**Exhibit 31.1**

 

**CERTIFICATION ofCEO**

 

I, Walter J. Zable, certify that:

 

1.         I have reviewed this Amendment No. 1 to annualreport on Form 10-K/A of Cubic Corporation;

 

2.         Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary 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 financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof Cubic Corporation as of, and for, the periods presented in this report;

 

4.         Cubic’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-(f) for Cubic Corporation and have:

 

a)        designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to Cubic, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared;

 

b)       designed such internal controls over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles;

 

c)        evaluated the effectiveness of Cubic’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

d)       disclosed in this report any change in Cubic’sinternal control over financial reporting that occurred during Cubic’s fourthfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, Cubic’s internal control over financial reporting;

 

5.         Cubic’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to Cubic’s auditors and the audit committee of Cubic’sboard of directors:

 

a)        all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect Cubic’s ability torecord, process, summarize and report financial information; and

 

b)       any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in Cubic’s internalcontrol over financial reporting.

 
| March 2, 2010                     |   |   |
|----------------------------------------|--------|--------|
|                                   |   |   |
| /s/ Walter J. Zable                    |   |   |
| W. J. Zable                            |   |   |
| President and Chief Executive  Officer |   |   |

 

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**CERTIFICATION ofCFO**

 

I, William W. Boyle, certifythat:

 

1.         I have reviewed this Amendment No. 1 to annualreport on Form 10-K/A of Cubic Corporation;

 

2.         Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary 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 financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof Cubic Corporation as of, and for, the periods presented in this report;

 

4.         Cubic’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-(f) for Cubic Corporation and have:

 

a)        designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to Cubic, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared;

 

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

 

c)        evaluated the effectiveness of Cubic’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

d)       disclosed in this report any change in Cubic’sinternal control over financial reporting that occurred during Cubic’s fourthfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, Cubic’s internal control over financial reporting;

 

5.         Cubic’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to Cubic’s auditors and the audit committee of Cubic’sboard of directors:

 

a)        all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect Cubic’s ability torecord, process, summarize and report financial information; and

 

b)       any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in Cubic’s internalcontrol over financial reporting.

 
| March 2,  2010      |   |   |
|--------------------------|--------|--------|
|                     |   |   |
| /s/  William W. Boyle    |   |   |
| W. W.  Boyle             |   |   |
| Chief  Financial Officer |   |   |

 

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