UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                CUBIC CORPORATION
               (Exact name of registrant as specified in charter)


            Delaware                                        95-1678055
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)

                               9333 Balboa Avenue
                           San Diego, California 92123
                                 (619) 277-6780
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)


                Cubic Corporation Employees' Profit-Sharing Plan
                 Cubic Applications, Inc. 401(k) Retirement Plan
                              (Full Title of Plan)


                        William C. Stewart, Jr., Secretary
                                Cubic Corporation
                               9333 Balboa Avenue
                           San Diego, California 92123
                                 (619) 505-2276
           (name and address, including zip code and telephone number,
                    including area code of agent for service)



                         CALCULATION OF REGISTRATION FEE

                                     Proposed         Proposed
                                      Maximum          Maximum       Amount of
Title of Securities  Amount to be  Offering Price     Aggregate    Registration
To be Registered      Registered    Per Share(1)   Offering Price      Fee
-------------------  ------------  --------------  --------------  ------------
Interests under the
Plans                Indeterminate       N/A             N/A           N/A



                                        1
<PAGE>
                                     PART II

Item 3.  Incorporation of Documents by Reference.

The  following  documents  which  have  been  filed  by Cubic  Corporation  (the
"Registrant")  with the Securities and Exchange  Commission (the  "Commission"),
are hereby incorporated by reference in this Registration Statement:

1.   Annual Report on Form 10-K for the fiscal year ended September 30, 1995.

2.   Quarterly  Reports on Form 10-Q for the quarters  ended  December 31, 1995,
     and March 31, 1996, and June 30, 1996.

3.   The  description  of  the  Common  Stock  contained  in  the   Registrant's
     Registration  Statement  on Form 8- A filed  pursuant  to Section 12 of the
     Exchange Act, and any amendment or report filed for the purpose of updating
     such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities  Exchange Act of 1934  subsequent to the date of the
Registration  Statement and prior to the filing of a  post-effective  amendment,
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  into this  Registration  Statement  and to be a part  hereof from the
respective dates of the filing of such documents.

     The Registrant will provide without charge to any Plan participant,  at the
request  of  such  person,  a copy  of any  or  all of the  foregoing  documents
incorporated  herein by  reference  (other  than  exhibits  to such  documents).
Requests  should be  directed  to  William C.  Stewart,  Jr.,  Secretary,  Cubic
Corporation, 9333 Balboa Avenue, San Diego, California 92123.

Item 4.  Description of Securities.

Not  Applicable.

Item 5.  Interests of Names Experts and Counsel.

Not  Applicable.

Item 6.  Indemnification of Directors and Officers.

Under Section 145 of the Delaware General Corporation Law, the Company has broad
powers to indemnify  its  directors and officers  against  liabilities  that may
incur in such capacities,  including  liabilities  under the Securities Act. The
Company's  Bylaws  require the Company to indemnify  its directors and officers,
and permit the Company to  indemnify  its  employees  and other  agents,  to the
extent  permitted  by Delaware  law.  Under the  Company's  Bylaws,  indemnified
parties are entitled to  indemnification  for negligence,  gross  negligence and
otherwise to the fullest  extent  permitted by law. The By-laws also require the
Company to advance  litigation  expenses in the case of  stockholder  derivative
actions or other actions,  against an undertaking  by the  indemnified  party to
repay such advances if it is ultimately determined that the indemnified party is
not entitled to indemnification.

The Company has entered into indemnity agreements with each of its directors and
executive  officers.  Such indemnity  agreements contain provisions which are in
some respects broader than the specific indemnification  provisions contained in
Delaware law.

The Registrant  also  maintains a policy of directors'  and officers'  liability
insurance.

                                        2
<PAGE>
Item 7.  Exemption From Registration Claimed.

Not  Applicable.

Item 8.  Exhibits.

Exhibit Nos.      Description of Exhibits
------------      -----------------------

5                 Opinion and Consent of Luce, Forward, Hamilton & Scripps, LLP
10.1              Cubic Corporation Employees' Profit-Sharing Plan
10.2              Cubic Applications, Inc. 401(k) Retirement Plan
23.1              Consent of Ernst & Young, LLP

Item 9.  Undertakings.

1.   The undersigned Registrant hereby undertakes:

     (i)       To file,  during  any  period in which  offers or sales are being
               made,  post-effective amendment to this Registration Statement to
               include  any  material  information  with  respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

     (ii)      That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

     (iii)     To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

2.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933, as amended (the "Act") may be permitted to directors,  officers or
     controlling   persons  of  the   registrant,   pursuant  to  the  foregoing
     provisions,  or  otherwise,  the  registrant  has been advised that, in the
     opinion of the Securities and Exchange Commission,  such indemnification is
     against  public  policy  as  expressed  in  the  Act,  and  is,  therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the registrant in
     the  successful  defense of any action,  suit or  proceeding is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered  hereunder,  the registrant will, unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the act and will be governed by the final adjudication of such issue.



                                        3
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for the filing on Form S-8 and has duly  caused  the  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of San Diego,  State of  California,  on the 31st day of
October 1996.


                                          CUBIC CORPORATION


                                              /s/ WALTER J. ZABLE
                                          By: ----------------------------
                                              Walter J. Zable, President


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

Signature                     Name and Title                      Date
-------------------------     ---------------------------     -----------------

     
                              Walter J. Zable, President, 
                              Chief Executive Officer, and 
/s/ WALTER J. ZABLE           Chairman of the Board of
-------------------------     Directors                       October 31, 1996

                              William W. Boyle, Chief 
                              Financial Officer, Vice 
/s/ WILLIAM W. BOYLE          President of Finance and 
-------------------------     Director                        October 31, 1996


/s/ THOMAS A. BAZ             Thomas A. Baz, Vice President
-------------------------     and Corporate Controller        October 31, 1996

                              Walter C. Zable, Vice 
/s/ WALTER C. ZABLE           President and Vice Chairman 
-------------------------     of the Board of Directors       October 31, 1996

/s/ JACKSON D. ARNOLD
-------------------------     Jackson D. Arnold, Director     October 31, 1996


/s/ RICHARD G. DUNCAN
-------------------------     Richard G. Duncan, Director     October 31, 1996


/s/ ROBERT T. MONAGAN
-------------------------     Robert T. Monagan, Director     October 31, 1996


/s/ RAYMOND G. PEET
-------------------------     Raymond G. Peet, Director       October 31, 1996


                                        4
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                CUBIC CORPORATION


                                  EXHIBIT INDEX

Exhibit No.    Exhibit
-----------    -------

5              Opinion and consent of Luce, Forward, Hamilton & Scripps LLP
10.1           Cubic Corporation Employees' Profit Sharing Plan
10.2           Cubic Applications, Inc. 401(k) Retirement Plan
23.1           Consent of Independent Accountants, Ernst & Young, LLP




                                        5
<PAGE>
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{"company-data": {"conformed-name": "CUBIC CORP /DE/", "cik": "0000026076", "assigned-sic": "3829", "irs-number": "951678055", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15391", "film-number": "96652723"}, "business-address": {"street1": "9333 BALBOA AVE", "city": "SAN DIEGO", "state": "CA", "zip": "92123", "phone": "6192776780"}, "mail-address": {"street1": "PO BOX 85587", "city": "SAN DIEGO", "state": "CA", "zip": "92186-5587"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                CUBIC CORPORATION
               (Exact name of registrant as specified in charter)

            Delaware                                        95-1678055
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)

                               9333 Balboa Avenue
                           San Diego, California 92123
                                 (619) 277-6780
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                Cubic Corporation Employees' Profit-Sharing Plan
                 Cubic Applications, Inc. 401(k) Retirement Plan
                              (Full Title of Plan)

                        William C. Stewart, Jr., Secretary
                                Cubic Corporation
                               9333 Balboa Avenue
                           San Diego, California 92123
                                 (619) 505-2276
           (name and address, including zip code and telephone number,
                    including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                     Proposed         Proposed
                                      Maximum          Maximum       Amount of
Title of Securities  Amount to be  Offering Price     Aggregate    Registration
To be Registered      Registered    Per Share(1)   Offering Price      Fee
-------------------  ------------  --------------  --------------  ------------
Interests under the
Plans                Indeterminate       N/A             N/A           N/A

                                        1
PART II

Item 3.  Incorporation of Documents by Reference.

The  following  documents  which  have  been  filed  by Cubic  Corporation  (the
"Registrant")  with the Securities and Exchange  Commission (the  "Commission"),
are hereby incorporated by reference in this Registration Statement:

1.   Annual Report on Form 10-K for the fiscal year ended September 30, 1995.

2.   Quarterly  Reports on Form 10-Q for the quarters  ended  December 31, 1995,
     and March 31, 1996, and June 30, 1996.

3.   The  description  of  the  Common  Stock  contained  in  the   Registrant's
     Registration  Statement  on Form 8- A filed  pursuant  to Section 12 of the
     Exchange Act, and any amendment or report filed for the purpose of updating
     such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities  Exchange Act of 1934  subsequent to the date of the
Registration  Statement and prior to the filing of a  post-effective  amendment,
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  into this  Registration  Statement  and to be a part  hereof from the
respective dates of the filing of such documents.

     The Registrant will provide without charge to any Plan participant,  at the
request  of  such  person,  a copy  of any  or  all of the  foregoing  documents
incorporated  herein by  reference  (other  than  exhibits  to such  documents).
Requests  should be  directed  to  William C.  Stewart,  Jr.,  Secretary,  Cubic
Corporation, 9333 Balboa Avenue, San Diego, California 92123.

Item 4.  Description of Securities.

Not  Applicable.

Item 5.  Interests of Names Experts and Counsel.

Not  Applicable.

Item 6.  Indemnification of Directors and Officers.

Under Section 145 of the Delaware General Corporation Law, the Company has broad
powers to indemnify  its  directors and officers  against  liabilities  that may
incur in such capacities,  including  liabilities  under the Securities Act. The
Company's  Bylaws  require the Company to indemnify  its directors and officers,
and permit the Company to  indemnify  its  employees  and other  agents,  to the
extent  permitted  by Delaware  law.  Under the  Company's  Bylaws,  indemnified
parties are entitled to  indemnification  for negligence,  gross  negligence and
otherwise to the fullest  extent  permitted by law. The By-laws also require the
Company to advance  litigation  expenses in the case of  stockholder  derivative
actions or other actions,  against an undertaking  by the  indemnified  party to
repay such advances if it is ultimately determined that the indemnified party is
not entitled to indemnification.

The Company has entered into indemnity agreements with each of its directors and
executive  officers.  Such indemnity  agreements contain provisions which are in
some respects broader than the specific indemnification  provisions contained in
Delaware law.

The Registrant  also  maintains a policy of directors'  and officers'  liability
insurance.

                                        2
Item 7.  Exemption From Registration Claimed.

Not  Applicable.

Item 8.  Exhibits.

Exhibit Nos.      Description of Exhibits
------------      -----------------------

5                 Opinion and Consent of Luce, Forward, Hamilton & Scripps, LLP
10.1              Cubic Corporation Employees' Profit-Sharing Plan
10.2              Cubic Applications, Inc. 401(k) Retirement Plan
23.1              Consent of Ernst & Young, LLP

Item 9.  Undertakings.

1.   The undersigned Registrant hereby undertakes:

     (i)       To file,  during  any  period in which  offers or sales are being
               made,  post-effective amendment to this Registration Statement to
               include  any  material  information  with  respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

     (ii)      That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

     (iii)     To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

2.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933, as amended (the "Act") may be permitted to directors,  officers or
     controlling   persons  of  the   registrant,   pursuant  to  the  foregoing
     provisions,  or  otherwise,  the  registrant  has been advised that, in the
     opinion of the Securities and Exchange Commission,  such indemnification is
     against  public  policy  as  expressed  in  the  Act,  and  is,  therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the registrant in
     the  successful  defense of any action,  suit or  proceeding is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered  hereunder,  the registrant will, unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the act and will be governed by the final adjudication of such issue.

                                        3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for the filing on Form S-8 and has duly  caused  the  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of San Diego,  State of  California,  on the 31st day of
October 1996.

                                          CUBIC CORPORATION

                                              /s/ WALTER J. ZABLE
                                          By: ----------------------------
                                              Walter J. Zable, President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

Signature                     Name and Title                      Date
-------------------------     ---------------------------     -----------------

     
                              Walter J. Zable, President, 
                              Chief Executive Officer, and 
/s/ WALTER J. ZABLE           Chairman of the Board of
-------------------------     Directors                       October 31, 1996

                              William W. Boyle, Chief 
                              Financial Officer, Vice 
/s/ WILLIAM W. BOYLE          President of Finance and 
-------------------------     Director                        October 31, 1996

/s/ THOMAS A. BAZ             Thomas A. Baz, Vice President
-------------------------     and Corporate Controller        October 31, 1996

                              Walter C. Zable, Vice 
/s/ WALTER C. ZABLE           President and Vice Chairman 
-------------------------     of the Board of Directors       October 31, 1996

/s/ JACKSON D. ARNOLD
-------------------------     Jackson D. Arnold, Director     October 31, 1996

/s/ RICHARD G. DUNCAN
-------------------------     Richard G. Duncan, Director     October 31, 1996

/s/ ROBERT T. MONAGAN
-------------------------     Robert T. Monagan, Director     October 31, 1996

/s/ RAYMOND G. PEET
-------------------------     Raymond G. Peet, Director       October 31, 1996

                                        4
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                CUBIC CORPORATION

                                  EXHIBIT INDEX

Exhibit No.    Exhibit
-----------    -------

5              Opinion and consent of Luce, Forward, Hamilton & Scripps LLP
10.1           Cubic Corporation Employees' Profit Sharing Plan
10.2           Cubic Applications, Inc. 401(k) Retirement Plan
23.1           Consent of Independent Accountants, Ernst & Young, LLP

                                        5