**Exhibit 31.1**

 

**CERTIFICATION of CEO**

 

I, Walter J. Zable, certify that:

 

1. I have reviewed this annual report on Form 10-Kof Cubic Corporation;

 

2. Based on my knowledge, this report doesnot contain 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, fairlypresent in all material respects the financial condition, results of operationsand cash flows of Cubic Corporation as of, and for, the periods presented inthis report;

 

4. Cubic’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for Cubic Corporation and 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 Cubic,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

b)       designed such internal controls over financial reporting or caused suchinternal controls over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of the financial statements for external purposesin accordance with generally accepted accounting principles;

c) evaluated the effectiveness of Cubic’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures as of the endof the period covered by this report based on such evaluation; and

d) disclosed in this report any change inCubic’s internal control over financial reporting that occurred during Cubic’sfourth fiscal 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 Ihave disclosed, 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 financial reportingwhich 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, thatinvolves management or other employees who have a significant role in Cubic’sinternal control over financial reporting.

 

 
| December 8, 2009                 |
|---------------------------------------|
|                                  |
| /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 have reviewed this annual report on Form 10-Kof Cubic Corporation;

 

2. Based on my knowledge, this report doesnot contain 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, fairlypresent in all material respects the financial condition, results of operationsand cash flows of Cubic Corporation as of, and for, the periods presented inthis report;

 

4. Cubic’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for Cubic Corporation and 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 Cubic,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

b)       designed such internal controls over financial reporting or caused suchinternal controls over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of the financial statements for externalpurposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of Cubic’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures as of the endof the period covered by this report based on such evaluation; and

d) disclosed in this report any change inCubic’s internal control over financial reporting that occurred during Cubic’sfourth fiscal 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 Ihave disclosed, 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 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 Cubic’sinternal control over financial reporting.

 
| December 8, 2009   |
|-------------------------|
|                    |
| /s/ William W. Boyle    |   |
| W. W. Boyle             |
| Chief Financial Officer |

 

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