[Cytyc Corporation Letterhead]
December 11, 2006
BY EDGAR AND FEDERAL EXPRESS
Mr. Gary Todd
Review Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 6010
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cytyc Corporation |
Form 10-K for Fiscal Year Ended December 31, 2005
Filed February 22, 2006 and Subsequent Exchange Act Filings
SEC File No. 0-27558
Dear Mr. Todd:
Set forth below is the response of Cytyc Corporation (“Cytyc” or the “Company”) to the Staff’s letter of comment, dated November 16, 2006 (the “Comment Letter”), relating to the financial statements and related disclosures in the Company’s Form 10-K for the fiscal year ended December 31, 2005 and the Company’s Form 10-Q for the quarterly period ended September 30, 2006.
Form 10-Q as of September 30, 2006
Condensed Consolidated Statements of Income, page 5
| 1. | In future filings please revise the table of stock-based compensation to remove the caption which currently shows the totals of stock-based compensation presented in the individual income statement line items. Your revised disclosure should conform to the guidance from Section I.C.2 of the Current Accounting and Disclosures Issues in the Division of Corporation Finance. That document is available athttp://www.sec.gov/divisions/corpfin/acctdis120105.pdf. |
Response: The Company acknowledges the Staff’s comment and advises that it will comply with the Staff’s comment in future filings.
* * * * * * * *
CYTYC CORPORATION
250 CAMPUS DRIVE, MARLBOROUGH, MA 01752
TEL: (508) 263-2900 FAX: (508) 229-2795 www.cytyc.com
Mr. Gary Todd
December 11, 2006
Page 2
In connection with responding to the Staff’s comment, the Company acknowledges that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in its filings; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions or would like further information concerning the foregoing, please do not hesitate to contact the undersigned at (508) 263-2900. Thank you for your assistance.
| Sincerely, |
/s/ Timothy M. Adams |
| Timothy M. Adams |
Senior Vice President, Chief Financial Officer and Treasurer |
