8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

April 6, 2005

Date of Report (date of earliest event reported)

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

Delaware	1-8931	95-1678055
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9333 Balboa Avenue
San Diego, California 92123

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 277-6780

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o    Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01 Entry into a Material Definitive Agreement

                Registrant has amended its Executive Deferred Compensation Plan in order to comply with new tax legislation.  The Plan is set forth on Exhibit A hereto.  Two named executive officers and a few other executive officers have elected to participate in the Plan.  The amounts involved are immaterial to the Registrant.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits

Exhibit No.	Description
10	Cubic Corporation Deferred Compensation Plan Changes for 2005

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CUBIC CORPORATION
Date April 6, 2005
	/s/ W. W. Boyle
	W. W. Boyle
	Chief Financial Officer

2

EX-10

Exhibit 10

NEW PLAN PROVISIONS BASED ON LEGISLATIVE CHANGES EFFECTIVE JANUARY 1, 2005
Eligibility	o	Executive Officers and Key Employees
Deferral Options	o	Up to 90% of Salary; Minimum of 5%
	o	Up to 100% of Bonus; Minimum of 5%
Election to Defer	o	Salary: December of prior Year
	o	Bonus: Before March 31st for Accrual Period Ending September 30th
Investment Option	o	Fixed Rate of Interest based on Federal Rate set by Secretary of the Treasury
	o	Current Rate as of January 1, 2005: 4.25%. Rate may change on July 1, 2005.
Distribution Options	o	The Plan now offers an In-Service Distribution Option Account, as well as the Retirement Distribution Account
	o	Each year, you may allocate new deferrals between the In-Service and Retirement Distribution options
In-Service Distribution Option	o	The earliest you can receive your first In-Service Distribution is 5 years after the year of your deferral. You are eligible to receive your first distribution in 2011 if you choose this option.
	o	You may select a lump sum payment, or annual installments up to 5 years
	o	You may re-defer a scheduled In-Service Distribution if you elect to do so at least 12 months prior to the scheduled payout day and you re-defer for a minimum of 5 years
Retirement Distribution Option	o	You may elect to have your benefit paid in a lump sum, or in annual installments of 5, 10, 15, or 20 years
	o	If your balance is $50,000 or less, you will automatically be paid in a lump sum, regardless of your prior election
Termination of Employment	o	If you terminate prior to retirement, you will be paid under the manor you elected as your Retirement Distribution Option
	o	If you did not make a Retirement Distribution Option election, or if your balance is $50,000 or less, you will be paid in a lump sum
Death Benefit	o	Pre-Retirement: Your beneficiary will be paid under the same manor as you elected for your Retirement Distribution Option. If you did not make an election, or if your account balance is $50,000 or less, your beneficiary will be paid in a lump sum.
	o	Post-Retirement: Your unpaid benefits will continue to be paid to your beneficiary
Disability	o	You may file a claim for payment if you meet the definition of disability as established under Section 409A.
Hardship	o	You may file a claim for payment if you meet the definition of “unforeseeable financial emergency” as established under Section 409A.