**Exhibit 31.1**

 

**CERTIFICATION of CEO**

 

I, Walter J. Zable, certify that:

 

1.   I havereviewed this annual report on Form 10-K 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 all material respects the financialcondition, results of operations and cash flows of Cubic Corporation as of, andfor, the periods presented in this report;

 

4.   Cubic’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for Cubic Corporation and have:

a)   designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to Cubic, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

b)  designed suchinternal controls over financial reporting or caused such internal controlsover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of the financial statements for external purposes in accordancewith generally accepted accounting principles;

c)   evaluated theeffectiveness of Cubic’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures as of the end of the period covered by this report based on suchevaluation; and

d)  disclosed inthis report any change in Cubic’s internal control over financial reportingthat occurred during Cubic’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, Cubic’s internalcontrol over financial reporting;

 

5.   Cubic’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to Cubic’s auditors and the auditcommittee of Cubic’s board of directors:

a)   allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect Cubic’s ability to record, process, summarize and reportfinancial information; and

 

b)  any fraud,whether or not material, that involves management or other employees who have asignificant role in Cubic’s internal control over financial reporting.

 

 
| December 12, 2005                |
|---------------------------------------|
|                                  |
| /s/ Walter J. Zable                   |   |
| W. J. Zable                           |
| President and Chief Executive Officer |

 

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**CERTIFICATION of CFO**

 

I, William W. Boyle, certify that:

 

1.   I havereviewed this annual report on Form 10-K 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 all material respects the financialcondition, results of operations and cash flows of Cubic Corporation as of, andfor, the periods presented in this report;

 

4.   Cubic’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for Cubic Corporation and have:

a)   designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to Cubic, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

b)  designed suchinternal controls over financial reporting or caused such internal controlsover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of the financial statements for external purposes in accordancewith generally accepted accounting principles;

c)   evaluated theeffectiveness of Cubic’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures as of the end of the period covered by this report based on suchevaluation; and

d)  disclosed inthis report any change in Cubic’s internal control over financial reportingthat occurred during Cubic’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, Cubic’s internalcontrol over financial reporting;

 

5.   Cubic’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to Cubic’s auditors and the auditcommittee of Cubic’s board of directors:

a)   allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect Cubic’s ability to record, process, summarize and reportfinancial information; and

b)  any fraud,whether or not material, that involves management or other employees who have asignificant role in Cubic’s internal control over financial reporting.

 
| December 12, 2005  |
|-------------------------|
|                    |
| /s/ William W. Boyle    |   |
| W. W. Boyle             |
| Chief Financial Officer |

 

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