HOLOGIC INC
10-Q, 1999-02-04
X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS
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                          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 26, 1998
                                
                               or

[    ]  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

                          Hologic, Inc.
     (Exact name of registrant as specified in its charter)
                                
               Delaware                04-2902449
 (State of incorporation)   (I.R.S. Employer Identification No.)

        35 Crosby Drive, Bedford,  Massachusetts   01730
            (Address of principal executive offices)
                           (Zip Code)

                         (781) 999-7300
      (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, 1999 13,411,670 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 26, 1998 and September 26, 1998         3

          Consolidated Statements of Income
          Three Months Ended December 26, 1998
          and December 27, 1997                            4

          Consolidated Statements of Cash Flows
          Three Months Ended December 26, 1998
          and December 27, 1997                            5

          Notes to Consolidated Financial Statements       6


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

Item 3.  Quantitative and Qualitative Disclosure
         About Market Risk                                13


PART II - OTHER INFORMATION                               14


SIGNATURES                                                15

                                
                                
                                
                                
                                
                                
                                
                                
                 HOLOGIC, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                           (Unaudited)
              (in thousands, except per share data)
                                
                             ASSETS

<TABLE>
<CAPTION>
                                                 December 26,    September 26,
                                                     1998              1998
                                                  -----------    -------------
 <S>                                                 <C>              <C>  
   CURRENT ASSETS:
    Cash and cash equivalents...............         $48,436        $48,423
    Short-term investments..................          24,637         27,479
    Accounts receivable,
     less reserves of $2,100................          33,216         29,287
    Inventories.............................          20,478         20,438
    Prepaid expenses and
      other current assets..................           6,160          6,221
                                                     -------        -------
       Total current assets.................         132,927        131,848
                                                     -------        -------
   PROPERTY AND EQUIPMENT, at cost:
    Equipment..............................            9,080          8,633
    Furniture and fixtures.................            1,814          1,910
    Leasehold improvements.................            1,667          1,729
    Construction in progress...............           22,649         20,066
                                                      ------         ------
                                                      35,210         32,338
    Less- Accumulated depreciation
      and amortization.....................            6,621          6,440
                                                      ------         ------
                                                      28,589         25,898
                                                      ------         ------
   Other assets, net.......................           16,047         14,851
                                                      ------         ------
                                                    $177,563       $172,597
                                                    ========       ========
</TABLE>
              LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
   
                                                 December 26,    September 26,
                                                     1998             1998
                                                 ------------    ------------
 <S>                                                 <C>              <C>  
   CURRENT LIABILITIES:
    Line of credit.........................         $  2,821      $  3,799
    Accounts payable.......................            9,570         5,497
    Accrued expenses.......................           10,381        12,453
    Deferred revenue.......................           12,204        10,466
                                                    --------      ---------
      Total current liabilities............           34,976        32,215
                                                    --------      --------
   STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value-
     Authorized - 1,623
     Issued and outstanding - none .......               --             --
    Common stock, $.01 par value-
     Authorized - 30,000 shares
       Issued - 13,395 and 13,378 shares,
       respectively......................                134           134
    Capital in excess of par value.......             95,277        95,100
    Retained earnings....................             48,224        46,187
    Cumulative translation adjustment....               (584)         (575)
    Treasury stock, at cost, 45 shares...               (464)         (464)
                                                     -------        -------
      Total stockholders' equity.........            142,587       140,382
                                                     -------       --------
                                                    $177,563      $172,597
                                                    ========      ========
</TABLE>
     
     The accompanying notes are an integral part of these consolidated
                          financial statements.
         

                       
                 HOLOGIC, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)
              (in thousands, except per share data)
                                
<TABLE>
<CAPTION>
                                             Three Months Ended
                                         December 26,     December 27,
                                             1998             1997
                                         ----------       -----------
<S>                                         <C>               <C>
REVENUES:
 Product sales......................        $23,914         $25,139
 Other revenue......................            718             982
                                            -------         -------
                                             24,632          26,121
                                            -------         -------
COSTS AND EXPENSES:
 Cost of product sales.............    1     12,791          12,740
 Research and development..........           2,458           2,339
 Selling and marketing.............           5,259           6,749
 General and administrative........           2,169           2,295
                                            -------          ------
                                             22,677          24,123
                                            -------          ------

      Income from operations......            1,955           1,998

 Interest income..................            1,253           1,304

 Other expense....................              (31)            (89)
                                            -------          -------
     Income before provision
          for income taxes........            3,177           3,213
PROVISION FOR INCOME TAXES........            1,140           1,150
                                            -------          ------ 
     Net income...................           $2,037          $2,063
                                            =======          ======
NET INCOME PER COMMON AND
 COMMON EQUIVALENT SHARE:
     Basic........................             $.15            $.16
                                               ====            ====
     Diluted......................             $.15            $.15
                                               ====            ====
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING........           13,340          13,132
                                             ======          ======
WEIGHTED AVERAGE NUMBER OF
 COMMON AND DILUTIVE POTENTIAL
 COMMON SHARES OUTSTANDING........           13,638          13,790
                                             ======          ======      
</TABLE>
 
        The accompanying notes are an integral part of these consolidated
                      financial statements.
                                
                                
                                                                   
                                
                                
                    HOLOGIC, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                         (in thousands)
<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                  December 26,     December 27,
                                                      1998             1997
                                                  -----------      -----------
<S>                                                    <C>             <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income....................................      $2,037          $2,063
  Adjustments to reconcile net income to
  net cash provided by  operating activities-
        Depreciation and amortization...........         357             388
        Compensation expense related to
         issuance of stock option...............          60              60
        Changes in assets and liabilities-
          Accounts receivable...................      (3,526)          1,700
          Inventories...........................         (40)         (3,669)
          Prepaid expenses and
            other current assets................         145             580
          Accounts payable......................       4,073           1,338
          Accrued expenses......................      (2,070)            194
          Deferred revenue......................       1,737           2,602
                                                      ------          ------ 
             Net cash provided by
              operating activities..............       2,773           5,256
                                                      ------          ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of held-to-maturity investments......      (7,242)        (45,553)
  Sales of held-to-maturity investments.........       8,083          57,968
  Purchases of property and equipment...........      (2,873)           (531)
  Increase (decrease) in other assets...........         234             (37)
                                                      -------        -------
           Net cash (used in) provided by
            investing activities................      (1,798)         11,847
                                                      -------        -------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Net decrease in line of credit................        (978)            (83)
  Issuance of common stock pursuant to
   options, stock grants and employee
   stock purchase plans.........................          22              97
  Tax benefit from stock options exercised......          10              --
                                                       ------          ------
          Net cash (used in) provided by
           financing activities.................        (946)             14
                                                      -------          ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.........         (16)            (42)
                                                       ------          ------

NET INCREASE IN CASH AND CASH EQUIVALENTS.......          13          17,075
CASH AND CASH EQUIVALENTS, beginning of period..      48,423          28,092
                                                     -------         -------
CASH AND CASH EQUIVALENTS, end of period........     $48,436         $45,167
                                                     =======         =======


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for
     income taxes..............................     $    326        $    846
                                                    ========        ========
  Cash paid during the period for interest.....     $    100              --
                                                    ========        ========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
   Issuance of common stock under 401(k) plan..     $     --         $   292
                                                    ========        ========
</TABLE>
The accompanying notes are an integral part of these consolidated
                      financial statements.
                                
                                
                                
                 HOLOGIC, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
         (In thousands, except share and per share data)
                                
(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 26, 1998, included in the Company's Form 10-
K  as  filed  with  the  Securities and  Exchange  Commission  on
December 23, 1998.
     
      The consolidated balance sheet as of December 26, 1998, the
consolidated  statements of income for  the  three  months  ended
December  26,  1998  and December 27, 1997 and  the  consolidated
statements of cash flows for the three months ended December  26,
1998 and December 27, 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  months  ended
December  26, 1998 are not necessarily indicative of the  results
to  be  expected for the entire fiscal year ending September  25,
1999.
     
(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 26,      September 26,
                                          1998             1998
                                      -----------       ------------

Raw materials and work-in-process...     $12,472          $13,859
Finished goods......................       8,006            6,579
                                         -------          -------
                                         $20,478          $20,438
                                         =======          =======


      Work-in-process and finished goods inventories  consist  of
material, labor and manufacturing overhead.
                                
                                                                
      (b)  Earnings  Per Share:  A reconciliation  of  basic  and
dilutive share amounts are as follows:
<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                    December 26,   December 27,
                                                          1998          1997
                                                    -----------    ------------
<S>                                                      <C>            <C>
Weighted average common shares outstanding.....        13,340          13,132
 Common stock equivalents outstanding
     pursuant to the treasury stock method.....           298             658
                                                       ------           ------
Weighted average number of common and dilutive
     potential common shares outstanding.....          13,638          13,790
                                                       ======          ======
</TABLE>
     
   The  Company  adopted  SFAS  No. 128,  Earnings  Per  Share,
effective for the quarter ended December 27, 1997, which replaces
primary  and  fully  diluted earnings per share  with  basic  and
diluted  earnings per share.  Anti-dilutive shares of  1,014  and
185 for the three months ended December 26, 1998 and December 27,
1997, 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 $3.0 million, 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 9% and 30% of product sales in  the
three  months  ended  December 26, 1998 and  December  27,  1997,
respectively.   The  Company  finances  certain  sales  to  Latin
America  over  a two-to-three year time-frame.  At  December  26,
1998,  the  Company had total accounts receivable outstanding  of
approximately $8.0 million relating to these sales, of which $2.5
million  were  long-term and included in  other  assets.   As  of
December   26,   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.
                                
(5)  Recent Accounting Pronouncements

      In  July  1997,  the FASB issued SFAS No. 131,  Disclosures
About  Segments  of an Enterprise and Related Information.   SFAS
No.  131 requires certain financial and supplementary information
to  be  disclosed  on  an  annual  and  interim  basis  for  each
reportable segment of an enterprise, as defined.  SFAS No. 131 is
effective  for  fiscal years beginning after December  15,  1997.
Unless  impracticable, companies would be required to  disclosure
similar prior period information upon adoption.  The Company will
adopt  this  statement  in their fiscal 1999  year-end  financial
statements.

     In  June 1998, the FASB issued SFAS No. 133, Accounting  for
Derivative  Instruments  and Hedging Activities.   SFAS  No.  133
establishes  accounting  and reporting standards  for  derivative
instruments, including certain derivative instruments investments
embedded  in  other  contracts  (collectively  referred   to   as
derivatives)  and  for  hedging  activities.   SFAS  No.  133  is
effective  for fiscal years beginning after June 15,  1999.   The
Company does not expect the adoption of this statement to have  a
material impact on its consolidated financial position or results
of operations.

(6)  Construction in Progress

      In fiscal 1998, the Company purchased a 200,000 square foot
building  for approximately $20 million in cash, and has incurred
approximately $5 million for renovations, of which  $2.5  million
has  been  paid to-date.  The Company moved its headquarters  and
manufacturing  into  this  facility on  January  25,  1999.   The
Company will amortize the cost of the building straight-line over
40 years beginning in the second quarter of fiscal 1999.

(7)  Comprehensive Income

     The   Company  adopted  Statement  of  Financial  Accounting
Standards  No.130  ("SFAS 130"), Reporting Comprehensive  Income,
effective September 27, 1998.  SFAS 130 established standards for
reporting  and display of comprehensive income and its components
in  the  financial statements.  The Company's only item of  other
comprehensive  income  relates  to foreign  currency  translation
adjustments, and is presented separately on the balance sheet  as
required.   If presented on the statement of operations  for  the
three  months  ended  December 26, 1998 and  December  27,  1997,
comprehensive income would be approximately $9 and $43 lower than
reported  net  income,  respectively,  due  to  foreign  currency
translation adjustments.
     
                                


           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, dependence  on  Physician
Sales  and  Service, Inc. to broaden the sales of  the  Company's
product  to the primary care market, 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 first quarter  of  fiscal
1999  decreased  6% to $24.6 million from $26.1 million  for  the
first quarter of fiscal 1998.  This decrease was primarily due to
a  decrease  in DXA bone densitometers sold to the  primary  care
market  in  the United States which were partially offset  by  an
increase  in  the number of mini c-arm and Sahara (the  Company's
ultrasound bone sonometer) product sales in the current  quarter.
The  increase  in  sales of mini c-arms were primarily  from  the
Company's  recently  introduced  Premier  system.   Sahara  sales
increased  in the current quarter due primarily to sales  in  the
United  States,  where the Company received  marketing  clearance
from  the  FDA in March 1998.  The Company did not have marketing
clearance for Sahara in the first quarter of fiscal 1998.   Other
revenues  decreased for the current three month period due  to  a
decrease   in  royalties  from  the  license  of  the   Company's
technology to Vivid Technologies, Inc. and a decrease in revenues
received  under a development agreement for a biochemical  marker
strip test.  Partially offsetting these decreases was an increase
in additional fee-per-scan revenues.

     Total revenues for the first quarter of fiscal 1999 remained
relatively  unchanged  compared  to  the  immediately   preceding
quarter.

      In  the current quarter, sales of the Company's mini c-arms
and,  to a lesser extent, DXA bone densitometers increased  which
were  offset  by a decrease in sales of Sahara by  the  Company's
U.S. distributor for the primary care market when compared to the
immediately preceding quarter.  The Company believes  that  sales
of  the  Sahara were adversely impacted by a lack of a  permanent
reimbursement  code for the ultrasound bone density  measurement.
The  Company  further believes that the approval  by  HCFA  of  a
permanent  reimbursement code for these measurements, which  went
into  effect  in  January 1999, should positively  impact  Sahara
sales.  However, the Company cannot assure that Sahara sales will
increase.

     In  the  first quarter of fiscal 1999, approximately 62%  of
product sales were generated in the United States, 23% in  Europe
and 15% in other international markets.  In the first quarter  of
fiscal 1998, approximately 67% of product sales were generated in
the  United  States, 22% in Europe and 11% in other international
markets.

     The Company expects that foreign sales in the current fiscal
year  will  continue  to  account for a  substantial  portion  of
product   sales.    Continued  economic  and   currency   related
uncertainty in a number of foreign countries, especially in  Asia
and  Latin  America, could reduce the Company's future  sales  to
these markets.

      Costs  and Expenses.    The cost of product sales increased
as  a percentage of product sales to 53% in the first quarter  of
fiscal 1999 from 51% in the first quarter of fiscal 1998.  In the
current quarter, these costs increased as a percentage of product
sales primarily due to a decrease in the DXA selling prices which
was  partially  offset by an increase in the selling  prices  and
volume related manufacturing efficiencies of the increased mini c-
arm sales this quarter.

      Research  and  development expenses increased  5%  to  $2.5
million (10% of total revenues) in the current quarter from  $2.4
million  (9%  of total revenues) in the first quarter  of  fiscal
1998  primarily due to the addition of engineering personnel  and
outside  consultants working on the development of  new  products
and product enhancements.

     Selling and marketing expenses decreased 22% to $5.3 million
(22%  of  product sales) in the current quarter from $6.7 million
(27%  of  product  sales)  in the first quarter  of  fiscal  1998
primarily  due  to a decrease in sales commissions  paid  to  PSS
based on the lower sales volume in the primary care market in the
United States.

     General and administrative expenses are relatively unchanged
at  $2.2  million (9% of total revenues) in the first quarter  of
fiscal  1999  compared to $2.3 million (9% of total revenues)  in
the first quarter of fiscal 1998.

      Interest  Income.   Interest income was approximately  $1.3
million in the current quarter and in the first quarter of fiscal
1998.

      Other  Expense.  In the first quarters of fiscal  1999  and
1998,  the  Company  incurred other  expenses  of   approximately
$31,000 and $89,000 respectively. In the current quarter,  these
expenses   were   primarily  attributable  to  foreign   currency
transaction  losses.  In the first quarter of fiscal 1998,  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.  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 of credit 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 1999 and 1998.  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 26, 1998, working capital was approximately $98
million,  and  cash, cash equivalents and short-term  investments
totaled  $73 million.  The cash, cash equivalents and  short-term
investments  balance decreased approximately  $2.8  million  from
September  26,  1998  primarily  due  to  payments  for  facility
renovations  and an increase in accounts receivable,  which  were
partially offset by other operating activities which included net
income of $2.0 million and an increase in accounts payable.   The
Company  finances certain sales to Latin America over  a  two-to-
three  year  time-frame.  At December 26, 1998, the  Company  had
total  accounts  receivable  outstanding  of  approximately  $8.0
million relating to these sales, of which $2.5 million were long-
term and included in other assets.  As of December 26, 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 quarter of 1999, the Company purchased
approximately $300,000 of property and equipment, which consisted
primarily of computers.

      In fiscal 1998, the Company purchased a 200,000 square foot
building  for approximately $20 million in cash, and has incurred
approximately  $5 million for renovations of which  $2.5  million
has  been paid to-date.  The Company moved its headquarters  into
this  facility  on  January  25,  1999.   The  Company  does  not
currently  have any 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.

Year 2000 Readiness Disclosure

      The  year 2000 (Y2K) issue is the potential for system  and
processing  failure  of  date-related  data  and  the  result  of
computer-controlled systems using two digits rather than four  to
define  the applicable year. For example, computer programs  that
have  date-sensitive software may recognize a date using "00"  as
the  year  1900 rather than the year 2000. Systems  that  do  not
properly  recognize  date-sensitive  information  when  the  year
changes  to 2000 could generate system failure or miscalculations
causing disruptions of operations, including, among other things,
a  temporary inability to process transactions, send invoices  or
engage in similar ordinary business activities.  The Company  has
defined  Y2K  compliance  as the ability  for  the  Company,  its
products and suppliers to continue normal business activities  in
the year 2000 and beyond.

      The Company is evaluating the Y2K issue with respect to its
financial  and management information systems, its  products  and
its  suppliers. At this point in its assessment, the  Company  is
not  currently  aware  of any Y2K problems  that  are  reasonably
likely  to  have  a  material effect on the  Company's  business,
results of operations or financial condition, without taking into
account the Company's efforts to avoid such problems.

      The Company is completing its review of its management  and
information  systems for Y2K compliance and has identified  other
application  software  and hardware which  must  be  upgraded  to
become  Y2K  compliant. The Company believes that its  accounting
and  information systems are currently compliant as a  result  of
installing  an  upgrade  version of the software  made  available
through  the  annual maintenance contract.  However, the  Company
uses other application hardware and software which may not be Y2K
complaint.   Most upgrades for these programs are also  available
as  part  of an annual maintenance program.  The Company believes
that  it already has and installed most of the necessary upgrades
for  these  programs or that the upgrades for  the  programs  are
otherwise available without material expenditure by the  Company.
The  Company  anticipates that it will be able to complete,  test
and  implement all upgrades of this software that may be material
to  its  business  on  a timely basis.  There  is  a  risk  that,
notwithstanding  its  internal review, if  the  Company  has  not
properly identified all year 2000 compliance issues with  respect
to its management and information systems, the Company may not be
able  to  implement all necessary changes to these systems  on  a
timely basis and within budget. Such a failure could result in  a
material  disruption  to  the Company's business,  including  the
inability to track and fill orders on a timely basis, which could
have  a  material  adverse  effect on its  business,  results  of
operations and financial condition.

      The  Company  has evaluated its DXA products  currently  in
production  and they are Y2K compliant as of the end  of  January
1999.  The Company plans to make this software available, at  the
Company's expense, to its existing customers by the end of  April
1999.   These costs are not expected to be material.  The Company
has also identified certain older models of its DXA products that
will  need  computer hardware upgrades to become  Y2K  compliant.
The  Company  plans to offer users of these products  a  computer
upgrade at the customers' expense. The Company believes that  its
Sahara ultrasound bone sonometer is currently Y2K compliant.

      The  Company  is  also exposed to the risk  that  it  could
experience  material  shipment delays from  its  major  component
suppliers  or material sales delays from its major customers  due
to   year   2000  issues  relating  either  to  their  management
information  or production systems.  The Company has inquired  of
these  suppliers  in  an  attempt to ascertain  their  year  2000
readiness.  At this time, the Company is unable to  estimate  the
nature  or extent of any potential adverse impact resulting  from
the   failure  of  third  parties,  such  as  its  suppliers  and
customers, to achieve year 2000 compliance. Moreover, such  third
parties,   even   if   year  2000  compliant,  could   experience
difficulties  resulting  from year 2000 issues  that  may  affect
their  suppliers, service providers and customers. As  a  result,
although the Company does not currently anticipate that  it  will
experience any material shipment delays from their major  product
suppliers  or any material sales delays from its major  customers
due  to  year  2000 issues, these third parties could  experience
year  2000 problems that could have a material adverse effect  on
the  Company's  business,  results of  operations  and  financial
condition.


     Apart from its activities described above, the Company  does
not  have  and  does  not plan to develop a contingency  plan  to
address  Y2K  issues.  Should any unanticipated  significant  Y2K
issues   arise,  the  Company's  failure  to  implement  such   a
contingency  plan  could have a material adverse  affect  on  its
business, financial condition and results of operations.

      To  the  extent  that  the Company does  not  identify  any
material non-compliant year 2000 issues affecting the Company  or
third parties, such as the Company's suppliers, service providers
and  customers, the most reasonably likely worst case  year  2000
scenario is a systemic failure beyond the control of the Company,
such as a prolonged telecommunications or electrical failure,  or
a   general  disruption  in  United  States  or  global  business
activities that could result in a significant economic  downturn.
The  Company  believes that the primary business  risks,  in  the
event of such failure or other disruption, would include but  not
be  limited to, loss of customers or orders, increased  operating
costs,   inability  to  obtain  inventory  on  a  timely   basis,
disruptions in product shipments, or other business interruptions
of  a  material  nature,  as  well as  claims  of  mismanagement,
misrepresentation, or breach of contract, any of which could have
a  material adverse effect on the Company's business, results  of
operations and financial condition.

Item  3.     Quantitative  and Qualitative  Disclosure  About
             Market Risk.

             Not applicable.


                                
                   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:
          (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 4, 1999              /s/    S. David Ellenbogen
- ----------------             ---------------------------
Date                          S. David Ellenbogen
                              Chairman and Chief Executive Officer





February 4, 1999              /s/    Glenn P. Muir
- ----------------             -----------------------------
Date                          Glenn P. Muir
                              Vice President, Finance and Treasurer
                              (Principal Financial and Chief
                               Accounting Officer)



                                
                                




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the financial statements in the Company's quarterly report
on Form 10-Q for the period ended December 26, 1998.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-25-1999
<PERIOD-END>                               DEC-26-1998
<CASH>                                          48,436
<SECURITIES>                                    24,637
<RECEIVABLES>                                   33,216
<ALLOWANCES>                                     2,100
<INVENTORY>                                     20,478
<CURRENT-ASSETS>                               132,927
<PP&E>                                          35,210
<DEPRECIATION>                                   6,621
<TOTAL-ASSETS>                                 177,563
<CURRENT-LIABILITIES>                           34,976
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           134
<OTHER-SE>                                     143,037
<TOTAL-LIABILITY-AND-EQUITY>                   177,563
<SALES>                                         23,914
<TOTAL-REVENUES>                                24,632
<CGS>                                           12,791
<TOTAL-COSTS>                                   22,677
<OTHER-EXPENSES>                                    31
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  3,177
<INCOME-TAX>                                     1,140
<INCOME-CONTINUING>                              2,037
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,037
<EPS-PRIMARY>                                      .15
<EPS-DILUTED>                                      .15
        

</TABLE>


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