**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 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)              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 whichthis  report 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 June 30, 2003; and

 

d)             Disclosed in this  report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’squarter ended June 30, 2003 that has materially affected or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; 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 the registrant’sability to record, process, summarize and report financial information; 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.

 
| August 1, 2003          |   |
|-------------------------|--------|
|                    |   |
| /S/ W. W.  Boyle        |   |   |
| W. W. Boyle             |   |
| Chief Financial Officer |   |
|                         |        |  |

 

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