UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended DECEMBER 27, 1997
-----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 0-18281
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Hologic, Inc.
-------------
(Exact name of registrant as specified in its charter)

DELAWARE 04-2902449
-------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)

590 LINCOLN STREET, WALTHAM, MASSACHUSETTS 02154
---------------------------------------------------
(Address of principal executive offices) (Zip Code)

(781) 890-2300
--------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
--- ---

As of January 30, 1998 13,169,949 shares of the registrant's Common Stock, $.01
par value, were outstanding.

HOLOGIC, INC. AND SUBSIDIARIES

INDEX

Page
----
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets
December 27, 1997 and September 27, 1997........................ 3

Consolidated Statements of Income
Three Months Ended December 27, 1997
and December 28, 1996........................................... 4

Consolidated Statements of Cash Flows
Three Months Ended December 27, 1997
and December 28, 1996........................................... 5

Notes to Consolidated Financial Statements...................... 6

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 8

PART II - OTHER INFORMATION................................................ 11

SIGNATURES................................................................. 12

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS

December 27, September 27,
1997 1997
------------ -------------

CURRENT ASSETS:
Cash and cash equivalents......................... $ 45,166,892 $ 28,091,933
Short-term investments............................ 41,884,486 56,173,247
Accounts receivable, less reserves of $1,460,000.. 27,761,971 29,231,105
Inventories....................................... 16,873,306 13,204,528
Prepaid expenses and other current assets......... 3,854,233 4,067,715
------------ ------------
Total current assets............................. 135,540,888 130,768,528
------------ ------------

PROPERTY AND EQUIPMENT, at cost:
Equipment......................................... 6,826,668 6,397,509
Furniture and fixtures............................ 1,745,031 1,655,557
Leasehold improvements............................ 1,699,629 1,687,523
------------ ------------
10,271,328 9,740,589
Less- Accumulated depreciation and amortization... 5,375,184 5,036,017
------------ ------------
4,896,144 4,704,572
------------ ------------
Other assets, net.................................. 10,824,742 9,194,142
------------ ------------
$151,261,774 $144,667,242
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

December 27, September 27,
1997 1997
------------- --------------

CURRENT LIABILITIES:
Line of credit.................................... $ -- $ 82,764
Accounts payable.................................. 6,737,980 5,232,270
Accrued expenses.................................. 9,199,963 9,297,552
Deferred revenue.................................. 5,889,740 3,287,924
------------ ------------
Total current liabilities........................ 21,827,683 17,900,510
------------ ------------

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value-
Authorized - 1,622,685
Issued and outstanding - none.................. -- --
Common stock, $.01 par value-
Authorized - 30,000,000 shares
Issued and outstanding 13,151,267 and
13,111,442 shares, respectively................ 131,513 131,114
Capital in excess of par value.................... 92,314,327 91,668,270
Retained earnings................................. 37,862,223 35,798,846
Cumulative translation adjustment................. (873,972) (831,498)
------------ ------------
Total stockholders' equity....................... 129,434,091 126,766,732
------------ ------------
$151,261,774 $144,667,242
============ ============

The accompanying notes are an integral part of these consolidated financial
statements.

HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended
------------------------------
December 27, December 28,
1997 1996
-------------- --------------

REVENUES:
Product sales..................................... $25,138,974 $26,275,509
Other revenue..................................... 981,674 834,234
----------- -----------
26,120,648 27,109,743
----------- -----------
COSTS AND EXPENSES:
Cost of product sales............................. 12,739,853 11,954,466
Research and development.......................... 2,339,001 1,731,440
Selling and marketing............................. 6,749,037 4,568,730
General and administrative........................ 2,295,149 2,907,441
----------- -----------
24,123,040 21,162,077
----------- -----------

Income from operations........................ 1,997,608 5,947,666

Interest income................................... 1,305,093 1,076,959

Other expense..................................... (89,324) (116,331)
----------- -----------

Income before provision for income taxes.. 3,213,377 6,908,294
PROVISION FOR INCOME TAXES......................... 1,150,000 2,500,000
----------- -----------
Net income................................ $ 2,063,377 $ 4,408,294
=========== ===========

NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE:
Basic earnings per share.................. $.16 $.34
==== ====

Diluted earnings per share................ $.15 $.32
==== ====

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING......................... 13,132,163 12,879,124
=========== ===========

WEIGHTED AVERAGE NUMBER OF
COMMON AND DILUTIVE POTENTIAL
COMMON SHARES OUTSTANDING......................... 13,790,060 13,636,834
=========== ===========

The accompanying notes are an integral part of these consolidated financial
statements.

HOLOGIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three Months Ended
----------------------------
December 27, December 28,
1997 1996
----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................................................... $ 2,063,377 $ 4,408,294
Adjustments to reconcile net income to net cash provided by
operating activities-
Depreciation and amortization............................. 388,175 294,787
Compensation expense related to issuance of stock option.. 59,772 9,000
Changes in assets and liabilities-
Accounts receivable..................................... 1,700,031 (2,753,952)
Inventories............................................. (3,668,777) (100,175)
Prepaid expenses and other current assets............... 579,917 (269,188)
Accounts payable........................................ 1,337,784 (170,146)
Accrued expenses........................................ 193,933 3,562,435
Deferred revenue........................................ 2,601,816 47,421
------------ ------------
Net cash provided by operating activities............. 5,256,028 5,028,476
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of held-to-maturity investments........................ (45,552,665) (3,138,523)
Sales of held-to-maturity investments........................... 57,968,446 1,330,561
Purchases of available-for-sale investments..................... -- (17,826,632)
Sales of available-for-sale investments......................... -- 19,326,350
Purchases of property and equipment............................. (530,738) (386,850)
Increase in other assets........................................ (37,519) (69,084)
------------ ------------
Net cash provided by (used in) investing activities.. 11,847,524 (764,178)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in line of credit....................... (82,764) 127,083
Issuance of common stock pursuant to options, stock grants
and employee stock purchase plans............................. 96,646 32,445
------------ ------------
Net cash provided by financing activities............. 13,882 159,528
------------ ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH........................... (42,475) (12,635)
------------ ------------

NET INCREASE IN CASH AND
CASH EQUIVALENTS................................................ 17,074,959 4,411,191
CASH AND CASH EQUIVALENTS, beginning of period.................... 28,091,933 28,754,023
------------ ------------
CASH AND CASH EQUIVALENTS, end of period.......................... $ 45,166,892 $ 33,165,214
============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes.................... $ 846,194 $ 54,427
============ ============

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
Issuance of common stock under 401(k) plan..................... $ 291,525 $ 215,222
============ ============

The accompanying notes are an integral part of these consolidated financial
statements.

HOLOGIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Basis of Presentation

The consolidated financial statements of Hologic, Inc. (the Company)
presented herein have been prepared pursuant to the rules of the Securities and
Exchange Commission for quarterly reports on Form 10-Q and do not include all of
the information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended September
27, 1997, included in the Company's Form 10-K as filed with the Securities and
Exchange Commission on December 23, 1997.

The consolidated balance sheet as of December 27, 1997, the consolidated
statements of income for the three months ended December 27, 1997 and December
28, 1996 and the consolidated statements of cash flows for the three months
ended December 27, 1997 and December 28, 1996, are unaudited but, in the opinion
of management, include all adjustments (consisting of normal, recurring
adjustments) necessary for a fair presentation of results for these interim
periods.

The results of operations for the three months ended December 27, 1997 are
not necessarily indicative of the results to be expected for the entire fiscal
year ending September 26, 1998.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements reflect the application
of certain accounting policies described in this and other notes to the
consolidated financial statements.

(a) Inventories: Inventories are stated at the lower of cost (first-in,
first-out) or market and consist of the following:

December 27, September 27,
1997 1997
------------ -------------

Raw materials and work-in-process.. $13,019,870 $ 9,967,707
Finished goods..................... 3,853,436 3,236,821
----------- -----------
$16,873,306 $13,204,528
=========== ===========

Work-in-process and finished goods inventories consist of material, labor
and manufacturing overhead.

(b) Foreign Currency Translation:

Assets and liabilities of the Company's foreign subsidiaries are
translated into U.S. dollars at exchange rates in effect at the end of the
period, and revenues and expenses are translated at the weighted average
exchange rate in effect during the period. Gains and losses from foreign
currency translation are included in the stockholders' equity section under
cumulative translation adjustment. Foreign currency transaction gains and
losses arising primarily from settlement of sales transactions with the
Company's foreign subsidiaries are included in results of operations. A
transaction loss of $24,856 and $82,324 for the three months ended December 27,
1997 and December 28, 1996, respectively, are included in other expense in the
accompanying consolidated statements of income.

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128-Earnings per Share. This
standard is effective for fiscal periods ending after December 15, 1997 and
requires presentation of both basic and diluted earnings per share on the face
of the Consolidated Statements of Income. These financial statements have been
prepared and presented based on the new standard. Prior period amounts have
been restated to conform to current year presentation. For the three months
ended December 27, 1997 and December 28, 1996, 184,728 and 117,606 anti-dilutive
weighted shares, respectively, have been excluded from the weighted average
number of common and dilutive potential common shares outstanding.

(3) LINE OF CREDIT

The Company has an international line of credit with a bank for the
equivalent of $3,000,000, which bears interest at PIBOR plus 1.50%. The
borrowings under this line are denominated in the local currency of its European
subsidiaries and are primarily used by these subsidiaries to settle intercompany
sales.

(4) CONCENTRATION OF CREDIT RISK

The Company sells certain of its systems to a leasing company, which
in turn leases the systems to third parties. The leasing company accounted for
35% of DXA product sales in the three months ended December 27, 1997.

(5) RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued SFAS No. 130 Reporting Comprehensive
Income and SFAS No. 131, Disclosures About Segments of an Enterprise and Related
Information. Both SFAS No. 130 and SFAS No. 131 are effective for fiscal years
beginning after December 15, 1997. The Company believes that the adoption of
these new accounting standards will not have a material impact on the Company's
financial statements.

(6) SUBSEQUENT EVENT - PATENT RIGHTS ACQUISITION

In January 1998, the Company made the final payment with respect to the
acquisition of certain patent rights pursuant to an agreement entered into in
fiscal 1992 and amended in May 1993. The Company paid $1,086,250 (the
equivalent of 55,000 shares of common stock) for these patent rights. The
additional cost of these patent rights will be amortized over the remainder of
the original expected life of ten years.

PART I - FINANCIAL INFORMATION (Continued)

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations

HOLOGIC, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS

The Company's results of operations have and may continue to be subject to
significant quarterly variation. The results for a particular quarter may vary
due to a number of factors, including the overall state of health care and cost
containment efforts, the development status and demand for drug therapies to
treat osteoporosis, the use of mini c-arms in minimally-invasive surgical
procedures, economic conditions in the Company's markets, the timing of orders,
the timing of expenditures in anticipation of future sales, the mix of products
sold by the Company, the introduction of new products and product enhancements
by the Company or its competitors, including the timing of FDA approvals or
clearances for such introductions and pricing and other competitive conditions.

Revenues. Total revenues for the first quarter of fiscal 1998 decreased 4%
to $26,120,648 from $27,109,743 for the first quarter of fiscal 1997. This
decrease was primarily due to (i) a decrease in DXA bone densitometers sold
internationally, especially in Japan, which were partially offset by an increase
in the United States and (ii) a decrease in the number of mini c-arm systems
sold in the current quarter. In the United States, an increase in the number of
DXA bone densitometers sold were partially offset by lower average selling
prices primarily attributable to a shift in sales to the lower priced QDR
1000plus. In the current quarter, the Company's QDR 1000plus comprised almost
two-thirds of total DXA densitometer sales compared to only 13% in the first
quarter of last year. The shift to this system from the more fully featured
ACCLAIM series was driven by increased sales to the primary care market in the
United States. The Company began actively selling to this new market in July
1997. ACCLAIM sales to the hospital and radiology markets were lower than in the
previous year which the Company attributes in part to confusion over the HCFA
approved reimbursement rates for bone densitometry. Although the actual rates
for 1998 increased to $131 from $121, the preliminary rate that was published in
mid - 1997 was significantly lower than the current rate. Other revenues
increased for the current three month period due to revenues received under a
development agreement for a biochemical marker strip test and an increase in
royalties from the license of the Company's technology to Vivid Technologies,
Inc.

Total revenues for the first quarter of fiscal 1998 increased 6% from
$24,631,863 in the immediately preceding quarter primarily due to an increase in
the number of DXA systems sold in the United States and Europe.

In the first quarter of fiscal 1998, approximately 67% of product sales
were generated in the United States, 22% in Europe, 7% in other international
markets, and 4% in Asia. In the first quarter of fiscal 1997, approximately 63%
of product sales were generated in the United States, 21% in Europe, 9% in Asia,
and 7% in other international markets.

The number of x-ray bone densitometers sold by the Company reached a record
level as interest in bone diseases, such as osteoporosis, has grown, especially
in the primary care market in the United States, as new drug therapies have
become available to treat these diseases and as the use of DXA systems to
measure bone density has become more widespread.

Costs and Expenses. The cost of product sales increased as a percentage
of product sales to 51% in the first quarter of fiscal 1998 from 45% in the
first quarter of fiscal 1997. In the current quarter, these costs increased as
a percentage of product sales primarily due to a shift in the product sales mix
to the lower gross margin QDR 1000plus DXA bone densitometers. Sales of the QDR
1000plus to the primary care market in the United States increased dramatically
in the current quarter and offset a slowdown in sales of the higher gross margin
ACCLAIM densitometers sold to the hospital and radiology markets. In addition,
there was an increase in costs as a percentage of product sales relating to the
mini c-arm systems.

Research and development expenses increased 35% to $2,339,001 (9% of total
revenues) in the current quarter from $1,731,440 (6% of total revenues) in the
first quarter of fiscal 1997 primarily due to the addition of engineering
personnel working on the development of new products and the funding of Serex to
develop a biochemical marker strip test.

Selling and marketing expenses increased 48% to $6,749,037 (27% of product
sales) in the current quarter from $4,568,730 (17% of product sales) in the
first quarter of fiscal 1997 primarily due to an increase in sales commissions
based on the higher sales volume in areas where commissions are generally paid,
particularly in the United States. In addition, the Company incurred additional
costs in connection with its strategic alliances for the introduction and
planned introduction of new products and the distribution of products through
new sales channels.

General and administrative expenses decreased 21% to $2,295,149 (9% of
total revenues) in the first quarter of fiscal 1998 from $2,907,441 (11% of
total revenues) in the first quarter of fiscal 1997 primarily due to certain
efficiencies achieved through the reduction of personnel in connection with the
integration of FluoroScan.

Interest Income. Interest income increased to $1,305,093 in the current
quarter from $1,076,959 in the first quarter of fiscal 1997 as the Company had
a higher investment base than in the prior year. In the current quarter, the
Company also increased the number of long-term receivables to Latin American
customers resulting in additional interest income.

Other Expense. In the first quarters of fiscal 1998 and 1997, the Company
incurred other expenses of $89,324 and $116,331, respectively. In the current
quarter, these expenses were primarily attributable to interest costs on the
line of credit established for use by the Company's European subsidiaries to
borrow funds in their local currencies to pay for intercompany sales, thereby
reducing the foreign currency exposure on those transactions and, to a lesser
extent, to

foreign currency transaction losses. In the first quarter of fiscal 1997, these
expenses were primarily attributable to foreign currency transaction losses and,
to a lesser extent, to interest costs on the European line of credit. To the
extent that foreign currency exchange rates fluctuate in the future, the Company
may be exposed to continued financial risk. Although the Company has established
a borrowing line denominated in the two foreign currencies (the French Franc and
the Belgian Franc) in which the subsidiaries currently conduct business to
minimize this risk, there can be no assurance that the Company will be
successful or can fully hedge its outstanding exposure.

Provision for Income Taxes. The Company's effective tax rate was 36% in
the first quarters of fiscal 1998 and 1997. The effective tax rate is less than
the combined Federal and state statutory rates due primarily to the favorable
Federal and state tax treatment afforded the Company's foreign sales corporation
and the favorable state tax treatment of certain of the Company's interest
income.

LIQUIDITY AND CAPITAL RESOURCES

At December 27, 1997, working capital was approximately $114 million, and
cash, cash equivalents and short-term investments totaled $87 million. The
Company has funded its operations primarily through cash flows from operations
and the issuance of securities. The cash, cash equivalents and short-term
investments balance increased approximately $2.8 million from September 27, 1997
primarily due to operating activities which included net income of $2.1 million
and an increase in the Company's deferred revenue, which were partially offset
by an increase in inventory. The Company finances certain sales to Latin
America over a two-to-three year time-frame. At December 27, 1997, the Company
had long-term accounts receivable outstanding of approximately $3.3 million
relating to these sales which were included in other assets. As of December 27,
1997, the Company has not experienced any significant change in these
receivables, however, the economic and currency related uncertainties in these
countries may increase the likelihood of non-payment. In the first quarter of
1998, the Company purchased approximately $530,000 of property and equipment,
primarily computers and other equipment associated with the hiring of additional
personnel.

The Company does not currently have any significant capital commitments and
believes that existing sources of liquidity, funds expected to be generated from
operations will provide adequate cash to fund the Company's anticipated working
capital and other cash needs for the foreseeable future.

RECENT ACCOUNTING PRONOUNCEMENT

In June 1997, the FASB issued SFAS No. 130 Reporting Comprehensive Income
and SFAS No. 131, Disclosures About Segments of an Enterprise and Related
Information. Both SFAS No. 130 and SFAS No. 131 are effective for fiscal years
beginning after December 15, 1997. The Company believes that the adoption of
these new accounting standards will not have a material impact on the Company's
financial statements.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this filing, and elsewhere (such as in other filings
by the Company with the Securities and Exchange Commission, press releases,
presentations by the Company or its management, and oral statements) constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things,
regulation, including the timing of FDA approvals or clearances for the
introduction of new products, technical risks associated with the development of
new products, regulatory policies in the United States and other countries,
reimbursement policies of public and private health care payors, introduction
and acceptance of new drug therapies, competition from existing products and
from new products or technologies, and market and general economic factors.

PART II - OTHER INFORMATION

HOLOGIC, INC. AND SUBSIDIARIES

Item 1. Legal Proceedings.
No material litigation.

Item 2. Changes in Securities.
None.

Item 3. Defaults Upon Senior Securities.
None.

Item 4. Submission of Matters to a Vote of Security-Holders.
None.

Item 5. Other Information.
None.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits furnished:
(11) Statement Re: Computation of Earnings Per Share
(27) Financial Data Schedule

(b) Reports on Form 8-K:

None.

HOLOGIC, INC. AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Hologic, Inc.
(Registrant)

February 10, 1998 /s/ S. David Ellenbogen
- ----------------- --------------------------
Date S. David Ellenbogen
Chairman and Chief Executive
Officer

February 10, 1998 /s/ Glenn P. Muir
- ----------------- --------------------
Date Glenn P. Muir
Vice President, Finance and
Treasurer (Principal Financial and
Chief Accounting Officer)