Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

COWARD D SCOTT

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/30/2020

3. Issuer Name and Ticker or Trading Symbol

EXACT SCIENCES CORP [EXAS]

(Last) (First) (Middle)

C/O EXACT SCIENCES CORP., 5505 ENDEAVOR LANE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer /

(Street)

MADISON, WI 53719

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1301	D
Common Stock	4073	I	Held in 401(k) Plan

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	12850	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	10050	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	9789	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	15888	⁽²⁾	D
Stock Option (right to buy)	⁽⁶⁾	⁽⁶⁾	Common Stock	18750	$21.68	D
Stock Option (right to buy)	⁽⁷⁾	⁽⁷⁾	Common Stock	8350	$44.37	D
Stock Option (right to buy)	⁽⁸⁾	⁽⁸⁾	Common Stock	8090	$92.62	D
Stock Option (right to buy)	⁽⁹⁾	⁽⁹⁾	Common Stock	12875	$98.18	D

Explanation of Responses:
(1)	Represents a restricted stock unit award that vests in full on February 23, 2021.
(2)	Each restricted stock unit represents a contingent right to receive one share of common stock.
(3)	Represents a restricted stock unit award that vests in two equal annual installments beginning on February 27, 2021.
(4)	Represents a restricted stock unit award that vests in three equal annual installments beginning on February 26, 2021.
(5)	Represents a restricted stock unit award that vests in four equal annual installments beginning on February 14, 2021.
(6)	These options vest and become exercisable in full on February 23, 2021.
(7)	These options vest and become exercisable in two equal annual installments beginning on February 27, 2021.
(8)	These options vest and become exercisable in three equal annual installments beginning on February 26, 2021.
(9)	These options vest and become exercisable in four equal annual installments beginning on February 14, 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COWARD D SCOTT C/O EXACT SCIENCES CORP. 5505 ENDEAVOR LANE MADISON, WI 53719			Chief Administrative Officer