SEC 1745
(02-02)	
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 	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	
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
EXACT SCIENCES CORPORATION
(Name of Issuer)
 
Common Stock, $.01 par value
(Title of Class of Securities)
 
30063P105
(CUSIP Number)
 
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]	Rule 13d-1(b)	
[     ]	Rule 13d-1(c)	
[ X ]	Rule 13d-1(d)	
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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)	[     ]	
 	 	(b)	[     ]	
 	
 	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
1,005,686 shares	
	 	
	6.	Shared Voting Power
0 shares	
	 	
	7.	Sole Dispositive Power
1,005,686 shares	
	 	
	8.	Shared Dispositive Power
0 shares	
 	
 	9.	Aggregate Amount Beneficially Owned by Each Reporting Person
1,005,686 shares	
 	
 	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 	11.	Percent of Class Represented by Amount in Row (9)
5.272%	
 	
 	12.	Type of Reporting Person (See Instructions)
IN	

 
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Item 1.	
 	(a)	Name of Issuer
 EXACT Sciences Corporation	
 	(b)	Address of Issuer's Principal Executive Offices
 63 Great Road
Maynard, MA  01754	
 	
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
63 Great Road
Maynard, MA  01754	
 	(c)	Citizenship
 United States	
 	(d)	Title of Class of Securities
 Common Stock
$.01 par value per share	
 	(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:	
 	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 1,005,686 shares of Common Stock reported as outstanding as of December 31, 2002.  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: 	
 	 	5.272% (based on 19,048,067 shares of Common stock reported to be outstanding as of November 13, 2002, in the Issuer’s Form 10-Q filed on November 14, 2002, as adjusted pursuant to Rule 13d-3(d)(1)).	

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 	(c)	Number of shares as to which the person has:	
 	 	(i)	Sole power to vote or to direct the vote  1,005,686 shares	
 	 	(ii)	Shared power to vote or to direct the vote  0 shares	
 	 	(iii)	Sole power to dispose or to direct the disposition of  1,005,686 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	
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).	

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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 	February 11, 2003	
 	Date	
 	
/s/ Stanley N. Lapidus	
 	Signature	
 	
Stanley N. Lapidus	
 	Name/Title	

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