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 * 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. Date of Earliest Transaction (Month/Day/Year) 05/19/2014 (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 03/19/2014   J(1)   1,070 D (1) 0 D   Common Stock 03/19/2014   J(1)   1,070 A (1) 2,307,831 I The Walter C. Zable Trust U/A/D 2/7/06 Common stock 05/20/2014   G(2)   12,825 D (2) 2,295,006 I The Walter C. Zable Trust U/A/D 2/7/06 Common Stock 05/20/2014   J(3)   81,342 A $ 52 (3) 2,376,348 I The Walter C. Zable Trust U/A/D 2/7/06

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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
ZABLE WALTER C 9333 BALBOA AVENUE SAN DIEGO, CA 92123	X	X	Exec. Chairman of the Board

Signatures

Angela L. Hartley, Attorney-in-fact		05/21/2014
**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)	Common stock held directly was transferred without consideration into The Walter C. Zable Trust U/A/D 2/7/06, for which Reporting Person is Trustee.
(2)	Shares gifted from Walter C. Zable Trust U/A/D 2/7/06 to each of 3 adult children's trusts, for which the the Reporting Person is Trustee.
(3)	Shares transferred from each of 3 children's trusts, for which Reporting Person is Trustee into Walter C. Zable Trust U/A/D 2/7/06, consideration for which was real estate valued at $4,125,000. Stock transfer was requested 01/14/2014 at which time the stock price was $52 per share but transaction not effected until Cubic stock trading window was open.

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