FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ZABLE WALTER C 2. Issuer Name and Ticker or Trading Symbol CUBIC CORP /DE/ [CUB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. Chairman of the Board (Last) (First) (Middle) 9333 BALBOA AVENUE 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 09/30/2012 (Street) SAN DIEGO, CA 92123 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 06/23/2012(1)   W 275,000 A $ 0 724,641 (2) I Zable Special Trusts (1) Common Stock 06/23/2012   W 3,217,607 A $ 0 3,942,248 I Zable Survivor's Trusts (1) Common Stock 06/23/2012   W 130,477 A $ 0 4,072,725 I Zable Trust dated 1978 (1) Common Stock 06/23/2012   W 5,137,047 A $ 0 9,209,772 I Zable QTIP Marital Trust (1) Common Stock 06/23/2012   W 50,157 A $ 0 9,259,929 I Zable Reverse QTIP Marital Trust (1) Common Stock 06/23/2012   W 16,108 A $ 0 9,276,037 I Zable Non QTIP Marital Trust (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ZABLE WALTER C 9333 BALBOA AVENUE SAN DIEGO, CA 92123	  X	  X	  Exec. Chairman of the Board	Â

Signatures

Angela L. Hartley, Attorney-in-fact		11/13/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On June 23, 2012, Walter J. Zable, founder, CEO and Chairman of the Board of Cubic Corporation passed away. Following the death of Walter J. Zable, Walter C. Zable (the Reporting Person) and Karen Zable Cox, the son and daughter respectively of Walter J. Zable, became co-trustees of the named trusts. The reported securities are owned by the named trusts of which the Reporting Person is a co-trustee, The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(2)	Total shares owned at fiscal year end includes 449,641 shares previously owned by the Reporting Person in a trust. Those shares continue to be held in a trust separate from the named trusts.

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