stock dividend, stock split or other
     similar change in Common Stock.
(3)  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.

     This Registration Statement also incorporates by reference
and serves as Post-Effective Amendment No. 1 to Registration
Statement No. 333-34003 on Form S-8, relating to an aggregate of
500,000 shares issuable under the Hologic, Inc. 1997 Employee
Equity Incentive Plan.

<PAGE>

                           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 26, 1998.

      (b)  The Corporation's Quarterly Report on Form  10-Q
for the three months ended March 27, 1999.

      (c) 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.

      (d) 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 Amended and Restated 1999 Equity Incentive
Plan  and the 1997 Employee Equity Incentive Plan, has been
passed upon for the Corporation by Brown, Rudnick, Freed  &
Gesmer, One Financial Center, Boston, Massachusetts  02111.
A  member of Brown, Rudnick, Freed & Gesmer is Secretary of
the Company.

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 of
           January  17, 1997 as Exhibits 4.01 and  4.02  to
           Form  8-A/A  amending Registrant's  Registration
           Statement on Form 8-A filed with respect to  the
           Rights.*

           4.6   Amendment  No. 3 to the Rights  Agreement,
           dated  as  of April 25, 1999 - Filed as  Exhibit
           4.03 to Form 8-A/A further amending Registrant's
           Registration  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).

           99.1  Registrant's 1997 Employee Equity Incentive
           Plan  -  Filed as Exhibit 99 to the Registrant's
           Registration Statement on Form S-8 (File No. 333-
           34003).*

           99.2  Registrant's  Amended  and  Restated  1999
           Equity Incentive Plan - Filed as Exhibit  10  to
           the  Registrant's Quarterly Report on Form  10-Q
           for the three months ended March 27, 1999.*
_____________

* 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 21st day  of
May, 1999.

                                     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 Chief       May 21, 1999
-------------------------  Executive Officer
S. David Ellenbogen


/s/  Jay A. Stein          Director and Chief       May 21, 1999
-----------------          Technical Officer
Jay A. Stein


/s/   Glenn P. Muir        Chief Financial Officer  May  21, 1999
-------------------        and Principal Accounting
Glenn P. Muir              Officer


/s/  Irwin Jacobs          Director                  May 21, 1999
------------------
Irwin Jacobs


/s/ William A. Peck        Director                  May 21, 1999
-------------------
William A. Peck


/s/  Gerald Segel          Director                  May 21, 1999
-----------------
Gerald Segel


/s/  Elaine Ullian         Director                  May 21, 1999
------------------
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 of
           January  17, 1997 as Exhibits 4.01 and  4.02  to
           Form  8-A/A  amending Registrant's  Registration
           Statement on Form 8-A filed with respect to  the
           Rights.*

           4.6   Amendment  No. 3 to the Rights  Agreement,
           dated  as  of April 25, 1999 - Filed as  Exhibit
           4.03 to Form 8-A/A further amending Registrant's
           Registration  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).

           99.1 Registrant's 1997 Employee Equity Incentive
           Plan  -  Filed as Exhibit 99 to the Registrant's
           Registration Statement on Form S-8 (File No. 333-
           34003).*

           99.2  Registrant's  Amended  and  Restated  1999
           Equity Incentive Plan - Filed as Exhibit  10  to
           the  Registrant's Quarterly Report on Form  10-Q
           for the three months ended March 27, 1999.*

* 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": 20138}]
{"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": "333-79167", "film-number": "99633259"}, "business-address": {"street1": "590 LINCOLN ST", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "7818902300"}, "mail-address": {"street1": "590 LINCOLN STREET", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
As filed with the Securities and Exchange Commission on May 21, 1999.
                                             Registration No. 333-

               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.)

       35 Crosby Drive, Bedford, Massachusetts 01730-1401
       --------------------------------------------------
       (Address of principal executive offices) (zip code)

                          Hologic, Inc.
         Amended and Restated 1999 Equity Incentive Plan
               1997 Employee Equity Incentive Plan
         ------------------------------------------------
                   (Full titles of the Plans)

    S. David Ellenbogen, Chairman and Chief Executive Officer
                          Hologic, Inc.
                        35 Crosby Drive,
                Bedford, Massachusetts 01730-1401
     ---------------------------------------------------------
             (Name and address of agent for service)

                         (781) 999-7300
   --------------------------------------------------------------
  (Telephone number, including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
=========================================================================
                               Proposed     Proposed
  Title of       Amount to     maximum       maximum      Amount of
 securities          be        offering     aggregate    registration
   to be         registered   price per     offering        fee
 registered                   share (1)     price (1)
=========================================================================
Common Stock,    1,600,000
$.01 par value    shares (2)    $7.1875     $11,500,000    $3,197.00

Right to         1,600,000      ---           ---           ---
Purchase          rights
Common Stock
   (3)
=========================================================================
(1)  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  May  19,  1999, as reported by the  Nasdaq  Stock
     Market.
(2)  Consists of 1,500,000 shares that may be issued pursuant to
     options granted under the Hologic, Inc. Amended and Restated
     1999 Equity Incentive Plan and 100,000 shares that may be
     issued pursuant to options granted under the Hologic, Inc.
     1997 Employee Equity Incentive Plan.  Also registered
     hereunder are such presently indeterminable number of
     additional shares of Common Stock as may be issued in the
     event of a merger, consolidation, reorganization,
     recapitalization, stock dividend, stock split or other
     similar change in Common Stock.
(3)  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.

     This Registration Statement also incorporates by reference
and serves as Post-Effective Amendment No. 1 to Registration
Statement No. 333-34003 on Form S-8, relating to an aggregate of
500,000 shares issuable under the Hologic, Inc. 1997 Employee
Equity Incentive Plan.
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 26, 1998.

      (b)  The Corporation's Quarterly Report on Form  10-Q
for the three months ended March 27, 1999.

      (c) 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.

      (d) 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 Amended and Restated 1999 Equity Incentive
Plan  and the 1997 Employee Equity Incentive Plan, has been
passed upon for the Corporation by Brown, Rudnick, Freed  &
Gesmer, One Financial Center, Boston, Massachusetts  02111.
A  member of Brown, Rudnick, Freed & Gesmer is Secretary of
the Company.

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 of
           January  17, 1997 as Exhibits 4.01 and  4.02  to
           Form  8-A/A  amending Registrant's  Registration
           Statement on Form 8-A filed with respect to  the
           Rights.*

           4.6   Amendment  No. 3 to the Rights  Agreement,
           dated  as  of April 25, 1999 - Filed as  Exhibit
           4.03 to Form 8-A/A further amending Registrant's
           Registration  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).

           99.1  Registrant's 1997 Employee Equity Incentive
           Plan  -  Filed as Exhibit 99 to the Registrant's
           Registration Statement on Form S-8 (File No. 333-
           34003).*

           99.2  Registrant's  Amended  and  Restated  1999
           Equity Incentive Plan - Filed as Exhibit  10  to
           the  Registrant's Quarterly Report on Form  10-Q
           for the three months ended March 27, 1999.*
_____________

* 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 21st day  of
May, 1999.

                                     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 Chief       May 21, 1999
-------------------------  Executive Officer
S. David Ellenbogen

/s/  Jay A. Stein          Director and Chief       May 21, 1999
-----------------          Technical Officer
Jay A. Stein

/s/   Glenn P. Muir        Chief Financial Officer  May  21, 1999
-------------------        and Principal Accounting
Glenn P. Muir              Officer

/s/  Irwin Jacobs          Director                  May 21, 1999
------------------
Irwin Jacobs

/s/ William A. Peck        Director                  May 21, 1999
-------------------
William A. Peck

/s/  Gerald Segel          Director                  May 21, 1999
-----------------
Gerald Segel

/s/  Elaine Ullian         Director                  May 21, 1999
------------------
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 of
           January  17, 1997 as Exhibits 4.01 and  4.02  to
           Form  8-A/A  amending Registrant's  Registration
           Statement on Form 8-A filed with respect to  the
           Rights.*

           4.6   Amendment  No. 3 to the Rights  Agreement,
           dated  as  of April 25, 1999 - Filed as  Exhibit
           4.03 to Form 8-A/A further amending Registrant's
           Registration  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).

           99.1 Registrant's 1997 Employee Equity Incentive
           Plan  -  Filed as Exhibit 99 to the Registrant's
           Registration Statement on Form S-8 (File No. 333-
           34003).*

           99.2  Registrant's  Amended  and  Restated  1999
           Equity Incentive Plan - Filed as Exhibit  10  to
           the  Registrant's Quarterly Report on Form  10-Q
           for the three months ended March 27, 1999.*

* 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.