**Exhibit 31.2**

 

CERTIFICATION of CFO

 

I, William W. Boyle, certify that:

 

1)              I have reviewed this quarterly report on Form 10-Qof 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 wehave:

 

a)              Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this  report is being prepared;

 

b)             Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented I the report ourconclusions about the effectiveness of the disclosures controls and procedures,as of the end of the period covered by this report based on such evaluation;

 

c)              Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of December 31, 2005; and

 

d)             Disclosed in this  report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’squarter ended December 31, 2005 that has materially affected or isreasonably likely to materially affect, the registrant’s internal control overfinancial 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)              All significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)             Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls over financial reporting.

 
| February 7, 2006   |
|-------------------------|
|                    |
| /s/ W. W. Boyle         |   |
| W. W. Boyle             |
| Chief Financial Officer |

 

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