
           HOLOGIC, INC. PROXY FOR ANNUAL MEETING OF  STOCKHOLDERS
590 Lincoln Street        FEBRUARY 24, 1998
Waltham, MA  02154
(617) 890-2300

   The undersigned stockholder of HOLOGIC, INC., a Delaware corporation
(the  "Company"), acknowledges receipt of the Notice of Annual  Meeting
of Stockholders and Proxy Statement, dated  January 9, 1998, and hereby
appoints S. David Ellenbogen and Jay A. Stein, and each of them  acting
singly,  with  full  power of substitution, attorneys  and  proxies  to
represent the undersigned at the Annual Meeting of Stockholders of  the
Company  to be held at the offices of the Company, 590 Lincoln  Street,
Waltham,  Massachusetts 02154, on Tuesday, February 24, 1998, at  10:00
A.M.  local time, and at any adjournment or adjournments thereof,  with
all  power  which the undersigned would possess if personally  present,
and  to  vote all shares of stock which the undersigned may be entitled
to  vote  at said meeting upon the matters set forth in the  Notice  of
Meeting  in  accordance  with  the  following  instructions  and   with
discretionary authority upon such other matters as may come before  the
meeting.  All previous proxies are hereby revoked.

    1.  The  election of seven (7) directors nominated by the Board  of
        Directors for the ensuing year:
        
        FOR all nominees listed below            WITHHOLD AUTHORITY
        (except  as  indicated)        to vote for all nominees listed below

              ------------                        ---------------

       S. David Ellenbogen, Irwin Jacobs, Steve L. Nakashige,
       William A. Peck, Gerald Segel, Jay A. Stein, Elaine Ullian

    (INSTRUCTIONS:   To withhold authority to vote for any individual
    nominee, write that nominee's name on the space provided below.)
     _____________________________________________________________



     2.  To ratify the selection of Arthur Andersen LLP as the Company's
         independent public accountants:

             FOR_______      AGAINST_______     ABSTAIN______


This  proxy  is  solicited on behalf of the Board of  Directors.  This
proxy will be voted as specified or, where no direction is given, will
be voted for the proposals in Items 1& 2

PLEASE  SIGN,  DATE  AND MAIL THIS PROXY IMMEDIATELY  IN  THE  ENCLOSED
ENVELOPE.

Dated........................................, 1998
 .............................................
 .............................................

Please  sign your name exactly as it appears hereon.  When  signing  as
attorney,  executor,  administrator, trustee or guardian,  please  give
your  full title as it appears hereon.  When signing as joint  tenants,
all parties in the joint tenancy must sign.  When a proxy is given by a
corporation,  it  should  be signed  by an authorized officer  and  the
corporate seal affixed.


