Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

On March 6, 2009, EXACT Sciences Corporation (the "Company") received a letter from The NASDAQ Stock Market ("NASDAQ") advising that for the prior 10 consecutive trading days, the Company's market value of listed securities was below the minimum $35,000,000 requirement for continued inclusion on The NASDAQ Capital Market under Marketplace Rule 4310(c)(3) (the "Rule"). NASDAQ also noted that the Company does not comply with either of the other alternatives for compliance with the Rule, which require minimum stockholders' equity of $2,500,000 or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, respectively. This notification has no effect on the listing of the Company's common stock at this time. The Company will be provided 90 calendar days, or until June 4, 2009, to regain compliance with the Rule. If at any time before June 4, 2009, the Company's market value of listed securities is $35,000,000 or more for a minimum of 10 consecutive business days, the NASDAQ staff will determine if the Company complies with the Rule.

If the Company does not regain compliance with the Rule by June 4, 2009, NASDAQ will provide the Company with written notification that the Company's common stock will be delisted from the NASDAQ Capital Market. At that time, the Company may appeal the delisting determination to a NASDAQ Listings Qualifications Panel pursuant to applicable NASDAQ rules. The Company is currently evaluating its alternatives to resolve the listing deficiency.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release issued by the registrant on March 9, 2009.

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