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 *   Berger Barry M 2. Date of Event Requiring Statement (Month/Day/Year) 10/14/2009 3. Issuer Name and Ticker or Trading Symbol EXACT SCIENCES CORP [EXAS] (Last) (First) (Middle) C/O EXACT SCIENCES, 505 S. ROSA ROAD, STE 123 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Medical Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MADISON, WI 53719 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 16,358 (1) I By 401(k) plan Common Stock 38,878 D Â

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
Stock Option	  (2)	02/11/2012	Common Stock	4,688	$ 7.93	D	Â
Stock Option	  (2)	02/12/2013	Common Stock	15,000	$ 6.78	D	Â
Stock Option	  (2)	02/11/2014	Common Stock	20,000	$ 7.72	D	Â
Stock Option	  (2)	12/23/2014	Common Stock	60,000	$ 3.61	D	Â
Stock Option	  (2)	02/17/2015	Common Stock	20,000	$ 4.22	D	Â
Stock Option	  (2)	02/16/2016	Common Stock	35,000	$ 2.61	D	Â
Stock Option	  (3)	02/15/2017	Common Stock	75,000	$ 2.77	D	Â
Stock Option	  (4)	09/04/2017	Common Stock	75,000	$ 2.9	D	Â
Stock Option	  (5)	02/21/2018	Common Stock	90,000	$ 1.83	D	Â
Stock Option	  (6)	04/27/2019	Common Stock	250,000	$ 1.43	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Berger Barry M C/O EXACT SCIENCES 505 S. ROSA ROAD, STE 123 MADISON, WI 53719	Â	Â	  Chief Medical Officer	Â

Signatures

June Fontana, Power of Attorney		10/26/2009
**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)	Represents shares of common stock owned through the Issuer's 401(k) plan based on a plan statement dated as of September 30, 2009
(2)	These options are fully vested.
(3)	This option was granted on February 15, 2007 and vests in equal monthly installments over the three years following the date of grant.
(4)	This option was granted on September 4, 2007 and vests in equal monthly installments over the three years following the date of grant.
(5)	This option was granted on February 21, 2008 and vests in equal monthly installments over the four years following the date of grant.
(6)	This option vests in four equal installments beginning on April 27, 2010

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