Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Brady David J
2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2009
3. Issuer Name and Ticker or Trading Symbol
HOLOGIC INC [HOLX]
(Last)
(First)
(Middle)
35 CROSBY DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Human Resources
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BEDFORD, MA 01730
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 32,044
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (1) 11/06/2013 Common Stock 50,000 $ 3.5625 D  
Non-Qualified Stock Option (right to buy)   (2) 10/31/2015 Common Stock 20,000 $ 13.865 D  
Non-Qualified Stock Option (right to buy)   (3) 11/13/2015 Common Stock 40,000 $ 14.5 D  
Non-Qualified Stock Option (right to buy)   (4) 02/28/2016 Common Stock 20,000 $ 23.915 D  
Non-Qualified Stock Option (right to buy)   (5) 01/16/2015 Common Stock 44,000 $ 33.31 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brady David J
35 CROSBY DRIVE
BEDFORD, MA 01730
      SVP, Human Resources  

Signatures

By: Mark J. Casey, Attorney-In-Fact For: David J. Brady 03/13/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This non-qualified stock option was originally issued on November 6, 2003 pursuant to the Second Amended and Restated 1999 Equity Incentive Plan and became exercisable in four equal annual installments beginning November 6, 2004.
(2) This non-qualified stock option was originally issued on October 31, 2005 pursuant to the Second Amended and Restated 1999 Equity Incentive Plan and was accelerated as a result of the business combination with Cytyc on October 22, 2007 pursuant to a change in control provision within the grant.
(3) This non-qualified stock option was originally issued on November 13, 2008 pursuant to the 2008 Equity Incentive Plan and becomes exercisable in five equal annual installments beginning November 13, 2009.
(4) This non-qualified stock option was originally issued on February 28, 2006 pursuant to the Second Amended and Restated 1999 Equity Incentive Plan and becomes exercisable in five equal annual installments beginning February 28, 2007.
(5) This non-qualified stock option was originally issued on January 16, 2008 pursuant to the Second Amended and Restated 1999 Equity Incentive Plan and becomes exercisable in five equal annual installments beginning January 16, 2009.

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