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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Cox Karen Zable   2. Issuer Name and Ticker or Trading Symbol CUBIC CORP /DE/ [CUB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9333 BALBOA AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 08/28/2013 (Street) SAN DIEGO, CA 92123 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/28/2013   J(1)   1,902,999 D (3) 229,297 I Zable Survivors' Trust (4) Common Stock 08/28/2013   J(2)   94,042 A (2) 281,412 (3) I Zable QTIP Marital Trust Common Stock 08/28/2013   J(3)   2,964,821 D (3) 187,370 (4) I Zable QTIP Marital Trust (4) Common Stock               32,593 I Zable Reverse QTIP Marital Trust (4) Common Stock               16,108 I Zable Non QTIP Marital Trust (4) Common Stock               240,000 I Trusts for Cox family members (5) Common Stock 08/28/2013   J(1)   1,588,656 A (1) (3) 1,816,201 (6) D

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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 Following Reported Transaction(s) (Instr. 4)

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

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cox Karen Zable 9333 BALBOA AVENUE SAN DIEGO, CA 92123		X

Signatures

James R. Edwards, Attorney-in-fact		08/30/2013
**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)	Stock held by Reporting Person as a co-trustee in a trust was distributed to direct ownership of the Reporting Person, held jointly with her spouse.
(2)	Stock transferred from Zable Survivors' Trust to Zable QTIP Marital Trust. Reporting Person is co-trustee of both trusts. The Reporting Person disclaims beneficial ownership of the securities except to the exten of her pecuniary interest therein.
(3)	Stock transferred from the Zable QTIP Marital Trust was transferred to direct ownership of the Reporting Person, held jointly with her spouse.
(4)	The reported securities are owned bythe 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 her pecuniary interest therein.
(5)	The reported securities are held in 2 trusts for the Reporting Person's children, for which the Reporting Person and her spouse are co-trustees.
(6)	Held directly and jointly with Reporting Person's spouse.

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