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~~February of18, ~~1934~~ 2011

~~Date~~TOMOTHERAPY ~~of Report (Date of Earliest Event Reported): November 30, 2010~~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 February 18, 2011, TomoTherapy Incorporated (the “Company”) issued a press release announcing its financial results for the quarter and twelve-month period ended December 31, 2010. A copy of the Company’s press release dated February 18, 2011, titled “TomoTherapy Announces Fourth Quarter ~~Item~~and ~~1.01~~Full ~~Entry~~Year ~~into~~Financial aResults” ~~Material~~is ~~Definitive~~attached ~~Agreement~~hereto as Exhibit 99.1.

On November 30, 2010, TomoTherapy Incorporated (the "Company") entered into a Second Amended and Restated Loan Agreement (the "Loan Agreement") with M&I Marshall & Ilsley Bank (the "Bank") and executed an Amended and Restated Promissory Note (the "Note"), in favor of the BankExhibit 99. ~~The~~1 ~~Note~~contains ~~amends,~~forward-looking ~~restates~~statements ~~and~~within ~~replaces that certain promissory note in~~ the ~~principal~~meaning ~~amount~~ of ~~$40 million executed by~~ the ~~Company~~federal ~~and~~securities ~~payable to the Bank, dated December 1, 2009~~laws. ~~The~~ These ~~Loan~~statements ~~Agreement~~are ~~amends,~~present ~~restates and replaces that certain loan agreement by and between the Company and the Bank~~expectations, ~~dated as of December 1, 2009.The principal amount of the revolving credit facility is $40 million based on the Company maintaining certain tangible net worth~~ and ~~EBITDA. In the event tangible net worth and EBITDA values~~ are ~~not~~subject ~~maintained at specified levels, at the end of each calendar quarter the Bank may make corresponding adjustments in the principal amount of the credit facility~~ to ~~a minimum of $20 million. The Note bears interest at~~ the ~~one-month~~limitations ~~British~~listed ~~Bankers~~therein ~~Association LIBOR plus an interest margin of 2.25%, adjusted based on monthly changes to such index,~~ and ~~payable monthly. The credit facility expires on November 30, 2011 and is secured by~~ in the Company’s ~~deposit~~other ~~accounts.~~reports ~~The~~filed ~~facility~~with ~~requires~~ the ~~Company~~Securities toand ~~maintain~~Exchange ~~a minimum tangible net worth~~Commission, aincluding ~~certain~~that actual ~~ratio~~events ofor ~~total~~results ~~liabilities to tangible net worth, and a certain value of cash and short-term investments. The Company~~ may bediffer ~~considered~~materially infrom ~~default~~those ~~upon a material adverse change~~ in the ~~Company’s~~forward-looking ~~financial condition, upon a change in ownership of 25% or more of the common stock of the Company, or if the Bank believes the prospect of payment or performance of the facility is impaired~~statements. ~~In the event substantially all of the assets of the Company are sold, the Note will be due and payable.~~

~~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 Description10~~01.~~1* Loan~~ ~~Agreement~~Financial ~~dated~~Statements ~~November 30, 2010 between the Company~~ and ~~M&I Marshall & Ilsley Bank10~~Exhibits.2* Promissory Note dated November 30, 2010 by the Company in favor of M&I Marshall & Ilsley Bank * Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the exhibit to this current report on Form 8-K and submitted separately to the SEC.

(d) Exhibits. ~~Top of the Form~~


Number		Description
	99.1	Press Release dated February 18, 2011, titled “TomoTherapy Announces Fourth Quarter and Full Year 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)
December 1, 2010		By:	Thomas E. Powell
Date February 18, 2011	By:	/s/ Thomas E. Powell
			Name: Thomas E. Powell
		Thomas E. Powell
			Title: Chief Financial Officer
		Chief Financial Officer and Treasurer

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

Exhibit Index


Number		Description
	99.1	Press Release dated February 18, 2011, titled “TomoTherapy Announces Fourth Quarter and Full Year Financial Results”

Exhibit No.		Description
10.1		Loan Agreement dated November 30, 2010 between the Company and M&I Marshall & Ilsley Bank
10.2		Promissory Note dated November 30, 2010 by the Company in favor of M&I Marshall & Ilsley Bank

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