SecProbe.io

January 11, 2007

Mail Stop 6010

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

Re: Accuray Incorporated
 Amendment No. 1 to Registra tion Statement on Form S-1
 Filed December 22, 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.
The Offering, page 7
1. We note your response to prior comment nine in our lette r dated December 8,
2006.  We continue to believe that the exercise of the warrants to purchase
common stock immediately prior to the closing of the offering should not be
assumed unless there is a firm commitm ent or other agreement.  A warrant
holder’s intention to exercise the warrant w ould not be sufficient.  Please revise.

Euan S. Thomson, Ph.D.
Accuray Incorporated
January 11, 2007 Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation,
page 37
Results of Operations, page 41
Three months ended September 30, 2005 compar ed to three months ended September 30,
2006, page 42
Net Revenue
2. We reference the disclosure that you recognized the sale of none and six CyberKnife systems in the quarters ended September 30, 2005 and 2006, respectively.  If you reco gnized the sale of no Cyberknife systems during the
quarter ended September 30, 2005, please revise  to disclose the nature of the $3.9
million of product revenue recorded duri ng that period.  Additionally, please
describe the circumstances that resulted in  the installation of eight units during the
quarter ended September 30, 2005, yet no revenue was recorded.
Certain Relationships and Re lated Transactions, page 106
3. We note your response to our prior comme nt 23.  Please tell us where you have
filed the agreements you desc ribe in your response.
4. We note your response to our prior comment  25.  To the extent material, please
describe any differences between the PMTC  and your standard agreements or tell
us what those provisions are and why you do not believe  they are material.
5. We refer to your disclosure that e ffective November 2006, you will assume the
liabilities and obligations of the Cybe rKnife Society, including a consulting
agreement with Dr. Adler.  Please revise  your filing to quant ify the significant
liabilities and obligations you will assume.
Principal and Selling Stockholders, page 110
6. We note your response to our prior comme nt 30.  Please identify the individuals
with beneficial ownership of the shares held  by the entities described in this table.
For example, please identify the individua l or individuals who have voting and
dispositive control over the shares held by President (BVI) International
Investment Holdings Ltd. and Marubeni Corporation.

Euan S. Thomson, Ph.D.
Accuray Incorporated
January 11, 2007 Page 3
Shares Eligible for Future Sale, page 119
7. We note your response to our prior comme nt 31.  Please explain why 5% of your
holders are not going to be subject to the lockups.  Please tell us how those holders were identified.
Change in Accountants, page 125
8. We note your response to prior comment 32 in our letter dated December 8, 2006.
This comment will remain unresolved until you file the letter from your former
accountant as an exhibit.
Notes to Consolidated Financial Statements
Note 2.  Summary of Significant Accounting Policies, page F-9
Stock-Based Compen sation, page F-17
9. We reference the disclosure added in re sponse to prior comment 38 in our letter
dated December 8, 2006 that you engaged an unrelated third-part y appraisal firm
to assist in determining the fair va lue of common stock.  While you are not
required to make reference to an independent valuation, when you do so, you must include the name of the expert and provide their written consent as an
exhibit to the registration statement. See Item 601(b) of Regulation S-K.
Note 3.  Balance Sheet Components, page F-25
Property and Equipment, page F-26
10. Refer to prior comment 39 in our letter dated December 8, 2006.  Please revise to
disclose the terms under which a customer  may purchase a CyberKnife system
under the shared ownership program. Additionally, disclose how you account for
the revenues of systems sold under this  program and the amount of revenues
recorded in each period as a result of such sales.

Euan S. Thomson, Ph.D.
Accuray Incorporated
January 11, 2007 Page 4
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Kristin Lochhead at ( 202) 551-3664 or in her absence, Brian
Cascio at (202) 551-3605 if you have quest ions regarding comments on the financial
statements and related matters.  Please cont act Jay Mumford at ( 202) 551-3637 or me at
(202) 551-3444 with any other questions.
Sincerely,

Perry Hindin
Special Counsel

cc:   Michael W. Hall, Esq.
 Laura I. Bushnell, Esq.
 Jean-Marc Corredor, Esq.