Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SULLIVAN PATRICK J
  2. Issuer Name and Ticker or Trading Symbol
HOLOGIC INC [HOLX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
35 CROSBY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2007
(Street)

BEDFORD, MA 01730
4. If Amendment, Date Original Filed(Month/Day/Year)
10/25/2007
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 10/22/2007   A   106,209 A (1) 106,209 D  
Common Stock (2) 10/22/2007   A   22,855 A $ 0 129,064 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Option (3) (4) $ 26.99 10/22/2007   A   282,847   10/22/2007 01/23/2011 Common Stock 282,847 (3) 282,847 D  
Nonqualified Stock Option (3) (4) $ 28.51 10/22/2007   A   288,337   10/22/2007 01/30/2011 Common Stock 288,337 (3) 288,337 D  
Nonqualified Stock Option (3) (4) $ 31.82 10/22/2007   A   381,305   10/22/2007 01/10/2012 Common Stock 381,305 (3) 381,305 D  
Nonqualified Stock Option (3) (4) $ 14.05 10/22/2007   A   146,091   10/22/2007 08/19/2009 Common Stock 146,091 (3) 146,091 D  
Incentive Stock Option (3) (4) $ 16.46 10/22/2007   A   12,156   10/22/2007 11/20/2009 Common Stock 12,156 (3) 12,156 D  
Nonqualified Stock Option (3) (4) $ 16.46 10/22/2007   A   203,134   10/22/2007 11/20/2009 Common Stock 203,134 (3) 203,134 D  
Incentive Stock Option (3) (4) $ 31.62 10/22/2007   A   3,162   10/22/2007 02/09/2011 Common Stock 3,162 (3) 3,162 D  
Nonqualified Stock Option (3) (4) $ 31.62 10/22/2007   A   150,617   10/22/2007 02/09/2011 Common Stock 150,617 (3) 150,617 D  
Incentive Stock Option (3) (4) $ 36.93 10/22/2007   A   2,708   10/22/2007 01/24/2012 Common Stock 2,708 (3) 2,708 D  
Nonqualified Stock Option (3) (4) $ 36.93 10/22/2007   A   151,071   10/22/2007 01/24/2012 Common Stock 151,071 (3) 151,071 D  
Incentive Stock Option (3) (4) $ 36.64 10/22/2007   A   2,728   10/22/2007 01/23/2013 Common Stock 2,728 (3) 2,728 D  
Nonqualified Stock Option (3) (4) $ 36.64 10/22/2007   A   74,161   10/22/2007 01/23/2013 Common Stock 74,161 (3) 74,161 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SULLIVAN PATRICK J
35 CROSBY DRIVE
BEDFORD, MA 01730
  X      

Signatures

 /s/ Mark J. Casey, Attorney-in-Fact For: Patrick J. Sullivan   01/15/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in exchange for shares of Cytyc Corporation common stock in connection with the merger of Cytyc Corporation with Nor'easter Corp., a wholly-owned subsidiary of Hologic, Inc. (the "Merger"). On the effective date of the Merger, the closing price of Hologic Inc.'s common stock was $65.63 per share.
(2) These shares represent restricted stock units (RSUs) awarded to the Reporting Person pursuant to a retention agreement under the Hologic, Inc. Second Amended and Restated 1999 Stock Incentive Plan and are subject to vesting as provided in the retention agreement.
(3) Received in the Merger in exchange for an option to purchase shares of Cytyc Corporation common stock.
(4) The amendments reported in this form 4/A, including changes to the number of the securities acquired, amount of securities underlying the derivative securities, number of derivative securities beneficially owned following reported transaction, exercise price, date exercisable and expiration date carry through all forms filed during the period from October 24, 2007 through December 10, 2007 except for the forms filed on November 6, 2007, November 14, 2007 and November 16, 2007 and the forms filed on December 10, 2007 reporting transactions during the period October 24, 2007 through October 31, 2007 for which separate amendments have been filed. The items amended by this amendment were correctly reported on the Form 4 filed on January 14, 2008 and no amendments are made to such filing by way of this amendment.

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