8-K

UNITED STATES
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):  March 18, 2008

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):

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

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On March 18, 2008, Patrick J. Zenner, the Executive Chairman of the Board of Directors of EXACT Sciences Corporation (the “Company”), stepped down from his position as interim Chief Executive Officer of the Company.  Mr. Zenner retained his current position on the Board of Directors of the Company.

(c)           On March 18, 2008, the Company promoted Jeffrey R. Luber to President and Chief Executive Officer, to serve until his successor is duly elected and qualified or until his earlier resignation or removal.  Mr. Luber, age 41, has served as President since July 2007, Senior Vice President, Chief Financial Officer and Treasurer from April 2006 to July 2007, and as General Counsel and Secretary from November 2002 to July 2007.  From February 2000 to November 2002, Mr. Luber served as Vice President of Finance and Administration, Legal Counsel and Secretary for Kaon Interactive Inc.  From March 1999 to February 2000, Mr. Luber was General Counsel for Community Rehab Centers, a private outpatient physical therapy company with operations in several states.  From December 1996 to March 1999, Mr. Luber was employed by Concentra Managed Care, Inc., a publicly-traded nationwide provider of managed care services, most recently as Assistant Vice President and Associate General Counsel.  Mr. Luber received his BS in business administration from Southern Connecticut State University, and his J.D. and M.B.A. from Suffolk University.

(d)           On March 18, 2008, based on the recommendation of the Corporate Governance and Nominating Committee of the Company, the Board of Directors of the Company elected Jeffrey R. Luber to its Board of Directors. Mr. Luber has not been elected to any committees of the Company’s Board of Directors.  There are no understandings or arrangements between Mr. Luber and any other person pursuant to which Mr. Luber was elected as a director.

Item 7.01               Regulation FD Disclosure.

On March 18, 2008, 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 Item 7.01 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:
	99.1	Press Release issued by the registrant on March 18, 2008, 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
March 18, 2008	By:	/s/ Charles R. Carelli, Jr.
		Charles R. Carelli, Jr.
		Senior Vice President, Chief Financial
		Officer, Treasurer and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the registrant on March 18, 2008, furnished herewith.

4

EX-99.1

Exhibit 99.1

Press Release

For further information:

Jeffrey Luber

President and Chief Executive Officer

EXACT Sciences Corporation

P: (508) 683-1275

EXACT Sciences Engages Investment Bank to Assist in Exploring Strategic Options

MARLBOROUGH, Mass — March 18, 2008 — EXACT Sciences Corporation (NASDAQ: EXAS) announced that the Company has retained Leerink Swann LLC to assist the Board of Directors in its evaluation of strategic alternatives for the business, including, but not limited to, the sale of EXACT or merger with another entity.  EXACT does not anticipate making another announcement in regard to this matter unless its Board has approved a definitive transaction.

The Company also announced that, effective today, the Board of Directors has promoted Jeffrey R. Luber from President to President and Chief Executive Officer of EXACT Sciences.   Mr. Luber will replace Patrick J. Zenner, who had been serving as interim Chief Executive Officer of EXACT since July 2007.  Mr. Luber will also become a member of EXACT’s Board of Directors.  Mr. Zenner has served as a member of the Board of Directors since 2003 and will continue to serve in his current role on the Board.

“The Board has strong confidence in Jeff and his team,” said Patrick J. Zenner, Executive Chairman of the Board of Directors, EXACT Sciences.  “We look forward to working with Jeff in his new role as we explore strategic options for the Company and shareholders.”

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 assay developed by LabCorp for colorectal cancer screening in the average-risk population and marketed by LabCorp under the name PreGen-Plus™.  EXACT Sciences believes its genomics-based technologies will help enable earlier detection of colorectal cancer so that more people can be effectively treated.  EXACT Sciences is based in Marlborough, Mass.  PreGen-Plus, the non-invasive colorectal cancer screening testing service offered by LabCorp, has not been approved or cleared by the U.S. Food & Drug Administration.

About Leerink Swann

Leerink Swann is a healthcare-focused investment banking firm that provides equity research, corporate finance, strategic advisory, and asset management services for institutional and life sciences clients.  For the past seven years, Institutional Investor has named Leerink Swann “Best of the Boutiques” in several healthcare categories.  For more information, visit www.leerink.com.

Certain statements made in this press release that are not based on historical information are express or implied forward-looking statements relating to, among other things, EXACT Sciences’ expectations concerning, among other things, the initiation of a process to explore strategic alternatives and future announcements by EXACT Sciences regarding the status of this process. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond EXACT Sciences’ control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things, the level of interest of potential buyers or strategic partners in engaging in a transaction with EXACT Sciences; the clinical performance and market acceptance of its technologies; the reproducibility of its research results in subsequent studies and in clinical practice; sufficient investment in the sales and marketing of tests using EXACT Sciences’ technologies; the success of its strategic relationship with LabCorp; the ability to convince Medicare and other third-party payors to provide adequate reimbursement for EXACT Sciences’ current and future technologies; the ability to convince medical practitioners to order tests using EXACT Sciences’ technologies; the ability to increase the performance of sDNA testing; the ability of EXACT Sciences or LabCorp to lower the cost of the sDNA testing through automating and simplifying key operational processes; the number of people who decide to be screened for colorectal cancer using EXACT Sciences’ technologies; and the ability to comply with federal and state statutes and regulations relating to EXACT Sciences’ products and services, including FDA requirements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. EXACT Sciences undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise. For additional disclosure regarding these and other risks faced by EXACT Sciences, see the disclosure contained in EXACT Sciences’ public filings with the Securities and Exchange Commission including, without limitation, its most recent Annual Report on Form 10-K.

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