HOLOGIC, INC.         PROXY FOR ANNUAL MEETING OF  STOCKHOLDERS
590 Lincoln Street             FEBRUARY 28, 1997
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 16, 1997, 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 Friday, February 28, 1997,
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 six (6) 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, 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..................................., 1997
 ..............................................
 ..............................................

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.