Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 23, 2008, based on the recommendation of the Corporate Governance and Nominating Committee of EXACT Sciences Corporation (the "Company"), the Board of Directors of the Company (the "Board") elected Michael E. Singer to the Board. Mr. Singer has not been elected to any committees of the Board.

Item 7.01 Regulation FD Disclosure.

On November 25, 2008, the Company issued a press release announcing Mr. Singer's appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release issued by the registrant on November 25, 2008, furnished herewith.

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