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Euan S. Thomson, Ph.D.
Chief Executive Officer
Accuray Incorporated
1310 Chesapeake Terrace
Sunnyvale California 94089

Re: Accuray Incorporated
 Registration Statement on Form S-1
 Filed November 13, 2006
          File No. 333-138662
Dear Dr. Thomson:
We have the following comments to your  filing.  Where indicated, we think you
should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. It is unclear from the front cover page  and signature page of your registration
statement which entity has filed the regi stration statement and is registering the
securities.  Your disclosure on page II-2, indicating that “[p]rior to completion of
the offering, the Registrant will reincor porate in Delaware,” suggests that the
California corporation is the registrant but that the Delaware corporation will be
issuing the securities.  Pl ease note that the company that will be issuing the
securities needs to file th e registration statement.  Se e Securities Act Rule 405 for
the definition of “registrant.”  Please indicate whether the reincorporation will occur prior to effectiveness and revise your registration statement to clearly identify the entity that is both registeri ng and issuing the secur ities registered in
your Form S-1.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 2
2. Please update information you have provi ded throughout your prospectus as of
June 30, 2006 to a more recent practicable date.
Prospectus Cover Page
3. Please confirm that any preliminary prosp ectus you circulate will include all non-
Rule 430A information. This includes th e price range and related information
based on a bona fide  estimate of the public offering within that range. Also note
that we may have additional comments after you include this information.
Graphics
4. If you intend to add graphics to your pros pectus please provide us with copies so
that we may review them.
Prospectus Summary
5. The disclosure in the summary should be a balanced presentation of your
business. Please balance the descripti on of your competitive strengths with
equally prominent disclosure of the challenges you face and the risks and
limitations that could harm your business or inhibit your strategic plans.  For
example, but without limitation, balance your discussion of your product benefits
with a discussion of the ri sks your business faces from:
• the expected 25% decrease in the Me dicare payment rate for procedures
utilizing your product fo r the 2007 calendar year;
• the lack of long-term clinical data  supporting the efficacy of your product;
• your reliance on single source suppliers;
• the length and variabilit y of your sales cycle;
• regulatory risks resulting from your frequent product modifications and upgrades; and
• the significance to your business of in ternational sales a nd your dependence
on third-party distributors.
6. Please provide us independent, objective support for the statements regarding
your leadership and market standing. Fo r example, you indicate in the summary
and in other parts of your prospectus th at your products procedure “avoids many
of the potential risks and complications that are associated wi th other treatment
options and is more cost effective that traditional surgery” and that you have “a
well-established track reco rd of developing and deliv ering state-of-the-art
upgrades.”
7. Please disclose in your prospectus su mmary when your product received FDA
approval and when it received approval fo r indications outside the brain.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 3
8. In the forepart of the prospectus, incl uding the summary and the risk factors,
please limit the use of technical jargon and terms that may not be familiar to investors, including terms and abbreviations such as  “linear accelerator,” “image-
guidance technology,” “rigid frames,” “s terotactic frames,” gantry-based,”
“implanted fiducials” and “collimator cha nger.”  Where you believe it is essential
to use technical terms and abbreviations, please define them when you use them.
The Offering, page 6
9. We note the discussion that the inform ation in the prospectus assumes the
exercise of the warrants to purchase 525,000 shares of common stock immediately prior to the closing of th e offering. Please tell us the basis for
assuming the exercise of these warrants.  For example, discuss whether there is
there a firm commitment or other agreemen t for the exercise of these warrants.
Risk Factors, page 9
We must obtain and maintain regulatory approvals…, page 17
10. Please expand your discussion regarding the 12 month suspension of Japanese
regulatory approval.  For example, explai n what it means to have your distributor
fail to “coordinate product modifications and obtain necessary regulatory
clearances in a timely manner.”  Confirm that the cause of such suspension has since been resolved to the satisfaction of Japanese regulat ory authorities and
whether as a result of such suspension  you are subject to a probationary period.
Also clarify whether this distributor is  one of your current major shareholders.
Management’s Discussion and Analysis, page 35
11. Please revise the overview to add a ba lanced, executive-leve l discussion that
identifies the most important themes or other significant matters with which management is concerned primarily in evaluating the company’s financial condition and operating results.  Discu ss material business opportunities,
challenges and risks, such as those pr esented by known material trends and
uncertainties, on which the company’s executives are most focused, and the actions they are taking in response to th em.  For example, disclose whether you
are seeking to expand or reduce your shared ownership plans, why you chose to restructure your service pl ans and discontinue your legacy service plans and the
effects such restructuring has had on your  results of operation.  As another
example, disclose what consideration,  if any, management has given to the
challenges, risks and potential effects on your operating results, liquidity and
prospects resulting from the downward adjustment to Medicare reimbursement rates by at least 25% for treatments us ing your technology, as discussed in your
risk factor on pages 11 and 12 and on pa ge 66.  Discuss whether management has
contemplated the effect of such trend on its expectations disclosed on page 39 that

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 4
costs of revenue and certain expenses will decrease as a percentage of total net revenue as you realize economies of scal e. For further guidance on the content
and purpose of the “Overview,” see In terpretive Release No. 33-8350 on our
website.
Net revenue, page 39
12. Please revise to explain the types of revenue included in each of the four categories disclosed on the face of your statement of operations.
Recent Accounting Pronouncements, page 49
13. We see that you currently use SFAS 123 to account for share-based payment
transactions.  Please explain why you disc lose that the amounts disclosed within
your footnotes are not necessa rily indicative of the amounts that will be expensed
upon the adoption of SFAS 123-R.  Note that  if you use the fair value method to
account for share-based payments, the re quirements of paragraph 45(c) of SFAS
123 are not applicable.
Business, page 51
14. We note that you have identified Med itec/Marubeni Corporation as a 10%
customer on page F-10.  Please disclose in your business section the information
required by Item 101(c)(vii)  of Regulation S-K.
15. Please provide a brief history of your operations.  For example, we note you
entered into manufacturing agreements in 1991, yet did not receive approval to
sell your product in Japan in 1996 and in  the United States until 1999.  Explain
how you funded your development.
16. Specify the “various indications” for wh ich your product has been approved in
Japan, Korea, Taiwan, China and the othe r countries you refer to in the second
paragraph of page 51.
17. Please provide us support for your estim ate that over 20,000 patients worldwide
have been treated with the CyberKnife system since its commercial introduction.
Similarly, provide support for your st atements that your customers have
increasingly used your product for indicat ions outside the brain and that more
than 50% of patients treated with the C yberKnife system in the United States
during the three months ended Septem ber 30, 2006 were treated for tumors
outside the brain.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 5
Competition, page 64
18. Reconcile your disclosure that some manufacturers “claim some radiosurgery
capabilities” with disclosure on page 17 that suggests that some of your
competitors in fact have such capabilities.
Reimbursement, page 66
19. Revise your disclosure to specify, if  known, whether the slight change in
reimbursement for physician professional services will increase or decrease
reimbursement.
Management, page 75
20. Provide succinct descriptions of each individual’s business experience for the last
five years, leaving no ambiguities or gaps of time.  For example, please address
the periods of June to December 2004, August 2002 to March 2003 and July 1998
to March 2001 for Robert McNamara.
Audit Committee, page 77
21. Please tell us how you intend to comply  with NASDAQ listing standards Rule
4350(c) requiring a majority of independent  members of the board of directors as
it appears Mr. Tu, Dr. Thomson and Dr. Adler may not qualify as independent.
For example, we note that Mr. Adler ha s received consulting fees from the
company.  As another example we note th at Mr. Tu is pres ident of President
International Development Corporation, of  which President (B VI) International
Investment Holdings Ltd. is a wholly ow ned subsidiary and holder of more than
5% of your outstanding voting stock.  We note that he is also a director of
President Medical Technologies, Co., Lt d., Inc., your distributor for Taiwan,
Hong Kong and Macao SAR.
Director Compensation, page 78
22. Please explain the purpose and history of the CyberKnife Society and why you
assumed the obligation under its agreement with Dr. Adler.
Certain Relationships and Re lated Transactions, page 99
23. We note you state you have no outstanding accounts receivable with Meditec.
Please clarify whether you have any othe r current obligations to them and why
they are no longer your distributor in Ja pan.  Also please file your May 2003
agreement as an exhibit.
24. Please disclose how much Marubeni Corpor ation and its affiliates invested in
your company and when such investment occurred.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 6
25. Please tell us whether the terms of your agreement with PMTC are similar to
agreements with your other distributors.  To the extent material, describe any
differences from your standard agreements.
26. Please tell us why the payment from PMTC for 2005 was only $21,000.
27. Please disclose how much President (PVI) International Investment Holdings Ltd.
and its affiliates invested in your compa ny and when such investment occurred.
28. We note you state that either PMTC or you may terminate the agreement without
cause during the first two years of the agreement, yet it appears such time period
has passed.  Please clarify.
29. Please explain what services and/or produc ts you provided to Stanford University
in return for the payments you describe.
Principal and Selling Stockholders, page 102
30. Please identify the individuals with benefici al ownership of the shares held by the
entities described in this table.
Shares Eligible for Future Sale, page 112
31. Please quantify what it means to have “s ubstantially” all yo ur stockholders sign
lockups.
Change in Accountants, page 118
32. Please file as an exhibit a letter from  your former accountant, indicating whether
or not they agree with your disclosure s regarding the change in accountants.
Financial Statements
33. Please update the financial statements as required by Rule 3-12 of Regulation S-
X.
34. Please include a currently dated and si gned consent from your independent
auditors prior to requ esting effectiveness.
Note 2.  Summary of Significant Accounting Policies, page F-8
Revenue Recognition, page F-11
35. Please disclose how you are applying th e residual method to your products and
services. In addition, please tell us ho w your policy for recognition of upgrade
services revenue complies with the requi rements of paragraph 38 of SOP 97-2.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 7
Stock-Based Compen sation, page F-15
36. Please note that we are deferring any fi nal evaluation of stock compensation until
the estimated offering price is specified, and we may have further comments in
that regard when you file the ame ndment containing that information.
37. We refer to your disclosure that you used  fair values of common stock between
$2.63 and $7.63 in the Black-Scholes option pricing model to determine stock-based compensation.  Please provide us with a schedule showing in chronological order, the date of grant, optionee, number  of options granted, exercise price and
the fair value of the underlying shares of common stock for the options issued
within the year preceding the contemplated IPO.  Also, provide a similar schedule for issuances of warrants.  Please indicat e the compensation recorded for each of
these issuances and reconcile to the amounts recorded in the financial statements.  Tell us the objective evidence and analysis  which supports your determination of
the fair value at each grant and stock i ssuance date.  Discuss the nature of any
events which occurred between the dates the options were granted and the date
the registration statement was filed.  In addition, provide details of estimated pricing information from the underwr iters and indicate whether this was
considered in determining estimated fair  value of the stock and options issued.
38. For options granted during the twelve months  prior to the date of the most recent
balance sheet, please disclose the foll owing in the notes to your financial
statements:
⋅ For each grant date, the number of opti ons granted, the exercise price, the
fair value of your common stock, and the intrinsic valu e (if any) per
option.
⋅ If the valuation specialist was a relate d party, please disclose that fact.
⋅ Whether the valuation was contem poraneous or retrospective.
Note 3. Property and Equipment, page F-21
39. We reference the disclosure that you reta in title to the CyberKnife system under
the terms of the shared ow nership program. Please tell us whether there are any
provisions or options in the agreement fo r customer to purchase the system. In
addition, tell us the nature of the “contingent revenues” referenced in Note 3.
Note 4.  Business Combination, page F-21
40. We reference the discussion in Note 4 that  the purchase of HES was accounted for
in accordance with SFAS 141 but lacked the materiality to be incorporated int