

                    CERTIFICATE OF AMENDMENT
                             OF
                   CERTIFICATE OF INCORPORATION

	Hologic, Inc., a corporation organized and existing under and by 
virtue of the General Corporation Law of the State of Delaware, DOES 
HEREBY CERTIFY:
	
	FIRST:  That at a meeting of the Board of Directors of Hologic, 
Inc., resolutions were duly adopted setting forth a proposed amendment 
to the Certificate of Incorporation of said corporation, declaring said 
amendment to be advisable and calling a meeting of the stockholders of 
said corporation for consideration thereof.  The resolution setting 
forth the proposed amendment is as follows:
	
	RESOLVED:	That it is advisable and in the best interests of the 
corporation to amend the Certificate of Incorporation of the corporation 
so that the first paragraph of Article Fourth shall read in its entirety 
as follows:
     	(a)  The total number of shares of all classes of 
           stock which the Corporation shall have authority to 
           issue is (i) 30,000,000 shares of Common Stock, $.01 
           par value per share ("Common Stock"), and (ii) 
           1,622,685 shares of Preferred Stock, $.01 par value 
           per share ("Preferred Stock").

	SECOND:  That thereafter, pursuant to resolution of its Board of 
Directors, an annual meeting of the stockholders of said corporation was 
duly called and held, upon notice in accordance with Section 222 of the 
General Corporation Law of the State of Delaware at which meeting the 
necessary number of shares as required by statute were voted in favor of 
the amendment.
	
	THIRD:  That said amendment was duly adopted in accordance with 
the provisions of Section 242 of the General Corporation Law of the 
State of Delaware.
	
	IN WITNESS WHEREOF, said Hologic, Inc. has caused this Certificate 
to be signed by S. David Ellenbogen, its Chairman, this 27th day of 
February, 1996.

                                HOLOGIC, INC.


                                By:  /s/ S. David Ellenbogen		
                                ----------------------------    
                                Name:  S. David Ellenbogen
                                Title:  Chairman



                  CERTIFICATE OF INCORPORATION
                            OF
                        HOLOGIC, INC.


	The undersigned, a natural person, for the purposes of 
organizing a corporation for conducting the business and promoting the 
purposes hereinafter stated, under the provisions and subject to the 
requirements of the laws of the State of Delaware (particularly Chapter 
1, Title 8 of the Delaware Code and the acts amendatory thereof and 
supplemental thereto, and generally known as the "General Corporation 
Law of the State of Delaware"), hereby certifies that:

	FIRST:  The name of the corporation (hereinafter called the 
"Corporation") is Hologic, Inc.

	SECOND:  The address, including street, number, city, and 
county, of the registered office of the Corporation in the State of 
Delaware is 32 Lookerman Square, Suite L-100, Dover, County of Kent, 
Delaware 19901; and the name of the registered agent of the Corporation 
in the State of Delaware at such address is Prentice-Hall Corporate 
Services.

	THIRD:  The nature of the business and the purposes to be 
conducted and promoted by the Corporation, shall be  (a) to engage in 
the manufacture, sale, research and development of medical products and 
(b) any lawful business, to promote any lawful purpose, and to engage in 
any lawful act or activity for which corporations may be organized under 
the General Corporation Law of the State of Delaware.

	FOURTH:

		(a)	The total number of shares of all classes of stock 
which the Corporation shall have authority to issue is (i) 10,000,000 
shares of Common Stock, $.01 par value per share ("Common Stock"), and 
(ii) 1,622,685 shares of Preferred Stock, $.01 par value per share (the 
"Preferred Stock").

		(b)	The Preferred Stock may be issued and designated by 
the Board of Directors, in one or more classes or series and with such 
rights, powers, preferences and terms and at such times and for such 
consideration as the Board of Directors shall determine, without further 
stockholder action.  With respect to each class or series of Preferred 
Stock, prior to issuance, the Board of Directors by resolution shall 
designate that class or series to distinguish it from other classes and 
series of stock of the Corporation, shall specify the number of shares 
to be included in the class or series, and shall fix the rights, powers, 
preferences and terms of the shares of the class or series, including, 
but without limitation: (i) the dividend rate, which may be fixed or 
variable, its preference as to any other class or series of capital 
stock, and whether dividends will be cumulative or noncumulative; (ii) 
whether the shares are to be redeemable and, if so, at what times and 
prices (which price or prices may, but need not, vary according to the 
time or circumstances of such redemption) and on what other terms and 
conditions; (iii) the terms and amount of any sinking fund provided for 
the purchase or redemption of the shares; (iv) whether the shares shall 
be convertible or exchangeable and, if so, the times, prices, rates, 
adjustments and other terms of such conversion or exchange; (v) the 
voting rights, if any, applicable to the shares in addition to those 
prescribed by law; (vi) the restrictions and conditions, if any, on the 
issue or reissue of any additional shares of such class or series or of 
any other class or series of Preferred Stock ranking on a parity with or 
prior to the shares of such class or series; (vii) whether, and the 
extent to which, any of the rights, powers, preferences and terms of any 
such class or series may be made dependent upon facts ascertainable 
outside of the Certificate of Incorporation or outside the resolution or 
resolutions providing for the issuance of such class or series by the 
Board of Directors, provided that the manner in which such facts shall 
operate is clearly set forth in the resolution or resolutions providing 
for the issuance of such class or series adopted by the Board of 
Directors; and (viii) the rights of the holders of such shares upon 
voluntary or involuntary liquidation, dissolution or winding up of the 
Corporation.

	FIFTH:  The name and the mailing address of the 
incorporator(s) are as follows:

       		NAME		                      ADDRESS

   	Ann C. Brachman	          Brown, Rudnick, Freed & Gesmer
                           			One Financial Center
			                           Boston, MA  02111

	SIXTH:  The name and the mailing address of the directors of 
the Corporation, each of whom shall serve until the first annual meeting 
of shareholders and until his or her successor is elected and qualified, 
are as follows:

       		NAME	                       	ADDRESS

	S. David Ellenbogen            	300 Bear Hill Road
		                              	Waltham MA 02154

	Jay A. Stein                   	300 Bear Hill Road
		                              	Waltham MA 02154
	
Esther Sharp	                    One Post Office Square
                                	Suite 3800
		                              	Boston MA 02109

	SEVENTH:  The Corporation shall have perpetual existence.

	EIGHTH:  Whenever a compromise or arrangement is proposed 
between this Corporation and its creditors or any class of them and/or 
between this Corporation and its stockholders or any class of them, any 
court of equitable jurisdiction within the State of Delaware may, on the 
application in a summary way of this Corporation or of any creditor or 
stockholder thereof or on the application of any receiver or receivers 
appointed for this Corporation under the provisions of Section 29l of 
Title 8 of the Delaware Code or on the application of trustees in 
dissolution or of any receiver or receivers appointed for this 
Corporation under the provisions of Section 279 of Title 8 of the 
Delaware Code order a meeting of the creditors or class of creditors, 
and/or of the stockholders or class of stockholders of this Corporation, 
as the case may be, to be summoned in such manner as the said court 
directs.  If a majority in number representing three-fourths in value of 
the creditors or class of creditors, and/or of the creditors or class of 
creditors, and/or of the stockholders or class of stockholders of this 
Corporation, as the case may be, agrees to any compromise or arrangement 
and to any reorganization of this Corporation as a consequence of such 
compromise or arrangement, the said compromise or arrangement and the 
said reorganization shall, if sanctioned by the court to which the said 
application has been made, be binding on all the creditors or class of 
creditors, and/or on all the stockholders or class of stockholders, of 
this Corporation, as the case may be, and also on this Corporation.

	NINTH:  For the management of the business and for the 
conduct of the affairs of the Corporation, and in further definition, 
limitation and regulation of the powers of the Corporation and of its 
directors and of its stockholders or any class thereof, as the case may 
be, it is further provided that:

		(a)	The business of the Corporation shall be conducted 
by the officers of the Corporation under the supervision of the Board of 
Directors.  

		(b)	The number of directors which shall constitute the 
whole Board of Directors shall be fixed by, or in the manner provided 
in, the By-Laws.  No election of Directors need be by written ballot.

		(c)	The Board of Directors of the Corporation may adopt, 
amend or repeal the By-Laws of the Corporation at any time after the 
original adoption of the By-Laws according to Section 109 of the General 
Corporation Law of the State of Delaware; provided, however, that any 
amendment to provide for the classification of directors of the 
Corporation for staggered terms pursuant to the provisions of subsection 
(d) of Section 141 of the General Corporation Law of the State of 
Delaware shall be set forth in an amendment to this Certificate of 
Incorporation, in an initial By-Law, or in a By-Law adopted by the 
stockholders of the Corporation entitled to vote.  

	TENTH:

		(a)	The Corporation may, to the fullest extent permitted 
by Section 145 of the General Corporation Law of the State of Delaware, 
as the same may be amended and supplemented, indemnify any and all 
persons whom it shall have power to indemnify under said section from 
and against any and all of the expenses, liabilities or other matters 
referred to in or covered by said section, and the indemnification 
provided for herein shall not be deemed exclusive of any other rights to 
which a person indemnified may be entitled under any By-Law, agreement, 
vote of stockholders or disinterested Directors or otherwise, both as to 
action in his official capacity and as to action in another capacity 
while holding such office, and shall continue as to a person who has 
ceased to be a Director, officer, employee or agent and shall inure to 
the benefit of the heirs, executors and administrators of such a person.

		(b)	No director shall be personally liable to the 
Corporation or its stockholders for monetary damages for any breach of 
fiduciary duty by such director as a director.  Notwithstanding the 
foregoing sentence, a director shall be liable to the extent provided by 
applicable law (i) for breach of the Director's duty of loyalty to the 
Corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of 
law, (iii) pursuant to Section 174 of the General Corporation Law of the 
State of Delaware or (iv) for any transaction from which the director 
derived an improper personal benefit.  No amendment to or repeal of this 
paragraph (b) of this Article Tenth shall apply to or have any effect on 
the liability or alleged liability of any director of the Corporation 
for or with respect to any acts or omissions of such Director occurring 
prior to such amendment.

	ELEVENTH:  From time to time, subject to the provisions of 
this Certificate of Incorporation (including without limitation the 
provisions of paragraph (d) of Article Twelfth and of Article 
Fourteenth), any of the provisions of this Certificate of Incorporation 
may be amended, altered or repealed, and other provisions authorized by 
the laws of the State of Delaware at the time in force may be added or 
inserted in the manner and at the time prescribed by said laws, and all 
rights at any time conferred upon the stockholders of the Corporation by 
this Certificate of Incorporation are granted subject to the provisions 
of this Article Eleventh.

	TWELFTH:

		(a)	Any direct or indirect purchase or other acquisition 
in one or more transactions by the Corporation or any Subsidiary of any 
of the outstanding Voting Stock of any class from any one or more 
individuals or entities known by the Corporation to be a Related Person, 
who has beneficially owned such security or right for less than two 
years prior to the date of such purchase, at a price in excess of the 
Fair Market Value shall, except as hereinafter provided, require the 
affirmative vote of the holders of at least two-thirds of the shares of 
Voting Stock, voting as a single class, excluding any votes cast with 
respect to shares of Voting Stock beneficially owned by such Related 
Person.  Such affirmative vote shall be required notwithstanding the 
fact that no vote may be required, or that a lesser percentage may be 
specified by law or any agreement with any national securities exchange, 
or otherwise, but no such affirmative vote shall be required with 
respect to any purchase or other acquisition of securities made as part 
of (i) a tender or exchange offer by the Corporation to purchase 
securities of the same class made on the same terms to all holders of 
such securities and complying with the applicable requirements of the 
Exchange Act and the rules and regulations thereunder, or any successor 
rule or regulation or (ii) pursuant to an open-market purchase program 
conducted in accordance with the requirements of Rule 10b-18 promulgated 
by the Securities and Exchange Commission pursuant to the Exchange Act 
or any successor rule or regulation.

		(b)	A majority of the Continuing Directors shall have 
the power and duty to determine, on the basis of information known to 
them after reasonable inquiry, all facts necessary to determine 
compliance with this Article Twelfth including, without limitation, (i) 
whether a person is a Related Person, (ii) the number of shares of 
Voting Stock beneficially owned by any person and (iii) whether a price 
is in excess of Fair Market Value. 

		(c)	Nothing contained in this Article Twelfth
shall be construed to relieve any Related Person from any fiduciary 
obligation imposed by law.

		(d)	Notwithstanding anything contained in this 
Certificate of Incorporation to the contrary, the affirmative vote of 
the holders of at least two-thirds of the outstanding shares of Voting 
Stock, voting together as a single class, shall be required to alter, 
change, amend, repeal or adopt any provision inconsistent with this 
Article Twelfth.

	THIRTEENTH:  The Board of Directors of the Corporation, when 
evaluating any offer of another Person to (a) purchase or exchange any 
securities or property for any outstanding equity securities of the 
Corporation, (b) merge or consolidate the Corporation with another 
corporation, or (c) purchase or otherwise acquire all or substantially 
all of the properties and assets of the Corporation, shall in connection 
with the exercise of its judgment in determining what is in the best 
interests of the Corporation and its stockholders, give due 
consideration not only to the price or other consideration being 
offered, but also to all other relevant factors, including but without 
limitation, the interests of the Corporation's employees, suppliers, 
creditors and customers, the economy of the state, region and nation, 
community and societal considerations, and the long-term and short-term 
interests of the Corporation and its stockholders, including the 
possibility that these interests may be best served by the continued 
independence of the Corporation.

	FOURTEENTH: Except as otherwise provided in this Certificate 
of Incorporation, the By-laws, any designation of terms pursuant to 
Section 151 of the General Corporation Law of the State of Delaware, any 
vote required by stockholders pursuant to said General Corporation Law, 
other than the election of directors (which shall not be affected by 
this provision), shall be effective if recommended by a majority of the 
Continuing Directors and the vote of a majority of each class of stock 
outstanding and entitled to vote thereon; and if not recommended by a 
majority of the Continuing Directors, then by the vote of 80% of each 
class of stock outstanding and entitled to vote thereon. 

	FIFTEENTH:

		Definitions

		The following definitions shall apply for the purpose of 
Articles Twelfth, Thirteenth and Fourteenth only:

		(a)	"Affiliate" shall have the meaning given such term 
in Rule 12b-2 under the Exchange Act.

		(b)	"Associate" shall have the meaning given such term 
in Rule 12b-2 under the Exchange Act.

		(c)	"Continuing Director" shall mean any member of the 
Board of Directors who is not an Affiliate of any Related Person and who 
was a member of the Board of Directors prior to the time that any such 
Related Person became a Related Person, and any successor of a 
Continuing Director who is unaffiliated with any Related Person and is 
recommended to succeed a Continuing Director by a majority of the 
Continuing Directors then on the Board of Directors.  Notwithstanding 
the above, a majority of the then existing Continuing Directors can deem 
a new director to be a Continuing Director, even though such person is 
Affiliated with a Related Person.

		(d)	"Exchange Act" shall mean the Securities Exchange 
Act of 1934, as amended, from time to time.

		(e)	"Fair Market Value" shall mean:  (i) in the case of 
stock, the highest closing sale price during the 30-day period 
immediately preceding the date in question of a share of such stock on 
the principal United States securities exchange registered under the 
Exchange Act on which such stock is listed, or, if such stock is not 
listed on any such exchange, the highest closing bid quotation with 
respect to a share of such stock during the 30-day period preceding the 
date in question on the National Association of Securities Dealers, Inc. 
Automated Quotations System or any system then in use or, if no such 
quotations are available, the fair market value on the date in question 
of a share of such stock as determined by the Board of Directors in good 
faith; and (ii) in the case of property other than cash or stock, the 
fair market value of such property on the date in question as determined 
by the Board of Directors in good faith.

		(f)	"Massachusetts Predecessor" shall mean Hologic, 
Inc., a Massachusetts corporation.

		(g)	"Merger Date" shall mean the date upon which the 
Massachusetts predecessor merges with an into the Corporation.

		(h)	"Person" shall mean any individual, firm, 
corporation or other entity.

		(i)	"Related Person" shall mean any Person (other than 
the Corporation, any Subsidiary or any individual who was a stockholder 
of the Corporation's Massachusetts Predecessor on December 31, 1985) 
which, together with its Affiliates and Associates and with any other 
Person (other than the Corporation, any Subsidiary or any individual who 
was a stockholder of the Corporation's Massachusetts Predecessor on 
December 31, 1985) with which it or they have entered into, after the 
Merger Date, any agreement, arrangement or understanding with respect to 
acquiring, holding or disposing of Voting Stock, acquires beneficial 
ownership (as defined in Rule 13d-3 of the Exchange Act, except that 
such term shall include any Voting Stock which such person has the right 
to acquire, whether or not such right may be exercised within 60 days), 
directly or indirectly of more than 5% of the voting power of the 
outstanding Voting Stock after the Merger Date. 

		(j)	"Subsidiary" shall mean any corporation in which a 
majority of the capital stock entitled to vote generally in the election 
of directors is owned, directly or indirectly, by the Corporation.

		(k)	"Voting Stock" shall mean all of the then 
outstanding shares of the capital stock of the Corporation entitled to 
vote generally in the election of directors.


	Signed on the 18th day of January, 1990.


                          						/s/ Ann C. Brachman	
                               --------------------					
	                              Ann C. Brachman, Incorporator


