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)
11/02/2007
(Street)

BEDFORD, MA 01730
4. If Amendment, Date Original Filed(Month/Day/Year)
11/06/2007
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) (4) 11/02/2007   M   60,000 A $ 26.99 189,064 D  
Common Stock (2) (4) 11/02/2007   S   60,000 D $ 65.7957 129,064 D  
Common Stock (1) (4) 11/05/2007   M   60,000 A $ 26.99 189,064 D  
Common Stock (2) (4) 11/05/2007   S   60,000 D $ 66.5229 129,064 D  

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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 (1) (4) $ 26.99 11/02/2007   M   60,000   10/22/2007 01/23/2011 Common Stock 60,000 (3) 78,112 D  
Nonqualified Stock Option (1) (4) $ 26.99 11/05/2007   M   60,000   10/22/2007 01/23/2011 Common Stock 60,000 (3) 18,112 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) Originally issued under Cytyc Corporation's 2004 Omnibus Stock Plan in transactions exempt from Section 16 under Rule 16b-3.
(2) The sale reported on this Form 4 was made pursuant to a written trading plan adopted in accordance with SEC Rule 10b-5 on September 14, 2007.
(3) Price not applicable to this transaction.
(4) This Form 4/A, includes amendments to the amount of securities beneficially owned following the reported transactions as the share numbers in the original filing were overstated by 810 shares. This amendment carries through forms filed from November 7, 2007 through November 29, 2007 except for the forms filed on November 14, 2007 and November 16, 2007 for which separate amendments have been filed. The amount of securities beneficially owned following reported transactions is correctly reported in the Form 4s filed on December 10, 2007, and the forms filed thereafter. No amendments are made to such filing by way of this amendment.

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