HOLOGIC, INC. PROXY FOR ANNUAL MEETING OF  STOCKHOLDERS

35 Crosby Drive             March 7, 2000
Bedford, MA  01730
(781) 999-7300

   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  February  10,  2000,  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, 35 Crosby Drive,
Bedford, Massachusetts 01730, on Tuesday, March 7, 2000, 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  all nominees listed in Item 1 and FOR the  proposal  in
Items 2.

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

 __________________________________         Dated___________, 2000

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.