UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 JUNE 27, 1998
-------------

[ ] 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 02451
---------------------------------------------------
(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 August 5, 1998 13,376,476 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
June 27, 1998 and September 27, 1997............................ 3

Consolidated Statements of Income
Three and Nine Months Ended June 27, 1998 and June 28, 1997..... 4

Consolidated Statements of Cash Flows
Nine Months Ended June 27, 1998 and June 28, 1997............... 5

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

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ...................................... 9

PART II - OTHER INFORMATION ............................................... 13

SIGNATURES ................................................................ 14

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

ASSETS

June 27, September 27,
1998 1997
------------ -------------

CURRENT ASSETS:
Cash and cash equivalents......................... $ 45,930,265 $ 28,091,933
Short-term investments............................ 42,446,613 56,173,247
Accounts receivable, less reserves of $1,460,000.. 31,760,653 29,231,105
Inventories....................................... 17,996,382 13,204,528
Prepaid expenses and other current assets......... 4,889,993 4,067,715
------------ ------------
Total current assets............................. 143,023,906 130,768,528
------------ ------------

PROPERTY AND EQUIPMENT, at cost:
Equipment......................................... 8,281,091 6,397,509
Furniture and fixtures............................ 1,875,200 1,655,557
Leasehold improvements............................ 1,712,208 1,687,523
------------ ------------
11,868,499 9,740,589
Less- Accumulated depreciation and amortization... 6,031,995 5,036,017
------------ ------------
5,836,504 4,704,572
------------ ------------
Other assets, net.................................. 19,373,972 9,194,142
------------ ------------
$168,234,382 $144,667,242
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

June 27, September 27,
1998 1997
------------- --------------

CURRENT LIABILITIES:
Line of credit.................................... $ 1,406,133 $ 82,764
Accounts payable.................................. 5,851,798 5,232,270
Accrued expenses.................................. 12,310,971 9,297,552
Deferred revenue.................................. 10,719,359 3,287,924
------------ ------------
Total current liabilities........................ 30,288,261 17,900,510
------------ ------------

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value-
Authorized - 30,000,000 shares
Issued and outstanding 13,359,652 and
13,111,442 shares, respectively................ 133,597 131,114
Capital in excess of par value.................... 93,924,436 91,668,270
Retained earnings................................. 44,871,604 35,798,846
Cumulative translation adjustment................. (983,516) (831,498)
------------ ------------
Total stockholders' equity....................... 137,946,121 126,766,732
------------ ------------
$168,234,382 $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 Nine Months Ended
-------------------------- --------------------------
June 27, June 28, June 27, June 28,
1998 1997 1998 1997
------------ ------------ ------------ ------------

REVENUES:
Product sales...................................... $33,569,051 $25,846,988 $88,163,369 $79,275,601
Other revenues..................................... 856,779 1,100,949 2,580,342 2,781,967
----------- ----------- ----------- -----------
34,425,830 26,947,937 90,743,711 82,057,568
COSTS AND EXPENSES:
Cost of product sales.............................. 15,910,124 11,941,298 43,312,401 36,344,625
Research and development........................... 2,335,123 2,225,704 7,179,799 6,162,790
Selling and marketing.............................. 8,187,926 4,734,783 22,776,948 13,826,980
General and administrative......................... 2,710,210 2,027,462 7,287,407 7,726,109
----------- ----------- ----------- -----------
29,143,383 20,929,247 80,556,555 64,060,504
----------- ----------- ----------- -----------

Income from operations.................... 5,282,447 6,018,690 10,187,156 17,997,064

Interest income..................................... 1,628,890 1,384,626 4,409,961 3,717,041

Other expense....................................... (121,907) (7,013) (324,359) (68,607)
----------- ----------- ----------- -----------

Income before provision for income taxes.. 6,789,430 7,396,303 14,272,758 21,645,498
PROVISION FOR INCOME TAXES.......................... 2,500,000 2,650,000 5,200,000 7,840,000
----------- ----------- ----------- -----------
Net income................................ $ 4,289,430 $ 4,746,303 $ 9,072,758 $13,805,498
=========== =========== =========== ===========

NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE:
Basic earnings per share.................. $.32 $.36 $.69 $1.07
=========== =========== =========== ===========

Diluted earnings per share................ $.31 $.35 $.66 $1.01
=========== =========== =========== ===========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING.......................... 13,334,355 13,035,419 13,221,227 12,956,335
=========== =========== =========== ===========

WEIGHTED AVERAGE NUMBER OF
COMMON AND DILUTIVE POTENTIAL
COMMON SHARES OUTSTANDING..................... 13,806,564 13,676,353 13,785,098 13,658,336
=========== =========== =========== ===========

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

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

Nine Months Ended
----------------------------
June 27, June 28,
1998 1997
------------- -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 9,072,758 $ 13,805,498
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization.......................... 1,254,945 906,694
Compensation expense related to issuance of stock
options............................................... 216,820 27,000
Changes in assets and liabilities-
Accounts receivable............................... (2,514,151) (9,988,957)
Inventories....................................... (4,791,854) (347,912)
Prepaid expenses and other current assets......... (710,893) (1,069,141)
Accounts payable.................................. 619,809 (265,297)
Accrued expenses.................................. 3,553,469 5,051,412
Deferred revenue.................................. 7,431,435 557,073
------------ ------------
Net cash provided by operating activities....... 14,132,338 8,676,370
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of held-to-maturity investments................. (60,324,459) (7,592,430)
Sales of held-to-maturity investments..................... 66,331,053 1,330,561
Purchases of available-for-sale investments............... -- (58,807,813)
Sales of available-for-sale investments................... -- 63,726,357
Purchases of property and equipment....................... (2,127,910) (1,441,972)
Increase in other assets.................................. (2,735,716) (34,532)
------------ ------------
Net cash provided by (used in) investing
activities..................................... 1,142,968 (2,819,829)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease ) in line of credit................ 1,074,564 (2,533,692)
Proceeds from issuance of common stock pursuant to options
and employee stock purchase plans........................ 1,300,480 1,339,720
Tax benefit from stock option exercises................... 340,000 470,000
------------ ------------
Net cash provided by (used in) financing
activities..................................... 2,715,044 (723,972)
------------ ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH..................... (152,018) (583,844)
------------ ------------
NET INCREASE IN CASH AND
CASH EQUIVALENTS.......................................... 17,838,332 4,548,725
CASH AND CASH EQUIVALENTS, beginning of period.............. 28,091,933 28,754,023
------------ ------------
CASH AND CASH EQUIVALENTS, end of period.................... $ 45,930,265 $ 33,302,748
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes................ $3,602,919 $5,137,126
========== ==========

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 June 27, 1998, the consolidated
statements of income for the three and nine months ended June 27, 1998 and
June 28, 1997 and the consolidated statements of cash flows for the nine months
ended June 27, 1998 and June 28, 1997, 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 and nine months ended June 27,
1998 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:

June 27, September 27,
1998 1997
----------- -------------

Raw materials and work-in-process.. $12,700,766 $ 9,967,707
Finished goods..................... 5,295,616 3,236,821
----------- -----------
$17,996,382 $13,204,528
=========== ===========

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

(b) Earnings Per Share: 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. Anti-
dilutive weighted shares of 422,106 and 344,232 for the three and nine months
ended June 27, 1998, respectively, and 243,852 and 168,737, for the three and
nine months ended June 28, 1997, respectively, have been excluded from the
weighted average number of common and dilutive potential common shares
outstanding.

Basic and diluted share amounts are as follows:

Three Months Ended Nine Months Ended
---------------------- -------------------------
June 27, June 28, June 27, June 28,
1998 1997 1998 1997
---------- ---------- ----------- ----------

Weighted average common shares outstanding.................... 13,334,355 13,035,419 13,221,227 12,956,335
Common stock equivalents outstanding
pursuant to the treasury stock method............... 472,209 640,934 563,871 702,001
---------- ---------- ---------- ----------

Weighted average number of common and dilutive
potential common shares outstanding................. 13,806,564 13,676,353 13,785,098 13,658,336
========== ========== ========== ==========

(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 39%
and 14% of DXA product sales in the nine months ended June 27, 1998 and June
28, 1997, respectively.

(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) 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 remaining
expected life of approximately five years.

(7) SUBSEQUENT EVENT--BUILDING PURCHASE

On July 30, 1998, the Company purchased a 200,000 square foot building for
approximately $20 million in cash. The Company plans to renovate the building at
an additional cost of approximately $4 million and to occupy this facility in
early 1999.

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 introduction of new products or
product enhancements by the Company or its competitors, the timing of FDA
approvals or clearances for such introductions, the overall state of health care
and cost containment efforts, the development status and demand for drug
therapies to treat osteoporosis, the status and amount of reimbursement for
approved procedures, the use of mini c-arms in minimally-invasive surgical
procedures, the availability of financing alternatives, including fee-per-scan
programs, for the Company's products, 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, and pricing and other
competitive conditions.

Revenues. Total revenues for the third quarter of fiscal 1998 increased
28% to $34,425,830 from $26,947,937 in the third quarter of fiscal 1997. Total
revenues for the current nine month period increased 11% to $90,743,711 from
$82,057,568 for the first nine months of fiscal 1997. This increase was
primarily due to an increase in the total number of DXA bone densitometer and
Sahara (the Company's ultrasound bone sonometer) product shipments in the United
States. Sahara was approved for sale in the United States in March 1998. These
increases were partially offset by a decrease in DXA bone densitometers sold
internationally. In the United States, the increase in the number of DXA bone
densitometers sold was partially offset by lower average selling prices
primarily attributable to a shift in sales to the primary care market. The
primary care market accounted for 42% of total revenues in the current quarter
and 37% for the nine months ended June 27, 1998. 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 as the high rate of
penetration in the last two years has begun to slow . Other revenues decreased
for the current three and nine month periods, as compared to the same periods of
the previous year, due to a decrease in revenues received under a development
agreement for a biochemical marker strip test. This decrease was partially
offset by an increase in royalties from the license of the Company's technology
to Vivid Technologies, Inc.

Total revenues for the third quarter of fiscal 1998 increased 14% from
$30,197,233 in the immediately preceding quarter primarily due to a shift in the
DXA systems sales to the QDR-4500C ACCLAIM from the lower priced QDR-1000plus
and an increase in the number of Sahara systems sold in the United States to the
primary care market.

In the first nine months of fiscal 1998, approximately 73% of product sales
were generated in the United States, 17% in Europe, 6% in other international
markets, and 4% in Asia. In the first nine months of fiscal 1997, approximately
58% of product sales were generated in the United States, 21% in Europe, 12% in
Asia, and 9% in other international markets.

The number of x-ray bone densitometers and ultrasound bone sonometers sold
by the Company reached record levels 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, as
reimbursement rates for testing have been established and increased to
financially attractive levels and as the use of DXA and ultrasound 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 47% in the current three month period of fiscal 1998 from
46% in the same three month period of fiscal 1997. The cost of product sales
increased as a percentage of product sales to 49% in the current nine month
period of fiscal 1998 from 46% in the same nine month period of fiscal 1997. In
the current quarter and nine month periods, these costs increased as a
percentage of product sales primarily due to a dramatic shift in the product
sales mix to the primary care market in the United States. In the current
quarter, sales to this market of the Company's QDR-4500C increased significantly
but at an average selling price less than in the prior year. In the first half
of the fiscal year, the Company predominantly sold the lower gross margin QDR-
1000plus in this market. Partially offsetting this increase was increased sales
of the higher gross margin Sahara ultrasound sonometers, especially in the
United States. In 1997, the Company had higher sales to its hospital and
radiology markets which tended to purchase the higher gross margin ACCLAIM
systems.

Research and development expenses increased 5% to $2,335,123 (7% of total
revenues) in the current quarter from $2,225,704 (8% of total revenues) in the
third quarter of fiscal 1997. For the current nine month period, research and
development expenses increased 17% to $7,179,799 (8% of total revenues) from
$6,162,790 (8% of total revenues) for the first nine months of 1997. The
increase in research and development expenses in 1998 is primarily due to the
addition of engineering personnel and outside consultants working on the
development of new products.

Selling and marketing expenses increased 73% to $8,187,926 (24% of product
sales) in the current quarter from $4,734,783 (18% of product sales) in the
third quarter of fiscal 1997. For the current nine month period, selling and
marketing expenses increased 65% to $22,776,948 (26% of product sales) from
$13,826,980 (17% of product sales) for the first nine months of 1997. The
increase in selling and marketing expenses in 1998 is primarily due to an
increase in sales commissions based on the higher sales volume in the primary
care market in the United States.

General and administrative expenses increased 34% to $2,710,210 (8% of
total revenues) in the current quarter from $2,027,462 (8% of total revenues)
in the third quarter of fiscal 1997. During the first nine months of fiscal
1998, general and administrative expenses decreased 6% to $7,287,407 (8% of
total revenues) from $7,726,109 (9% of total revenues) in the first nine months
of 1997. The increase in general and administrative expenses in the current
quarter from the third quarter of fiscal 1997 is primarily due to an increase in
employee benefit related expenditures. The decrease in general and
administrative expenses in the first nine months of fiscal 1998 compared to the
same period of 1997 was primarily due to certain efficiencies achieved in
connection with the integration of FluoroScan.

Interest Income. Interest income increased to $1,628,890 in the current
quarter from $1,384,626 in the same quarter of fiscal 1997 and increased to
$4,409,961 in the current nine month period from $3,717,041 in the comparable
period in fiscal 1997 as the Company held a higher investment base than in the
prior year. The company also increased the number of long-term receivables to
Latin American customers resulting in additional interest income.

Other Expense. The Company incurred other expense of $121,907 for the third
quarter of fiscal 1998 compared to $7,013 for the third quarter of fiscal 1997.
For the first nine months of fiscal 1998 and 1997, the Company incurred other
expense of $324,359 and $68,607, respectively. In the current quarter and nine
month periods, these expenses were primarily attributable to interest costs
related to increased borrowings 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.
For the third quarter and first nine month periods of fiscal 1997, other expense
was primarily related to interest costs incurred 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
approximately 36% in the first nine months 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 June 27, 1998, working capital was approximately $113 million, and cash,
cash equivalents and short-term investments totaled $88 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 $4.1 million from September 27, 1997 primarily
due to operating activities which included net income of $9.1 million and an
increase in the Company's deferred revenue, which were partially offset by an
increase in inventory. This increase in inventory is primarily related to
increased production of Sahara. The Company finances certain sales to Latin
America over a two-to-three year time-frame. At June 27, 1998, the Company had
long-term accounts receivable outstanding of approximately $3.5 million which
was included in other assets and $5.8 million in accounts receivable relating
to these sales. Also included in other assets were marketable securities with
maturities exceeding one year totaling $12 million. As of June 27, 1998, 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 nine months of 1998, the
Company purchased approximately $2.1 million of property and equipment,
primarily computers and other equipment associated with the hiring of additional
personnel.

In July 1998, the Company purchased a 200,000 square foot building for
approximately $20 million in cash and the Company plans to spend approximately
$4 million to renovate the facility. The Company does not have any other
significant capital commitments and believes that existing sources of liquidity
and 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

YEAR 2000 ISSUE

The Company is currently working to resolve the potential impact of the
year 2000 on the processing of date-sensitive information by the Company's
computerized information systems and by the Company's products. The year 2000
problem is the result of computer programs being written using two digits
(rather than four) to define the applicable year. Any of the Company's programs
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000, which could result in miscalculation or system
failures. Based on preliminary information, costs of addressing potential
problems are not currently expected to have a material adverse impact on the
Company's financial position, results of operations or cash flows in future
periods. However, failure of the Company, its customers or vendors to resolve
such processing issues in a timely manner, could have a material adverse effect
on the Company's business, financial condition and results of operations.

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,
technical and marketing risks associated with the development of new products,
regulation, including the timing of FDA approvals or clearances for the
introduction of new products, regulatory policies in the United States and other
countries, reimbursement policies of public and private health care payors, the
availability of financing alternatives, including fee-per-scan programs, for the
Company's products, 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:

(10) Building Purchase and Sale Agreement.
(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)

August 6, 1998 /s/ S. David Ellenbogen
- -------------- -------------------------------
Date S. David Ellenbogen
Chairman and Chief Executive Officer

August 6, 1998 /s/ Glenn P. Muir
- -------------- -------------------------------
Date Glenn P. Muir
Vice President, Finance and Treasurer
(Principal Financial and Chief Accounting
Officer)