**Exhibit31.1**

 

**CERTIFICATIONof CEO**

 

I, Walter J. 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 untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of CubicCorporation as of, and for, the periods presented in this report;

 

4. Cubic’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for Cubic Corporation and have:

a) designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to Cubic, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b) evaluated the effectiveness of Cubic’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures as of the end of the period coveredby this report based on such evaluation; and

c) disclosed in this report any change in Cubic’s internal control overfinancial reporting that occurred during Cubic’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, Cubic’sinternal control over financial reporting;

 

5. Cubic’s other certifying officers and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to Cubic’sauditors and the audit committee of Cubic’s board of directors:

a) all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect Cubic’s ability to record, process, summarize andreport financial information; and

b) any fraud, whether or not material, that involves management or otheremployees who have a significant role in Cubic’s internal control overfinancial reporting.

 

 

 
| December 6, 2004                      |   |
|---------------------------------------|--------|
|                                  |   |
| /s/ W.J. Zable                        |   |
| W. J. Zable                           |   |
| President and Chief Executive Officer |   |

 

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**CERTIFICATIONof 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 untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of CubicCorporation as of, and for, the periods presented in this report;

 

4. Cubic’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for Cubic Corporation and have:

a) designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to Cubic, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b) evaluated the effectiveness of Cubic’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures as of the end of the period coveredby this report based on such evaluation; and

c) disclosed in this report any change in Cubic’s internal control overfinancial reporting that occurred during Cubic’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, Cubic’sinternal control over financial reporting;

 

5. Cubic’s other certifying officers and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to Cubic’sauditors and the audit committee of Cubic’s board of directors:

a) all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect Cubic’s ability to record, process, summarize andreport financial information; and

b) any fraud, whether or not material, that involves management or otheremployees who have a significant role in Cubic’s internal control overfinancial reporting.

 

 

 
| December 6, 2004        |   |
|-------------------------|--------|
|                    |   |
| /s/ W.W. Boyle          |   |
| W. W. Boyle             |   |
| Chief Financial Officer |   |

 

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