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SEC Company Response from ACCURAY INC (ARAY) (CIK 0001138723) (ARAY) — Feb 7, 2007

ACCURAY INC (ARAY) (CIK 0001138723)
Date: Feb. 7, 2007 · CIK: 0001138723 · Accession: 0001047469-07-000725

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File numbers found in text: 333-138622

Date
February 7, 2007
Author
/s/ EUAN S. THOMSON, PH.D. Euan S. Thomson, Ph.D.
Form
CORRESP
Company
ACCURAY INC (ARAY) (CIK 0001138723)

Letter

[Accuray Letterhead]

February 6,

VIA EDGAR AND FACSIMILE—(202) 772-9218

Securities and Exchange Commission

Mail Stop 6010

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Jay Mumford

Perry Hindin, Special Counsel

Kristin Lochhead

Brian Cascio

Re:Accuray Incorporated

Registration Statement on Form S-1 (Registration No. 333-138622)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (No. 333-138622) (the "Registration Statement") of Accuray Incorporated (the "Company"). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on February 7, 2007, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Laura Bushnell at (650) 463-2645.

The Company acknowledges the following:

•Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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 do not hesitate to call Laura Bushnell at (650) 463-2645 if you have any questions regarding this request.

Very truly yours,
/s/ EUAN S. THOMSON, PH.D. Euan S. Thomson, Ph.D.

Show Raw Text
CORRESP
1
filename1.htm

[Accuray Letterhead]

February 6,
2007

VIA EDGAR AND FACSIMILE—(202) 772-9218

Securities
and Exchange Commission

Mail Stop 6010

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Jay Mumford

Perry Hindin, Special Counsel

Kristin Lochhead

Brian Cascio

Re:Accuray Incorporated

Registration Statement on Form S-1 (Registration No. 333-138622)

Ladies and Gentlemen:

        In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on
Form S-1 (No. 333-138622) (the "Registration Statement") of Accuray Incorporated (the "Company"). We
respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on February 7, 2007, or as soon as practicable thereafter. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Laura Bushnell at (650) 463-2645.

        The
Company acknowledges the following:

•Should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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
do not hesitate to call Laura Bushnell at (650) 463-2645 if you have any questions regarding this request.

Very truly yours,

/s/  EUAN S. THOMSON, PH.D.       Euan S. Thomson, Ph.D.

President and Chief Executive Officer