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 *
Carelli Charles R Jr
   2. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [EXAS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVR, CFO, Treasurer & Secretar
(Last)
(First)
(Middle)
EXACT SCIENCES CORPORATION, 100 CAMPUS DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/31/2009
(Street)

MARLBOROUGH, MA 01752		 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

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
Stock Option (right to buy) $ 2.9 03/31/2009   D     100,000   (1) 09/04/2017 Common Stock 100,000 $ 0.04 (2) 0 D  
Stock Option (right to buy) $ 2.77 03/31/2009   D     75,000   (3) 02/15/2017 Common Stock 75,000 $ 0.04 (2) 0 D  
Stock Option (right to buy) $ 3.07 03/31/2009   D     25,000   (4) 04/11/2016 Common Stock 25,000 $ 0.04 (2) 0 D  
Stock Option (right to buy) $ 2.61 03/31/2009   D     25,000   (5) 02/16/2016 Common Stock 25,000 $ 0.04 (2) 0 D  
Stock Option (right to buy) $ 2.65 03/31/2009   D     30,000   (6) 07/29/2015 Common Stock 30,000 $ 0.04 (2) 0 D  
Stock Option (right to buy) $ 3.28 03/31/2009   D     20,000   (5) 11/09/2014 Common Stock 20,000 $ 0.04 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Carelli Charles R Jr
EXACT SCIENCES CORPORATION
100 CAMPUS DRIVE
MARLBOROUGH, MA 01752		       SVR, CFO, Treasurer & Secretar  

Signatures

 Charles R. Carelli   07/02/2009
**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 option becomes exercisable in equal monthly installments over a three year period beginning October 4, 2007, with 2.7778% of the option becoming exercisable on each subsequent one month anniversary thereafter until fully exercisable.
(2) The option was canceled by mutual agreement of the reporting person and EXACT Sciences Corporation. The reporting person received an aggregate of $10,900 as consideration for the cancellation of the options listed on this Form 4.
(3) The option becomes exercisable in equal monthly installments over a three year period beginning March 15, 2007, with 2.7778% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully exercisable.
(4) The option becomes exercisable in equal monthly installments over a three year period beginning May 11, 2006, with 2.7778% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully exercisable.
(5) The option is currently exercisable.
(6) The option is subject to a four year vesting schedule, with 25% of the option becoming exercisable July 29, 2006 and 2.0833% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully exercisable.

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