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):  December 7, 2006

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.)
100 Campus Drive, Marlborough, Massachusetts	01752
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (508) 683-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01               Regulation FD Disclosure.

On December 7, 2006 EXACT Sciences Corporation issued a press release, a copy of which is being furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Report on Form 8-K 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:

99.1Press Release issued by the Registrant on December 7, 2006, furnished herewith.

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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
December 7, 2006		By:	/s/ Jeffrey R. Luber
			Jeffrey R. Luber
			Senior Vice President, Chief Financial Officer, Treasurer, General Counsel, and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the Registrant on December 7, 2006, furnished herewith.

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EX-99.1

Exhibit 99.1

	Press Release
For further information:
Jeffrey R. Luber SVP, Chief Financial Officer & General Counsel EXACT Sciences Corporation P: (508) 683-1211 E: jluber@exactsciences.com

EXACT Sciences to Webcast Panel Presentation at the RBC Capital Markets Health Care Conference

MARLBOROUGH, Mass — (December 7, 2006) — EXACT Sciences Corporation (NASDAQ: EXAS) announced today that Don Hardison, President and Chief Executive Officer, will participate in the panel discussion “Dx: What Your Central Lab Can Do For You” on Wednesday, December 13, 2006 at 10:00 a.m., ET as part of the 2006 RBC Capital Markets Healthcare Conference being held at the Westin New York at Times Square Hotel in New York City.

The panel discussion will be webcast live.  The webcast may be accessed at EXACT Sciences’ website, www.exactsciences.com, through the Investor Relations page.  An archived version of the webcast will be available for 30 days following the live presentation.

About EXACT Sciences Corporation

EXACT Sciences Corporation uses applied genomics to develop effective, patient-friendly screening technologies for use in the detection of cancer. Certain of its technologies have been licensed to Laboratory Corporation of America Holdings (LabCorp) for a stool-based DNA screening assay for colorectal cancer in the average-risk population. Colorectal cancer, which is the most deadly cancer among non-smokers, is generally 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, and deaths from colorectal cancer remain high. EXACT Sciences believes its genomics-based technologies will help enable detection of colorectal cancer so that more people can be effectively treated. Founded in 1995, EXACT Sciences is based in Marlborough, Mass.  PreGen-Plus(TM) has not been approved or cleared by the Food & Drug Administration.

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