<PAGE>
                                          
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549


                                     FORM 10-Q


                                  QUARTERLY REPORT

        Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                       For the Quarter Ended December 31, 1998


                                       1-8931
                                       ------
                               Commission File Number


                                  CUBIC CORPORATION
                Exact Name of Registrant as Specified in its Charter



                    DELAWARE                             95-1678055
             State of Incorporation            IRS Employer Identification No.


                                9333 Balboa Avenue
                           San Diego, California 92123
                            Telephone (619) 277-6780



Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months, and (2) has been subject to such filing 
requirements for the past 90 days.

                                Yes /X/     No / /

As of February 1, 1998, Registrant had only one class of common stock of 
which there were 8,907,004 shares outstanding (after deducting 2,981,239 
shares held as treasury stock).

<PAGE>

                           PART I - FINANCIAL INFORMATION
                           ITEM 1 - FINANCIAL STATEMENTS
                                          
                                 CUBIC CORPORATION
               CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED)
                   (amounts in thousands, except per share data)
                                          

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              December 31
                                                           1998          1997
                                                         --------      --------
<S>                                                      <C>           <C>
 Revenues:
  Sales                                                  $ 98,758      $ 91,752
  Other income                                                789         1,394
                                                         --------      --------
                                                           99,547        93,146
                                                         --------      --------
 Costs and expenses:
  Cost of sales                                            77,078        68,805
  Selling, general and
   administrative expenses                                 16,039        17,994
 Research and development                                   1,586         1,702
 Interest                                                     779           503
                                                         --------      --------
                                                           95,482        89,004
                                                         --------      --------

 Income before income taxes                                 4,065         4,142

 Income taxes                                               1,400         1,500
                                                         --------      --------

 Net income                                              $  2,665      $  2,642
                                                         --------      --------
                                                         --------      --------


 Net income per share                                   $     .30     $     .30
                                                         --------      --------
                                                         --------      --------


 Average shares of common stock outstanding                 8,907         8,943
                                                         --------      --------
                                                         --------      --------
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       2

<PAGE>

                                 CUBIC CORPORATION
                        CONSOLIDATED CONDENSED BALANCE SHEET
                               (thousands of dollars)

<TABLE>
<CAPTION>
                                                   December 31     September 30
                                                       1998            1998
                                                   (Unaudited)    (See note below)
                                                 --------------   ----------------
<S>                                                <C>            <C>
 ASSETS
 Current assets:
   Cash and cash equivalents                          $  12,111         $  3,500
   Marketable securities, available-for-sale              2,086            2,086
   Accounts receivable                                  159,661          149,640
   Inventories -- Note 3                                 53,774           39,623
   Deferred income taxes and other current assets        13,514           15,296
                                                 --------------   ----------------
 Total current assets                                   241,146          210,145
                                                 --------------   ----------------

 Property, plant and equipment - net                     40,838           40,400
 Cost in excess of net tangible assets of
  purchased businesses, less amortization                24,959           25,788
 Deferred income taxes and other assets                  16,833           17,658
                                                 --------------   ----------------
                                                      $ 323,776        $ 293,991
                                                 --------------   ----------------
                                                 --------------   ----------------

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
   Short-term borrowings                             $  20,921       $   30,321
   Trade accounts payable                                8,495           14,534
   Customer advances                                    25,867           27,157
   Other current liabilities                            23,226           31,344
   Income taxes payable                                  4,358            1,305
   Current portion of long-term debt                     5,000            5,000
                                                 --------------   ----------------
 Total current liabilities                               87,867          109,661
                                                 --------------   ----------------

 Long-term debt                                          55,000            5,000
 Deferred income taxes and other liabilities              5,853            5,778

 Shareholders' equity:
   Common stock                                             234              234
   Additional paid-in capital                            12,123           12,123
   Retained earnings                                    198,389          195,724
   Accumulated other comprehensive income                   366            1,527
   Treasury stock at cost                               (36,056)         (36,056)
                                                 --------------   ----------------
                                                        175,056          173,552
                                                 --------------   ----------------
                                                      $ 323,776        $ 293,991
                                                 --------------   ----------------
                                                 --------------   ----------------
</TABLE>

NOTE: THE BALANCE SHEET AT SEPTEMBER 30, 1998 HAS BEEN DERIVED FROM THE AUDITED
FINANCIAL STATEMENTS AT THAT DATE.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3

<PAGE>

                                 CUBIC CORPORATION
                   CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                    (UNAUDITED)
                               (thousands of dollars)
                                          
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                December 31
                                                             1998          1997
                                                           ---------    ---------
<S>                                                        <C>          <C>
Operating Activities:
 Net income                                                $  2,665     $  2,642
 Adjustments to reconcile net income to net cash
  used in operating activities:
   Depreciation and amortization                              2,514        2,493
   Changes in operating assets and liabilities              (34,490)       8,970
                                                           ---------    ---------
NET CASH PROVIDED BY (USED IN) OPERATING
 ACTIVITIES                                                 (29,311)      14,105
                                                           ---------    ---------
Investing Activities:
 Net additions to property, plant and equipment              (2,586)      (1,537)
 Other items - net                                             (378)          84
                                                           ---------    ---------
NET CASH USED IN INVESTING ACTIVITIES                        (2,964)      (1,453)
                                                           ---------    ---------
Financing Activities:
 Change in short-term borrowings                             (9,081)       1,097
 Change in long-term borrowings                              50,000            -
 Purchases of treasury stock                                      -         (561)
                                                           ---------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    40,919          536
                                                           ---------    ---------
Effect of exchange rates on cash                                (33)         (86)
                                                           ---------    ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                     8,611       13,102

Cash and cash equivalents at the
 beginning of the period                                      3,500       53,257
                                                           ---------    ---------
CASH AND CASH EQUIVALENTS AT
  THE END OF THE PERIOD                                    $ 12,111     $ 66,359
                                                           ---------    ---------
                                                           ---------    ---------
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4

<PAGE>

                                 CUBIC CORPORATION
             CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                    (UNAUDITED)
                               (thousands of dollars)
                                          
<TABLE>
<CAPTION>
                                                                            Accumulated
                                                                               Other                        Additional
                                        Comprehensive      Retained        Comprehensive     Treasury         Paid-in      Common
                                           Income          Earnings            Income         Stock           Capital       Stock
                                        -------------     ----------       -------------    ----------      -----------   --------
<S>                                     <C>               <C>              <C>              <C>             <C>           <C>
September 30, 1998                                        $  195,724           $  1,527     $  (36,056)      $  12,123      $  234

Comprehensive income:
  Net income                                $  2,665           2,665

  Foreign currency 
    translation adjustment                    (1,161)                            (1,161)
                                        ------------
  Comprehensive income                      $  1,504
                                        ------------
                                        ------------
                                                          -----------       -----------     -----------      ---------     -------
December 31, 1998                                         $  198,389             $  366     $  (36,056)      $  12,123      $  234
                                                          -----------       -----------     -----------      ---------     -------
                                                          -----------       -----------     -----------      ---------     -------
<CAPTION>

                                                                            Accumulated
                                                                               Other                        Additional
                                        Comprehensive      Retained        Comprehensive     Treasury         Paid-in      Common
                                           Income          Earnings            Income         Stock           Capital       Stock
                                        -------------     ----------       -------------    ----------      -----------   --------
<S>                                     <C>               <C>              <C>              <C>             <C>           <C>
September 30, 1997                                        $  198,213           $  (557)     $  (34,693)      $  12,123      $  234

Comprehensive income:
  Net income                                $  2,642           2,642

  Foreign currency 
     translation adjustment                      132                                132
                                        ------------
  Comprehensive income                      $  2,774
                                        ------------
                                        ------------
Treasury stock purchases                                                                          (561)

                                                          -----------       -----------     -----------      ---------     -------
December 31, 1997                                         $  200,855           $  (425)     $  (35,254)      $  12,123      $  234
                                                          -----------       -----------     -----------      ---------     -------
                                                          -----------       -----------     -----------      ---------     -------
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5

<PAGE>

                                 CUBIC CORPORATION 
                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                     (UNAUDITED)

                                 December 31, 1998

NOTE 1 -- BASIS FOR PRESENTATION

The accompanying unaudited consolidated condensed financial statements have 
been prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X. Accordingly, they do not include all 
information and footnotes required by generally accepted accounting 
principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring 
accruals) considered necessary for a fair presentation have been included. 
Operating results for the quarter are not necessarily indicative of the 
results that may be expected for the year ended September 30, 1999. For 
further information, refer to the consolidated financial statements and 
footnotes thereto included in the Company's annual report on Form 10-K for 
the year ended September 30, 1998.

The preparation of the financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period. Actual results could differ from those estimates.

NOTE 2 -- PER SHARE AMOUNTS

Per share amounts are based upon the weighted average number of shares of 
common stock outstanding.

NOTE 3 -- INVENTORIES

<TABLE>
<CAPTION>
                                                December 31       September 30
                                                    1998               1998    
                                                -----------       -------------
<S>                                             <C>               <C>
Inventories consist of the following:
 Finished products                              $   2,150           $   2,615
 Work in process                                   40,210              27,172
 Raw material and purchased parts                  11,414               9,836
                                                -----------       -------------
                                                 $ 53,774            $ 39,623
                                                -----------       -------------
                                                -----------       -------------
</TABLE>

Work in process inventories increased from September 30, 1998 to December 31, 
1998 primarily as a result of additional gates being built during the period 
for use in automatic fare collection systems. Virtually all of these gates 
were built to meet requirements under existing contracts, the most 
significant of which is the PRESTIGE contract. It is expected that inventory 
levels will decrease in future quarters as these gates are installed and the 
costs are charged to contracts.

                                       6

<PAGE>

                                 CUBIC CORPORATION
                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                (UNAUDITED)--continued

                                 December 31, 1998
                                          

NOTE 4 - ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT

As of October 1, 1998, the Company adopted FASB Statement No. 130, "Reporting 
Comprehensive Income." This pronouncement establishes standards for reporting 
and displaying comprehensive income, which includes all components of the 
change in Shareholders' Equity during a given period, except those resulting 
from investment by or distribution to shareholders. As a result of adopting 
this statement, the Company began displaying a Consolidated Statement of 
Changes in Shareholders' Equity, which reconciles the beginning and ending 
balances of each component of Shareholders' Equity, and provides a Statement 
of Comprehensive Income. 

NOTE 5 -- REVIEW BY INDEPENDENT ACCOUNTANTS

A review of the data presented was made by Ernst & Young LLP, independent
accountants, in accordance with established professional standards and
procedures, and their report is included herein.

                                       7

<PAGE>

                                 CUBIC CORPORATION
              ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS

                                  December 31, 1998

RESULTS OF OPERATIONS

Sales for the first quarter of fiscal 1999 were 8% higher than the first 
quarter of fiscal 1998, as the result of higher sales in the defense segment. 
The higher sales were from the MILES 2000 product line and from the contract 
to produce a ground combat training system for the British military, known as 
Area Weapons Effect Simulator (AWES), which was awarded in the fourth 
quarter of fiscal 1998. Sales in the transportation systems segment for the 
first quarter of fiscal 1999 were comparable to the first quarter of fiscal 
1998. It is expected that this segment will generate higher sales volume in 
the remaining quarters of the year, as work on the PRESTIGE contract 
escalates.

Operating profits in the defense segment were somewhat higher in the quarter 
ended December 31, 1998 than in the first quarter of the previous year, but 
did not increase in proportion to the sales increase. The AWES contract is at 
an early stage of completion and has not yet generated operating profits, 
while the profit margins in the MILES 2000 product line continue to be 
minimal due to cost growth incurred in previous years. In late January of 
1999, it was determined that there may be additional cost growth in the MILES 
2000 contract with the U.S. Department of Defense, which may result in 
somewhat reduced profits in the defense segment during the second quarter of 
the fiscal year.

Operating profits in the transportation systems segment were higher in the 
first quarter of fiscal 1999 than in the same period last year, due primarily 
to a reduction in selling, general and administrative expenses. This was the 
result of lower contract proposal costs and the organizational restructuring 
which began in the third quarter of fiscal 1998. As mentioned above, sales in 
this segment should increase in the remaining quarters of the year and are 
expected to result in higher profits from this segment.

The Company continued the marketing and development of its video email 
product during the first quarter while the Company sought out a partner or 
new owner of this business. The additional investment amounted to nearly $1 
million before income taxes, which was comparable to the first quarter of 
fiscal 1998. Costs for this product line have been reduced and product orders 
have increased in recent months, therefore, it is expected that further 
losses will be minimal until the future of this business is determined.

For the three-month period, selling, general and administrative expenses 
decreased, both nominally and as a percentage of sales, from the level in 
fiscal 1998.  This decrease resulted primarily from lower selling costs in 
both the defense and transportation systems segments and the organizational 
restructuring mentioned above.

                                       8

<PAGE>

                                 CUBIC CORPORATION
              ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS - continued

                                  December 31, 1998


Cash available for investment was significantly lower in the quarter ended 
December 31, 1998 than in the same quarter of the previous year, resulting in 
lower investment income. In addition, interest expense was moderately higher 
in the current year due to a higher level of both short- and long-term 
borrowing. Consequently, while operating profits in the first quarter were 
higher in each segment, net income was comparable to the first quarter of the 
previous year.

LIQUIDITY AND CAPITAL RESOURCES

During the three month period ended December 31, 1998, operating activities 
used $29.3 million, primarily as a result of growth in inventories and 
accounts receivable. The increase in inventories resulted primarily from 
additional gates being built for use in automatic fare collection systems. 
Virtually all of these gates were built to meet requirements under existing 
contracts, the most significant of which is the PRESTIGE contract. It is 
expected that inventory levels will decrease in future quarters as these 
gates are installed and the costs are charged to contracts. The increase in 
accounts receivable was primarily related to U. S. Government contracts. This 
situation has begun to improve subsequent to the end of the quarter, as large 
payments have been received.

In November 1998, the Company completed a private placement of $50 million in 
senior unsecured notes with an average duration of approximately 10 years, at 
an average coupon rate of 6.27%. The first principal payment of $1.4 million 
is due in November of 2002, with interest due semi-annually, beginning in May 
1999. Proceeds of this borrowing were used to reduce short-term borrowings 
from U.S. banks and to provide working capital. The Company expects that cash 
on hand and its available debt capacity will be adequate to meet its 
short-term working capital requirements.

The Company's financial condition remains strong with working capital of $153 
million and a current ratio of 2.7 to 1 at December 31, 1998.  The backlog of 
orders at December 31, 1998 was $966 million compared to $972 million at 
September 30, 1998 and $380 million at December 31, 1997. The increase from 
December 31, 1997 to December 31, 1998, was the result of major contracts 
awarded in the fourth quarter of fiscal 1998, primarily the AWES and PRESTIGE 
contracts.

                                       9

<PAGE>

                                 CUBIC CORPORATION
              ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS - continued

                                  December 31, 1998

YEAR 2000 ISSUE

The Year 2000 issue arises from the fact that many existing computer software 
programs use only the last two digits to refer to a specific year, instead of 
all four digits.  As a result, computer programs that have date-sensitive 
software, or operate with date-sensitive data, may recognize a date using 
"00" as the year 1900 rather than the year 2000. This could result in a 
system failure or miscalculation causing disruptions in operations, 
including, among other things, the temporary inability to process 
transactions or engage in normal business activities.

General

The Company has assembled a Year 2000 Task Force, which includes personnel 
from corporate and business unit management to ensure that the Company, as a 
whole, is Year 2000 compliant by December 31, 1999.  The objectives of this 
task force are to: (1) identify non-compliant operating systems, software, 
and data files, (2) assess, to the extent possible, the potential problems of 
being non-compliant, (3) estimate both the amount and timing of costs to be 
incurred to fix the potential problems of being non-compliant, and (4) 
develop and execute a comprehensive strategy, including contingency plans, to 
fix these problems.

Identification of Operating Systems, Software and Data Files

The Company recognizes that it must make remedial changes to its own 
operating systems, software and data files, as well as assess the remedial 
efforts undertaken by its suppliers and customers.  In addition, the Company 
may have potential exposure to make products previously delivered compliant, 
depending on the terms and conditions of its existing contracts.

The Company is making appropriate modifications and updates to its internal 
information systems, some of which have been or are being done in the 
ordinary course of business.  Final testing of all systems should be 
completed by the third calendar quarter of 1999.  The Company's goal is to 
ensure, to the extent possible, that the transition from the year 1999 to the 
year 2000 will not have a materially adverse impact on its engineering, 
manufacturing or administrative capabilities.

The Company began contacting key suppliers and subcontractors in 1998.  The 
current plan is to obtain written certification of their compliance to the 
Year 2000 issue.  In cases where this cannot be obtained, the Company will 
develop precautionary plans, on a case by case basis, to minimize disruptions 
caused by their non-compliance.  There is no possible way to ensure that all 
suppliers and subcontractors will be Year 2000 compliant by December 31, 
1999, and any such failure to be compliant could have a materially adverse 
impact on the Company's business.  Therefore, the Company's goal is to 
minimize the potentially adverse impact by monitoring suppliers and 
subcontractors' compliance efforts, and by identifying alternate suppliers 
where possible.

                                      10

<PAGE>

                                 CUBIC CORPORATION
              ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS - continued

                                  December 31, 1998


The Company is in discussions with customers to diagnose and make compliant 
delivered products and services.  The Company has also identified contracts 
that contained warranty provisions stipulating that the Company is 
responsible for Year 2000 compliance of products previously delivered.  
Current estimates indicate that the costs to make these products compliant 
will be minimal.  In certain cases, the Company has received contracts from 
its customers to upgrade previously delivered products to be Year 2000 
compliant.

The Company is aware of the potential that claims could be made against it 
and other companies for damages arising from products and services that are 
not Year 2000 compliant. The Company is not in a position to identify or to 
avoid all possible scenarios that could lead to claims against it. However, 
the Company will assess scenarios and take steps in 1999 to mitigate the 
impact of various scenarios if they were to occur. 

Potential Problems of Non-compliance

The potential problems of internal or external non-compliance include, but 
are not limited to: (1) penalties caused by the inability of the Company to 
receive supplies and subcontracted deliverables in a timely manner to meet 
delivery schedules stipulated under existing contracts, (2) cash flow 
restrictions caused by the failure of significant customers to make payments 
in accordance with contract terms, and (3) productivity loss caused by 
disruptions in engineering, manufacturing and administrative capabilities.

Costs to Address the Issue

Through December 31, 1998, the Company expensed approximately $200,000 of 
incremental Year 2000 remedial costs.  Based on current estimates, and 
assuming there is not a material change in available resources, the Company 
will incur another $200,000 to $400,000 through the fourth calendar quarter 
of 1999. These costs consist primarily of in-house labor, outside services, 
and computer hardware and software purchases and will be expensed as incurred.

Development and Execution of Comprehensive Strategy

With the assembly of the Year 2000 Task Force in 1998, the Company began the
development of a corporate-wide comprehensive strategy to address the problems
associated with the Year 2000 transition.  It is expected that this strategy
will continually evolve as new issues arise and old ones disappear.  While the
Company continues to believe that the Year 2000 matters discussed above will not
have a materially adverse impact on its business, financial condition or results
of operations, it is not possible to determine with certainty whether or to what
extent the Company may be affected.

                                      11

<PAGE>

                                 CUBIC CORPORATION
              ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS - continued

                                  December 31, 1998


FORWARD-LOOKING STATEMENTS

In addition to historical matters, this report contains forward-looking 
statements. They can be identified by words such as MAY, LIKELY, ANTICIPATE, 
HOPE, ESTIMATE, PLAN, POTENTIAL, FEEL, EXPECT, SHOULD, and CONFIDENT. These 
forward- looking statements are made pursuant to the safe harbor provisions 
of the Securities Litigation Reform Act of 1995. Investors are cautioned that 
forward-looking statements involve risks and uncertainties which may affect 
the Company's business and prospects. These include the effects of politics 
on negotiations and business dealings with government entities, reductions in 
defense budgets, economic conditions in the various countries in which the 
Company does or hopes to do business, competition and technology changes in 
the defense and transportation industries, and other competitive and 
technological factors.


                                      12

<PAGE>

                             PART II - OTHER INFORMATION
                      ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K



(a) The following exhibits are included herein:

         15--Independent Accountants' Review Report
         27--Financial Data Schedule


(b) No reports on Form 8-K were filed during the quarter.


                                  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 thereunto duly authorized.

                                        CUBIC CORPORATION


Date  February 4, 1999                   /s/ W. W. Boyle
      ----------------                  -----------------------------------
                                        W. W. Boyle
                                        Vice President Finance and CFO


Date  February 4, 1999                   /s/ T. A. Baz
      ----------------                  -----------------------------------
                                        T. A. Baz
                                        Vice President and Controller 


                                      13

<PAGE>

                EXHIBIT 15 - INDEPENDENT ACCOUNTANTS' REVIEW REPORT



Board of Directors and Shareholders
Cubic Corporation


We have reviewed the accompanying consolidated condensed balance sheet of 
Cubic Corporation as of December 31, 1998, and the related consolidated 
condensed statements of income, cash flows, and changes in shareholders' 
equity for the three-month periods ended December 31, 1998 and 1997.  These 
financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim 
financial information consists principally of applying analytical procedures 
to financial data, and making inquiries of persons responsible for financial 
and accounting matters.  It is substantially less in scope than an audit in 
accordance with generally accepted auditing standards, which will be 
performed for the full year with the objective of expressing an opinion 
regarding the financial statements taken as a whole.  Accordingly, we do not 
express such an opinion.

Based on our reviews, we are not aware of any material modifications that 
should be made to the accompanying consolidated condensed financial 
statements referred to above for them to be in conformity with generally 
accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing 
standards, the consolidated balance sheet of Cubic Corporation as of 
September 30, 1998 and the related consolidated statements of income, 
retained earnings, and cash flows for the year then ended (not presented 
herein) and in our report dated November 25, 1998, except for the second 
paragraph of Note 11, as to which the date is December 7, 1998, we expressed 
an unqualified opinion on those consolidated financial statements.  In our 
opinion, the information set forth in the accompanying consolidated condensed 
balance sheet at September 30, 1998, is fairly stated in all material 
respects in relation to the consolidated balance sheet from which it has been 
derived.



                                                ERNST & YOUNG LLP


San Diego, California
February 4, 1999

                                      14