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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1. Name and Address of Reporting Person * Harding David   2. Issuer Name and Ticker or Trading Symbol HOLOGIC INC [HOLX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, International (Last) (First) (Middle) 35 CROSBY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2011 (Street) BEDFORD, MA 01730 4. If Amendment, Date Original Filed(Month/Day/Year) 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 05/09/2011   M   93,308 A $ 16.41 164,589 D   Common Stock (1) 05/09/2011   S   93,308 D $ 22.41 (1) 71,281 D   Common Stock 05/09/2011   M   50,000 A $ 18.465 121,281 D   Common Stock (2) 05/09/2011   S   50,000 D $ 22.41 (2) 71,281 D   Common Stock 05/09/2011   M   16,000 A $ 14.5 87,281 D   Common Stock (3) 05/09/2011   S   16,000 D $ 22.4 (3) 71,281 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

Non-Qualified Stock Option (right to buy)

$ 14.5

05/09/2011

M

16,000

(4)

11/13/2015

Common Stock

16,000

(5)

24,000

D

Non-Qualified Stock Option (right to buy)

$ 16.41

05/09/2011

M

93,308

(6)

10/04/2014

Common Stock

93,308

(5)

0

D

Non-Qualified Stock Option (right to buy)

$ 18.465

05/09/2011

M

50,000

(7)

01/24/2012

Common Stock

50,000

(5)

36,850

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Harding David 35 CROSBY DRIVE BEDFORD, MA 01730			SVP, International

Signatures

By: Mark J. Casey, Attorney-In-Fact For: David P. Harding		05/11/2011
**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)	The transaction reported herein reflects an aggregate of sales whose prices ranged between $22.40 and $22.445. The Reporting Person further undertakes, to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full disclosure with respect to the number of shares sold at each separate price.
(2)	The transaction reported herein reflects an aggregate of sales whose prices ranged between $22.40 and $22.438. The Reporting Person further undertakes, to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full disclosure with respect to the number of shares sold at each separate price.
(3)	The transaction reported herein reflects an aggregate of sales whose prices ranged between $22.40 and $22.415. The Reporting Person further undertakes, to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full disclosure with respect to the number of shares sold at each separate price.
(4)	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.
(5)	Price not applicable to this transaction.
(6)	This non-qualified stock option was originally issued pursuant to Cytyc Corporation's 2004 Omnibus Stock Plan on October 4, 2004 and became fully exercisable on October 22, 2007 in connection with the merger.
(7)	This non-qualified stock option was originally issued pursuant to Cytyc Corporation's 2004 Omnibus Stock Plan on January 24, 2006 and became fully exercisable on October 22, 2007 in connection with the merger.

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