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 10, 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.)


100 CAMPUS DRIVE, MARLBOROUGH MASSACHUSETTS                   01752
-----------------------------------------------             ---------
(Address of Principal Executive Offices)                    (Zip Code)


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




ITEM 9.  REGULATION FD DISCLOSURE

On December 10, 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.





                                   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 10, 2003                        By: /s/ JOHN A. MCCARTHY, JR.
                                            -------------------------
                                            John A. McCarthy, Jr.
                                            Executive Vice President, Chief
                                            Financial Officer and Treasurer






                                  EXHIBIT INDEX

EXHIBIT NUMBER    DESCRIPTION

99.1   Press Release dated December 10, 2003.