SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
       January 23 , 2015

Via E -mail
Gregory E. Lichtwardt
Executive  Vice President and Chief Financial Officer
Accuray Incorporated
1310 Chesapeake Terrace
Sunnyvale, California  94089

 Re: Accuray Incorporated
Form 10 -K for the Fiscal Year E nded June 30, 2014
Filed August 29, 2014
Form 10 -Q for the Fiscal Quarter  Ended September 30, 2014
  Filed November 7, 2014
File No. 001-33301

Dear Mr.  Lichtwardt :

We have reviewed your filing s and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten busine ss days  by provi ding the requested
information or by advising us when you will provide the requested response.   If you do
not believe our comments apply to your facts and circumstances , please tell us why in
your response.

After reviewing the information you provide in response to these comment s, we
may have  additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2014

Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies, Segment Information, page 92

1. Describe to us your consideration of whether the CyberKnife System and the
TomoTherapy System are separate product lines for purposes of disclosure under
FASB ASC 280 -10-50-40.

Gregory E. Lichtwardt
Accuray Incorporated
January 23, 2015
Page 2

 Form  10-Q for the Fiscal Quarter Ended September 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17

2. We note your CEO’s statement in your October 29, 2014 conference call that you
expect the negative impact of the year-over-year foreign currency exchange rate
movement to be more significant in the coming quarters of this fiscal year.  Please
provide us your analysis of how your disclosure in this Form 10 -Q includes all
disclosure regarding trends and uncertainties r equired by Regulation S -K Item
303(a)(3)(ii).

Backlog, page 18

3. We note your disclosure that you expect age outs beginning in the fourth fiscal
quarter to return to levels comparable to the quarterly average for fiscal 2014.
Please provide us you r analysis of how investors can determine the quarterly
average for fiscal year 2014.

4. Please tell us, and clarify in future filings where appropriate, both (1) the portion
of your backlog that is subject to being aged out in the next fiscal quarter and this
fiscal year, and (2) the portion of the disclosed backlog not reasonably expected to
be filled within the current fiscal year.

5. Please tell us how and when the “order process” that you mention was changed
and how that will affect age outs.  Also, please (1) clarify this issue in future
filings where you mention the order process change, (2) tell us about any other
changes to the me thod that you used to determine the dollar amount of reported
backlog during the last three fiscal years, the extent to which the change affected
backlog, and where you describe those changes in your filings.

Net Revenue, page 20

6. We note your disclosu re that product mix positively affected revenue.  We also
note your disclosure in your most recent Form 10 -K that product mix negatively
affected revenue.  Please tell us, and clarify in future filings, how the mix has
changed and how that change affected revenue and margins.  In this regard, we
note that your most recent Form 10 -K indicates that increased sales reduced fixed
costs per unit, while this Form 10 -Q refers to unchanged product margin on
increased sales. Include in your response the relative con tributions of your
CyberKnife and TomoTherapy systems during the periods presented in this filing
and in your latest Form 10 -K.

7. Please tell us, and clarify in future filings as appropriate, the reasons for the
decreased sales that you mention in the thi rd bullet point on page 22.

Gregory E. Lichtwardt
Accuray Incorporated
January 23, 2015
Page 3

  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Ac t 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.

 In responding to our comment s, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from t aking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

You may Kristin Lochhead  at (202) 5 51-3664  or Gary Todd , Senior Accountant,
at (202) 551-3605  if you h ave questions regarding comment s on the financial statemen ts
and related matt ers.  Please  contact Kate Maher at (202) 551 -3184  or Russell Mancuso ,
Legal Branch Chief,  at (202) 551 -3617 with any other que stions .

   Sincerely,

          /s/ Gary Todd for

               Brian Cascio
   Accounting Branch Chief