**Exhibit 31.1**

 

CERTIFICATIONof CEO

 

I, Walter J. Zable, certify that:

 

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

 

2)              Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3)              Based on my knowledge, the financialstatements, and other financial information included in this  report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this  report;

 

4)              The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-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)              Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this  reportis being prepared;

 

b)             Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of the financial reporting andthe preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

c)              Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of March 31, 2004; and

 

d)             Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s quarter ended March 31, 2004that has materially affected or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5)              The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation of theinternal control over financial reporting, to the registrant’s auditors and theaudit committee of registrant’s board of directors (or persons performing theequivalent function):

 

a)              Allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)             Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls over financial reporting.

 

May 5, 2004

 

 
| /s/  W. J. Zable                  |   |
|----------------------------------------|--------|
| W. J. Zable                            |
| President and Chief Executive  Officer |

 

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