**Exhibit 31.2**

 

CERTIFICATIONof CFO

 

I,William W. Boyle, certify that:

 

1)              I have reviewed thisquarterly report on Form 10-Q of Cubic Corporation;

 

2)              Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3)              Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4)              The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 

a)              Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

b)             Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of the financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c)              Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of December 31, 2003; and

 

d)             Disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s quarter ended December 31, 2003 that hasmaterially affected or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5)              The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluationof the internal control over financial reporting, to the registrant’s auditorsand the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

a)              All significant deficienciesand material weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

b)             Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls over financial reporting.

 
| January 30, 2004        |
|-------------------------|
|                    |
| /S/  W. W. Boyle        |   |
| W.  W. Boyle            |
| Chief Financial Officer |

 

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