FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * COWARD D SCOTT   2. Issuer Name and Ticker or Trading Symbol EXACT SCIENCES CORP [EXAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Administrative Officer (Last) (First) (Middle) C/O EXACT SCIENCES CORP., 441 CHARMANY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2019 (Street) MADISON, WI 53719 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/26/2019   M   21,400 (1) A $ 0 107,070 D   Common Stock 02/27/2019   S   9,803 (2) D $ 95.074 97,267 D   Common Stock 02/27/2019   M   5,025 (3) A $ 0 102,292 (4) D   Common Stock               3,882 I Held in 401(K) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(5)

02/26/2019

M

21,400

(6)

(6)

Common Stock

21,400

$ 0

21,400

D

Stock Option (right to buy)

$ 92.62

02/26/2019

A

10,786

02/26/2020(7)

02/26/2029

Common Stock

10,786

$ 0

10,786

D

Restricted Stock Units

(5)

02/26/2019

A

13,051

(8)

(8)

Common Stock

13,051

$ 0

13,051

D

Restricted Stock Units

(5)

02/27/2019

M

5,025

(9)

(9)

Common Stock

5,025

$ 0

15,075

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COWARD D SCOTT C/O EXACT SCIENCES CORP. 441 CHARMANY DRIVE MADISON, WI 53719			Chief Administrative Officer

Signatures

/s/ D. Scott Coward by Mark R. Busch, attorney-in-fact		02/28/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of common stock received upon vesting of a restricted stock unit award on February 26, 2019.
(2)	Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 Plan to pay withholding taxes due in connection with the vesting of certain restricted stock units on February 26, 2019.
(3)	Represents shares of common stock received upon vesting of a restricted stock unit award on February 27, 2019.
(4)	In addition to the shares of Common Stock reported on this Form 4, which total 106,174 shares, Mr. Coward also holds, in the aggregate, an additional 256,237 vested and unvested options to purchase shares of Common Stock and restricted stock units, with each restricted stock unit representing a contingent right to receive one share of Common Stock.
(5)	Each restricted stock unit represents a contingent right to receive one share of common stock.
(6)	Represents a restricted stock unit award granted on February 26, 2016 that partially vested on February 26, 2019. The restricted stock units vest in four equal annual installments beginning on February 26, 2017.
(7)	These options vest and become exercisable in four equal annual installments beginning on the first anniversary of the grant date.
(8)	These restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant date.
(9)	Represents a restricted stock unit award granted on February 27, 2018 that partially vested on February 27, 2019. The restricted stock units vest in four equal annual installments beginning on February 27, 2019.

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