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):  April 29, 2008

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 April 29, 2008, Accuray Incorporated (the “Company”) issued a press release announcing its financial results for the quarter ended March 29, 2008.  A copy of the Company’s press release dated April 29, 2008, titled “Accuray Reports Record Revenue in Third Quarter of Fiscal 2008” is attached hereto as Exhibit 99.1.

Exhibit 99.1 contains forward-looking statements within the meaning of the federal securities laws. These statements are present expectations, and are subject to the limitations listed therein and in the Company’s other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

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 Reports Record Revenue in Third Quarter of Fiscal 2008

Fourth Consecutive Quarter of Profitability

SUNNYVALE, Calif., April 29, 2008– Accuray Incorporated (Nasdaq: ARAY), a global leader in the field of radiosurgery, announced today financial results for the third quarter of fiscal 2008, ended March 29, 2008.

For the third quarter of fiscal 2008, Accuray reported total revenue of $58.8 million, a 57 percent increase over third quarter of fiscal 2007 total revenue of $37.3 million.

Net income for the period ended March 29, 2008 was $584,000, or $0.01 per diluted share, compared to a loss of $785,000, or a loss of $0.02 per share, during the same period last year.  Shares used in computing fully diluted earnings per share were 60.1 million for the third quarter of fiscal 2008.

Non-cash, stock-based compensation charges for the third quarter of fiscal 2008 were $4.2 million or $0.07 per diluted share.

At March 29, 2008, backlog was approximately $602 million, with approximately $332 million associated with CyberKnife® Robotic Radiosurgery System contracts and approximately $270 million associated with services and other recurring revenue. Accuray’s backlog is composed of signed contracts that the company believes have a substantially high probability of being recognized as revenue in future periods.

Of the $602 million in backlog, 64% is non-contingent, representing backlog for which contractual contingencies have been satisfied.

Accuray’s cash and investment balances at the end of the quarter totaled $165.5 million, broken down between cash and cash equivalents of $63.0 million, short-term investments of $81.1 million and long-term investments of $21.4 million.  During the third quarter, the company utilized $18.3 million of cash to repurchase approximately 1.7 million shares of the company’s stock under the company’s stock repurchase program.  Exiting the third quarter the company continues to have no debt.

For the nine months ended March 29, 2008, total revenue was $159.4 million, a 65 percent increase over the $96.5 million in total revenue during the same period last year.  Net income for the first nine months of fiscal 2008 was $5.2 million, or

$0.09 per diluted share, compared to a loss of $6.1 million, or a loss of $0.26 per share, for the first nine months of fiscal 2007.

“Accuray’s fifth quarter of record-setting revenue is evidence of continued momentum and worldwide demand for our CyberKnife® Robotic Radiosurgery System,” said Euan S. Thomson, Ph.D., president and CEO of Accuray.   “The flexibility of our CyberKnife System is changing the paradigm for cancer treatment, giving physicians the tools to aggressively treat tumors anywhere in the body with pinpoint precision.”

Outlook

The following statements are forward-looking and actual results may differ materially. Accuray is reaffirming previously announced revenue guidance for fiscal 2008 in the range of $210 million to $230 million, which would represent revenue growth of 50 percent to 64 percent over fiscal 2007.

Additional Information

Additional information regarding backlog segmentation which will be discussed during the conference call is available on the investor relations section of the Accuray website at www.accuray.com.

Earnings Call Open to Investors

Accuray will hold a conference call for financial analysts and investors today, April 29, 2008 at 2:00 p.m. PT / 5:00 p.m. ET.  The conference call dial-in numbers are (888) 724-9516 (USA) or (913) 312-0960 (International), Access Code: 3304194.  A live webcast of the call will also be available from the Investor Relations section on the corporate Web site at http://www.accuray.com.  In addition, a recording of the call will be available by calling (888) 203-1112 (USA) or (719) 457-0820 (International), Access Code: 3304194, beginning at 5:00 p.m. PT / 8:00 p.m. ET, April 29, 2008 and will be available through May 9, 2008.  A webcast replay will also be available from the Investor Relations section of the corporate Web site at http://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 2008, ending on June 28, 2008.

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.

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 treat more than 40,000 patients worldwide and currently more than 125 systems

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have been installed in leading hospitals in the Americas, Europe and Asia. For more information, please visit www.accuray.com.

Safe Harbor Statement

The foregoing may contain certain forward-looking statements that involve risks and uncertainties, including uncertainties associated with the medical device industry. Except for the historical information contained herein, the matters set forth in this press release as to financial guidance including realization of backlog, procedure growth, market acceptance; 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: market acceptance of products; variability of installation and sales cycle including customer financing and construction delays; competing products, the combination of our products with complementary technology; and other risks detailed from time to time under the heading “Risk Factors” in our report on Form 10-K for the 2007 fiscal year, as updated from time to time by our quarterly reports on Form 10-Q and our other filings with the Securities and Exchange Commission. The Company’s actual results of operations may differ significantly from those contemplated by such forward-looking statements as a result of these and other factors. 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.

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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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