Cubic Corporation
9333 Balboa Avenue
San Diego, California 92123
May 14, 2013
VIA EDGAR
Amanda Ravitz, Esq.
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Cubic Corporation
Registration Statement on Form S-1
File No. 333-186852
Dear Ms. Ravitz:
Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Cubic Corporation (the “Company”), respectfully requests that the effective date of the Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on Wednesday, May 15, 2013, or as soon as practicable thereafter.
The undersigned, on behalf of the Company, acknowledges the following:
· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or require additional information, please contact Scott N. Wolfe, Esq. of Latham & Watkins LLP at (858) 523-5405. Thank you for your assistance and cooperation in this matter.
| Very truly yours, | |
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| CUBIC CORPORATION | |
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| By: | /s/ James R. Edwards |
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| James R. Edwards |
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| Senior Vice President, |
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| General Counsel & Secretary |
cc: Richard Sandler, Esq., Davis Polk & Wardwell LLP
Scott N. Wolfe, Esq., Latham & Watkins LLP
Matthew T. Bush, Esq., Latham & Watkins LLP