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

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~May of3, ~~1934~~ 2011

~~Date~~TOMOTHERAPY ~~of Report (Date of Earliest Event Reported): March 21, 2011~~INCORPORATED

~~TomoTherapy Incorporated __________________________________________~~ (Exact name of registrant as specified in its charter)

Wisconsin	~~001-33452~~	39001-~~1914727~~33452	39-1914727
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)
1240 Deming Way, Madison, Wisconsin		53717
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 608-824-2800


1240 Deming Way Madison, Wisconsin		53717

(Address of principal executive offices)		(Zip Code)

~~Not~~Registrant’s ~~Applicable ______________________________________________ Former~~telephone ~~name or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last~~(608) ~~report~~ 824-2800

Not Applicable

(Former name or former address, if changed since last report.)

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))

~~Top~~Item 2.02. Results of ~~the~~Operations ~~Form~~and Financial Condition.

On May 3, 2011, TomoTherapy Incorporated (the “Company”) issued a press release announcing its ~~Item~~financial ~~8.01~~results ~~Other~~for ~~Events~~the quarter ended March 31, 2011. A copy of the Company’s press release dated May 3, 2011, titled “TomoTherapy Announces First Quarter Financial Results” is attached hereto as Exhibit 99.1.

OnExhibit 99.1 ~~May~~contains ~~28,~~forward-looking ~~2010~~statements ~~and~~within ~~July 9, 2010, two separate derivative lawsuits were filed in~~ the ~~Circuit~~meaning ~~Court~~ of ~~Dane County in Madison, Wisconsin (~~the ~~"Court")~~federal bysecurities certain shareholders of TomoTherapy Incorporated (the "Company") against (a) certain of the Company’s officers and all of the persons who have served as the Company’s directors since May 9, 2007 (collectively, the "Individual Defendants") and (b) the Company, as nominal defendantlaws. These Instatements ~~their~~are ~~respective~~present ~~complaints (together~~expectations, ~~the "Complaints"), each of the named plaintiffs, The Dixon Family Living Trust~~ and ~~David~~are ~~Huh,~~subject allege that all of the Individual Defendants breached their fiduciary duties and that certain Individual Defendants were unjustly enriched. The Complaints were consolidated on October 11, 2010. On March 4, 2011, the parties entered into a Stipulation of Settlement expressing their intention to ~~seek court approval to settle~~ the ~~derivative~~limitations ~~lawsuits.~~listed ~~Under~~therein ~~the proposed settlement as outlined in the Stipulation of Settlement (the "Proposed Settlement"), the claims asserted in the Complaints against the Individual Defendants~~ and ~~the Company would be dismissed with prejudice and released~~ in ~~exchange for (a) a payment of $275,000 in attorneys' fees, of which $25,000 would be paid by~~ the Company ~~and the remaining $250,000 would be paid by the Company~~’s ~~insurance~~other ~~carrier,~~reports ~~and~~filed ~~(b)~~with the ~~implementation~~Securities ~~by the Company of a number of specified corporate governance changes, primarily relating to accounting, finance~~ and ~~internal~~Exchange ~~controls. No payment would be made to the Company or to any individual shareholders under the terms of the Proposed Settlement. On March 21~~Commission, ~~2011,~~including ~~the Court entered a preliminary order requiring~~ that actual ~~the~~events ~~Company provide a notice of settlement ("Notice") to its shareholders by no later than March 31, 2011. The Notice provides that any person who was a shareholder of record~~ or ~~beneficial~~results ~~owner of the Company as of March 4, 2011 and who wishes to object to the Proposed Settlement~~ may ~~enter~~differ anmaterially ~~appearance~~from ~~through~~those counsel of such shareholder’s own choosing and at such shareholder’s own expense or may appear on his or her own behalf and be heard at the settlement hearing conducted by the Court on May 13, 2011 at 1:00 p.m. However, no such shareholder will be heard at the settlement hearing unless no later than fourteen (14) court days prior to the date of the settlement hearing, such shareholder has filed with the Court, and delivered to plaintiffs’ counsel and the Company’s counsel, a written notice of objection, such shareholder’s grounds for opposing the Proposed Settlement, and proof of both such shareholder’s status as a shareholder and the dates of such shareholder’s stock ownership in the ~~Company. Only~~forward-looking ~~shareholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the settlement hearing unless the Court orders otherwise~~statements.~~The Notice, which describes the terms of the Proposed Settlement and provides further information concerning the method for objecting to the Proposed Settlement, is attached hereto as Exhibit 99.1.~~

~~Item~~The 9foregoing information (including the exhibit hereto) is being furnished under “Item 2.0102. Results of Operations and Financial ~~Statements~~Condition” (including the exhibit hereto) and ~~Exhibits.~~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.

~~(d) Exhibits~~Item 9.~~Number Description99~~01.~~1 Notice~~ ofFinancial ~~Settlement~~Statements ~~issued~~and ~~pursuant to order of the Court on March 21, 2011~~Exhibits.

~~The foregoing information~~ (~~including the exhibit hereto~~d) ~~is being furnished under “Item 8~~ Exhibits.01. Other Events” 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.

Top of the Form


Number		Description
	99.1	Press Release dated May 3, 2011, titled “TomoTherapy Announces First Quarter Financial Results”

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.

		TomoTherapy Incorporated
	TOMOTHERAPY INCORPORATED (Registrant)
March 24, 2011		By:	/s/ Brenda S. Furlow
Date May 3, 2011	By:	/s/ Thomas E. Powell
			Name: Brenda S. Furlow
		Thomas E. Powell
			Title: VP, Corp Secy & General Counsel
		Chief Financial Officer and Treasurer

~~Top~~EXHIBIT ~~of the Form~~INDEX

Exhibit Index


Number		Description
	99.1	Press Release dated May 3, 2011, titled “TomoTherapy Announces First Quarter Financial Results”

Exhibit No.		Description
99.1		Notice of Settlement issued pursuant to order of the Court on March 21, 2011

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