**Exhibit 31.1**

 

**CERTIFICATION of CEO**

 

I, Walter J.Zable, certify that:

 

1)              I have reviewed this quarterly report on Form10-Q of Cubic Corporation;

 

2)              Based on my knowledge, this report does notcontain 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 certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and we have:

 

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)             Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of the financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples;

 

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 June 30, 2003; and

 

d)             Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s quarter ended June 30, 2003 that has materially affected or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5)              The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation of the internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee 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.

 
| August 1, 2003                         |   |
|----------------------------------------|--------|
|                                   |   |
| /S/  W. J. Zable                  |   |   |
| W. J. Zable                            |   |
| President  and Chief Executive Officer |   |
|                                        |        |  |

 

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