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                          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, 1996



                                        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 January 27, 1997, Registrant had only one class of common stock of which
there were 8,980,889 shares outstanding (after deducting 2,907,354 shares held
as treasury stock).

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                            PART I - FINANCIAL INFORMATION
                            ITEM 1 - FINANCIAL STATEMENTS


                                  CUBIC CORPORATION 
                CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED)
                    (amounts in thousands, except per share data)

                                            Three Months Ended
                                               December 31
                                              1996         1995 
                                             -------      -------
    Revenues:
         Net sales                             $84,058    $93,964
         Other income                            1,174      1,156
                                               -------    -------
                                                85,232     95,120
    Costs and expenses:
         Cost of sales                          64,870     74,695
         Selling, general and
          administrative expenses               14,084     13,942
         Research and development                1,314      1,983
         Interest                                  419        697
                                               -------    -------
                                                80,687     91,317
                                                -------   -------
    Income before income taxes and minority 
     interest                                    4,545      3,803

    Income taxes                                 1,650      1,300
    Minority interest in income of subsidiary       -         337
                                                -------   -------
    Net income                                  $ 2,895   $ 2,166
                                                -------   -------
                                                -------   -------
    Net income per share                        $   .32   $   .24
                                                -------   -------
                                                -------   -------
    Average shares of common
         stock outstanding                        8,981     8,981
                                                -------   -------
                                                -------   -------
    See accompanying notes.

                                             1
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                                  CUBIC CORPORATION
                         CONSOLIDATED CONDENSED BALANCE SHEET
                                (thousands of dollars)

                                                  December 31    September 30
                                                      1996           1996
                                                 (Unaudited)    (See note below)
                                                 -----------    ----------------
ASSETS       
Current assets:
    Cash and cash equivalents                     $ 12,793            $ 20,062
    Marketable securities, available-for-sale        2,759               2,759
    Accounts receivable                            123,733             125,750
    Inventories -- Note C                           17,332              15,233
    Preferred stock of U. S. Elevator Corp. 
     -- Note D                                      20,000                 -
    Deferred income taxes and other current assets  14,184              14,684
                                                 -----------    ----------------
              Total current assets                 190,801             178,488

Property, plant and equipment - net                 38,221              38,329
Preferred stock of U. S. Elevator Corp. -- Note D      -                20,000
Cost in excess of net tangible assets of
    purchased businesses, less amortization         18,481              18,847
Miscellaneous other assets                          11,079              10,974
                                                 -----------    ----------------
                                                  $258,582            $266,638
                                                 -----------    ----------------
                                                 -----------    ----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable and other current 
     liabilities                                 $ 59,710            $  71,844
    Income taxes payable                            2,706                2,564
    Current portion of long-term debt               5,000                5,000
                                                 -----------    ----------------
              Total current liabilities            67,416               79,408

Long-term debt                                     15,000               15,000
Deferred income taxes and other                     4,885                4,563

Shareholders' equity:
  Common stock                                        234                  234
  Additional paid-in capital                       12,123               12,123
  Retained earnings                               192,324              189,429
  Foreign currency translation adjustment             326                 (393)
  Treasury stock at cost                          (33,726)             (33,726)
                                                 -----------    ----------------
                                                  171,281              167,667
                                                 -----------    ----------------
                                                 $258,582            $ 266,638
                                                 -----------    ----------------
                                                 -----------    ----------------

 Note:   The balance sheet at September 30, 1996 has been derived from the
         audited financial statements at that date.


 See accompanying notes.

                                 2
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                                  CUBIC CORPORATION 
                    CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                     (UNAUDITED)

                                (thousands of dollars)

                                                     Three Months Ended
                                                        December 31
                                                       1996        1995 
                                                     ---------   ----------
Operating Activities:
    Net income                                        $  2,895   $ 2,166   
    Adjustments to reconcile net income to net cash
         used in operating activities:
           Depreciation and amortization                 2,013     2,785 
           Minority interest                                -        337
           Changes in operating assets and liabilities (10,556)   (8,385)
                                                     ---------   ----------
         NET CASH USED IN OPERATING ACTIVITIES          (5,648)   (3,097)
                                                     ---------   ----------
Investing Activities:
    Sales of marketable securities                          -        165
    Net additions to property, plant and equipment
      and toll equipment under operating leases         (1,520)   (3,845)
    Other items - net                                       -     (1,394)
                                                     ---------   ----------
         NET CASH USED IN INVESTING ACTIVITIES          (1,520)   (5,074)  
                                                     ---------   ----------

Financing Activities:
    Credit line borrowings                                  -      7,000
    Principal payments on credit line                       -     (1,000)
                                                     ---------   ----------
         NET CASH PROVIDED BY FINANCING ACTIVITIES          -      6,000  
                                                     ---------   ----------
Effect of exchange rates on cash                          (101)      (71)   
                                                     ---------   ----------
         NET DECREASE IN CASH
              AND CASH EQUIVALENTS                      (7,269)   (2,242)   

Cash and cash equivalents at the
    beginning of the period                             20,062    20,705   
                                                     ---------   ----------
         CASH AND CASH EQUIVALENTS AT
              THE END OF THE PERIOD                    $12,793   $18,463   
                                                     ---------   ----------
                                                     ---------   ----------

See accompanying notes.


                                          3
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                                  CUBIC CORPORATION 
                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  December 31, 1996


A.  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, 1997. 
    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, 1996.

         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.

B.  PER SHARE AMOUNTS

         Per share amounts are based upon the weighted average number of shares
    of common stock outstanding.  Prior year per share amounts have been
    restated to reflect a 3-for-2 stock split distributed in August 1996.


C.  INVENTORIES 

                                         December 31    September 30
                                            1996           1996
                                         -----------    -------------
 Inventories consist of the following:
    Finished products                      $ 2,423      $ 3,170
    Work in process                          5,544        3,634
    Raw material and purchased parts         9,365        8,429
                                         -----------    -------------
                                           $17,332      $15,233
                                         -----------    -------------
                                         -----------    -------------

                                         4
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                                  CUBIC CORPORATION 
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--continued
                                  December 31, 1996


D.  PREFERRED STOCK OF U. S. ELEVATOR CORP.

         On December 30, 1996, the Company exercised its option to require
    Thyssen Holding Corporation (Thyssen) to purchase from the Company all of
    the preferred stock of U.S. Elevator Corp. (USEC). In accordance with the
    terms of the agreement, proceeds from the sale of the stock of $20 million
    will be received by the Company within 10 days of the Company meeting
    certain guarantee obligations under the agreement. This is expected to
    occur in February 1997.
    
         In addition to the sale of the stock, the agreement provides for
    additional consideration to be paid by Thyssen, based on the earnings of
    USEC from October 1, 1992 to December 30, 1996. The exact amount of this
    additional payment has not yet been determined nor agreed upon between the
    parties, but could exceed $10 million. This additional consideration will
    be used to offset the costs of certain product liability and warranty
    obligations which were incorporated in the original sale agreement.
    Therefore, no additional gain or loss will be realized by the Company in
    connection with this transaction.

E.  LEGAL MATTER

         In 1991, the government of Iran commenced an arbitration proceeding
    against the Company seeking $12.9 million for reimbursement of payments
    made for equipment that was to comprise an Air Combat Maneuvering Range
    pursuant to a contract executed in 1977, and an additional $15 million for
    unspecified damages.  The Company believes that Iran defaulted on the
    agreement and has brought a counterclaim for compensatory damages of $10.4
    million, plus interest.  The Company is vigorously contesting Iran's claim
    and believes its defenses and counterclaim are strong and that the ultimate
    outcome of the matter will not have a material effect on the Company's
    financial statements.

F.  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.


                                            5
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                                  CUBIC CORPORATION
              ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS

                                  December 31, 1996

Sales for the first quarter of fiscal 1997 were 10% below the first quarter of
fiscal 1996, primarily because of the sale, in May 1996, of the toll collection
product line. The elimination of this product line resulted in lower overall
sales in the automatic revenue collection systems segment, which were partially
offset by somewhat higher sales in the defense segment.

Operating profits in the automatic revenue collection systems segment for the
quarter ended December 31, 1996 were comparable to the prior year. The toll
collection product line, which was sold, had contributed no operating profit in
the first quarter of fiscal 1996, therefore, its elimination had little impact
on operating profits in the current year.

Operating profits in the defense segment were higher than in the previous year,
for the first quarter, as a result of higher operating profits in product lines
such as the J-STARS Data Link and Personnel Locator Systems, in addition to
reduced research and development expenditures for combat training systems.
However, cost growth on the contract to develop the new MILES 2000 (Multiple
Integrated Laser Engagement System) technology limited the increase in operating
profits in this segment. This cost growth is the result of technical issues in
the development of the system, which management believes have now been resolved
and should not impact the prospects for follow-on production orders and
expansion into international markets.


FINANCIAL POSITION AND LIQUIDITY

During the three month period ended December 31, 1996, operating activities used
$5.6 million in cash, due primarily to the liquidation of certain customer
advances during the period. Normal expenditures for capital equipment used $1.5
million, resulting in a decrease in cash and cash equivalents of $7.3 million.

As described in Note D, the Company should receive in excess of $30 million
during fiscal 1997, related to the sale of its former subsidiary, U. S. Elevator
Corp. The Company expects that this cash payment, along with cash on hand and
available through its line of credit facility, will be adequate to meet its
short-term financing needs.

The Company's financial condition remains strong with working capital of $123.4
million and a current ratio of 2.8 to 1 at December 31, 1996.

The backlog of orders at December 31, 1996 was $320 million compared to $313
million at September 30, 1996 and $358 million at December 31, 1995. The
reduction from December 31, 1995 to December 31, 1996, reflects the sale of the
toll product line.

                                      6
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                             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 10, 1997      /s/ W. W. Boyle                  
       -----------------     -------------------- 
                              W. W. Boyle
                              Vice President Finance and CFO
 
 
 Date  February 10, 1997      /s/ T. A. Baz                          
       -----------------      -------------------- 
                              T. A. Baz
                              Vice President and Controller























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