**Exhibit 31.1**

** **

**CERTIFICATION of CEO**

** **

I,  WalterJ. Zable, certify that:

 
| 1.     | I have reviewed this annual report on  Form 10-K of Cubic Corporation;                                                                                                                                                                                                                                    |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                           |   |   |
| 2.     | Based on my knowledge, this report does  not contain any untrue statement of a material fact or omit to state a  material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this report; |
|   |                                                                                                                                                                                                                                                                                                           |   |   |
| 3.     | Based on my knowledge, the financial  statements, and other financial information included in this report, fairly  present in all material respects the financial condition, results of  operations and cash flows of Cubic Corporation as of, and for, the periods  presented in this report;                 |
|   |                                                                                                                                                                                                                                                                                                           |   |   |
| 4.     | Cubic’s other certifying officers and I  are responsible for establishing and maintaining disclosure controls and  procedures (as defined in Exchange Act Rules 13a-15(e) and  15d-15(e)) for Cubic Corporation and have:                                                                       |
|   |                                                                                                                                                                                                                                                                                                           |
|   | a)                                                                                                                                                                                                                                                                                                             | designed such disclosure controls and  procedures, or caused such disclosure controls and procedures to be designed  under our supervision, to ensure that material information relating to Cubic,  including its consolidated subsidiaries, is made known to us by others within  those entities, particularly during the period in which this report is being  prepared; |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | b)                                                                                                                                                                                                                                                                                                             | designed such internal controls over  financial reporting or caused such internal controls over financial reporting  to be designed under our supervision, to provide reasonable assurance regarding  the reliability of financial reporting and the preparation of the financial  statements for external purposes in accordance with generally accepted  accounting principles; |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | c)                                                                                                                                                                                                                                                                                                             | evaluated the effectiveness of Cubic’s  disclosure controls and procedures and presented in this report our  conclusions about the effectiveness of the disclosure controls and procedures  as of the end of the period covered by this report based on such evaluation;  and |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | d)                                                                                                                                                                                                                                                                                                             | disclosed in this report any change in  Cubic’s internal control over financial reporting that occurred during  Cubic’s fourth fiscal quarter that has materially affected, or is reasonably  likely to materially affect, Cubic’s internal control over financial  reporting; |
|   |                                                                                                                                                                                                                                                                                                           |   |   |
| 5.     | Cubic’s other certifying officers and I  have disclosed, based on our most recent evaluation of internal control over  financial reporting, to Cubic’s auditors and the audit committee of Cubic’s  board of directors:                                                                         |
|   |                                                                                                                                                                                                                                                                                                           |
|   | a)                                                                                                                                                                                                                                                                                                             | all significant deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting which are reasonably likely to adversely affect Cubic’s ability to  record, process, summarize and report financial information; and |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | b)                                                                                                                                                                                                                                                                                                             | any fraud, whether or not material, that  involves management or other employees who have a significant role in Cubic’s  internal control over financial reporting. |
|        |                                                                                                                                                                                                                                                                                                                |  |  |  |

 

 

December 2, 2008

 
| /s/ Walter J. Zable                   |   |
|---------------------------------------|--------|
|                                  |
| W. J. Zable                           |
| President and Chief Executive Officer |

 

----

** **

**CERTIFICATION of CFO**

** **

I,  William W. Boyle, certify that:

** **
| 1.     | I have reviewed this annual report on Form 10-K  of Cubic Corporation;                                                                                                                                                                                                                                    |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                           |   |   |
| 2.     | Based on my knowledge, this report does  not contain any untrue statement of a material fact or omit to state a  material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this report; |
|   |                                                                                                                                                                                                                                                                                                           |   |   |
| 3.     | Based on my knowledge, the financial  statements, and other financial information included in this report, fairly  present in all material respects the financial condition, results of  operations and cash flows of Cubic Corporation as of, and for, the periods  presented in this report;                 |
|   |                                                                                                                                                                                                                                                                                                           |   |   |
| 4.     | Cubic’s other certifying officers and I  are responsible for establishing and maintaining disclosure controls and  procedures (as defined in Exchange Act Rules 13a-15(e) and  15d-15(e)) for Cubic Corporation and have:                                                                       |
|   |                                                                                                                                                                                                                                                                                                           |
|   | a)                                                                                                                                                                                                                                                                                                             | designed such disclosure controls and  procedures, or caused such disclosure controls and procedures to be designed  under our supervision, to ensure that material information relating to Cubic,  including its consolidated subsidiaries, is made known to us by others within  those entities, particularly during the period in which this report is being  prepared; |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | b)                                                                                                                                                                                                                                                                                                             | designed such internal controls over  financial reporting or caused such internal controls over financial reporting  to be designed under our supervision, to provide reasonable assurance  regarding the reliability of financial reporting and the preparation of the  financial statements for external purposes in accordance with generally  accepted accounting principles; |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | c)                                                                                                                                                                                                                                                                                                             | evaluated the effectiveness of Cubic’s  disclosure controls and procedures and presented in this report our  conclusions about the effectiveness of the disclosure controls and procedures  as of the end of the period covered by this report based on such evaluation;  and |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | d)                                                                                                                                                                                                                                                                                                             | disclosed in this report any change in  Cubic’s internal control over financial reporting that occurred during  Cubic’s fourth fiscal quarter that has materially affected, or is reasonably  likely to materially affect, Cubic’s internal control over financial  reporting; |
|   |                                                                                                                                                                                                                                                                                                           |   |   |
| 5.     | Cubic’s other certifying officers and I  have disclosed, based on our most recent evaluation of internal control over  financial reporting, to Cubic’s auditors and the audit committee of Cubic’s  board of directors:                                                                         |
|   |                                                                                                                                                                                                                                                                                                           |
|   | a)                                                                                                                                                                                                                                                                                                             | all significant deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting which are reasonably likely to adversely affect Cubic’s ability to  record, process, summarize and report financial information; and |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | b)                                                                                                                                                                                                                                                                                                             | any fraud, whether or not material, that  involves management or other employees who have a significant role in Cubic’s  internal control over financial reporting. |
|        |                                                                                                                                                                                                                                                                                                                |  |  |  |

 

December 2, 2008

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

 

----