UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No. 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stanley N. Lapidus

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
991,400 shares

6.

Shared Voting Power
- 0 - shares

7.

Sole Dispositive Power
991,400 shares

8.

Shared Dispositive Power
- 0 - shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
991,400 shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.15%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
EXACT Sciences Corporation

(b)

Address of Issuer’s Principal Executive Offices
100 Campus Drive
Marlborough, MA  01752

Item 2.

(a)

Name of Person Filing
Stanley N. Lapidus

(b)

Address of Principal Business Office or, if none, Residence
c/o EXACT Sciences Corporation
100 Campus Drive
Marlborough, MA  01752

(c)

Citizenship
United States

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
30063P105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

Mr. Lapidus may be deemed to beneficially own 991,400 shares of Common Stock reported as outstanding as of December 31, 2003.  This includes 34,823 shares of Common Stock beneficially owned by Joel Lapidus.  Mr. Lapidus expressly disclaims beneficial ownership of the 34,823 shares of Common Stock which are beneficially owned by Joel Lapidus.

(b)

Percent of class:   

5.15% (based on 19,249,252 shares of Common stock reported to be outstanding as of December 31, 2003, in the Issuer’s Form 10-K filed on February 2, 2004, as adjusted pursuant to Rule 13d-3(d)(1)).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

991,400 shares

(ii)

Shared power to vote or to direct the vote    

- 0 - shares

(iii)

Sole power to dispose or to direct the disposition of   

991,400 shares

(iv)

Shared power to dispose or to direct the disposition of   

- 0 - shares

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

February 9, 2004

Date

/s/ Stanley N. Lapidus

Signature

Stanley N. Lapidus

Name/Title