Exhibit 99.01

 
HOLOGIC, INC.                      PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
35 Crosby Drive                                FEBRUARY 23, 1999
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  January 18, 1999, 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, February 23, 1999, 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.)


________________________________________________________________________________
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2.  To approve the 1999 Equity Incentive Plan:

     FOR         AGAINST          ABSTAIN


     ---         -------          -------

3.  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 proposals in Items 2 & 3.

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

Dated..............................................., 1999
 ..........................................................
 ..........................................................

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.