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 *
  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
 

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

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
      Chief Medical Officer  

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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