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): JANUARY 21, 2003


                           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 January 21, 2003, 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 January 21, 2003.




                                   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


January 22, 2003                         By: /s/ John A. McCarthy, Jr.
                                             ----------------------------------
                                             John A. McCarthy, Jr.
                                             Executive Vice President, Chief
                                             Operating Officer, Chief Financial
                                             Officer and Treasurer





                                  EXHIBIT INDEX

EXHIBIT NUMBER    DESCRIPTION

99.1              Press Release dated January 21, 2003.

EX-99.1

                                                                  EXHIBIT 99.1

MAYNARD, MASS. - JANUARY 21, 2003 - EXACT Sciences Corporation (NASDAQ: EXAS)
announced today that it will host a conference call for its fourth quarter and
year-end 2002 financial and operating results on Tuesday, January 28, 2003 at
8:30 a.m. EST. 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 fourth quarter and year-end 2002 financial and
operating results on Monday, January 27, 2003, after the close of regular market
trading hours. Information for the call is as follows:

Domestic callers:             888-371-9318
International callers:        973-935-2100

The conference call replay information is as follows:

Domestic callers:             877-519-4471
International callers:        973-341-3080
PIN #                         3681698

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.

CONTACT:

Media Contact
Amy Turner, 617/267-8223
turnera@fleishman.com
or
Investor Relations
Amy Hedison, 978/897-2800, x252
ahedison@exactsciences.com