SecProbe.io

February 7, 2007

Mail Stop 6010

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

Re: Accuray Incorporated
 Amendments No. 5 to Registra tion Statement on Form S-1
 Filed February 7, 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.
Exhibit 5.1
1. We note your response to our prior comment 3.  As of the date of the opinion you
have not filed the underwriting agreement.  Please obtain an updated opinion.
2. We note your responses to our prior co mments 4 and 5. We are evaluating your
responses and may have further comment.

Exhibit 5.2
3. Please obtain an opinion of counsel that specifically identifies the shares being
registered by the selling stockholders in this opinion.

Euan S. Thomson, Ph.D.
Accuray Incorporated
February 7, 2007 Page 2
4. Please file as an exhibit to your regi stration statement the merger agreement
referred to in the opinion.
5. Please obtain an opinion of counsel  that identifies the bylaws and the
underwriting agreement with greater speci ficity.  For example, identify these
documents by their exhibit numbers list ed in the registration statement.
6. We note the limitation in clause (v) located at the bottom of page 1 and the top of
page 2 and the reference to documents “submitted to [your counsel] for [its review].  With respect to the first four documents identified on page 1, please obtain a revised and updated opi nion of counsel that clar ifies that su ch documents
are those documents that have been f iled as exhibits to your registration
statement.
7. It is inappropriate for yo ur opinion to assume conc lusions of law which are
necessary requirements of the ultimate le gality opinion.  Please obtain an opinion
of counsel that eliminates the following a ssumptions contained in the current legal
opinion:
• the incumbency, authority, legal right a nd power and legal capacity under all
applicable laws and regula tions of, the officers and ot her persons and entities’
signing each of [the documents listed in the opinion] as or on behalf of the parties;
• the due execution of all documents subm itted to [your counsel] in unexecuted
form; and
• the assumptions contained in the first full paragraph on page 2 of the opinion
relating to the merger transactions.
8. The limitations contained in the last two se ntences of the paragraph at the top of
page 2 are inappropriate.  Please obtain a revised opinion of counsel that removes
this language.
9. We note that the opinion is limited to Dela ware General Corporation Law.  Please
have your counsel confirm to us in wr iting that the law covered by the opinion
includes not only the Delaware General Cor poration Law, but also the applicable
provisions of the Delaware Constitu tion and reported judicial decisions
interpreting these laws.
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.

Euan S. Thomson, Ph.D.
Accuray Incorporated
February 7, 2007 Page 3
 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.