(b) On April 23, 2009, Michael E. Singer informed EXACT Sciences Corporation (the "Company") that he will not stand for re-election to the Company's Board of Directors when his term expires at the Company's upcoming 2009 annual meeting of stockholders on July 17, 2009.

(d) On April 24, 2009, based on the recommendation of the Corporate Governance and Nominating Committee, the Company's Board of Directors elected Katherine Napier as a Class I member of the Board and James Connelly as a Class II member of the Board. Ms. Napier and Mr. Connelly have not been elected to any committees of the Board.

On April 24, 2009, the Board approved an amendment and restatement of
Section 1.10 of Article I of the Company's Amended and Restated By-laws, effective immediately. Section 1.10 was amended and restated to:

† clarify that compliance with the notice procedures set forth in the Amended and Restated By-Laws is the exclusive means for a stockholder to make nominations or submit other business at a meeting of stockholders (other than matters properly brought under Rule 14a-8 of the Securities Exchange Act of 1934, as amended);

† provide that a stockholder's written notice to bring a proposal or nomination before an annual meeting of stockholders must be received by the Secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting of stockholders;

† require that any stockholder making a proposal or nomination state in its advance notice whether such stockholder will solicit the Company's stockholders and whether such stockholder is party to any voting or other arrangement regarding the proposal or nomination;

† require that any stockholder making a proposal or nomination provide a statement of the equity holdings of such stockholder and its affiliates, including all "synthetic equity instruments" (e.g., derivatives, swaps, hedges, etc.), voting rights, rights to fees, dividends, or other material rights, and update such statement prior to the meeting; and

† require that any stockholder making a proposal or nomination provide updates and supplements to its advance notice, as necessary.

The full text of the amendment is attached hereto as Exhibit 3.1.

The description of the changes to Section 1.10 of the Amended and Restated By-laws is qualified in its entirety by reference to the copy of the amendment filed as Exhibit 3.1 to this Report on Form 8-K, which is incorporated by reference herein.

On April 27, 2009, the Company 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:

                 3.1                 Amendment to Amended and Restated By-laws of the
                 Company

                 99.1              Press Release issued by the Company on April 27, 2009,
                 furnished herewith