8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT



                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported): JULY 16, 2002
                                                           -------------


                           EXACT SCIENCES CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
                 ----------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


      000-32179                                           02-0478229
- -------------------------                     ---------------------------------
(Commission File Number)                      (IRS Employer Identification No.)


63 GREAT ROAD, MAYNARD, MASSACHUSETTS                       01754
- ----------------------------------------                  ----------
(Address of Principal Executive Offices)                  (Zip Code)


Registrant's telephone number, including area code:  (978) 897-2800
                                                     --------------





ITEM 5.  OTHER EVENTS.

         On July 16, 2002, EXACT Sciences Corporation issued a press release, a
copy of which is being filed as Exhibit 99.1 to this Current Report on Form 8-K,
such press release being incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

99.1     Press Release dated July 16, 2002.


                                       2





                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   EXACT Sciences Corporation


July 17, 2002                      By:      /s/  JOHN A. MCCARTHY, JR.
                                            -----------------------------------
                                            John A. McCarthy, Jr.
                                            Executive Vice President, Chief
                                            Operating Officer, Chief Financial
                                            Officer and Treasurer


                                       3





                                  EXHIBIT INDEX

EXHIBIT NUMBER             DESCRIPTION

99.1                       Press Release dated July 16, 2002.


                                       4

EX-99.1

                                                                    EXHIBIT 99.1


MAYNARD, MASS. - JULY XX, 2002 - EXACT Sciences Corporation (NASDAQ: EXAS)
announced today that it will host a conference call for its second quarter 2002
financial and operating results on Tuesday, July 23, 2002 at 8:30 a.m. EDT. A
live Webcast of the conference call can be accessed at www.exactsciences.com
through the Investor Relations link. The conference call and the Webcast are
open to all interested parties. An archived version of the Webcast will be
available at EXACT Sciences' Web site, www.exactsciences.com, through the
Investor Relations link, for one month. A replay of the conference call also
will be available for 48 hours, following the completion of the live call.

         EXACT Sciences will announce its second quarter 2002 financial and
operating results on Monday, July 22, 2002, after the close of regular market
trading hours. Information for the call is as follows:

Domestic callers:             877-297-4509

International callers:        973-935-2101

The conference call replay information is as follows:

Domestic callers:             877-519-4471

International callers:        973-341-3080

PIN #                         3384217

The webcast is also being distributed over CCBN's Investor Distribution Network
to both institutional and individual investors. Individual investors can listen
to the call through CCBN's individual investor center at
www.companyboardroom.com or by visiting any of the investor sites in CCBN's
Individual Investor Network. Institutional investors can access the call via
CCBN's password-protected event management site, StreetEvents
(www.streetevents.com).

ABOUT EXACT SCIENCES CORPORATION

EXACT Sciences Corporation is an applied genomics company that has developed
proprietary technologies that may be used for the early detection of several
common cancers. EXACT Sciences has selected colorectal cancer as the first
application of its technologies. Colorectal cancer is the most deadly cancer
among non-smokers, and is curable if detected early. Despite the availability of
colorectal cancer screening and diagnostic tests for more than 20 years, the
rate of early detection of colorectal cancer remains low. EXACT Sciences
believes its genomics-based technologies will enable early detection of
colorectal cancer so that more people can be effectively treated. Founded in
1995, EXACT Sciences is based in Maynard, Mass. Detailed information on EXACT
Sciences can be found on the World Wide Web at www.exactsciences.com.

For further information:

Media:

Amy Turner
Fleishman-Hillard
P: (617) 267-8223
E: turnera@fleishman.com

Investor Relations and Corporate Communications:

Amy Hedison
EXACT Sciences
P: (978) 897-2800, ext. 252
E: ahedison@exactsciences.com