**Exhibit 31.2**

 

CERTIFICATIONof CFO

 

I, William W. Boyle, certify that:

 

1)              Ihave reviewed this quarterly report on Form 10-Q of Cubic Corporation;

 

2)              Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3)              Basedon my knowledge, the financial statements, and other financial informationincluded in this  report, fairly presentin all material respects the financial condition, results of operations andcash flows of 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)              Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this  reportis being prepared;

 

b)             Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of the financial reporting andthe preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

c)              Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of March 31, 2004; and

 

d)             Disclosedin this  report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s quarter ended March 31, 2004 that has materially affected or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; 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)              Allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)             Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls over financial reporting.

 

May 5, 2004

 
| /s/ W. W. Boyle         |   |
|-------------------------|--------|
| W. W. Boyle             |
| Chief Financial Officer |

 

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