UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 6, 2010

ACCURAY INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1310 Chesapeake Terrace
Sunnyvale, California 94089

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 716-4600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 6, 2010, Accuray Incorporated (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2010.  A copy of the Company’s press release dated May 6, 2010, titled “Accuray Announces Results for Third Quarter Fiscal 2010” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information (including the exhibit hereto) is being furnished under “Item 2.02 Results of Operations and Financial Condition” (including the exhibit hereto) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Accuray Announces Results for Third Quarter Fiscal 2010

14 Orders Added to Backlog Highlight Profitable Quarter

SUNNYVALE, Calif., May 6, 2010 — Accuray Incorporated (Nasdaq: ARAY), a global leader in the field of radiosurgery, announced today financial results for the third quarter of fiscal year 2010, ended March 31, 2010.

For the third quarter of fiscal 2010, Accuray reported total revenue of $51.9 million, compared to the third quarter of fiscal 2009 total revenue of $61.3 million.

Accuray reported net income for the third quarter of fiscal 2010 of $2.3 million, or $0.04 per diluted share, compared to a net income of $1.2 million, or $0.02 per diluted share, during the same period last year.

During the third quarter of fiscal 2010, 14 orders for CyberKnife® Robotic Radiosurgery Systems with a value of $64.3 million were added to company backlog, which combined with service renewal orders and other ancillary accessory orders yielded a total addition to backlog of $76.6 million. For the first nine months of fiscal 2010, Accuray added 41 CyberKnife Systems to backlog and shipped 26 units.

In the third quarter of fiscal 2010, six CyberKnife Systems were installed, bringing the worldwide CyberKnife installation base to 196 units.

For the nine months ended March 31, 2010, total revenue was $159.8 million, an 8.6 percent decline over total revenue of $174.8 million during the same period last year. Net loss for the first nine months of fiscal 2010 was ($2.2) million or a loss of ($0.04) per share, compared to a net loss of ($613,000) or ($0.01) per share during the first nine months of fiscal 2009.

“We are pleased to report a third quarter with 14 orders being added to backlog,” said Euan Thomson, president and chief executive officer of Accuray Incorporated.  “Solid order performance and the achievement of profitability in a quarter where deferred platinum revenue is tailing off, highlights our ongoing core revenue growth.”

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Accuray’s cash and investment balances at the end of the third quarter of fiscal 2010 totaled $145.8 million, which includes cash and cash equivalents of $36.0 million, restricted cash of $21,000, short-term investments of $81.5 million, trading securities of $21.9 million and long-term investments of $6.4 million.

Outlook

The following statement is forward-looking and actual results may differ materially. During fiscal year 2010 Accuray expects that revenue will likely be toward the lower end of the guidance range of $220 million to $230 million. CyberKnife System revenue, which represents approximately two-thirds of total revenue, is driven by customer installation schedules.

Additional Information

Additional information regarding backlog segmentation, which will be discussed during the conference call, is available in the Investor Relations section of the company’s Web site at www.accuray.com.

Earnings Call Open to Investors

Accuray will hold a conference call for financial analysts and investors on Thursday, May 6, 2010 at 2:00 p.m. PT / 5:00 p.m. ET. The conference call dial-in numbers are 1-866-362-4832 (USA) or 1-617-597-5364 (International), Conference ID:  71384530. A live webcast of the call will also be available from the Investor Relations section on the company’s Web site at www.accuray.com. In addition, a recording of the call will be available by calling 1-888-286-8010 (USA) or 1-617-801-6888 (International), Conference ID number: 89588146, beginning at 5:00 p.m. PT / 8:00 p.m. ET, May 6, 2010 and will be available through May 9, 2010. A webcast replay will also be available from the Investor Relations section of the company’s Web site at www.accuray.com from approximately 5:00 p.m. PT / 8:00 p.m. ET today through Accuray’s release of its results for the fourth quarter of fiscal 2010, ending June 30, 2010.

About the CyberKnife® Robotic Radiosurgery System

The CyberKnife Robotic Radiosurgery System is the world’s only robotic radiosurgery system designed to treat tumors anywhere in the body non-invasively. Using continual image guidance technology and computer controlled robotic mobility, the CyberKnife System automatically tracks, detects and corrects for tumor and patient movement in real-time throughout the treatment. This enables the CyberKnife System to deliver high-dose radiation with pinpoint precision, which minimizes damage to surrounding healthy tissue and eliminates the need for invasive head or body stabilization frames.

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About Accuray

Accuray Incorporated (Nasdaq: ARAY), based in Sunnyvale, Calif., is a global leader in the field of radiosurgery dedicated to providing an improved quality of life and a non-surgical treatment option for those diagnosed with cancer. Accuray develops and markets the CyberKnife Robotic Radiosurgery System, which extends the benefits of radiosurgery to include extracranial tumors, including those in the spine, lung, prostate, liver and pancreas. To date, the CyberKnife System has been used to deliver more than 80,000 treatments worldwide and currently 196 systems have been installed in leading hospitals in the Americas, Europe and Asia. For more information, please visit www.accuray.com.

Safe Harbor Statement

This press release contains forward-looking statements, including those concerning Accuray’s expectations about revenue for fiscal year 2010, the portion of revenue attributable to CyberKnife System revenue, gross margin, profitability, customer installation schedules, realization of backlog and service activity. Forward looking statements involve risks and uncertainties that may lead to actual results varying materially from the forward looking statements. Accordingly, investors are cautioned not to place undue reliance on such statements. Many factors could cause actual performance or results to differ materially from these forward looking statements, including, but not limited to the uncertainties associated with the medical device industry; variability of installation and sales cycle including customer financing and construction delays; changes in the regulatory environment, including reimbursement for CyberKnife procedures; market acceptance of products; and the impact of competition. These and other risks are discussed under the heading “Risk Factors” in our report on Form 10-K for the 2009 fiscal year as well as in our quarterly report on Form 10-Q, for the third quarter of fiscal year 2010, both of which have been filed with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking statements to reflect actual performance or results, changes in assumptions or changes in other factors affecting forward-looking information.

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Accuray Incorporated

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

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Accuray Incorporated

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share amounts)

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