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):  March 15, 2007

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 March 15, 2007, Accuray Incorporated (the “Company”) issued a press release announcing its financial results for the quarter ended December 30, 2006. The foregoing description is qualified in its entirety by reference to the Company’s press release dated March 15, 2007, titled “Accuray Incorporated Reports Second Quarter Fiscal 2007 Financial Results”, a copy of which is attached hereto as Exhibit 99.1. The information furnished herein and in the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any other filing with the Securities and Exchange Commission except as is expressly set forth by specific reference in such a filing.

Item 8.01.   Other Events.

On March 15, 2007, the Company issued a press release announcing its financial results for the quarter ended December 30, 2006. The foregoing description is qualified in its entirety by reference to the Company’s press release dated March 15, 2007, titled “Accuray Incorporated Reports Second Quarter Fiscal 2007 Financial Results”, a copy of which is attached hereto as Exhibit 99.1. The information furnished herein and in the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any other filing with the Securities and Exchange Commission except as is expressly set forth by specific reference in such a filing.

Forward-Looking Statements.  This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those terms and other comparable terminology. These statements reflect only management’s current expectations.  Important factors that could cause actual results to differ materially from the forward-looking statements we make or incorporate by reference in this report are set forth under the heading “Risk Factors” in the Company’s Registration Statement on Form S-1 (Reg. No. 333-138622), as may be updated from time to time by our filings other filings with the Securities and Exchange Commission. If one or more of these risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits.

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.

EXHIBIT INDEX

Exhibit 99.1

ACCURAY INCORPORATED REPORTS

SECOND QUARTER FISCAL 2007 FINANCIAL RESULTS

Sunnyvale, Calif. — March 15, 2007 — Accuray Incorporated (Nasdaq: ARAY), a global leader in the field of robotic radiosurgery, today announced financial results for the second quarter ended December 30, 2006.  Total net revenues were $26.3 million for the quarter ended December 30, 2006, as compared to $11.3 million for the quarter ended December 31, 2005, an increase of 133 percent.  The net loss for the second quarter was $7.3 million, or $0.45 per share, compared to a net loss of $7.9 million, or $0.50 per share, for the same quarter in 2005. The fiscal 2007 second quarter results are consistent with the ranges for revenue and net loss included in the Registration Statement on Form S-1 (Reg. No. 333-138622) filed with the U.S. Securities and Exchange Commission in connection with our initial public offering in February.

For the six months ended December 30, 2006, total net revenues were $59.1 million, compared to $15.2 million for the same period in 2005, an increase of 289 percent.  The net loss for the six months ended December 30, 2006 was $5.3 million, or $0.33 per share, compared to a net loss of $18.1 million, or $1.14 per share for the same period in 2005.

The Company reported that its losses included stock option expenses of $2.9 million and $2.3 million for the quarters ending December 30, 2006 and December 31, 2005, respectively, and $5.1 million and $4.2 million for the first six months ending December 30, 2006 and December 31, 2005, respectively.

“We are pleased with Accuray’s strong growth in both U.S. and international markets,” said Euan S. Thomson, Ph.D., president and chief executive officer of Accuray.  “Our CyberKnife® Robotic Radiosurgery System is an established leader in treating tumors with radiosurgery anywhere in the body, including the spine, lung, liver, prostate and pancreas, which is driving continued demand and adoption.”

As of December 30, 2006, 91 CyberKnife systems had been installed at customer sites, up from 83 at the end of the first quarter.  This includes 80 systems sold directly to customers and 11 placed under shared ownership agreements. Of the 91 systems installed, 58 are in the United States, 24 in Asia and 9 in Europe.  Reported backlog at the end of the quarter ended December 30, 2006 was approximately $328 million, compared to approximately $330 million at the end of the quarter ended September 30, 2006.  Reported backlog includes only contracts which contain no contingencies, or for which all contingencies have been met and does not include signed contracts that have contingencies such as the receipt of certain approvals, financing dependencies, or the formation of certain legal structures. The number of signed contracts with contingencies continued to increase in the quarter ended December 30, 2006.  These contingent contracts will be added to backlog once all contingencies have been met.

Accuray completed its initial public offering on February 13, 2007.   In the initial public offering, Accuray and certain selling stockholders sold approximately 18.4 million shares at a price of $18 per share. Net proceeds to Accuray after exercise of the underwriters’ over-allotment and expenses were approximately $170.5 million and there were approximately 53.3 million shares outstanding after completion of the offering.

About Accuray

Accuray Incorporated (NASDAQ: ARAY), based in Sunnyvale, Calif., is a global leader in the field of robotic radiosurgery. Its CyberKnife System is the world’s first and only commercially available intelligent robotic radiosurgery system designed to treat tumors anywhere in the body, typically with sub-millimeter accuracy. To date, it is estimated that the

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CyberKnife System has been used by physicians to treat more than 20,000 patients worldwide. For more information, please visit www.accuray.com.

Forward-Looking Statement

Except for the historical information contained herein, the matters set forth in this press release, including statements as to financial guidance, development, clinical studies, regulatory review and approval, and commercialization of products, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date the statements are made and are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. You should not put undue reliance on any forward-looking statements. Important factors that could cause actual performance and results to differ materially from the forward-looking statements we make include: reimbursement for the CyberKnife procedure; government approvals of our products; market acceptance of products; funding requirements; intellectual property protection for our products; competing products; and other risks detailed from time to time under the heading “Risk Factors” in Registration Statement on Form S-1 (Reg. No. 333-138622), as may be updated from time to time by our other filings with the Securities and Exchange Commission. If one or more of these risks or uncertainties materialize, or if any underlying assumptions prove incorrect, our actual performance or results may vary materially from any future performance or results expressed or implied by these forward-looking statements. We assume 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, except to the extent required by applicable securities laws.

©2007 Accuray, Incorporated. All rights reserved.  Accuray, the Accuray logo, CyberKnife, Synchrony, Xsight, Xchange and RoboCouch are among trademarks and/or registered trademarks of Accuray Incorporated in the United States and other countries.

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Accuray Incorporated

Unaudited Condensed Consolidated Statements of Operations (1)

(in thousands, except per share data)

(1)          Accuray’s second quarter ends on the Saturday nearest to December 31.  For presentation purposes, the Unaudited Condensed Consolidated Statements of Operations refer to a calendar month end.

Accuray Incorporated

Unaudited Condensed Consolidated Balance Sheets (1)

(in thousands, except share amounts)

(1)          Accuray’s second quarter ends on the Saturday nearest to December 31.  For presentation purposes, the Unaudited Condensed Consolidated Balance Sheets refer to a calendar month end.