**Exhibit 31.2**

 

CERTIFICATION of CFO

 

I, William W. Boyle, certifythat:

 

1)              I have reviewedthis quarterly report on Form 10-Q of Cubic Corporation;

 

2)              Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3)              Based on myknowledge, the financial statements, and other financial information includedin this  report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this  report;

 

4)              Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand 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, 2004; 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, 2004 that has materially affected or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5)              Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of the internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing 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.

 
| August 3,  2004     |
|--------------------------|
|                     |
| /s/ W. W. Boyle          |   |
| W. W. Boyle              |
| Chief  Financial Officer |

 

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