SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        May 2, 2011
 Euan S. Thomson, Ph.D. Chief Executive Officer Accuray Incorporated 1310 Chesapeake Terrace Sunnyvale, CA 94089
Re: Accuray Incorporated
  Registration Statement on Form S-4
Filed April 7, 2011
  File No. 333-173344

Dear Dr. Thomson:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Litigation Related to the Merger, page 76

1. Regarding the litigation described in this section, please disclose with  greater specificity
the allegations as they relate to the proce dures and consideration in the merger.  In
addition, please provide, on a suppl emental basis, copies of all the complaints.  Refer to
Rule 418 of the Securities Act.
Where You Can Find More Information, page 132

 2. We note that you are incorporating by refe rence from TomoTherapy’s Form 10-K.
Before requesting acceleration, please file the definitive proxy statement.  For guidance,
refer to Securities Act Forms Compliance a nd Disclosure Interpretations Question 123.01
available on our website at http://www.sec .gov/divisions/corpfin/guidance/safinterp.htm.

Euan S. Thomson, Ph.D.
Accuray Incorporated May 2, 2011 Page 2
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Gabriel Eckstein at (202) 551-3286 or me at (202) 551-3528 with any
questions.
       S i n c e r e l y ,                      Amanda Ravitz       A s s i s t a n t  D i r e c t o r
  cc (via fax): Gregory T. Davidson, Esq.   Gibson, Dunn & Crutcher LLP