SecProbe.io

February 6, 2006

Mail Stop 6010

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

Re: Accuray Incorporated
 Amendment No. 4 to Registra tion Statement on Form S-1
 Filed February 5, 2007
          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.
Principal and Selling Stockholders, page 112
1. We reissue our prior comment 3 with re spect to Kingland Overseas Development
Inc.
Exhibit 5.1
2. The opinion opines as to only 7,333,333 of  the 15,333,333 shares registered by
your registration statement.  Please obtain an opinion of counsel that covers all
such shares.
3. The opinion references an underwriting ag reement “most recently filed as an
exhibit to the registration statement.”  As  of the date of the opinion you have not
filed this agreement as an exhibit.  Please obtain an opinion of counsel that
contains the correct reference.

Euan S. Thomson, Ph.D.
Accuray Incorporated
February 6, 2007 Page 2
4. The opinion states that “[i]n rendering  the foregoing opinion, we have assumed
that the Company will comply with all ap plicable notice requirements regarding
uncertificated shares provided in the Delaware General Corporation Law.”  Please tell us why you believe this is a nece ssary and appropriate assumption for your
opinion.
5. The opinion states in the penultimate paragraph that the opinions are subject to the effects of bankruptcy and principles of equity.  Please tell us why this
paragraph is necessary and appropr iate for an equity offering.
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.