Cytyc Corporation
                                 Exhibit 11.1
        Statement of Computation of Weighted Average Shares Outstanding





 
 


                                             For the three months ended September 30,     For the nine months ended September 30,
                                             ----------------------------------------     ---------------------------------------
                                                     1996               1997                       1996                1997
                                               -----------------   --------------            -----------------    --------------
                                                                                                       
Weighted average Common Stock outstanding                                            
during the period (1)                             13,709,514         17,295,568                  12,737,241         16,758,212
                                                                                     
                                                                                     
                                               =================   ==============            =================    ==============
                                                  13,709,514         17,295,568                  12,737,241         16,758,212
                                               =================   ==============            =================    ==============


 




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 (1) On March 8, 1996 the Company sold through an underwritten initial public
offering, 3,000,000 shares of its Common Stock at a price to the public of
$16.00 per share. Upon the closing of the Company's initial public offering, all
then outstanding shares of the Convertible Preferred Stock were converted into
9,778,326 shares of Common Stock. On April 4, 1996, the underwriters of the
Company's initial public offering exercised their over-allotment option in full
to purchase an additional 450,000 shares of the Company's Common Stock at a
price to the public, of $16.00 per share

 On February 6, 1997, the Company sold through an underwritten follow-on public
offering 2,650,000 shares of Common Stock at a price to the public of $23.50 per
share, and certain existing shareholders sold 1,000,000 shares of Common Stock.
On February 20, 1997, the underwriters exercised their over-allotment option in
full to purchase an additional 547,500 shares of the Company's Common Stock at a
price to the public of $23.50 per share.