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 *
  Carelli Charles R Jr
 2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2004		 3. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [EXAS]
(Last)
(First)
(Middle)
C/O EXACT SCIENCES CORPORATION, 100 CAMPUS DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Prin. Acct. Off. & Corp. Ctlr.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MARLBORO, MA 01752		 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)

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 (right to buy)   (1) 11/09/2004 Common Stock, $.01 par value per share 20,000 $ 3.04 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carelli Charles R Jr
C/O EXACT SCIENCES CORPORATION
100 CAMPUS DRIVE
MARLBORO, MA 01752		       Prin. Acct. Off. & Corp. Ctlr.  

Signatures

/s/ Charles R. Carelli, Jr. 11/11/2004
**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) Option is subject to a four year vesting schedule, with 25% of the option becoming exercisable November 9, 2005, and 2.083% of the option becoming exercisable on the first day of each subsequent one month period thereafter until fully exercisable.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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