SecProbe.io

CORRESP
 1
 filename1.htm

 August 29,
2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attention: Mr. Conlon Danberg

 Re:
 Accuray Incorporated
Registration Statement on Form S-3
Registration No. 333-288998

 Dear Mr. Danberg:

 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-3 (File No. 333-288998) (the
" Registration Statement ") of Accuray Incorporated. We respectfully request that the Registration Statement be
declared effective as of 9:00 A.M. Eastern Time on September 2, 2025 or as soon as practicable thereafter, or at such
other time as our legal counsel, Davis Polk & Wardwell LLP, may request by a telephone call to the staff of the U.S. Securities
and Exchange Commission.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Alan F. Denenberg at (650) 752-2004.

 [ Signature page follows ]

 Very truly yours,

 Accuray Incorporated

 By:
 /s/
 Jesse Chew

 Name:
 Jesse Chew

 Title:
 Senior Vice President, Chief Legal Officer and
 Corporate Secretary

 [ Signature Page to Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 31, 2025

Suzanne Winter
President and Chief Executive Officer
Accuray Incorporated
1240 Deming Way
Madison, WI 53717

 Re: Accuray Incorporated
 Registration Statement on Form S-3
 Filed July 28, 2025
 File No. 333-288998
Dear Suzanne Winter:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Alan F. Denenberg, Esq.
</TEXT>
</DOCUMENT>

May 1, 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
File No. 001-33301

Dear Mr.  Lichtwardt :

We have completed our review of your filing. In connection with future filings that
require you to address Regulation S -K Item 101, we encourage you to consider (1) whether,
given your facts and circumstances, Item 101(c)(1)(i) requires revenue history dis closure in
addition to the information required by the accounting standard that you cite in your letter dated
April 10, 2015, and (2) whether the data that you use to prepare the guidance that you mention in
the last sentence of response 4 in your letter d ated April 10, 2015 provides the information
necessary to disclose the portion of your backlog not reasonably expected to be filled within the
then current year as required by Item 101(c)(1)(viii).

We remind you that our comments or changes to disclosur e in response to our comments
do not foreclose the Commission from taking any action with respect to the company or 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.  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
applica ble rules require.

   Sincerely,

/s/ Russell Mancuso

    Russell Mancuso
   Branch Chief

cc (via e -mail) : Katharine A. Martin,
 Wilson  Sonsini Goodrich  & Rosati, P.C.

CORRESP
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Confidential Treatment Requested by Accuray

Incorporated pursuant to

17 C.F.R. § 200.83: ARAY-0002

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[**]”.

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Brian Cascio, Accounting Branch Chief

Gary Todd, Senior Accountant

Kristin Lochhead, Staff Accountant

Russell Mancuso, Legal Branch Chief

Kate Maher

Re:                             Accuray Incorporated

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

Filed August 29, 2014

Form 10-Q for the Fiscal Quarter Ended December 31, 2014

Filed February 6, 2015

File No. 001-33301

Ladies and Gentlemen:

We are responding to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated March 19, 2015 (the “Comment Letter”) related to the above referenced filings. For your convenience, we have repeated the comments contained in the Comment Letter below in italic type before our response.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter.  The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.  For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

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

Securities and Exchange Commission

CONFIDENTIAL   TREATMENT REQUESTED

Re: Accuray Incorporated

BY   ACCURAY INCORPORATED: ARAY-0002

April 10, 2015

1.   We note in your response to prior comment 1 that you believe the CyberKnife and the TomoTherapy systems are similar products that do not require separate product line disclosure under FASB ASC 280-10-50-40.  We note that the company has a narrow product line, comprised of the CyberKnife and TomoTherapy systems.  We also note that the two systems are separately discussed in detail in your 10-K and on your website, noting the differences in the capabilities of the two products.   To help us better understand your determination please further explain to us the similarities and the differences between the two systems and their uses.  Also, explain to us how the narrowness of your product line was considered in assessing whether disaggregated disclosure is required under FASB ASC 280-10-50-40.

Response:

We respectfully advise the Staff that while we do provide product specific information in our 10-K and on our website we believe that our products are similar across most characteristics. We reached this conclusion after careful review and analysis of the operating characteristics of each product and using the aggregation characteristics under ASC 280-10-50-11.

·                  The nature of the products and services

Relative to the nature of products, we believe the CyberKnife and TomoTherapy systems to be very similar. The two products are both used to serve patient populations treated by the same medical specialty, that being the family of products used for cancer treatment using radiation. Both systems are designed to deliver radiation therapy using precise, accurate, high dose radiation to tumors throughout the body. Currently, the most common type of radiation therapy is external beam radiation therapy, in which patients are treated with high-energy radiation generated by medical equipment external to the patient. As opposed to external beam radiation therapy, the CyberKnife and TomoTherapy systems deliver both Stereotactic Body Radiation Therapy (SBRT) and Intensity Modulated Radiation Therapy (IMRT). SBRT and IMRT are generally thought to be more precise than traditional external beam radiation.  The CyberKnife system primarily uses SBRT, which allows higher doses to be delivered, increasing the probability of tumor cell death and better local control. In addition, our therapy can be used on patients who cannot, because of advanced age or other health reasons, tolerate traditional surgery. TomoTherapy systems primarily use IMRT which aims to conform the high dose region of the radiation beam more closely to the shape of the tumor, enabling the delivery of higher doses of radiation to tumors with a reduced impact on surrounding healthy tissue. However, both products are capable of delivering SBRT and IMRT.  A key difference is that SBRT is typically thought of offering the most clinical precision and therefore, the CyberKnife system will sell at a higher price than a TomoTherapy system. Additionally, both products are suitable for treatment of solid tumor cancers, and are used in compliment of each other, depending on individual patient condition.  Our 10-K filings and website data are meant to provide investors and customers with a more in depth overview of our products and the benefits of each, but such data was never intended to lead an investor to the conclusion that our products are not similar in nature.

Page 2

Securities and Exchange Commission

CONFIDENTIAL   TREATMENT REQUESTED

Re: Accuray Incorporated

BY   ACCURAY INCORPORATED: ARAY-0002

April 10, 2015

·                  The nature of the production processes

We note that the CyberKnife and TomoTherapy systems are both principally manufactured in the same facility, using similar production processes and generally requiring similar levels of capital investment. Our primary manufacturing facility has interchangeable production capabilities and labor forces, both of which are able to produce either product.  At their core, both products use a linear accelerator to generate radiation for the treatment of tumors. Both products use a combination of robotic manipulators, treatment couches, gantry, software and computers. Our manufacturing processes at our facilities include fabrication, subassembly, assembly, system integration and final testing. Additionally, the production process at the management level is not segregated between the CyberKnife and TomoTherapy systems. We maintain one Executive Vice President of Operations and one Vice President of Manufacturing who are responsible for the oversight and production of both systems.  Furthermore, at the manufacturing level, we currently do not segregate manufacturing personnel costs or overhead costs between the CyberKnife and TomoTherapy systems in our accounting records.

·                  The type or class of customer of our products and services

Our CyberKnife and TomoTherapy products are both generally sold to common types of customers. In direct markets this would be hospitals and stand-alone treatment facilities.  In markets where we are not direct we utilize distributors. Distributors can sell either CyberKnife or TomoTherapy, but over half of our worldwide distributors hold distribution rights to both products.

·                  The methods used to distribute our products or provide our services

In the United States, we primarily sell to customers directly through our internal sales organization which is not segregated between CyberKnife and TomoTherapy.  We maintain one Senior Vice President, General Manager of Americas, who is responsible for selling both products.

Outside the United States, we market to customers directly and through distributors. The decision we make between being direct versus using a distributor in certain international markets is not dependent upon whether we are marketing the CyberKnife or the TomoTherapy system.  We generally try to sell direct in countries where we have a direct sales presence and a higher quantity of CyberKnife and TomoTherapy system sales to support the direct sales headcount.  We will generally use a distributor in countries where we have low volume or consider the costs to establish direct operations too high.  In many countries where we use distributors, distributors can sell both the CyberKnife and TomoTherapy systems.

Both products are marketed and sold by a common group of marketing and sales personnel. Both products are also serviceable by the same field service engineers who are employed to provide maintenance services on the products at customer sites. Additionally, the global marketing, sales, and service functions are managed by our Chief Commercial Officer, who is responsible for worldwide sales and service activities on both products.

Page 3

Securities and Exchange Commission

CONFIDENTIAL   TREATMENT REQUESTED

Re: Accuray Incorporated

BY   ACCURAY INCORPORATED: ARAY-0002

April 10, 2015

·                  The nature of the regulatory environment

Both of our products and software are medical devices subject to regulation by the U.S. Food and Drug Administration (“FDA”), as well as other regulatory bodies. The FDA classifies medical devices into one of three classes. Devices deemed to pose lower risks are placed in either class I or II, which requires the manufacturer to submit to the FDA a pre-market notification requesting permission to commercially distribute the device, known as 510(k) clearance. Some low risk devices are exempted from this requirement. Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously cleared 510(k) device, are placed in class III, requiring pre-market approval. Our CyberKnife and TomoTherapy Systems are both class II devices requiring 510(k) clearances.

Both of our products have also received similar regulatory clearances from the European Union through the European Committee for Standardization to bear the CE conformity marking, and accordingly, may be commercially distributed throughout the member states of the European Economic Area. Additionally, both products are also subject to similar regulations in Japan. Under the Pharmaceutical Affairs Law in Japan, a pre-market approval necessary to sell, market and import a product, or shonin, must be obtained from the Ministry of Health, Labor and Welfare, or MHLW, for both of our products. We currently hold shonin for both CyberKnife and TomoTherapy Systems.

Supplementally, the Company advises the staff that because the products are so similar, we do not believe separate product line disclosure would be meaningful or helpful to investors, even when we considered the narrowness of our product offerings. The  Company is focused on increasing our market share in the Radiation Therapy Market, or Radiotherapy market, and when we discuss market potential and market opportunity with our investors we reference the Radiotherapy market opportunity as a whole and our performance to the market as a whole, and thus, we do not believe that the specific results of our similar products within the same segment is  particularly meaningful or helpful to investors in understanding our market position or operating results.  Additionally, new product sales in the Radiotherapy market are primarily dominated by two companies: Elekta AB and Varian Medical Systems. Varian has been the leader in the external beam radiation therapy market for many years and has the majority market share for radiation therapy systems worldwide. Varian and Elekta sell products that compete directly with both our CyberKnife and TomoTherapy systems and we believe that providing specific product revenue information would be more useful to our competition than to our investors. Specific product revenue information would provide our competition with information that is unavailable to us for their products and could be harmful to our business.  We are already at a significant disadvantage in terms of size and resources and to provide this information would put us at a further disadvantage in soliciting new business where we compete directly for most all system placements, regardless of if the product is CyberKnife or TomoTherapy. However, in future filings we will provide more detailed explanation regarding the mix of our product revenues to the extent it would be helpful to investors in understanding our financial results.

Page 4

Securities and Exchange Commission

CONFIDENTIAL   TREATMENT REQUESTED

Re: Accuray Incorporated

BY   ACCURAY INCORPORATED: ARAY-0002

April 10, 2015

We also understand that a Company with a relatively narrow product line may not consider two products to be similar, while an enterprise with a broad product line may consider those same two products two be similar. However, we believe that similarity of our products along with the fact we are operating in a highly competitive operating segment (Radiation Therapy) supports our conclusion that disaggregated disclosures are not required. We contrast this to an enterprise that sells only consumer products (one operating segment) and would consider for example health products to be different from electronics for disclosure.

Form 10-Q for the Fiscal Quarter Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16

2.    Please expand the analysis that you provided to us in response to prior comment 6 to:

·                  address Regulation S-K Item 303(a)(3)(iii), including why you believe your disclosure provides all required information regarding the extent of changes attributable to volume versus price, and the reasons for those changes.  In this regard, we note that page 19 of your most recent Form 10-Q attributes changes in the dollar value of orders to “product mix” and page 20 attributes changes in product net revenue to “product configuration mix” and changes in gross profit to “product mix;” include in your response to this comment your analysis of (1) how your disclosure permits investors to understand how and why mix changed in a manner that resulted in these effects, (2) whether and why there are material decreases in the prices of a class of your products that would not be evident from disclosure that addresses solely aggregate price changes.

·                  address why you believe your disclosure in your most recent Form 10-K provides all disclosure required by Regulation S-K Item 101(c)(1)(i), or provide us the disclosure that you intend to include in future filings to do so.

Response:

We respectfully acknowledge the Staff’s comment regarding Regulation S-K Item 303(a)(3)(iii), which states, “to the extent that the financial statements disclose material increases in net sales or revenues, provide a narrative discussion of the extent to which such increases are attributable to increases in prices or to increases in the volume or amount of goods or services being sold or to the introduction of new products or services.”  In future filings we will provide additional information regarding the type of products that caused the increase or decrease and will point out when the increase or decrease is due to product mix between our CyberKnife systems and our TomoTherapy systems as our CyberKnife systems generally sell at a higher Average Product Revenue (“APR”) than our TomoTherapy systems regardless of the configuration.  Additionally, we sell multiple configurations of both the CyberKnife and TomoTherapy systems at various prices and to t

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

       DIVISION OF
CORPORATION FINANCE
       March 19 , 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 December  31, 2014
  Filed February 6, 2015
File No. 001-33301

Dear Mr.  Lichtwardt ,

We have reviewed your response letter dated February 27, 2015 and related
filing s and have the following comment s.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do
not believe our co mments apply to your facts and circumstances, please tell us why in
your response.

After reviewing your response to these  comments, 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. We note in your response to prior comment 1 that you believe the CyberKnife and
the TomoTherapy systems are similar products that do not require separate
product line disc losure under FASB ASC 280 -10-50-40.  We note that the
company has a narrow product line, comprised of the Cyberknife and
TomoTherapy systems.   We also note that the two systems are separately
discussed in detail in your 10 -K and on your website, noting th e differences in the

Gregory E. Lichtwardt
Accuray Incorporated
March 1 9, 2015
Page 2

 capabilities of the two products.  To help us better understand your determination
please further explain to us the similarities and the differences between the two
systems and their uses.  Also, explain to us how the narrowness of you r product
line was considered in assessing whether disaggregated disclosure is required
under FASB ASC 280 -10-50-40.

Form 10 -Q for the Fiscal Quarter Ended December 31, 2014
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 16
2. Please expand the analysis that you provided to us in response to prior comment 6
to:
 address Regulation S -K Item 303(a)(3)(iii), including why you believe your
disclosure provides all required information regarding the extent  of changes
attributable to volume versus price, and the reasons for those changes.   In this
regard, we note that page 19 of your most recent Form 10 -Q attributes
changes in the dollar value of orders to “product mix” and page 20 attributes
changes in product net revenue to “product configuration mix” and changes in
gross profit to “prod uct mix;” include in your response to this comment your
analysis of (1) how your disclosure permits investors to understand how and
why mix changed in a manner that resulted in these effects, (2) whether and
why there are material decreases in the price of  a class of your products that
would not be evident from disclosure that addresses solely aggregate price
changes.
 address why you believe your disclosure in your most recent Form 10 -K
provides all disclosure required by Regulation S -K Item 101(c)(1)(i),  or
provide us the disclosure that you intend to include in future filings to do so.

3. We note the last paragraph of your response to prior comment 6.   When you
present multiple factors affecting margins, please ensure that your future filings
clearly disc uss the magnitude of the effect of each material factor.

Backlog, page 18

4. We note the statement in your response to prior comment 4 that you believe your
disclosure addresses the portion of your backlog not reasonably expected to be
filled within the c urrent fiscal year.   Expand your response to clarify where you
believe your disclosure provides this information.

Net Revenue, page 20

5. Please reconcile the product revenue disclosed in your periodic reports with the
individual product volume and price information that you provided in response to
prior comment 6.

Gregory E. Lichtwardt
Accuray Incorporated
March 1 9, 2015
Page 3

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

Sincerely,

            /s/ Gary Todd for

                 Brian Cascio
 Accounting Branch Chief

CORRESP
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Confidential Treatment Requested by Accuray Incorporated   pursuant to 17 C.F.R. § 200.83

ARAY-0001

February 27, 2015

CERTAIN PORTIONS OF THIS LETTER HAS BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Brian Cascio, Accounting Branch Chief

Gary Todd, Senior Accountant

Kristin Lochhead, Staff Accountant

Russell Mancuso, Legal Branch Chief

Kate Maher

Re:                             Accuray Incorporated

Form 10-K for the Fiscal Year Ended 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

Ladies and Gentlemen:

We are responding to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated January 23, 2015 (the “Comment Letter”) related to the above referenced filings. For your convenience, we have repeated the comments contained in the Comment Letter below in italic type before our response.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter.  The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.  For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Securities and   Exchange Commission

CONFIDENTIAL   TREATMENT REQUESTED

Re: Accuray   Incorporated

BY   ACCURAY INCORPORATED: ARAY-0001

February 27,   2015

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.

Response:

We respectfully advise the Staff that we consider the CyberKnife system and TomoTherapy system to be substantially similar (Radiation Therapy Systems) and have not included disclosures of revenues by product line as required under ASC 280-10-50-40. In reaching this conclusion, we considered the guidance related to the segment aggregation criteria in ASC 280-10-50-11. Specifically, we note that the CyberKnife system and TomoTherapy system have similar production processes, classes of customers, degree of risk and opportunities for growth.  For example, both the CyberKnife and TomoTherapy systems are part of the family of products used for cancer treatment using radiation. Both products are suitable for treatment of solid tumor cancers, and may be used to complement each other, depending on individual patient condition. Both products are sold to hospitals and stand-alone treatment facilities, which can purchase either product or both, depending on patient volume and size of their oncology department.  We believe that, while the CyberKnife and TomoTherapy Systems each offer unique radiation therapy treatments, the products operate within the same medical specialty for the same group of customers (patients with cancer). Additionally, both products are marketed and sold by a common group of marketing and sales personnel and are serviceable by the same field service engineers who are employed to provide maintenance services on the products at customer sites. Furthermore, the global marketing, sales, and service functions are managed by our Chief Commercial Officer, who is responsible for worldwide sales and service activities on both products. The production processes for both systems are also similar using a linear accelerator to generate radiation for the treatment of tumors. Currently our manufacturing personnel in Madison, Wisconsin are responsible for both the production of the CyberKnife and TomoTherapy Systems.

Accordingly, based on our evaluation of the criteria in FASB ASC 280-10-50-11 as discussed above, we concluded that the CyberKnife System and TomoTherapy System are similar products and services and do not require separate revenue disclosure under the guidance under FASB ASC 280-10-50-40.

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 required by Regulation S-K Item 303(a)(3)(ii).

Response:

Regulation S-K Item 303(a)(3)(ii) requires description of  known trends and uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable impact on net sales, revenues or income.  We respectfully advise the Staff that we disclose known trends that affect our

Page 2

Securities and   Exchange Commission

CONFIDENTIAL   TREATMENT REQUESTED

Re: Accuray   Incorporated

BY   ACCURAY INCORPORATED: ARAY-0001

February 27,   2015

future earnings such as changes in customers’ needs or financial condition, changes in government or health insurance reimbursement policies and changes to regulatory requirements. In regards to our CEO’s statement on our October 29, 2014 conference call, we were referring to the fact that a certain percentage of our business is conducted in currencies other than the U.S. dollar and therefore, our results will be impacted by changes in foreign exchange rates. Our discussion of backlog in our Form 10-Q (page 19) for the three months ended September 30, 2014 includes the following disclosure “Our backlog includes amounts not denominated in U.S. Dollars and therefore fluctuations in the U.S. Dollar compared to other currencies will impact backlog. Generally, strengthening in the U.S. Dollar will negatively impact backlog.” In Item 3 of our Form 10-Q (page 24) for the three months ended December 31, 2014, we disclose that, “[a] portion of our net sales are denominated in foreign currencies, most notably the Euro and the Japanese Yen. Future fluctuations in the value of the U.S. dollar may affect the price competitiveness of our products outside the United States. For direct sales outside the United States, we sell in both U.S. dollars and local currencies, which could expose us to additional foreign currency risks, including changes in currency exchange rates.”  We believe these statements inform investors that changes in exchange rates could impact our revenues, particularly around the Euro and Japanese Yen and that, more specifically, a strong U.S. dollar will have an adverse impact on backlog.  We note that, in recognition of the Staff’s comment, in future filings we will disclose the percentage of total backlog that is denominated in foreign currencies.  We believe that this additional information will enable an investor to calculate how a hypothetical change in foreign exchange rates would impact reported backlog and revenues.

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 your analysis of how investors can determine the quarterly average for fiscal year 2014.

Response:

We respectfully acknowledge the Staff’s comment and advise the Staff that in our fiscal 2014 press releases and earnings calls, we disclosed gross orders, net orders and backlog.  In our Q2’14 earnings call, we disclosed that six units aged out in Q2’14 and one unit aged out in Q1’14. In our Q3’14 earnings release, we disclosed that we only had two orders that aged out in Q3’14, which was significantly down from the six units that aged out in Q2’14. In addition, in the Q3’14 earnings call, we noted that the two units that aged out in Q3’14 would be more in-line with what we would consider a normal quarterly average.  In our Q1’15 press release and earnings call we again disclosed gross orders, net orders and backlog and, in order to enhance comparability with prior periods, presented it in a tabular format with comparable prior year data.  We have also included this disclosure in our Form 10-Q (page 19) for the three months ending December 31, 2014. To the extent the adjustments to our backlog, such as age outs, materially fluctuate, we will provide our investors with more detailed information regarding prior periods in line with the disclosure provided in our Form 10-Q for the period ending December 31, 2014.

Page 3

Securities and   Exchange Commission

CONFIDENTIAL   TREATMENT REQUESTED

Re: Accuray   Incorporated

BY   ACCURAY INCORPORATED: ARAY-0001

February 27,   2015

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.

Response:

For purposes of this response, we would like to provide to the Staff our definition of age outs as reported in our Form 10-Q (page 19) for the quarter ended December 31, 2014, which reads in relevant part, “[i]n addition to cancellations, after 2.5 years, if we have not been able to recognize revenue on a contract, we remove the revenue associated with the contract from backlog and the order is considered aged out.  Contracts may age out for many reasons, including inability of the customer to pay, inability of the customer to adapt their facilities to accommodate our products in a timely manner, inability to timely obtain licenses necessary for customer facilities or operation of our equipment among other reasons for delays.”

Given our above classification of age-outs, age outs are simply a function of the initial backlog order reaching a time frame of 30 months. Historically, age outs have been fairly consistent each quarter and not material to the overall backlog.  Please see the dollar amount of age outs per quarter experienced below (please note 2015 data only represents our first and second quarter):

($Millions)

2012

2013

2014

2015

Q1

—

—

3

18

Q2

—

14

19

18

Q3

2

6

7

_

Q4

5

6

9

_

Total

7

26

38

36

Given the relatively high number of age outs in the first and second fiscal quarters of 2015, we felt it was appropriate to increase our disclosure around age outs. We provided the following disclosure in our Form 10-Q (page 19) for the three months ending December 31, 2014, “[w]e expect age-outs in the second half of this fiscal year to decline to a range of $16.0 to $25.0 million as compared to the $35.9 million in age outs recorded during the first half of the fiscal year.”  We believe this disclosure informs investors of the fact that age outs going forward should begin to better reflect historical patterns rather than recent quarters.  Additionally, we believe the disclosure above in our Form 10-Q for the three months ending December 31, 2014 addresses the Staff’s question as to the portion of the disclosed backlog not reasonably expected to be filled within the current fiscal year.  Furthermore, we respectfully advise the Staff that the time between entering an order into backlog to revenue recognition is governed generally by the time required by the customer to build, renovate or prepare the treatment room for installation of our system. This time varies significantly, generally from six months to two years

Page 4

Securities and   Exchange Commission

CONFIDENTIAL   TREATMENT REQUESTED

Re: Accuray   Incorporated

BY   ACCURAY INCORPORATED: ARAY-0001

February 27,   2015

and therefore it is difficult for us to accurately predict when orders in backlog will ultimately be recognized as revenue.

While the disclosure in our Form 10-Q for the three months ending December 31, 2014 provides the portion of our backlog that we expect to not be reasonably filled within the current fiscal year, the Staff also asked for the portion of our backlog that is subject to being aged out in the next fiscal quarter and this fiscal year.  If all orders subject to age out were not fulfilled in fiscal 2015, this would lead to age outs of [***] in the third quarter of 2015 and [***] in the fourth quarter of fiscal 2015.

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 method 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 filing.

Response:

We respectfully acknowledge the Staff’s comment and note that we have clarified the order process in the Form 10-Q (page 19) for the three months ended December 31, 2014, which reads in relevant part, “Over the previous two fiscal years we have made numerous changes to our order taking process, including increased oversight responsibility for and management of distributors and changes in timing as to when we enter some of our distributor orders to the backlog.  We believe these changes will improve the quality of backlog over time and reduce the level of age-outs.”

Specifically, we advise the Staff that we have created new positions within the sales department that are specifically responsible for distributor management. With respect to timing, for any orders for our Latin American distributors, we now require photographic evidence that construction has started at an end-user site in order to verify that such end user site is being prepared prior to us recording the applicable order in backlog.

With respect to the Staff’s question (2), we respectfully advise the Staff that the above-referenced order process changes were implemented on a prospective basis and were not applied retroactively to existing backlog and accordingly did not impact backlog that was already disclosed.  Our total backlog was $357.8 million as of December 31, 2014 of which $5.9 million is related to Latin American orders that were entered into backlog prior to the above mentioned change for Latin American region orders. We also advise the Staff that in our annual report on Form 10-K for each of the prior three fiscal years, we have disclosed in detail our method for recording backlog.  For your reference the disclosures in our most recent Form 10-K (page 62) with respect to our determination of backlog are set forth below.  The only change from the methods disclosed in the 2012 and 2013 Form 10-K is the addition of the bullet regarding orders in the Latin American region.

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED

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

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[LETTERHEAD OF ACCURAY INCORPORATED]

May 5, 2011

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C.  20549
 Attention:                                         Gabriel Eckstein and Amanda Ravitz

Re:                             Accuray Incorporated
 Registration Statement on Form S-4
 Filed April 7, 2011, and as amended May 5, 2011
 File No. 333-173344

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Accuray Incorporated (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Friday, May 6, 2011, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

In connection with the above request, the Registrant hereby acknowledges that:

1.             should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

3.             the Registrant 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.

Very   truly yours,

ACCURAY   INCORPORATED

/s/ Euan S. Thomson

Euan   S. Thomson, Ph.D.

President   and Chief Executive Officer

cc:           Gregory T. Davidson
                 Gibson, Dunn & Crutcher LLP

2

CORRESP
1
filename1.htm

Gibson,   Dunn & Crutcher LLP

1881   Page Mill Road

Palo   Alto, CA 94304-1211

Tel   650.849.5300

www.gibsondunn.com

Gregory   T. Davidson

Direct:   650.849.5350

May 3,   2011

Fax:   650.849.5050

GDavidson@gibsondunn.com

VIA EDGAR & E-MAIL

Client:   C 05398-00008

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549
 Attention: Gabriel Eckstein and Amanda Ravitz

Re:                 Accuray Incorporated
 Registration Statement on Form S-4
 Filed April 7, 2011
 File No. 333-173344

Ladies and Gentlemen:

On behalf of Accuray Incorporated, a Delaware corporation (the “Company”), we are submitting this letter in response to the written comments of the staff of the Securities and Exchange Commission, dated May 2, 2011 (the “Comment Letter”), with respect to the Company’s Registration Statement on Form S-4 filed with the Commission on April 7, 2011 (SEC File No. 333-173344) (the “Registration Statement”) in connection with the proposed merger (the “Merger”) of a wholly owned subsidiary of the Company with and into TomoTherapy Incorporated (“TomoTherapy”).

Set forth below are the headings and text of the comments raised in the Comment Letter, followed by the Company’s responses thereto.

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 procedures and consideration in the merger.  In addition, please provide, on a supplemental basis, copies of all the complaints.  Refer to Rule 418 of the Securities Act.

Response

Pursuant to the Commission’s request, on May 2, 2011, the Company sent the Commission copies of all of the complaints, on a supplemental basis.

In further response to this comment, the disclosure on page 76 of the Registration Statement will be revised to include additional disclosure regarding the litigation related to the Merger, such that this section will read as follows:

Brussels · Century City · Dallas · Denver · Dubai · Hong Kong · London · Los Angeles · Munich · New York
 Orange County · Palo Alto · Paris · San Francisco · São Paulo · Singapore · Washington, D.C.

On or about March 11, 2011, an alleged TomoTherapy shareholder, Andrew M. Storch, filed a purported class action complaint on behalf of himself and all other similarly situated shareholders of TomoTherapy in the Circuit Court of Dane County, Wisconsin, captioned Storch v. TomoTherapy Incorporated, et al., Case No. 11 CV 1183.  The lawsuit named as defendants TomoTherapy and the ten members of TomoTherapy’s board of directors (which, together with TomoTherapy, we refer to as the “TomoTherapy defendants”).  Thereafter, four more alleged TomoTherapy shareholders filed complaints in the same court on behalf of the same purported class and against the same defendants, under the following captions:  Janz v. TomoTherapy Incorporated, et al., No. 11 CV 1184 (filed on March 11, 2011); Haselwander v. TomoTherapy Incorporated, et al., No. 11 CV 1189 (filed on March 14, 2011); Reiter v. TomoTherapy Incorporated, et al., No. 11 CV 1203 (filed on March 15, 2011); and Shuen v. TomoTherapy Incorporated, et al., No. 11 CV 1208 (filed on March 15, 2011).  The Reiter and the Shuen complaints also named Accuray and Merger Sub as defendants (collectively, the “Accuray defendants”).

All five complaints alleged, among other things, that TomoTherapy’s directors breached their fiduciary duties in connection with the negotiation, consideration and approval of the Merger Agreement between TomoTherapy and Accuray.  Specifically, the complaints alleged that TomoTherapy’s ten directors (eight of whom are independent, outside directors) “failed to implement a process to obtain the maximum price for TomoTherapy shareholders” and “disloyally placed their own interests first and tailored the terms and conditions of the [Merger Agreement] to meet their own personal needs and objectives.”  The complaints also alleged that even though the merger consideration represented a 31% premium over TomoTherapy’s share price as of the last trading day before the Merger Agreement was publicly announced, such a premium is “grossly inadequate.”  In addition, the complaints alleged that the stock portion of the merger consideration is “significantly overvalued” and that TomoTherapy’s directors “failed to obtain a collar to combat any fluctuation in the stock price of Accuray that could harm TomoTherapy’s shareholders.”  The plaintiffs also alleged that the terms of the Merger Agreement, including a termination fee, a no-solicitation provision and matching rights, and the Support Agreement were unfair and preclusive deal protection devices.  However, the complaints provided no allegations as to how these transaction terms would preclude another bidder from making a superior offer.  All of the complaints also alleged that TomoTherapy, and the Reiter and Shuen complaints also alleged that the Accuray defendants, aided and abetted the alleged breaches of fiduciary duty by the TomoTherapy directors.  Based

2

on these allegations, all of the complaints sought equitable relief, including an injunction of the merger, and costs and expenses of the litigation, including attorneys’ fees.

On or about April 1, 2011, the TomoTherapy defendants filed motions to dismiss all five complaints in their entirety for failure to state a claim upon which relief can be granted.  On or about April 4, 2011, and prior to ruling on the TomoTherapy defendants’ motions to dismiss, all five actions were consolidated under the caption of the first filed complaint, Storch v. TomoTherapy Incorporated, et al., Consolidated Case No. 11 CV 1183.  On April 15, 2011, plaintiffs moved to voluntarily dismiss the Accuray defendants.  On April 18, 2011, the consolidated action plaintiffs filed a consolidated class action complaint (the “Consolidated Complaint”) against the TomoTherapy defendants in the same court and on behalf of the same purported class, captioned In re TomoTherapy Incorporated Shareholder Litigation, Lead Case No. 11-CV-1183.  The Consolidated Complaint alleges identical breach of fiduciary duty claims against TomoTherapy’s directors as the original five class action complaints, alleging, among other things, that TomoTherapy’s directors conducted a flawed sale process “designed to yield one suitor and one suitor only,” and agreed to sell TomoTherapy for inadequate consideration and on otherwise inappropriate terms.  The Consolidated Complaint also alleges that this proxy statement/prospectus contains material omissions in violation of Wisconsin law, omitting, among other things, certain financial forecasts and synergies estimates, information concerning why BofA Merrill Lynch’s compensation is contingent upon the closing of the transaction and what authority the Finance Committee of TomoTherapy’s board of directors had and how that committee arrived at the $4.80 demand.  On or about April 25, 2011, the TomoTherapy defendants moved to dismiss the Consolidated Complaint in its entirety on the grounds that its allegations were conclusory and failed to state a claim upon which relief can be granted.  A hearing on this motion has been scheduled for May 12, 2011.  The TomoTherapy defendants believe that the claims asserted in the Consolidated Complaint are without merit and intend to vigorously defend against them.

Where You Can Find More Information, page 132

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

3

Response

We note that, on April 15, 2011, TomoTherapy filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2010, which (a) included the information that was previously omitted from its original Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K and (b) deleted the reference on the cover of the original Form 10-K to the incorporation by reference to portions of its definitive proxy statement.  As a result, the Company will change the reference to TomoTherapy’s Annual Report on Form 10-K on page 133 of the Registration Statement to a reference to TomoTherapy’s “Annual Report on Form 10-K, as amended.”

*              *              *

Please direct any questions or comments regarding this letter to the undersigned at (650) 849-5350.

Very   truly yours,

/s/   Gregory T. Davidson

Gregory   T. Davidson

GTD/jt

cc:

Euan   S. Thomson, Ph. D.

Accuray   Incorporated

4

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

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

       DIVISION OF
CORPORATION FINANCE

December 16, 2010

 Euan S. Thomson, PhD President and Chief Executive Officer Accuray Incorporated 1210 Chesapeake Terrace Sunnyvale, California 94089
 Re: Accuray Incorporated
  Form 10-K for the fiscal year ended June 30, 2010   Filed on September 1, 2010    File No.  001-33301

 Dear Dr. Thomson:
We have completed our review of your fili ngs and do not have any further comments at
this time.             S i n c e r e l y ,                 B r i a n  C a s c i o           A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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November 29, 2010

Securities
and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Brian R. Cascio, Accounting
Branch Chief

Re:          Accuray Incorporated

Form 10-K for the Fiscal Year Ended June 30, 2010

Filed on September 1, 2010

File Number:  000-33301

Dear
Mr. Cascio:

We
are responding to the comments raised by the staff (the “Staff”) of the
Securities and Exchange Commission in a letter dated October 28, 2010 (the
“Comment Letter”) related to the above referenced filing.  We appreciate the Staff’s (specifically,
Jeanne Bennett and Aslynn Hogue) accommodating our request to have until November 29,
2010, to submit our response. For your convenience, we have repeated the
comments contained in the Comment Letter below in italic type before our
response.

Form 10-K
for the fiscal year ended June 30, 2010

Item
1.  Business

1.                                      We note
your disclosure that your CyberKnife system is designed to treat solid tumors
anywhere in the body as an alternative to traditional (invasive) surgery.  With a view towards revised disclosure in
your future filings, please tell us which cases your system would not be
indicated for and the reasons why.

Response:

In
our future filings, we will include the following disclosure, updated as
appropriate, regarding the types of cases for which the CyberKnife system may
not be indicated:

A determination of when it may or may not be
appropriate to use the CyberKnife system for treatment is at the discretion of
the treating physician and

1

depends
on the specific patient.  Given, however,
the CyberKnife system’s design to treat focal tumors, the CyberKnife system is
generally not used to treat (1) very large tumors, which are considerably
wider than the radiation beam that can be delivered by the CyberKnife system, (2) diffuse,
wide-spread disease, as is often the case for late stage cancers, because they
are not localized (though the CyberKnife system might be used to treat a focal
area of the disease) and (3) systemic disease, like leukemias and
lymphomas, which are not localized to an organ, but rather involve cells
throughout the body.

2.                                      We note
your disclosure that the cost of your system is a factor affecting the sales of
your product.  In future filings, please
also disclose, to the extent known, the range of costs for the facilities that
are required to be constructed to house your systems and enhance your
disclosure as appropriate.

Response:

We
acknowledge the Staff’s request that our future filings include additional
information regarding the costs associated with the radiation-shielded
facilities customers must have to house the CyberKnife system.  Although Accuracy is not typically
responsible for the costs associated with building these facilities, as we
discussed with the Staff, our future filings will disclose, to the extent
known, the range of costs for the facilities that are required to be
constructed to house our systems, and our disclosure will be enhanced as
appropriate.

Selected
Financial Data, page 51

3.                                      We see
that you present a line item captioned “net income attributable to common
shareholders”.  Please tell us why you
have included this caption since there does not appear to be any other equity
ownership that would also share net income.

Response:

We
acknowledge the Staff’s comment regarding the reference to “common shareholders”
in the referenced caption of our Selected Financial Data table.  The Staff correctly notes that we have only
one class of equity ownership outstanding.
We do have authorized blank check preferred stock, though none is
outstanding.  The reference to “common
shareholders” is a legacy reference from a time at which we had outstanding
preferred stock.  Accordingly, in our
future filings, we will revise this caption to read “Net income (loss).”

Management’s
Discussion and Analysis

Critical
Accounting Policies and Estimates, page 67

4.                                      Please
revise future filings to provide a discussion of your critical accounting
policies including judgments and uncertainties affecting the application of
those policies, and the

2

likelihood that materially
different amounts would be reported under different conditions or using
different assumptions.  Such disclosure
should supplement, not duplicate, the description of accounting policies that
are already disclosed in the notes to the financial statements.  The disclosure should provide greater insight
into the quality and variability of information regarding financial condition
and operating performance. Please note that while accounting policy notes in
the financial statements generally describe the method used to apply an
accounting principle, the discussion in MD&A should present a company’s analysis
of the uncertainties involved in applying a principle at a given time or the
variability that is reasonably likely to result from its application over
time.  Refer to FR-72 and SEC Release No. 33-8040.

Response:

We acknowledge the Staff’s
request for a discussion of our critical accounting policies in our Management’s
Discussion and Analysis, including judgments and uncertainties affecting the
application of those policies, and the likelihood that materially different
amounts would be reported under different conditions or using different
assumptions.  Accordingly, our future
filings will include the following discussion, updated as appropriate, of our
critical accounting policies:

Critical Accounting Policies and Estimates

The discussion and analysis of our financial
condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with GAAP. The preparation
of these consolidated financial statements requires management to make estimates
and judgments that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
consolidated financial statements, as well as revenue and expenses during the
reporting periods. We evaluate our estimates and judgments on an ongoing basis.
We base our estimates on historical experience and on various other factors we
believe are reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities.
Actual results could therefore differ materially from those estimates if actual
conditions differ from our assumptions.

Note 2, “Summary
of Significant Accounting Policies,” in Notes to the Consolidated
Financial Statements, which is included in Item 8. Financial Statements
and Supplementary Data, describes our significant accounting policies and
methods used in the preparation of our Consolidated Financial Statements. The
methods, estimates and judgments that we use in applying our accounting
policies require us to make difficult and subjective judgments, often as a
result of the need to make estimates regarding matters that are inherently
uncertain. Management believes the critical accounting policies and estimates
are those related to revenue recognition, inventory valuation, stock-based
compensation, income taxes, legal and other contingencies and corporate bonus
accruals.

3

Revenue Recognition

We frequently enter into sales arrangements with
customers that contain multiple elements or deliverables such as hardware,
software and services.  In order to
comply with GAAP, we have to make a number of reasoned judgments with respect
to elements of these sales arrangements, including how to allocate the proceeds
received from an arrangement, whether there are multiple elements of the
arrangement, whether any undelivered elements are essential to the
functionality of the delivered elements and the appropriate timing of revenue recognition
with respect to these arrangements.  For
revenue arrangements with multiple elements which were entered into by
June 30, 2010 and which have not subsequently been materially modified, we
allocate arrangement consideration to each element based upon vendor specific
objective evidence, or VSOE, of fair value of the respective elements. VSOE of
fair value for each element is based upon our historical standard rates charged
for the product or service when such product or service is sold separately or based
upon the price established by our management-comprised pricing committee, which
has the relevant authority when that product or service is not yet sold
separately. Changes to the elements in an arrangement and the ability to
establish VSOE of the fair value for those elements could affect the timing and
the amount of revenue recognition.

In the first quarter of fiscal 2011, we adopted
Accounting Standards Update, or ASU, 2009-13, Multiple-Deliverable
Revenue Arrangements, (amendments to Accounting Standards
Codification, or ASC, Topic 605, Revenue
Recognition), or ASU 2009-13, (formerly Emerging Issues Task Force,
or EITF, Issue 08-1) and ASU 2009-14, Certain
Arrangements That Include Software Elements, (amendments to
Financial Accounting Standards Board, or FASB, ASC Topic 985, Software), or ASU 2009-14, (formerly EITF
09-3). The new standard changes the requirements for establishing separate
units of accounting in a multiple element arrangement and requires the
allocation of arrangement consideration to each deliverable to be based on the
relative selling price. The FASB also amended the accounting standards for
revenue recognition to exclude software that is contained in a tangible product
from the scope of software revenue guidance if the software is essential to the
tangible product’s functionality. We adopted these new standards on a
prospective basis; therefore, they apply only to revenue arrangements entered
into or materially modified beginning July 1, 2010. The revised guidance
primarily provides two significant changes: 1) it requires us to allocate
revenues in an arrangement using best estimated selling prices, or BESP, of
deliverables if we do not have VSOE or third-party evidence, or TPE, of selling
price; and 2) it eliminates the residual method and requires us to allocate
revenue using the relative selling price method. The BESP is established
considering multiple factors including, but not limited to, pricing practices,
internal costs, geographies and gross margin. The determination of BESP is made
through consultation with and formal approval by our pricing committee, taking
into consideration the overall go-to-market pricing strategy. We may modify or
develop new go-to-market practices in the future. As these go-to-market strategies
evolve, we may modify our pricing practices in the future, which may result in
changes in selling prices, impacting both VSOE and BESP. These factors may
result in a different allocation of revenue to the deliverables in multiple
element arrangements from the

4

current
fiscal year, which may change the pattern and timing of revenue recognition for
these elements but will not change the total revenue recognized for the
arrangement.

Revenue recognition also depends on all or a
combination of the timing of shipment, completion of installation, customer
acceptance and the readiness of customers’ facilities. If shipments are not
made on scheduled timelines, installation schedules are delayed or if the
products are not accepted by the customer in a timely manner, our reported
revenues may differ materially from expectations. For
example, if a CyberKnife system were sold for $4 million and the sale involved
multiple elements including training and service, a 5% change in BESP of the
system could result in an increase or a decrease of approximately $25,000 in
the amount of revenue allocated and recognized as product revenue rather than
as service revenue.

Inventories

The valuation of inventory requires us to estimate
obsolete or excess inventory as well as damaged inventory. The determination of
obsolete or excess inventory requires us to estimate the future demand for our
products. We regularly review inventory quantities on hand and adjust for
excess and obsolete inventory based primarily on historical usage rates and our
estimates of product demand to support future sales and service. If our demand
forecast for specific products is greater than actual demand and we fail to
reduce purchasing and manufacturing output accordingly, we could be required to
write off inventory, which would negatively impact our gross margin. For example, if the actual amount of inventory that is
disposed of as obsolete, excess or damaged is 10% larger or smaller than the
amount that we estimated at June 30, 2010, then we would need to increase
or decrease cost of sales by approximately $250,000.

Stock-Based Compensation Expense

We use the Black-Scholes option valuation model to
estimate the fair value of stock options and Employee Stock Purchase Plan
shares. The Black-Scholes model requires the input of highly subjective
assumptions. The most significant assumptions are our estimates of the expected
volatility and the expected term of the award. Our expected volatility is
derived from the historical volatilities of several unrelated public companies
within industries related to our business because we do not have sufficient
trading history on our common stock. When making the selections of our peer
companies within industries related to our business to be used in the
volatility calculation, we also considered the stage of development, size and
financial leverage of potential comparable companies. In addition, as our
historical share option exercise experience does not provide a reasonable basis
upon which to estimate the expected term, we estimate the expected term of
options granted by taking the average of the vesting term and the contractual
term of the option, as illustrated by the simplified method. The assumptions
used in calculating the fair value of share-based payment awards represent
management’s best estimates, but these estimates involve inherent uncertainties
and the application of management judgment. As a result, if factors change and
we use different assumptions, our stock-based compensation expense could be
materially different in the future.

We recognize compensation cost for only those shares
expected to vest over the requisite service period of the award. We estimate
our forfeiture rate based on an analysis of our actual forfeitures and will
continue to evaluate the appropriateness of the forfeiture rate based on recent
forfeiture activity and expected future employee turnover. Quarterly changes in
the estimated forfeiture rate can have a significant effect on reported stock-based
compensation expense, as the cumulative effect of adjusting the rate for all
expense

5

amortization
is recognized in the period the forfeiture estimate is changed. If a revised
forfeiture rate is higher than the previously estimated forfeiture rate, an
adjustment is made that will result in a decrease to the stock-based
compensation expense recognized in the consolidated financial statements. If a
revised forfeiture rate is lower than the previously estimated forfeiture rate,
an adjustment is made that will result in an increase to the stock-based
compensation expense recognized in the consolidated financial statements. For example, a change to our estimated forfeiture rate by 5%
would result in an increase or decrease in overall stock-based compensation
expense in a fiscal year by approximately $1.2 million.

Income Taxes

We calculate our
current and deferred tax provisions based on estimates and assumptions that
could differ from the actual results reflected in our income tax returns filed
during the subsequent year. We record adjustments based on filed returns when
we have identified and finalized them, which is generally in the third quarter
o

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

       DIVISION OF
CORPORATION FINANCE

October 28, 2010

   Via U S Mail and FAX [(408) 716-4601 ]

  Euan S. Thomson, PhD President and Chief Executive Officer Accuray Incorporated 1210 Chesapeake Terrace Sunnyvale, California 94089
 Re: Accuray Incorporated
  Form 10-K for the fiscal year ended June 30, 2010   Filed on September 1, 2010    File No.  001-33301

 Dear Dr. Thomson:
We have reviewed your filings and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.     Please response to this letter within ten business days by providing 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 comments, we may
have additional comments.

 Euan S. Thomson, PhD
Accuray Incorporated October 28, 2010  Page 2
Form 10-K for the fiscal year ended June 30, 2010

Item 1.  Business

1. We note your disclosure that your CyberKnife system is designed to treat solid tumors anywhere in the body as an alternative to traditional (invasive) surgery.  With a view towards revised disclosure in your future filings, please tell us which cases your system would not be indicated for and the reasons why.

2. We note your disclosure that the cost of your system is a factor affecting the sales of your product.  In future filings, please also disclose, to the extent known, the range of costs for the facilities that are required to be constructed to house your systems and enhance your disclosure as appropriate.
 Selected Financial Data, page 51

3. We see that you present a line item captioned “net income attributable to common shareholders”. Please tell us why you have included this caption since there does not appear to be any other equity ownership that would also share net income.
 Management’s Discussion and Analysis

 Critical Accounting Policies and Estimates, page 67

4. Please revise future filings to provide a discussion of your critical accounting policies including judgments and uncertainties affecting the application of those policies, and the likelihood that materially different amounts would be reported under different conditions
or using different assumptions.  Such disc losure should supplement, not duplicate, the
description of accounting policies that are already disclosed in the notes to the financial statements. The disclosure should provide greater insight into the quality and variability of information regarding financial condition and operating performance. Please note that while accounting policy notes in the financial statements generally describe the method used to apply an accounting principle, the discussion in MD&A should present a company's analysis of the uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to result from its application over time. Refer to FR-72 and SEC Release No. 33-8040.

 Euan S. Thomson, PhD
Accuray Incorporated October 28, 2010  Page 3
Item 9A.  Controls and Procedures, page 107

5. In your future filings, please disclose any changes in your internal control over financial
reporting identified in connection with the evaluation of your internal control over financial reporting described in this section that occurred during your last fiscal quarter (your fourth fiscal quarter in the case of your annual report) that have materially affected,
or are reasonably likely to materially affect, your internal control over financial reporting.  Refer to Item 308(c) of Regulation S-K.
 Item 11. Executive Compensation, page 109

6. We refer to your disclosure in the second paragraph of “Annual Cash Incentives” on page 24 of your proxy statement, which you have incorporated by reference.  Please revise your future filings to explain the specific elements considered by your Compensation Committee in setting the target award opportunity percentages for each of your named executive officers and to explain why these percentages varied among the named executive officers.

7. We refer to your disclosure under “Fiscal 2010 Equity Awards” on pages 28 through 29 of your proxy statement which you have incorporated by reference.  Please revise your future filings as applicable to provide substantive analysis and insight into how your Compensation Committee made its stock option grant determinations with respect to each named executive officer.  Refer to Regulation S-K Item 402(b)(1)(iii) and (v).  For example, please discuss and analyze how you determined the actual number of shares underlying the stock options that were awarded to your named executive officers and how and why those awards varied among the named executive officers.  Please also indicate whether annual equity awards were in the approximate range of the 50th and 60th percentile; explain any material deviation from the percentile range; and specify how the committee considered elements of individual and corporate performance, total compensation package, accumulated equity holdings, the nature of the position, and retention needs in reaching its determination for each named executive officer.

8. We note that your disclosure in the “Grant of Plan-Based Awards for Fiscal 2010” on page 39 of your proxy statement, which you have incorporated by reference, does not reflect the minimum threshold amounts or percentages included in your disclosure on pages 25 and 27.  Please revise future filings to reflect threshold estimated future payouts under non-equity incentive plan awards.

 Euan S. Thomson, PhD
Accuray Incorporated October 28, 2010  Page 4

Exhibits

9. We note that you have requested confidential treatment for certain portions of Exhibit 10.22 to your Form 10-K.  Please submit an application for confidential treatment for the information you have redacted from that exhibit and clear any comments that we may issue on that application.

  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 all information the Securities Exchange Act of 1934 and all applicable Exchange 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.     In responding to our comments, please provide a written a 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 taking 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 contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3676 if you have
questions regarding comments on the financial statements and related matters.  Please contact Aslynn Hogue at (202) 551-3841 or Timothy Buch miller, Senior Attorney, at (202) 551-3635 on
other comments.  In this regard, please do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551-3671 with any other questions.

Sincerely,
          B r i a n  R .  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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140 Scott Drive

Menlo Park, California 94025

Tel: (650) 328-4600 Fax: (650) 463-2600

www.lw.com

[LATHAM & WATKINS LLP LETTERHEAD]

FIRM / AFFILIATE OFFICES

Barcelona

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Washington, D.C.

February 7,
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:

        On
behalf of Accuray Incorporated ("Accuray" or the "Company"), we confirm receipt of the letter dated February 7, 2007 from the staff (the "Staff") of the Securities and Exchange
Commission (the "Commission") with respect to the above-referenced filing. We are responding to the Staff's comments as set forth below. The Staff's comments are set forth below in bold, followed by
the Company's response. Accuray has filed Amendment No. 6 ("Amendment No. 6") to the above-referenced registration statement in connection with this response letter. All page numbers in
the responses below refer to Amendment No. 6.

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.

        In
response to the Staff's comment, Accuray has filed an updated opinion as Exhibit 5.1 to Amendment No. 6.

2.We note your responses to our prior comments 4 and 5. We are evaluating your responses and may have further comment.

        We
acknowledge the Staff's 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.

        In
response to the Staff's comment, Accuray has filed an opinion of counsel identifying the shares being registered by the selling stockholders as Exhibit 5.2 to Amendment
No. 6.

4.Please file as an exhibit to your registration statement the merger agreement referred to in the opinion.

        In
response to the Staff's comment, Accuray has filed the merger agreement as Exhibit 2.1 to Amendment No. 6.

5.Please obtain an opinion of counsel that identifies the bylaws and the underwriting agreement with greater specificity. For example, identify these documents by
their exhibit numbers listed in the registration statement.

        The
opinion has been revised in response to the Staff's comment.

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 opinion of counsel that clarifies that
such documents are those documents that have been filed as exhibits to your registration statement.

        The
opinion has been revised in response to the Staff's comment.

7.It is inappropriate for your opinion to assume conclusions of law which are necessary requirements of the ultimate legality opinion. Please obtain an opinion of
counsel that eliminates the following assumptions contained in the current legal opinion:

•the incumbency, authority, legal right and power and legal capacity under all applicable laws and regulations of, the officers and other 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 submitted to [your counsel] in unexecuted form; and

•the assumption contained in the first full paragraph on page 2 of the opinion relating to the merger transactions.

        The
opinion has been revised in response to the Staff's comment.

8.The limitations contained in the last two sentences of the paragraph at the top of page 2 are inappropriate. Please obtain a revised opinion of counsel that
removes this language.

        The
opinion has been revised in response to the Staff's comment.

9.We note that the opinion is limited to Delaware General Corporation Law. Please have your counsel confirm to us in writing that the law covered by the opinion
includes not only the Delaware General Corporation Law, but also the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

        In
response to the Staff's comment, we understand that counsel has provided separately a confirmation of such matters to the Staff.

*
* * * *

2

        If
the Staff has any questions or would like to discuss any of the foregoing, please do not hesitate to contact the undersigned at (650) 463-2645.

Very truly yours,

/s/  LAURA I. BUSHNELL       Laura I. Bushnell, Esq.

of Latham & Watkins LLP

cc:Euan
S. Thomson, Ph.D., Accuray Incorporated

Robert E. McNamara, Accuray Incorporated

Michael W. Hall, Esq., Latham & Watkins LLP

Jean-Marc Corredor, Esq., Latham & Watkins LLP

Connie Chen, Esq., Latham & Watkins LLP

Mark L. Reinstra, Esq., Wilson Sonsini Goodrich & Rosati

Gavin McCraley, Esq., Wilson Sonsini Goodrich & Rosati
3

CORRESP
1
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RICHARDS, LAYTON & FINGER

A PROFESSIONAL ASSOCIATION

ONE RODNEY SQUARE

920 NORTH KING STREET

WILMINGTON, DELAWARE 19801

(302) 651-7700

FAX (302) 651-7701

WWW.RLF.COM

February
7, 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:

        On
behalf of Accuray Incorporated, a Delaware corporation, we have reviewed the letter dated February 7, 2007 from the staff (the "Staff") of the Securities and Exchange
Commission with respect to the above-referenced filing. We are responding to the Staff's comment number 9 in the letter as set forth below. The Staff's comment is set forth below in bold,
followed by the response.

        9.    We note that the opinion is limited to Delaware General Corporation Law. Please have your counsel confirm to us in writing that the law covered by
the opinion includes not only the Delaware General Corporation Law, but also the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these
laws.

        We
confirm with you that we concur with the Staff's understanding that the reference to the "General Corporation Law of the State of Delaware" in our opinion includes the statutory
provisions and all applicable provisions of that state's constitution and the reported judicial decisions thereunder.

        If
the Staff has any questions or would like to discuss any of the foregoing, please do not hesitate to contact the undersigned at (302) 651-7722.

Very truly yours,

/s/  MARK J. GENTILE       Mark J. Gentile

of Richards, Layton & Finger, P.A.

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.

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

CORRESP
1
filename1.htm

February 6, 2007

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jay Mumford

Re:Accuray Incorporated

Registration Statement on Form S-1

File No. 333-138622

Ladies and Gentlemen:

        In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, J.P. Morgan Securities Inc. and UBS Securities LLC, as
representatives of the several Underwriters, hereby join in the request of Accuray Incorporated (the "Company") for acceleration of the effective date of the above-referenced Registration Statement so
that such Registration Statement will be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Daylight Time, on February 7, 2007, or as soon thereafter as
is practicable.

        Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company's
Preliminary Prospectus dated January 23, 2007 through February 6, 2007 at 5:00 p.m., Eastern Daylight Time:

        Preliminary
Prospectus dated January 23, 2007

        11,975
copies to prospective underwriters, institutional advisors, dealers and others

        The
undersigned, as representatives of the several Underwriters, has and will, and each Underwriter and dealer has advised the undersigned that it has and will, comply with
Rule 15c2-8 of the General Rules and Regulations under the Securities Exchange Act of 1934.

Sincerely,

J.P. MORGAN SECURITIES INC.

UBS SECURITIES LLC

    As Representative of the several Underwriters

By: J.P. Morgan Securities Inc.

/s/ Jeffrey A. HoffmanSignature

Jeffrey A. Hoffman, Managing Director Print Name and Title of Authorized Signatory

By: UBS Securities LLC

/s/ Carin FradinSignature

Carin Fradin, Executive Director Print Name and Title of Authorized Signatory

/s/ S. Michael RaganSignature

S. Michael Ragan, Associate Director Print Name and Title of Authorized Signatory

CORRESP
1
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[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 this action 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

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.

CORRESP
1
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Washington, D.C.

February 5, 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:

        On
behalf of Accuray Incorporated ("Accuray" or the "Company"), we confirm receipt of the letter dated January 25, 2007 from the staff (the "Staff") of the Securities and Exchange
Commission (the "Commission") with respect to the above-referenced filing. We are responding to the Staff's comments as set forth below. The Staff's comments are set forth below in bold, followed by
the Company's response. Accuray is filing pre-effective Amendment No. 4 ("Amendment No. 4") to the above referenced registration statement with this response letter. All page
numbers in the responses below refer to Amendment No. 4.

The Offering, page 7

1.We note your response to prior comment 8 in our letter dated January 11, 2007 that you have received a firm commitment from the warrant holder to
exercise his shares immediately prior to the closing of the offering. Please tell us if there is written and legal documentation of the warrant holder's obligation to exercise the warrants prior to
the closing of the offering.

        Accuray
respectfully advises the Staff that it has received written notice of exercise and other legal documentation of the warrant holder's obligation to exercise the warrants prior to
the closing of the offering.

Risk Factors, page 11

It is difficult and costly to protect our intellectual property..., page 21

2.We note your new disclosure about the letter from AS&E regarding a potential intellectual property dispute. Please disclose the nature of the intellectual
property at issue.

        Accuray
has revised the disclosure on pages 21 and 73 in response to the Staff's comment.

Principal and Selling Stockholders, page 109

3.Please identify the natural person(s) with voting or investment power over the shares held by each selling stockholder.

        Accuray
has revised the disclosure on pages 112 through 114 in response to the Staff's comment.

*
* * * *

        Accuray
would very much appreciate the Staff's prompt review of Amendment No. 4 and this response letter. If the Staff has any questions or would like to discuss any of the
foregoing, please do not hesitate to contact the undersigned at (650) 463-2645.

Very
truly yours,

/s/ Laura I. Bushnell

Laura I. Bushnell

of Latham & Watkins LLP

cc:

Euan S. Thomson, Ph.D., Accuray Incorporated

Robert E. McNamara, Accuray Incorporated

Michael W. Hall, Esq., Latham & Watkins LLP

Laura I. Bushnell, Esq., Latham & Watkins LLP

Jean-Marc Corredor, Esq., Latham & Watkins LLP

Mark L. Reinstra, Esq., Wilson Sonsini Goodrich & Rosati

Gavin McCraley, Esq., Wilson Sonsini Goodrich & Rosati

2

January 11, 2007

Mail Stop 6010

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

Re: Accuray Incorporated
 Amendment No. 1 to Registra tion Statement on Form S-1
 Filed December 22, 2006
          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.
The Offering, page 7
1. We note your response to prior comment nine in our lette r dated December 8,
2006.  We continue to believe that the exercise of the warrants to purchase
common stock immediately prior to the closing of the offering should not be
assumed unless there is a firm commitm ent or other agreement.  A warrant
holder’s intention to exercise the warrant w ould not be sufficient.  Please revise.

Euan S. Thomson, Ph.D.
Accuray Incorporated
January 11, 2007 Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation,
page 37
Results of Operations, page 41
Three months ended September 30, 2005 compar ed to three months ended September 30,
2006, page 42
Net Revenue
2. We reference the disclosure that you recognized the sale of none and six CyberKnife systems in the quarters ended September 30, 2005 and 2006, respectively.  If you reco gnized the sale of no Cyberknife systems during the
quarter ended September 30, 2005, please revise  to disclose the nature of the $3.9
million of product revenue recorded duri ng that period.  Additionally, please
describe the circumstances that resulted in  the installation of eight units during the
quarter ended September 30, 2005, yet no revenue was recorded.
Certain Relationships and Re lated Transactions, page 106
3. We note your response to our prior comme nt 23.  Please tell us where you have
filed the agreements you desc ribe in your response.
4. We note your response to our prior comment  25.  To the extent material, please
describe any differences between the PMTC  and your standard agreements or tell
us what those provisions are and why you do not believe  they are material.
5. We refer to your disclosure that e ffective November 2006, you will assume the
liabilities and obligations of the Cybe rKnife Society, including a consulting
agreement with Dr. Adler.  Please revise  your filing to quant ify the significant
liabilities and obligations you will assume.
Principal and Selling Stockholders, page 110
6. We note your response to our prior comme nt 30.  Please identify the individuals
with beneficial ownership of the shares held  by the entities described in this table.
For example, please identify the individua l or individuals who have voting and
dispositive control over the shares held by President (BVI) International
Investment Holdings Ltd. and Marubeni Corporation.

Euan S. Thomson, Ph.D.
Accuray Incorporated
January 11, 2007 Page 3
Shares Eligible for Future Sale, page 119
7. We note your response to our prior comme nt 31.  Please explain why 5% of your
holders are not going to be subject to the lockups.  Please tell us how those holders were identified.
Change in Accountants, page 125
8. We note your response to prior comment 32 in our letter dated December 8, 2006.
This comment will remain unresolved until you file the letter from your former
accountant as an exhibit.
Notes to Consolidated Financial Statements
Note 2.  Summary of Significant Accounting Policies, page F-9
Stock-Based Compen sation, page F-17
9. We reference the disclosure added in re sponse to prior comment 38 in our letter
dated December 8, 2006 that you engaged an unrelated third-part y appraisal firm
to assist in determining the fair va lue of common stock.  While you are not
required to make reference to an independent valuation, when you do so, you must include the name of the expert and provide their written consent as an
exhibit to the registration statement. See Item 601(b) of Regulation S-K.
Note 3.  Balance Sheet Components, page F-25
Property and Equipment, page F-26
10. Refer to prior comment 39 in our letter dated December 8, 2006.  Please revise to
disclose the terms under which a customer  may purchase a CyberKnife system
under the shared ownership program. Additionally, disclose how you account for
the revenues of systems sold under this  program and the amount of revenues
recorded in each period as a result of such sales.

Euan S. Thomson, Ph.D.
Accuray Incorporated
January 11, 2007 Page 4
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.

D e c e m b e r  8 ,  2 0 0 6

Mail Stop 6010

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

Re: Accuray Incorporated
 Registration Statement on Form S-1
 Filed November 13, 2006
          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.
General
1. It is unclear from the front cover page  and signature page of your registration
statement which entity has filed the regi stration statement and is registering the
securities.  Your disclosure on page II-2, indicating that “[p]rior to completion of
the offering, the Registrant will reincor porate in Delaware,” suggests that the
California corporation is the registrant but that the Delaware corporation will be
issuing the securities.  Pl ease note that the company that will be issuing the
securities needs to file th e registration statement.  Se e Securities Act Rule 405 for
the definition of “registrant.”  Please indicate whether the reincorporation will occur prior to effectiveness and revise your registration statement to clearly identify the entity that is both registeri ng and issuing the secur ities registered in
your Form S-1.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 2
2. Please update information you have provi ded throughout your prospectus as of
June 30, 2006 to a more recent practicable date.
Prospectus Cover Page
3. Please confirm that any preliminary prosp ectus you circulate will include all non-
Rule 430A information. This includes th e price range and related information
based on a bona fide  estimate of the public offering within that range. Also note
that we may have additional comments after you include this information.
Graphics
4. If you intend to add graphics to your pros pectus please provide us with copies so
that we may review them.
Prospectus Summary
5. The disclosure in the summary should be a balanced presentation of your
business. Please balance the descripti on of your competitive strengths with
equally prominent disclosure of the challenges you face and the risks and
limitations that could harm your business or inhibit your strategic plans.  For
example, but without limitation, balance your discussion of your product benefits
with a discussion of the ri sks your business faces from:
• the expected 25% decrease in the Me dicare payment rate for procedures
utilizing your product fo r the 2007 calendar year;
• the lack of long-term clinical data  supporting the efficacy of your product;
• your reliance on single source suppliers;
• the length and variabilit y of your sales cycle;
• regulatory risks resulting from your frequent product modifications and upgrades; and
• the significance to your business of in ternational sales a nd your dependence
on third-party distributors.
6. Please provide us independent, objective support for the statements regarding
your leadership and market standing. Fo r example, you indicate in the summary
and in other parts of your prospectus th at your products procedure “avoids many
of the potential risks and complications that are associated wi th other treatment
options and is more cost effective that traditional surgery” and that you have “a
well-established track reco rd of developing and deliv ering state-of-the-art
upgrades.”
7. Please disclose in your prospectus su mmary when your product received FDA
approval and when it received approval fo r indications outside the brain.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 3
8. In the forepart of the prospectus, incl uding the summary and the risk factors,
please limit the use of technical jargon and terms that may not be familiar to investors, including terms and abbreviations such as  “linear accelerator,” “image-
guidance technology,” “rigid frames,” “s terotactic frames,” gantry-based,”
“implanted fiducials” and “collimator cha nger.”  Where you believe it is essential
to use technical terms and abbreviations, please define them when you use them.
The Offering, page 6
9. We note the discussion that the inform ation in the prospectus assumes the
exercise of the warrants to purchase 525,000 shares of common stock immediately prior to the closing of th e offering. Please tell us the basis for
assuming the exercise of these warrants.  For example, discuss whether there is
there a firm commitment or other agreemen t for the exercise of these warrants.
Risk Factors, page 9
We must obtain and maintain regulatory approvals…, page 17
10. Please expand your discussion regarding the 12 month suspension of Japanese
regulatory approval.  For example, explai n what it means to have your distributor
fail to “coordinate product modifications and obtain necessary regulatory
clearances in a timely manner.”  Confirm that the cause of such suspension has since been resolved to the satisfaction of Japanese regulat ory authorities and
whether as a result of such suspension  you are subject to a probationary period.
Also clarify whether this distributor is  one of your current major shareholders.
Management’s Discussion and Analysis, page 35
11. Please revise the overview to add a ba lanced, executive-leve l discussion that
identifies the most important themes or other significant matters with which management is concerned primarily in evaluating the company’s financial condition and operating results.  Discu ss material business opportunities,
challenges and risks, such as those pr esented by known material trends and
uncertainties, on which the company’s executives are most focused, and the actions they are taking in response to th em.  For example, disclose whether you
are seeking to expand or reduce your shared ownership plans, why you chose to restructure your service pl ans and discontinue your legacy service plans and the
effects such restructuring has had on your  results of operation.  As another
example, disclose what consideration,  if any, management has given to the
challenges, risks and potential effects on your operating results, liquidity and
prospects resulting from the downward adjustment to Medicare reimbursement rates by at least 25% for treatments us ing your technology, as discussed in your
risk factor on pages 11 and 12 and on pa ge 66.  Discuss whether management has
contemplated the effect of such trend on its expectations disclosed on page 39 that

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 4
costs of revenue and certain expenses will decrease as a percentage of total net revenue as you realize economies of scal e. For further guidance on the content
and purpose of the “Overview,” see In terpretive Release No. 33-8350 on our
website.
Net revenue, page 39
12. Please revise to explain the types of revenue included in each of the four categories disclosed on the face of your statement of operations.
Recent Accounting Pronouncements, page 49
13. We see that you currently use SFAS 123 to account for share-based payment
transactions.  Please explain why you disc lose that the amounts disclosed within
your footnotes are not necessa rily indicative of the amounts that will be expensed
upon the adoption of SFAS 123-R.  Note that  if you use the fair value method to
account for share-based payments, the re quirements of paragraph 45(c) of SFAS
123 are not applicable.
Business, page 51
14. We note that you have identified Med itec/Marubeni Corporation as a 10%
customer on page F-10.  Please disclose in your business section the information
required by Item 101(c)(vii)  of Regulation S-K.
15. Please provide a brief history of your operations.  For example, we note you
entered into manufacturing agreements in 1991, yet did not receive approval to
sell your product in Japan in 1996 and in  the United States until 1999.  Explain
how you funded your development.
16. Specify the “various indications” for wh ich your product has been approved in
Japan, Korea, Taiwan, China and the othe r countries you refer to in the second
paragraph of page 51.
17. Please provide us support for your estim ate that over 20,000 patients worldwide
have been treated with the CyberKnife system since its commercial introduction.
Similarly, provide support for your st atements that your customers have
increasingly used your product for indicat ions outside the brain and that more
than 50% of patients treated with the C yberKnife system in the United States
during the three months ended Septem ber 30, 2006 were treated for tumors
outside the brain.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 5
Competition, page 64
18. Reconcile your disclosure that some manufacturers “claim some radiosurgery
capabilities” with disclosure on page 17 that suggests that some of your
competitors in fact have such capabilities.
Reimbursement, page 66
19. Revise your disclosure to specify, if  known, whether the slight change in
reimbursement for physician professional services will increase or decrease
reimbursement.
Management, page 75
20. Provide succinct descriptions of each individual’s business experience for the last
five years, leaving no ambiguities or gaps of time.  For example, please address
the periods of June to December 2004, August 2002 to March 2003 and July 1998
to March 2001 for Robert McNamara.
Audit Committee, page 77
21. Please tell us how you intend to comply  with NASDAQ listing standards Rule
4350(c) requiring a majority of independent  members of the board of directors as
it appears Mr. Tu, Dr. Thomson and Dr. Adler may not qualify as independent.
For example, we note that Mr. Adler ha s received consulting fees from the
company.  As another example we note th at Mr. Tu is pres ident of President
International Development Corporation, of  which President (B VI) International
Investment Holdings Ltd. is a wholly ow ned subsidiary and holder of more than
5% of your outstanding voting stock.  We note that he is also a director of
President Medical Technologies, Co., Lt d., Inc., your distributor for Taiwan,
Hong Kong and Macao SAR.
Director Compensation, page 78
22. Please explain the purpose and history of the CyberKnife Society and why you
assumed the obligation under its agreement with Dr. Adler.
Certain Relationships and Re lated Transactions, page 99
23. We note you state you have no outstanding accounts receivable with Meditec.
Please clarify whether you have any othe r current obligations to them and why
they are no longer your distributor in Ja pan.  Also please file your May 2003
agreement as an exhibit.
24. Please disclose how much Marubeni Corpor ation and its affiliates invested in
your company and when such investment occurred.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 6
25. Please tell us whether the terms of your agreement with PMTC are similar to
agreements with your other distributors.  To the extent material, describe any
differences from your standard agreements.
26. Please tell us why the payment from PMTC for 2005 was only $21,000.
27. Please disclose how much President (PVI) International Investment Holdings Ltd.
and its affiliates invested in your compa ny and when such investment occurred.
28. We note you state that either PMTC or you may terminate the agreement without
cause during the first two years of the agreement, yet it appears such time period
has passed.  Please clarify.
29. Please explain what services and/or produc ts you provided to Stanford University
in return for the payments you describe.
Principal and Selling Stockholders, page 102
30. Please identify the individuals with benefici al ownership of the shares held by the
entities described in this table.
Shares Eligible for Future Sale, page 112
31. Please quantify what it means to have “s ubstantially” all yo ur stockholders sign
lockups.
Change in Accountants, page 118
32. Please file as an exhibit a letter from  your former accountant, indicating whether
or not they agree with your disclosure s regarding the change in accountants.
Financial Statements
33. Please update the financial statements as required by Rule 3-12 of Regulation S-
X.
34. Please include a currently dated and si gned consent from your independent
auditors prior to requ esting effectiveness.
Note 2.  Summary of Significant Accounting Policies, page F-8
Revenue Recognition, page F-11
35. Please disclose how you are applying th e residual method to your products and
services. In addition, please tell us ho w your policy for recognition of upgrade
services revenue complies with the requi rements of paragraph 38 of SOP 97-2.

Euan S. Thomson, Ph.D.
Accuray Incorporated
December 12, 2006 Page 7
Stock-Based Compen sation, page F-15
36. Please note that we are deferring any fi nal evaluation of stock compensation until
the estimated offering price is specified, and we may have further comments in
that regard when you file the ame ndment containing that information.
37. We refer to your disclosure that you used  fair values of common stock between
$2.63 and $7.63 in the Black-Scholes option pricing model to determine stock-based compensation.  Please provide us with a schedule showing in chronological order, the date of grant, optionee, number  of options granted, exercise price and
the fair value of the underlying shares of common stock for the options issued
within the year preceding the contemplated IPO.  Also, provide a similar schedule for issuances of warrants.  Please indicat e the compensation recorded for each of
these issuances and reconcile to the amounts recorded in the financial statements.  Tell us the objective evidence and analysis  which supports your determination of
the fair value at each grant and stock i ssuance date.  Discuss the nature of any
events which occurred between the dates the options were granted and the date
the registration statement was filed.  In addition, provide details of estimated pricing information from the underwr iters and indicate whether this was
considered in determining estimated fair  value of the stock and options issued.
38. For options granted during the twelve months  prior to the date of the most recent
balance sheet, please disclose the foll owing in the notes to your financial
statements:
⋅ For each grant date, the number of opti ons granted, the exercise price, the
fair value of your common stock, and the intrinsic valu e (if any) per
option.
⋅ If the valuation specialist was a relate d party, please disclose that fact.
⋅ Whether the valuation was contem poraneous or retrospective.
Note 3. Property and Equipment, page F-21
39. We reference the disclosure that you reta in title to the CyberKnife system under
the terms of the shared ow nership program. Please tell us whether there are any
provisions or options in the agreement fo r customer to purchase the system. In
addition, tell us the nature of the “contingent revenues” referenced in Note 3.
Note 4.  Business Combination, page F-21
40. We reference the discussion in Note 4 that  the purchase of HES was accounted for
in accordance with SFAS 141 but lacked the materiality to be incorporated int