Mail Stop 6010
      March 21, 2006

VIA U.S. MAIL AND FACSIMILE (858) 505-1562

W.W. Boyle
Chief Financial Officer
Cubic Corporation
9333 Balboa Avenue
San Diego, California  92123


      Re:	Cubic Corporation
		Form 10-K for the fiscal year ended September 30, 2005
      Filed December 14, 2005
      Form 10-Q for the quarterly period ended December 31, 2005
		File No. 001-08931

Dear Mr. Boyle:


      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the fiscal year ended September 30, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 21

Consolidated Overview, page 21
1. We see that you present a non-GAAP measure of "earnings before
certain identified items" within your MD&A.  With respect to that
measure, please expand future filings to present all of the
disclosures required by S-K Item 10(e)(1)(i).  Expanded disclosure
should also consider the guidance from Question 8 of the FAQ
Regarding the Use of Non-GAAP Financial Measures dated June 13,
2003.
Please show us how you intend to apply this comment.
2. As a related matter, under S-K Item 10(e)(1)(ii)(B) you should
not
adjust a non-GAAP performance measure to eliminate or smooth items
identified as non-recurring, infrequent or unusual when it is
reasonably likely that you may incur a similar gain or loss within
two years or where you actually incurred a similar gain or loss
within the prior two years.  With respect to the real estate
gains,
please describe your consideration of that guidance.  We see, for
instance, based on disclosure from the Form 10-Q as of December
31,
2005 that you apparently held other real estate for sale during
the
periods presented in the Form 10-K.

Consolidated Financial Statements

Consolidated Balance Sheets, page 32
3. We see that you have approximately $7.5 million of "deferred
compensation" recorded in other liabilities.  In future filings
please include footnote disclosure about the compensation program
generating the deferred compensation liability.

Consolidated Statements of Income, page 34
4. We refer to the disclosure on page 9 that 44% of your revenues
are
derived from service type work.  In future filings please revise
the
statements of income to separately disclose revenues from the
sales
of products, services and any other components that are more than
10
percent of total revenues for the year.   Related costs and
expenses
should also be disclosed separately.  Refer to Regulation S-X,
Article 5-03(b)(1) and (2).
5. We see that you recorded gains on sales of assets of $4.5 and
$8.5
million in fiscal years 2004 and 2003, respectively.  Please
expand
future filings to present footnote disclosure about the origin and
nature of significant gains and losses on disposals of assets.
Please also tell us about your consideration of the classification
guidance set forth in Question 2 to SAB Topic 5-P and paragraph 45
to
SFAS 144.

Note 1.  Summary of Significant Accounting Policies, page 37

Property, Plant and Equipment, page 38
6. We note that you use accelerated methods to depreciate
machinery
and equipment.  In future filings expand to specifically identify
the
accelerated depreciation methods in use.  If not apparent, also
clarify the pattern and timing of depreciation charges and why the
methods are appropriate considering the nature of your machinery
and
equipment.

Note 9.  Legal Matters, page 52
7. Regarding the breach of contract claim filed by your customer
in
April 2005, please tell us and revise future filings to disclose
whether you have recorded a liability for estimated losses
resulting
from the legal claim.  We see that you have recorded an allowance
against receivables from the customer and that you expensed all
costs
incurred in connection with the contract during fiscal year 2005.
If
you have not recorded a liability for future estimated losses from
the legal contingency, please explain the basis for your
accounting.
Refer to SFAS 5.

Form 10-Q for the quarter ended December 31, 2005

Condensed Consolidated Statements of Income, page 2
8. We see that you recorded a $7.2 million gain on sale of
investment
real estate.  Tell us and revise future filings to disclose the
nature of the property sold, historical cost of the real estate,
and
the terms of the sale.  Please also consider providing MD&A
disclosure regarding the business reason for sale of the
investment
property.   Please clarify whether you hold any additional
investment
real estate and, if so, tell us why you should not present the
investment asset as a separate line item in your consolidated
balance
sheet.

Item 4.  Statement on Disclosure Controls and Procedures, page 14
9. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated disclosure controls and
procedures as of a date within 90 days before the filing date of
the
quarterly report.  In future filings, please revise this section
to
disclose management`s conclusion regarding the effectiveness of
disclosure controls and procedures as of the end of the period
covered by the quarterly report.  Refer to Item 307 of Regulation
S-K
and Part III.F of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, Release No. 33-8238, available on our website at
www.sec.gov/rules/final/33-8238.htm.
10. In addition, we note your disclosure that management has
concluded that your disclosure controls and procedures are
effective
"in timely alerting [management] to material information relating
to
the Company (including consolidated subsidiaries) required to be
included in the Company`s periodic SEC filings."  The language
that
is currently included after the word "effective" in your
disclosure
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
If you do not wish to eliminate this language, please revise so
that
the language that appears after the word "effective" is
substantially
similar in all material respects to the language that appears in
the
entire two-sentence definition of "disclosure controls and
procedures" set forth in Rule 13a-15(e).  Please apply in future
filings.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3605 if you have questions.  In this regard, please do
not
hesitate to contact Brian Cascio, Accounting Branch Chief, at
(202)
551-3676 with any other questions.


      Sincerely,



      Gary Todd
      Reviewing Accountant

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Mr. Boyle
Cubic Corporation
March 21, 2006
Page 2