UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|ý  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|-- | ----------------------------------------------------------------------------------------
|   | For the Quarterly Period Ended March 31, 2008                                           
|or
|o  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|   | For the transition period
from                             to                           

Commission File Number 001-08123

QUIXOTE CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                      |  | 36-2675371(I.R.S. Employer
Identification Number)
|------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|35 East Wacker Drive
Chicago, Illinois(Address of principal executive offices)              |  | 60601(Zip Code)                                  
|(312) 467-6755(Registrant's telephone number, including area code)                         
|No Change(Former name, former address and former fiscal year, if changed since last report)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As of April 30, 2008, there were 9,132,194 shares of the registrant's common stock ($.01-2/3 par value) outstanding.



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PART IFINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

QUIXOTE CORPORATION AND SUBSIDIARIES  Consolidated Statements of Operations  (Unaudited)

|                                         |                                            | Nine Months Ended March 31, |           
|---------------------------------------- | ------------------------------------------ | --------------------------- | ----------
|
|Net sales                                |                                            | $                           | 95,969,000
|Cost of sales                            |                                            |                             | 66,031,000
|                                         |                                            |                             |           
|Gross profit                             |                                            |                             | 29,938,000
|                                         |                                            |                             |           
|Operating expenses:                      |                                            |                             |           
|                                         | Selling & administrative                   |                             |           
|                                         | Research & development                     |                             |           
|                                         | Gain on sale of assets                     |                             |           
|                                         | Loss on legal settlement                   |                             |           
|                                         | Restructuring costs                        |                             |           
|                                         |                                            |                             |           
|                                         |                                            |                             | 26,865,000
|Operating profit (loss)                  |                                            |                             | 3,073,000 
|                                         |                                            |                             |           
|Other income (expense):                  |                                            |                             |           
|                                         | Interest income                            |                             |           
|                                         | Interest expense                           |                             |           
|                                         |                                            |                             |           
|                                         |                                            |                             | (2,968,000
|                                         |                                            |                             |           
|Earnings (loss) before income taxes      |                                            |                             | 105,000   
|Income tax provision (benefit)           |                                            |                             | 40,000    
|                                         |                                            |                             |           
|Net earnings (loss)                      |                                            | $                           | 65,000    
|                                         |                                            |                             |           
|Per share databasic:                    |                                            |                             |           
|                                         | Net earnings (loss)                        |                             | $         
|                                         |                                            |                             |           
|                                         | Weighted average common shares outstanding |                             |           
|                                         |                                            |                             |           
|Per share datadiluted:                  |                                            |                             |           
|                                         | Net earnings (loss)                        |                             | $         
|                                         |                                            |                             |           
|                                         | Weighted average common shares outstanding |                             |           
|                                         |                                            |                             |           
|Cash dividends declared per common share |                                            | $                           | 0.20      
|                                         |                                            |                             |           

See Notes to Consolidated Financial Statements.

2

---



QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

|                                    |                                            | Three Months Ended March 31, |           
|----------------------------------- | ------------------------------------------ | ---------------------------- | ----------
|
|Net sales                           |                                            | $                            | 29,870,000
|Cost of sales                       |                                            |                              | 21,370,000
|                                    |                                            |                              |           
|Gross profit                        |                                            |                              | 8,500,000 
|                                    |                                            |                              |           
|Operating expenses:                 |                                            |                              |           
|                                    | Selling & administrative                   |                              |           
|                                    | Research & development                     |                              |           
|                                    | Gain on sale of assets                     |                              |           
|                                    | Loss on legal settlement                   |                              |           
|                                    |                                            |                              |           
|                                    |                                            |                              | 9,645,000 
|Operating profit (loss)             |                                            |                              | (1,145,000
|                                    |                                            |                              |           
|Other income (expense):             |                                            |                              |           
|                                    | Interest income                            |                              |           
|                                    | Interest expense                           |                              |           
|                                    |                                            |                              |           
|                                    |                                            |                              | (732,000  
|                                    |                                            |                              |           
|Earnings (loss) before income taxes |                                            |                              | (1,877,000
|Income tax provision (benefit)      |                                            |                              | (713,000  
|                                    |                                            |                              |           
|Net earnings (loss)                 |                                            | $                            | (1,164,000
|                                    |                                            |                              |           
|Per share databasic:               |                                            |                              |           
|                                    | Net earnings (loss)                        |                              | $         
|                                    |                                            |                              |           
|                                    | Weighted average common shares outstanding |                              |           
|                                    |                                            |                              |           
|Per share datadiluted:             |                                            |                              |           
|                                    | Net earnings (loss)                        |                              | $         
|                                    |                                            |                              |           
|                                    | Weighted average common shares outstanding |                              |           
|                                    |                                            |                              |           

See Notes to Consolidated Financial Statements.

3

---





QUIXOTE CORPORATION AND SUBSIDIARIES  Consolidated Balance Sheets  (Unaudited)

|                                       |                                                                                                                 | March 31,
2008  |             | June 30,
2007 |           
|-------------------------------------- | --------------------------------------------------------------------------------------------------------------- | --------------- | ----------- | ------------- | ----------
|ASSETS                                 |                                                                                                                 |                 |             |               |           
|Current assets:                        |                                                                                                                 |                 |             |               |           
|                                       | Cash and cash equivalents                                                                                       |                 | $           | 913,000       |           
|                                       | Accounts receivable, net of allowance for doubtful accounts of $1,201,000 at March 31 and $1,687,000 at June 30 |                 |             | 26,009,000    |           
|                                       | Refundable income taxes                                                                                         |                 |             |               |           
|                                       | Inventories, net:                                                                                               |                 |             |               |           
|                                       |                                                                                                                 | Raw materials   |             |               | 16,005,000
|                                       |                                                                                                                 | Work in process |             |               | 5,943,000 
|                                       |                                                                                                                 | Finished goods  |             |               | 10,825,000
|                                       |                                                                                                                 |                 |             |               |           
|                                       |                                                                                                                 |                 | 32,773,000  |               |           
|                                       |                                                                                                                 |                 |             |               |           
|                                       | Deferred income tax assets                                                                                      |                 |             | 3,032,000     |           
|                                       | Other current assets                                                                                            |                 |             | 1,817,000     |           
|                                       |                                                                                                                 |                 |             |               |           
|Total current assets                   |                                                                                                                 |                 | 64,544,000  |               |           
|                                       |                                                                                                                 |                 |             |               |           
|Property, plant and equipment, at cost |                                                                                                                 |                 | 47,299,000  |               |           
|Less accumulated depreciation          |                                                                                                                 |                 | (27,736,000 | )             |           
|                                       |                                                                                                                 |                 |             |               |           
|                                       |                                                                                                                 |                 | 19,563,000  |               |           
|                                       |                                                                                                                 |                 |             |               |           
|Goodwill                               |                                                                                                                 |                 | 17,385,000  |               |           
|Intangible assets, net                 |                                                                                                                 |                 | 5,002,000   |               |           
|Deferred income tax assets             |                                                                                                                 |                 | 12,645,000  |               |           
|Other assets                           |                                                                                                                 |                 | 1,002,000   |               |           
|                                       |                                                                                                                 |                 |             |               |           
|                                       |                                                                                                                 | $               | 120,141,000 |               | $         
|                                       |                                                                                                                 |                 |             |               |           

See Notes to Consolidated Financial Statements.

4

---



QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)

|                                                |                                                                                                                               | March 31,
2008 |             | June 30,
2007 |  
|----------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | -------------- | ----------- | ------------- | -
|LIABILITIES AND SHAREHOLDERS' EQUITY            |                                                                                                                               |                |             |               |  
|Current liabilities:                            |                                                                                                                               |                |             |               |  
|                                                | Current portion of long-term debt                                                                                             |                | $           | 5,000,000     |  
|                                                | Accounts payable                                                                                                              |                |             | 7,646,000     |  
|                                                | Dividends payable                                                                                                             |                |             |               |  
|                                                | Accrued restructuring costs                                                                                                   |                |             | 117,000       |  
|                                                | Accrued expenses                                                                                                              |                |             | 6,590,000     |  
|                                                |                                                                                                                               |                |             |               |  
|Total current liabilities                       |                                                                                                                               |                | 19,353,000  |               |  
|                                                |                                                                                                                               |                |             |               |  
|Long-term debt, net of current portion          |                                                                                                                               |                | 55,000,000  |               |  
|Other long-term liabilities                     |                                                                                                                               |                | 1,073,000   |               |  
|                                                |                                                                                                                               |                |             |               |  
|                                                |                                                                                                                               |                | 75,426,000  |               |  
|                                                |                                                                                                                               |                |             |               |  
|Commitments and contingent liabilities (Note 9) |                                                                                                                               |                |             |               |  
|Shareholders' equity:                           |                                                                                                                               |                |             |               |  
|                                                | Preferred stock, no par value; authorized 100,000 shares; none issued                                                         |                |             |               |  
|                                                | Common stock, par value $.012/3; authorized 30,000,000 shares; issued 11,041,019 shares at March 31 and 10,997,129 at June 30 |                |             | 184,000       |  
|                                                | Capital in excess of par value of common stock                                                                                |                |             | 66,185,000    |  
|                                                | Retained earnings                                                                                                             |                |             | 1,375,000     |  
|                                                | Accumulated other comprehensive income                                                                                        |                |             | 20,000        |  
|                                                | Treasury stock, at cost, 1,913,702 shares at March 31 and 1,958,119 shares at June 30                                         |                |             | (23,049,000   | )
|                                                |                                                                                                                               |                |             |               |  
|Total shareholders' equity                      |                                                                                                                               |                | 44,715,000  |               |  
|                                                |                                                                                                                               |                |             |               |  
|                                                |                                                                                                                               | $              | 120,141,000 |               | $
|                                                |                                                                                                                               |                |             |               |  

See Notes to Consolidated Financial Statements.

5

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QUIXOTE CORPORATION AND SUBSIDIARIES  Consolidated Statements of Cash Flows  (Unaudited)

|                                                    |                                                                                                      | Nine Months Ended March 31,                  |                                      
|--------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | -------------------------------------------- | -------------------------------------
|
|Operating activities:                               |                                                                                                      |                                              |                                      
|                                                    | Net earnings (loss)                                                                                  |                                              | $                                    
|                                                    | Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: |                                              |                                      
|                                                    |                                                                                                      | Depreciation                                 |                                      
|                                                    |                                                                                                      | Amortization                                 |                                      
|                                                    |                                                                                                      | Non-cash inventory disposal                  |                                      
|                                                    |                                                                                                      | Gain on sale of assets                       |                                      
|                                                    |                                                                                                      | Provisions for losses on accounts receivable |                                      
|                                                    |                                                                                                      | Common stock issued for 401K plan            |                                      
|                                                    |                                                                                                      | Stock-based compensation expense             |                                      
|                                                    |                                                                                                      | Changes in operating assets and liabilities: |                                      
|                                                    |                                                                                                      |                                              | Accounts receivable                  
|                                                    |                                                                                                      |                                              | Inventories                          
|                                                    |                                                                                                      |                                              | Other assets                         
|                                                    |                                                                                                      |                                              | Income taxes                         
|                                                    |                                                                                                      |                                              | Accounts payable and accrued expenses
|                                                    |                                                                                                      |                                              | Other long-term liabilities          
|                                                    |                                                                                                      |                                              |                                      
|Net cash provided by (used in) operating activities |                                                                                                      |                                              | 81,000                               
|                                                    |                                                                                                      |                                              |                                      
|Investing activities:                               |                                                                                                      |                                              |                                      
|                                                    | Capital expenditures                                                                                 |                                              |                                      
|                                                    | Patent expenditures                                                                                  |                                              |                                      
|                                                    | Proceeds from sale of assets                                                                         |                                              |                                      
|                                                    |                                                                                                      |                                              |                                      
|Net cash used in investing activities               |                                                                                                      |                                              | (4,269,000                           
|                                                    |                                                                                                      |                                              |                                      
|Financing activities:                               |                                                                                                      |                                              |                                      
|                                                    | Proceeds from revolving credit agreement                                                             |                                              |                                      
|                                                    | Payments on revolving credit agreement                                                               |                                              |                                      
|                                                    | Payments on notes payable                                                                            |                                              |                                      
|                                                    | Payment of semi-annual cash dividend                                                                 |                                              |                                      
|                                                    | Proceeds from exercise of common stock options                                                       |                                              |                                      
|                                                    | Repurchase of common stock for treasury                                                              |                                              |                                      
|                                                    |                                                                                                      |                                              |                                      
|Net cash provided by financing activities           |                                                                                                      |                                              | 4,427,000                            
|                                                    |                                                                                                      |                                              |                                      
|Increase (decrease) in cash and cash equivalents    |                                                                                                      |                                              | 239,000                              
|Cash and cash equivalents at beginning of period    |                                                                                                      |                                              | 674,000                              
|                                                    |                                                                                                      |                                              |                                      
|Cash and cash equivalents at end of period          |                                                                                                      | $                                            | 913,000                              
|                                                    |                                                                                                      |                                              |                                      

See Notes to Consolidated Financial Statements.

6

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QUIXOTE CORPORATION AND SUBSIDIARIES        Notes to Consolidated Financial Statements        (Unaudited)

1.The accompanying unaudited consolidated financial statements present information in accordance with generally accepted
accounting principles for interim financial information and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by generally
accepted accounting principles for complete financial statements. The June 30, 2007 consolidated balance sheet as presented was derived from the audited financial statements. The interim
financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year
ended June 30, 2007. Management believes the financial statements include all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented.

Recently Issued Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements in
accordance with FASB Statement No. 109, "Accounting for Income Taxes". FIN 48 prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax
positions taken or expected to be taken on a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and
disclosure. We adopted FIN 48 as of July 1, 2007. See Note 3 for additional information on the impact of adoption.

In
September 2006, the FASB issued Financial Accounting Standard No. 157 (FAS No. 157), "Fair Value Measurements". This statement clarifies the definition of fair value,
establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. FAS No. 157 is effective for our fiscal year beginning July 1, 2008. We do not
expect the adoption of this statement to have a material effect on our results of operations or financial position.

In
December 2007, the FASB issued FAS No. 141 (revised 2007), "Business Combinations", and FAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements". FAS
No. 141 (revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related
to the acquisition such as contingencies and research and development. FAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated
financial statements. Consolidated net income should include the net income for both the parent and the noncontrolling interest with disclosure of both amounts on the consolidated statement of income.
The calculation of earnings per share will continue to be based on income amounts attributable to the parent. The effective date for both Statements is the beginning of fiscal 2010. We are currently
in the process of evaluating the impact, if any, that the adoption of FAS No. 141 (revised 2007) and FAS No. 160 will have on our financial position, consolidated results of
operations and cash flows.

In
March, 2008, the FASB issued FAS No. 161, "Disclosures about Derivative Instruments and Hedging Activitiesan Amendment of FASB Statement 133". FAS No. 161
enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding: (a) how and why an entity uses derivative instruments; (b) how
derivative instruments and related hedged items are accounted for under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities"; and (c) how derivative
instruments and related hedged items

7

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

affect
an entity's financial position, financial performance, and cash flows. This Statement is effective for fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. We do not expect the adoption of this statement to have a material effect on our results of operations or financial position.

2.Share-based compensation cost recognized in the nine-month periods ended March 31, 2008 and 2007
includes compensation cost for share-based awards which were unvested as of July 1, 2005 as well as those awards granted subsequent to July 1, 2005, based on the grant date fair value
estimated in accordance with the provisions of SFAS No. 123(R). As of March 31, 2008, we have 621,059 common shares reserved for future grants from our stock option and award plans. Our
stock option and award plans are discussed in further detail in our Annual Report on Form 10-K for the year ended June 30, 2007.

Share-based Compensation Expense

The share-based compensation cost that has been charged to Selling and Administrative Expense for stock options and restricted stock awards under our stock option
and award plans was $579,000 and $726,000 for the nine-month periods ended March 31, 2008 and 2007, respectively.

As
of March 31, 2008, the total compensation cost related to unvested stock options and restricted stock granted under our stock option plans not yet recognized was approximately
$876,000. This cost will be amortized on a straight-line basis over a weighted average period of approximately 1.8 years and will be adjusted for subsequent changes in estimated
forfeitures. The 141,891 unvested stock options outstanding at March 31, 2008 had a weighted-average fair value of $5.33. The 29,100 shares of restricted stock unvested at
March 31, 2008 had a fair value of $19.52.

Determining Fair Value

The fair value of stock options granted is estimated using the Black-Scholes option-pricing model that uses the assumptions noted below. Expected volatilities are
based on historical volatility of the Company's stock. We use historical data to estimate option exercise patterns, employee termination and forfeiture rates within the valuation model; separate
groups of optionees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option
valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The
risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected dividend yield is determined
by dividing the current level of per share dividend by the grant date stock

8

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

price.
We do not incorporate changes in dividends anticipated by management unless those changes have been communicated to marketplace participants.

Nine Months Ended March 31,2008

2007Risk free interest rate

3.8%

4.7%Expected dividend yield

2.11%

2.28%Weighted average expected volatility

37%

39%Expected term

6.0 yrs

3.9  5.8 yearsWeighted average expected term

6.0 yrs

4.4 yearsWeighted average grant date fair value

$6.35

$4.95


The fair value of the options granted is being amortized on a straight-line basis over the requisite service period, which is generally the vesting
period.

The
fair value of the restricted stock granted in the first quarter of fiscal 2008 was determined and fixed based on the price of our stock at the time of the grant. The fair value of
the restricted stock awarded is being amortized on a straight-line basis over the requisite service period, which is the vesting period.

Stock Option and Restricted Stock Activity

Information with respect to stock option activity under our plans is as follows:

|                              |  | Common Shares |   | Weighted-
Average
Exercise Price |       | Weighted-
Average
Remaining
Contractual
Term |           | Aggregate
Intrinsic
Value
|----------------------------- |  | ------------- | - | -------------------------------- | ----- | -------------------------------------------- | --------- | -------------------------
|Outstanding at July 1, 2006   |  | 944,902       |   | $                                | 18.98 |                                              |           |                          
|Granted                       |  | 187,000       |   | $                                | 18.65 |                                              |           |                          
|Exercised                     |  | (82,500       | ) | $                                | 11.99 |                                              |           |                          
|Cancelled or expired          |  | (170,533      | ) | $                                | 24.28 |                                              |           |                          
|                              |  |               |   |                                  |       |                                              |           |                          
|Outstanding at March 31, 2007 |  | 878,869       |   | $                                | 18.53 |                                              | 3.6 Years |                          
|                              |  |               |   |                                  |       |                                              |           |                          
|Outstanding at July 1, 2007   |  | 859,203       |   | $                                | 18.54 |                                              |           |                          
|Granted                       |  | 20,000        |   | $                                | 18.93 |                                              |           |                          
|Exercised                     |  | (20,000       | ) | $                                | 8.34  |                                              |           |                          
|Cancelled or expired          |  | (26,800       | ) | $                                | 21.06 |                                              |           |                          
|                              |  |               |   |                                  |       |                                              |           |                          
|Outstanding at March 31, 2008 |  | 832,403       |   | $                                | 18.72 |                                              | 2.7 Years |                          
|                              |  |               |   |                                  |       |                                              |           |                          
|Vested at March 31, 2008      |  | 690,512       |   | $                                | 18.60 |                                              | 2.5 Years |                          
|                              |  |               |   |                                  |       |                                              |           |                          

9

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Options outstanding at March 31, 2008 are exercisable as follows: 690,512 currently, 93,891 within one year and 48,000 in two years. At March 31,
2007, 583,870 options were exercisable. During the nine-month periods ended March 31, 2008 and 2007, the following stock option activity occurred under our plans:

Nine Months Ended
March 31,2008

2007Total intrinsic value of stock options exercised

$
153,000

$
686,000Total fair value of stock options vested

$
747,000

$
583,000


Information with respect to restricted stock activity under our plans is as follows:

Number of Shares

Weighted-Average
Grant Date
Fair ValueOutstanding at July 1, 2007




Restricted stock granted

29,100

$
19.52Restricted stock vested




Cancelled or expired




Outstanding at March 31, 2008

29,100

$
19.52


We also have a retirement stock award program for certain of our key executives. The retirement stock award program resulted in a charge to earnings for
compensation expense of $160,000 and $270,000 for the nine months ended March 31, 2008 and 2007, respectively.

3.The income tax benefit for the current quarter is based upon the estimated effective income tax rate for the full fiscal
year.

On
July 1, 2007 we adopted FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement
No. 109" as required under U.S. generally accepted accounting principles. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements
in accordance with FASB Statement No. 109, "Accounting for Income Taxes". FIN 48 prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax
positions taken or expected to be taken on a tax return. Before a position can be recognized in the financial statements, it must first be determined that the position is more likely than not to be
sustained upon examination. The tax benefit for each position that meets this threshold is then measured as the largest amount that is at least 50% likely of being realized when ultimately settled.
Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.

The
cumulative effect of adopting FIN 48 resulted in a $110,000 reduction of beginning retained earnings. On July 1, 2007, the liability for income taxes associated with
uncertain tax positions was $289,000. We have recorded $75,000 in offsetting deferred tax benefits representing the federal effects of state income taxes and interest deductions related to this
liability. The net amount of $214,000, if recognized, would have a favorable impact to our income tax rate. There was no material change to the reserve balance, or the potential impact to the income
tax rate, during the nine months ended March 31, 2008. The tax liability under FIN 48 is recorded in accrued expenses.

10

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Consistent
with prior practice, we will continue to record the interest related to uncertain tax positions as interest expense during the period incurred. Penalties related to uncertain
tax positions, which have historically been immaterial, were recorded as part of selling and administrative expense prior to adoption of FIN 48, but are now recorded as part of the income tax
expense during the period incurred. We had accrued $59,000 for interest and $8,000 for penalties as of March 31, 2008 and $47,000 for interest and $8,000 for penalties as of July 1,
2007.

We
file income tax returns in jurisdictions of operation, including federal, state and international jurisdictions. At times, we are subject to audits in these jurisdictions. The final
resolution of any such tax audit could result in either a reduction in our accruals or an increase in our income tax provision, both of which could have an impact on consolidated results of operations
in any given period. U.S. federal income tax returns have been audited through fiscal 2004. The tax years 2004 through 2007 remain open to examination by the other major taxing authorities to which we
are subject. We currently have no audits in process. We do not anticipate changes in the unrecognized tax benefits within the next twelve months as the result of examinations or lapse of statues of
limitations to be material to our results of operations or financial position.

4.Operating results for the first nine months of fiscal 2008 are not necessarily indicative of the performance for the
entire year. Our business is generally seasonal with a higher level of sales in the fourth fiscal quarter.

5.The computation of basic and diluted earnings per share is as follows:

|                                                     |         | Nine Months Ended March 31, |           | Three Months Ended March 31,
|---------------------------------------------------- | ------- | --------------------------- | --------- | ----------------------------
|
|Numerator:                                           |         |                             |           |                             
|Net earnings (loss) available to common shareholders |         | $                           | 65,000    |                             
|                                                     |         |                             |           |                             
|Denominator:                                         |         |                             |           |                             
|Weighted average shares outstandingbasic            |         |                             | 9,087,053 |                             
|Effect of dilutive securitiescommon stock options   |         |                             | 51,710    |                             
|                                                     |         |                             |           |                             
|Weighted average shares outstandingdiluted          |         |                             | 9,138,763 |                             
|                                                     |         |                             |           |                             
|Net earnings (loss) per share of common stock:       |         |                             |           |                             
|                                                     | Basic   |                             | $         | 0.01                        
|                                                     | Diluted |                             | $         | 0.01                        

There were outstanding options to purchase common stock at prices that exceeded the average market price for the income statement periods. These options have been
excluded from the

11

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

computation
of diluted earnings per share for the three and nine-month periods ended March 31, 2008 and 2007 and are as follows:

Nine Months Ended March 31,

Three Months Ended March 31,2008

2007

2008

2007Average exercise price per share

$
21.17

$
21.26

$
19.98

$
23.14Number of shares


507,733


518,533


677,403


248,000


In addition, employee stock options totaling 18,903 shares for the three month period ending March 31, 2008 and 82,691 for the
nine-month period ending March 31, 2007 were not included in the diluted weighted average shares calculation because the effects of these securities were anti-dilutive.

6.Accumulated other comprehensive income consists of the following:

March 31,
2008

March 31,
2007Unrealized gain on derivative instrument:Beginning balanceJuly 1

$
109,000

$
227,000Amortization to earnings


(89,000
)

(89,000
)Total accumulated comprehensive income

$
20,000

$
138,000


7.The segment financial data presented herein presents our three reportable segmentsthe manufacture and sale of
products which Protect and Direct, the manufacture and sale of products which Inform, and the manufacture and sale of Intersection Control products. The primary product lines within the Protect and
Direct segment include energy-absorbing products such as crash cushions, truck-mounted attenuators, sand-filled barrels and barriers as well as highway delineators. The products within
this segment absorb and dissipate the force of impact in collisions between vehicles and fixed roadside objects as well as prevent collisions and help to control the flow of traffic by directing or
guiding. The primary product lines within the Inform segment include highway advisory radio systems; advanced sensing products which measure distance, count and classify vehicles; weather sensing
systems and other transportation equipment. The products within this segment provide information to prevent collisions from occurring and to ease traffic congestion. The primary product lines within
the Intersection Control segment include intelligent intersection traffic control systems, pedestrian signals, video detection equipment and other transportation equipment. The products within this
segment control traffic and ease traffic congestion, primarily related to intersections. Our segments are discussed in further detail in our Annual Report on Form 10-K for the year
ended June 30, 2007.

12

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The following table presents financial information about reported segments for the nine-month and three-month periods ended March 31, 2008 and
2007 along with the items necessary to reconcile the segment information to the totals reported in the consolidated financial statements.

|                                  |  | Protect and
Direct |            | Inform |   | Intersection
Control |  | Unallocated
Corporate |             | Total |  
|--------------------------------- |  | ------------------ | ---------- | ------ | - | -------------------- |  | --------------------- | ----------- | ----- | -
|2008                              |  |                    |            |        |   |                      |  |                       |             |       |  
|NINE MONTHS                       |  |                    |            |        |   |                      |  |                       |             |       |  
|Net sales from external customers |  | $                  | 56,815,000 |        | $ | 16,437,000           |  | $                     | 22,717,000  |       |  
|Operating profit (loss)           |  |                    | 8,383,000  |        |   | 1,336,000            |  |                       | (1,129,000  | )     | $
|Unallocated interest and other    |  |                    |            |        |   |                      |  |                       |             |       |  
|                                  |  |                    |            |        |   |                      |  |                       |             |       |  
|Total income (loss) before taxes  |  |                    | 8,383,000  |        |   | 1,336,000            |  |                       | (1,129,000  | )     |  
|                                  |  |                    |            |        |   |                      |  |                       |             |       |  
|Identifiable assets               |  |                    | 55,447,000 |        |   | 22,520,000           |  |                       | 23,996,000  |       |  
|THREE MONTHS                      |  |                    |            |        |   |                      |  |                       |             |       |  
|Net sales from external customers |  | $                  | 17,753,000 |        | $ | 5,116,000            |  | $                     | 7,001,000   |       |  
|Operating profit (loss)           |  |                    | 1,383,000  |        |   | 12,000               |  |                       | (637,000    | )     | $
|Unallocated interest and other    |  |                    |            |        |   |                      |  |                       |             |       |  
|                                  |  |                    |            |        |   |                      |  |                       |             |       |  
|Total income (loss) before taxes  |  |                    | 1,383,000  |        |   | 12,000               |  |                       | (637,000    | )     | $
|                                  |  |                    |            |        |   |                      |  |                       |             |       |  
|2007                              |  |                    |            |        |   |                      |  |                       |             |       |  
|NINE MONTHS                       |  |                    |            |        |   |                      |  |                       |             |       |  
|Net sales from external customers |  | $                  | 56,325,000 |        | $ | 16,618,000           |  | $                     | 22,848,000  |       |  
|Operating profit (loss)           |  |                    | 10,487,000 |        |   | 2,151,000            |  |                       | (12,966,000 | )     | $
|Unallocated interest and other    |  |                    |            |        |   |                      |  |                       |             |       |  
|                                  |  |                    |            |        |   |                      |  |                       |             |       |  
|Total income (loss) before taxes  |  |                    | 10,487,000 |        |   | 2,151,000            |  |                       | (12,966,000 | )     |  
|                                  |  |                    |            |        |   |                      |  |                       |             |       |  
|Identifiable assets               |  |                    | 54,147,000 |        |   | 21,619,000           |  |                       | 18,417,000  |       |  
|THREE MONTHS                      |  |                    |            |        |   |                      |  |                       |             |       |  
|Net sales from external customers |  | $                  | 19,797,000 |        | $ | 4,908,000            |  | $                     | 6,270,000   |       |  
|Operating profit (loss)           |  |                    | 3,549,000  |        |   | 584,000              |  |                       | (206,000    | )     | $
|Unallocated interest and other    |  |                    |            |        |   |                      |  |                       |             |       |  
|                                  |  |                    |            |        |   |                      |  |                       |             |       |  
|Total income (loss) before taxes  |  |                    | 3,549,000  |        |   | 584,000              |  |                       | (206,000    | )     |  
|                                  |  |                    |            |        |   |                      |  |                       |             |       |  

13

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

8.Intangible assets consist of the following:

|                             |                               | March 31, 2008 |            | June 30, 2007
|---------------------------- | ----------------------------- | -------------- | ---------- | -------------
|
|Amortized intangible assets: |                               |                |            |              
|                             | Patents and licenses          |                | $          | 3,729,000    
|                             | Technology and installed base |                |            | 2,491,000    
|                             | Customer relationships        |                |            | 3,807,000    
|                             | Trade names                   |                |            | 2,250,000    
|                             | Other                         |                |            | 640,000      
|                             |                               |                |            |              
|Total                        |                               | $              | 12,917,000 |              
|                             |                               |                |            |              

Intangible amortization expense was $868,000 and $888,000 for the nine-month periods ended March 31, 2008 and 2007,
respectively. The estimated amortization expense for this fiscal year ended June 30, 2008 and for the five fiscal years subsequent to 2008 is as follows: $1,153,000, $942,000, $830,000,
$731,000, $641,000 and $566,000. The carrying amount of goodwill consists of $9,246,000 for the Inform segment, $8,139,000 for the Protect and Direct segment and $0 for the Intersection Control
segment as of March 31, 2008 and June 30, 2007.

9.Disclosures regarding guarantees, commitments and contingencies are provided below.

Lease Commitments

We use various leased facilities and equipment in our operations. The terms for these leased assets vary depending on the lease agreements. These operating leases
may include options for renewal and we may guarantee the performance of our obligations under the leases. Annual minimum future rental payments for lease commitments will be approximately $3,184,000
in fiscal year 2008, a total of $2,656,000 in fiscal years 2009 to 2010, a total of $1,084,000 in fiscal years 2011 to 2012 and $3,785,000 thereafter, for an aggregate of $10,709,000.

Product Warranty Liability

We warrant to the original purchaser of our products that we will, at our option, repair or replace, without charge, such products if they fail due to a
manufacturing defect. The term of these warranties typically varies (30 days to 1 year) by product. We accrue for product warranties, when, based on available information, it is probable
that customers will make claims under warranties relating to

14

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

products
that have been sold, and a reasonable estimate of the costs can be made. Our estimated product warranty liability for the nine-month periods ended March 31 is as follows:

2008

2007Beginning BalanceJuly 1

$
435,000

$
927,000Warranties issued


392,000


229,000Repairs, replacements and settlements


(366,000
)

(521,000
)Changes in liability for pre-existing warranties, including expirations


(108,000
)

(196,000
)Ending balanceMarch 31

$
353,000

$
439,000


Legal

We are involved in several pending judicial proceedings for product liability and other damages arising out of the conduct of our business. We record loss
contingencies where appropriate within the guidelines established by Statement of FAS No. 5 "Accounting for Contingencies". While the outcome of litigation is subject to uncertainties, we
believe, after consultation with counsel, that the outcome of these proceedings, based on current available information and after taking into account the availability and limits of our insurance
coverage, will not have a material effect on our consolidated financial condition and results of operations.

Executive Agreements

We have agreements with certain executives which are designed to retain the services of key employees and to provide for continuity of management in the event of
a termination other than for cause or resulting from an actual or threatened change in control of the Company. Upon occurrence of a termination or a triggering event after a change in control, as
defined, we would be liable for payment of benefits under these agreements, to a maximum amount of $4,974,000.

We
have by-laws and agreements under which we indemnify our directors and officers from liability for certain events or occurrences while the directors or officers are, or
were, serving at the Company's request in such capacities. The term of the indemnification period is for the director's or officer's lifetime. We believe that any obligations relating to this
indemnification are predominantly covered by insurance subject to certain exclusions and deductibles. Historically, we have not made payments under these executive agreements, and no amount has been
accrued in the accompanying consolidated financial statements.

Indemnification of Lenders and Agents Under Credit Facilities

Under our credit facility, we have agreed to indemnify our lender against costs or losses resulting from changes in laws and regulations which would increase the
lender's costs, and from any legal action brought against the lender related to the use of loan proceeds. These indemnifications generally extend for the term of the credit facility and do not provide
for any limit on the maximum potential liability. Historically, we have not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying
consolidated financial statements with respect to these indemnification guarantees.

15

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Bid and Performance Bonds

We have entered into bid and performance related bonds associated with various contracts. Potential payments due under these bonds are related to our performance
under the applicable contract. The total amount of bid and performance related bonds that were available and undrawn was $2,539,000 as of March 31, 2008 and $761,000 as of June 30, 2007.
Historically, customers have not drawn upon these instruments due to non-performance, and no amount has been accrued in the accompanying consolidated financial statements.

Other Commitments

We have standby letters of credit covering potential workers' compensation liabilities. The total amount of standby letters of credit that were outstanding was
$1,150,000 as of March 31, 2008 and $1,294,000 as of June 30, 2007. We have included $852,000 in accrued liabilities for potential workers' compensation liabilities as of
March 31, 2008.

We
have certain non-cancelable royalty agreements, which contain certain minimum payments in the aggregate of $1,410,000 through fiscal year 2012. We have included $265,000
in accrued liabilities for current obligations relating to royalty agreements as of March 31, 2008.

10.During the first quarter of fiscal 2007, we sold our automated traffic enforcement product line within the Intersection
Control segment to Traffipax, Inc. for total cash proceeds of $795,000. We transferred to Traffipax city and county contracts to provide red light enforcement and speed enforcement services, as
well as related assets. Several of our employees were hired by Traffipax to service the transferred contracts. During the first nine months of fiscal 2007, we recognized a gain on the sale of assets
of the automated traffic enforcement product line of $673,000.

Also
during the first quarter of fiscal 2007, we sold a former captive manufacturing facility of the Protect and Direct segment located in South Bend, Indiana to Elkhart
Plastics, Inc. Since June 30, 2005, we had been renting the facility to the buyer. Our net proceeds from the sale of this facility were $1,423,000 and we recognized a gain on the sale of
assets of $236,000.

During
the first nine months of fiscal 2007, we received contingent proceeds of $282,000 relating to the sale of the weather forecasting product line in the Inform segment in the fourth
quarter of fiscal 2006.

11.During the fourth quarter of fiscal 2006 our Board of Directors approved a restructuring plan for our Intersection
Control segment in order to reduce costs through the reduction of overhead by closing two facilities and through the reduction of approximately 400 employees. Under the restructuring plan, we divested
and discontinued certain low-margin and non-core product lines primarily manufactured in our leased facilities in Tecate, Mexico and Santa Fe Springs, California. These product
lines included portable and permanent variable message signs, tunnel lighting and illuminated street signs. We moved the remaining intersection control family of products, including traffic
controllers, traffic signals and pedestrian signals to our Palmetto, Florida and Bedford, Pennsylvania facilities. We adopted an outsourcing strategy for non-core manufacturing processes
but continue to assemble and test products. The manufacturing operations in the Santa Fe Springs, California and Tecate, Mexico facilities ceased in the first quarter of fiscal 2007.

The
implementation of the restructuring plan was completed during the second quarter of fiscal 2007. During the first nine months of fiscal 2007, we incurred charges of $11,275,000
related to the

16

---



QUIXOTE CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

restructuring
plan, including $1,858,000 of employee severance costs, $1,968,000 of lease expense, $3,829,000 of shut-down and other related costs and $3,620,000 in inventory
write-offs included in cost of sales. Employee severance and related costs include severance pay, related benefits and retention bonuses. No restructuring charges were incurred in the
first nine months of fiscal 2008.

The
remaining portion of the restructuring plan recorded in accrued expenses is $117,000 as of March 31, 2008, which consists of $59,000 in lease obligations for this fiscal year
and $58,000 in facility exit costs, legal costs, consulting expense and other related costs.

Activity
related to the restructuring plan was as follows:

|                               |  | Employee
Severance
and Related Costs |            | Lease
Obligations |   | Asset
Sales and
Write-offs |   | Facility
Exit Costs,
Legal and
Other |            | Total |  
|------------------------------ |  | ------------------------------------ | ---------- | ----------------- | - | -------------------------- | - | ------------------------------------ | ---------- | ----- | -
|Accrual balance July 1, 2005   |  | $                                    |           |                   | $ |                           |   | $                                    |           |       | $
|Costs incurred                 |  |                                      | 179,000    |                   |   | 90,000                     |   |                                      | 4,571,000  |       |  
|Cash proceeds (payments)       |  |                                      | (179.000   | )                 |   | (90,000                    | ) |                                      | 1,500,000  |       |  
|Non-cash charges               |  |                                      |            |                   |   |                            |   |                                      | (5,908,000 | )     |  
|                               |  |                                      |            |                   |   |                            |   |                                      |            |       |  
|Accrual balance June 30, 2006  |  |                                      |           |                   |   |                           |   |                                      | 163,000    |       |  
|Costs incurred                 |  |                                      | 1,792,000  |                   |   | 1,903,000                  |   |                                      | 3,620,000  |       |  
|Cash proceeds (payments)       |  |                                      | (1,688,000 | )                 |   | (1,213,000                 | ) |                                      | (163,000   | )     |  
|Non-cash charges               |  |                                      |            |                   |   |                            |   |                                      | (3,620,000 | )     |  
|                               |  |                                      |            |                   |   |                            |   |                                      |            |       |  
|Accrual balance June 30, 2007  |  |                                      | 104,000    |                   |   | 690,000                    |   |                                      |           |       |  
|Costs incurred                 |  |                                      |           |                   |   |                           |   |                                      |           |       |  
|Cash proceeds (payments)       |  |                                      | (104,000   | )                 |   | (631,000                   | ) |                                      |           |       |  
|Non-cash charges               |  |                                      |            |                   |   |                            |   |                                      |            |       |  
|                               |  |                                      |            |                   |   |                            |   |                                      |            |       |  
|Accrual balance March 31, 2008 |  | $                                    |           |                   | $ | 59,000                     |   | $                                    |           |       | $
|                               |  |                                      |            |                   |   |                            |   |                                      |            |       |  
|Remaining expected plan costs  |  |                                      |           |                   |   |                           |   |                                      |           |       |  
|                               |  |                                      |            |                   |   |                            |   |                                      |            |       |  
|Total expected plan costs      |  | $                                    | 1,971,000  |                   | $ | 1,993,000                  |   | $                                    | 8,191,000  |       | $
|                               |  |                                      |            |                   |   |                            |   |                                      |            |       |  

17

---





ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We develop, manufacture and market highway and transportation safety products to protect, direct and inform motorists, pedestrians and road workers in both
domestic and international markets. Our operations are comprised of three reportable segments within the highway and transportation safety industry, concentrating on designing products to provide
solutions to transportation safety problems. Our three reportable segments are: the manufacture and sale of highway and transportation safety products which Protect and Direct, the manufacture and
sale of products and services which Inform, and the manufacture and sale of products which are used for Intersection Control. The Protect and Direct segment provides solutions for improving safety on
the roads either by minimizing the severity of crashes that occur or by preventing crashes from occurring by directing or guiding traffic. The primary product lines within the Protect and Direct
segment include energy-absorbing products such as crash cushions, truck-mounted attenuators, sand-filled barrels and water-filled barriers, and directing and guiding products such as
flexible post delineators and glare screen systems. The Inform segment provides solutions for improving traffic flow and safety on roads and runways by providing information. The primary product lines
within the Inform segment include advanced sensing products which measure distance, count and classify vehicles; weather sensing systems; computerized highway advisory radio transmitting systems; and
other transportation equipment. The Intersection Control segment provides solutions for controlling intersections, including intelligent intersection traffic control systems, pedestrian signals, video
detection equipment and other transportation equipment.

Our
products are sold worldwide primarily through a distribution network and also by a direct sales force to customers in the highway construction and safety business, state and
municipal departments of transportation, and other governmental transportation agencies. The domestic market for highway and transportation safety products is directly affected by federal, state and
local governmental policies and budgets. A portion of our sales is ultimately financed by funds provided to the states by the federal government. Historically, these funds have covered 75% to 90% of
the cost of highway projects on
roads constructed or maintained with federal assistance. Seasonality affects our business with generally a higher level of sales in our fourth fiscal quarter.

RESULTS OF OPERATIONS

For the current third quarter, sales decreased 4% compared to the third quarter of fiscal 2007 due to decreased sales in the Protect and Direct segment offset
somewhat by increased sales in the Inform and Intersection Control segments. International sales for the third quarter of fiscal 2008 decreased 16%, or $970,000, compared to the third quarter last
year primarily due to lower sales in the Asia-Pacific region. Domestic sales decreased 1%, or $135,000, compared to the third quarter of fiscal 2007. During the current third quarter, we began to see
a softening in the domestic market which particularly affected our Protect and Direct segment. We believe that the current economic uncertainty and enduring winter conditions in certain parts of the
U.S. which negatively affected state and municipal budgets resulted in lower domestic state and municipal spending for our products in the third quarter of fiscal 2008. Sales for the Protect and
Direct segment decreased 10% compared to the third quarter of last year due to decreases in both international and domestic sales. Sales in the Inform segment increased 4% due to increased sales of
weather sensing systems. Sales for our Intersection Control segment increased 12% primarily due to increased sales of traffic controllers. For the third quarter, we saw lower profitability due to
lower sales in the Protect and Direct segment and unfavorable product sales mix in all segments. See FUTURE OUTLOOK for further information.

18

---



The
following table sets forth selected key operating statistics relating to the Company's financial results:

|                                                             |                       | Three Months Ended
March 31, |            | Nine Months Ended
March 31, |  
|------------------------------------------------------------ | --------------------- | ---------------------------- | ---------- | --------------------------- | -
|
|Revenues by Segment:                                         |                       |                              |            |                             |  
|                                                             | Protect and Direct    |                              | $          | 17,753,000                  |  
|                                                             | Inform                |                              |            | 5,116,000                   |  
|                                                             | Intersection Control  |                              |            | 7,001,000                   |  
|                                                             |                       |                              |            |                             |  
|                                                             |                       | $                            | 29,870,000 |                             | $
|                                                             |                       |                              |            |                             |  
|Geographic Revenues:                                         |                       |                              |            |                             |  
|                                                             | Domestic              |                              | $          | 24,920,000                  |  
|                                                             | International         |                              |            | 4,950,000                   |  
|                                                             |                       |                              |            |                             |  
|                                                             |                       | $                            | 29,870,000 |                             | $
|                                                             |                       |                              |            |                             |  
|Operating Income (Loss) by Segment:                          |                       |                              |            |                             |  
|                                                             | Protect and Direct    |                              | $          | 1,383,000                   |  
|                                                             | Inform                |                              |            | 12,000                      |  
|                                                             | Intersection Control  |                              |            | (637,000                    | )
|                                                             | Unallocated Corporate |                              |            | (1,903,000                  | )
|                                                             |                       |                              |            |                             |  
|                                                             |                       | $                            | (1,145,000 | )                           | $
|                                                             |                       |                              |            |                             |  
|Gross profit percentage                                      |                       |                              | 28.5       | %                           |  
|                                                             |                       |                              |            |                             |  
|Selling and administrative expenses as a percentage of sales |                       |                              | 27.0       | %                           |  
|                                                             |                       |                              |            |                             |  
|Diluted earnings (loss) per share                            |                       | $                            | (0.13      | )                           | $
|                                                             |                       |                              |            |                             |  

Revenues

Our net sales for the third quarter of fiscal 2008 decreased $1,105,000, or 4%, to $29,870,000 from $30,975,000 for the third quarter last year. This was due to
both decreased domestic sales and to decreased international sales, particularly in the Asia-Pacific region.

Our
net sales for the first nine months of fiscal 2008 remained nearly flat with the same period last year, increasing $178,000 to $95,969,000 from $95,791,000. Sales increases in the
Protect and Direct segment were mostly offset by decreased sales in the Intersection Control segment primarily due to the sale or discontinuation of several non core product lines as part of our
restructuring last year.

GeographicInternational sales for the third quarter of fiscal 2008 decreased $970,000, or 16%, to $4,950,000, compared to
$5,920,000 for the third quarter last year, primarily due to decreased sales in the Asia-Pacific region as well as in Latin America. International sales for the Protect and Direct segment
decreased 23%, or $1,137,000, primarily due to lower sales of Triton® water-filled barriers in the Asia-Pacific region. Sales in the Asia-Pacific region were
affected as one of our largest customers in Australia was recently acquired, decreasing their historical quarterly purchases by approximately $1 million. International sales for the Inform
segment increased $307,000 from last year primarily in Canada and Latin America. International sales for the Intersection Control segment decreased 18%, or $140,000, primarily due to lower sales in
Latin America. Domestic sales for the third quarter of fiscal 2008 decreased 1% to $24,920,000 from $25,055,000 due to decreased sales in the Protect and Direct and Inform segments which we believe is
due to the current economic uncertainty and state and

19

---



municipal
budgetary issues. The decrease in domestic sales was partially offset by increased domestic sales in the Intersection Control segment due to higher sales of traffic controllers.

International
sales for the first nine months of fiscal 2008 increased $1,786,000, or 11%, to $18,741,000, compared to $16,955,000 for the same period last year, due to increases across
all segments. International sales for the Protect and Direct segment increased 11% over the prior period, primarily due to increased sales in China and in the Asia Pacific region. International sales
for the Inform segment increased 16%, primarily due to increased sales in Europe and Latin America. International sales for the Intersection Control segment increased 5%. Domestic sales for the first
nine months of fiscal 2008 decreased 2% to $77,228,000 from $78,836,000 due to decreased sales in the Inform and the Protect and Direct segments offset partly by increased domestic sales in the
Intersection Control segment.

Protect and DirectNet sales for the Protect and Direct segment for the third quarter of fiscal 2008 decreased 10% to
$17,753,000 from $19,797,000 for the third quarter last year due to decreases in both international and domestic sales compared to last year. The decrease in sales was primarily due to decreased sales
of permanent crash cushions, Triton® water-filled barriers, and delineators. These sales decreases were offset somewhat by increases in sales of truck-mounted attenuators, barrels and
parts.

Net
sales for the Protect and Direct segment for the first nine months of fiscal 2008 increased 1% to $56,815,000 from $56,325,000 for the same period last year primarily due to
increased international sales in China, offset by somewhat lower domestic sales. Sales of Triton water-filled barriers, parts, delineators, barrels and truck-mounted attenuators increased over the
prior year offset in part by decreased sales of permanent crash cushions.

InformNet sales for the Inform segment for the third quarter of fiscal 2008 increased 4%, or $208,000, to $5,116,000 from
$4,908,000 for the third quarter last year primarily due to increased sales of weather sensing systems offset somewhat by decreased sales of highway advisory radio products.

Net
sales for the Inform segment for the first nine months of fiscal 2008 decreased 1%, or $181,000, to $16,437,000 from $16,618,000 for the same period last year due primarily to
decreased sales of highway advisory radio products which were partially offset by increased sales of weather sensing systems.

Intersection ControlNet sales for the Intersection Control segment for the third quarter of fiscal 2008 increased 12%, or
$731,000, to $7,001,000 from $6,270,000 for the third quarter last year due to increased traffic controller sales offset somewhat by decreased sales of traffic signals.

Net
sales for the Intersection Control segment for the first nine months of fiscal 2008 decreased 1%, or $131,000, to $22,717,000 from $22,848,000 for the same period last year. Sales
for the nine-month period of fiscal 2007 include $2.5 million in sales of products discontinued as part of our restructuring.

Gross Profit Margin

Our gross profit margin for the third quarter of fiscal 2008 was 28.5% compared to 34.5% for the third quarter last year. The gross margin for the Protect and
Direct segment declined due to inefficiencies related to the 10% decrease in sales volume and due to unfavorable product sales mix as a result of reduced sales of our high margin permanent crash
cushion products. The gross margin for the Inform segment decreased due to a shift in product sales mix to increased sales of lower-margin weather sensing systems from higher- margin highway advisory
radio products. In the Intersection Control segment, the gross margin was somewhat lower than the third quarter last year due to increased sales of traffic controllers and decreased sales of
higher-margin traffic signals.

20

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Our
gross profit margin for the first nine months of fiscal 2008 was 31.2%, essentially flat with 31.0% for the same period last year. Excluding the $3,620,000 in inventory
write-offs that were recorded in cost of sales in the first quarter of fiscal 2007 as part of the restructuring, our consolidated gross margin for the first nine months of fiscal 2007 was
34.8% compared to 31.2% for the first nine months of fiscal 2008. This decline in gross margin was primarily due to unfavorable product sales mix across all segments.

Selling and Administrative Expenses

Selling and administrative expenses for the third quarter of fiscal 2008 decreased $415,000, or 5%, to $8,056,000 from $8,471,000 for the third quarter last year.
This was primarily due to decreased expenses related to the lower sales volume, offset in part by expenditures at our new Beijing facility. Selling and administrative expenses decreased as a
percentage of sales to 27.0% for the third quarter of 2008 from 27.3% last year.

Selling
and administrative expenses for the first nine months of fiscal 2008 decreased $3,065,000, or 12%, to $22,788,000 from $25,853,000 for the same period last year. Selling and
administrative expenses in the Intersection Control segment decreased $1,272,000, or 23% primarily due to savings as a result of the restructuring efforts. Selling and administrative expenses in the
Protect and Direct and the Inform segments decreased due to lower bad debt expenses. Selling and administrative expenses decreased as a percentage of sales to 23.7% for the first nine months of 2008
from 27.0% last year.

Gain on Sale of Assets

As further discussed in Note 10 to the financial statements, we recorded a net gain on the sale of assets of $598,000 in the third quarter of fiscal 2007,
which included a gain of $148,000 resulting from final contingent proceeds relating to the sale of the weather forecasting product line within the Inform segment and a gain of $450,000 resulting from
final contingent proceeds relating to the sale of the automated enforcement product line within the Intersection Control segment.

During
the first nine months of fiscal 2007, we recorded a net gain on the sale of assets of $1,191,000, which included a gain of $236,000 related to the sale of a building formerly used
by the Protect and Direct segment, a gain of $673,000 related to the sale of the automated traffic enforcement product line within the Intersection Control segment and a gain of $282,000 resulting
from contingent proceeds relating to the sale of the weather forecasting product line within the Inform segment.

Loss on Legal Settlement

The results for the third quarter and the first nine months of fiscal 2008 include an $185,000 loss on legal settlement related to a divested product line.

Restructuring Costs

The first nine months of fiscal 2007 included $7,655,000 in restructuring costs for the Intersection Control segment. Included in the restructuring costs were
$1,858,000 of employee severance costs, $1,968,000 of lease expense and $3,829,000 of shut-down and other related costs.

Research and Development

Research and development expenditures increased to $1,404,000 for the third quarter of fiscal 2008 compared to $1,222,000 for the same period last year due to
modest increases across all operating segments.

Research
and development expenditures increased to $3,892,000 for the first nine months of fiscal 2008, essentially flat with the $3,849,000 in expenditures for the same period last
year.

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Operating Profit (Loss)

The operating loss for the third quarter of fiscal 2008 was $1,145,000 compared to operating profit of $1,578,000 for the third quarter of fiscal 2007. For the
third quarter of fiscal 2008, the total operating loss was $960,000 excluding the loss on legal settlement of $185,000. For the third quarter last year, excluding the $598,000 gain on sale of assets,
total operating profit was $980,000. For the third quarter of fiscal 2008, operating profit for the Protect and Direct Group decreased 61% to $1,383,000 from $3,549,000 due primarily to decreased
sales, unfavorable product sales mix and expenses incurred in our new Beijing facility. Operating profit for the Inform segment decreased 97% to $12,000 compared to operating profit of $436,000 for
the third quarter of last year, excluding the $148,000 gain on sale of assets, due to unfavorable product sales mix. The operating loss for the Intersection Control segment was $637,000 compared to an
operating loss of $656,000 for the third quarter of last year excluding the $450,000 gain on sale of assets.

Operating
profit for the first nine months of fiscal 2008 was $3,073,000, compared to an operating loss of $6,480,000 for the first nine months of fiscal 2007. Excluding the $185,000
loss on legal settlement,
operating profit was $3,258,000 in this year's nine-month period. Excluding special items including the $3,620,000 in inventory write-offs, the $7,655,000 of restructuring
costs and the $1,191,000 gain on sale of assets, total operating profit was $3,604,000 in last year's nine-month period. The reduction in operating profit is primarily due to lower gross
margins as a result of unfavorable product sales mix offset in part by lower selling and administrative costs across all segments.

Interest Income

Interest income of $336,000 was recorded in the third quarter of fiscal 2008 as interest earned on a $2.6 million federal income tax refund received during
the quarter.

Interest
income for the first nine months of fiscal 2008 increased to $338,000 from $17,000 for the same period last year due to interest earned on the income tax refund.

Interest Expense

Interest expense for the third quarter of fiscal 2008 decreased slightly to $1,068,000 from $1,098,000 for the third quarter last year. The interest rate on our
bank facility is based on prime or LIBOR, plus a margin. Our overall weighted average interest rate was 6.2% as of March, 2008.

Interest
expense for the first nine months of fiscal 2008 decreased to $3,306,000 from $3,389,000 for the same period last year. The decrease was due to the lower interest rates offset
somewhat by higher levels of debt outstanding during the current year.

Income Tax Provision (Benefit)

The income tax benefit for the third quarter of fiscal 2008 was $713,000 representing a 38% effective income tax rate. The income tax provision for the third
quarter of fiscal 2007 was $182,000 also representing a 38% effective income tax rate.

The
income tax provision for the first nine months of fiscal 2008 was $40,000 compared to a benefit of $3,744,000 for the same period last year.

Net Earnings (Loss)

The net loss for the third quarter of fiscal 2008 was $1,164,000, or $0.13 cents per diluted share, compared to net earnings of $298,000, or $0.03 cents per
diluted share, for the third quarter last year.

Net
earnings for the first nine months of fiscal 2008 were $65,000, or $0.01 cents per diluted share, compared to a net loss of $6,108,000, or $0.68 cents per diluted share, for the same
period last year.

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FINANCIAL CONDITION

Liquidity and Capital Resources

Our principal sources of funds historically have been cash flows from operations and borrowings from banks and other sources. We had cash and cash equivalents of
$913,000 as of March 31, 2008 and access to additional funds of approximately $6 million under a bank credit agreement. During November 2007, we amended our bank credit agreement. We
believe that this bank credit facility is an important source of liquidity. The amended credit agreement provides for a $40 million secured revolving credit facility. The credit agreement
includes both fixed and floating interest rate options, at the prime rate or LIBOR rate, plus a margin. The credit agreement also contains affirmative and negative covenants including requirements
that we meet certain consolidated financial criteria, including a fixed charge coverage ratio, a maximum senior leverage ratio, and a maximum total leverage ratio. The covenants also limit the
incurrence of additional indebtedness, acquisitions, liens and encumbrances and other matters customarily restricted in such agreements. We are currently in compliance with these covenants. The credit
agreement currently expires in February 2010, but may be renewed one additional year on each anniversary date upon mutual consent of the Company and the bank.

Our
outstanding borrowings were $60,000,000, or 57.3% of total capitalization, as of March 31, 2008, of which $15,000,000 was outstanding related to the bank credit facility. This
compares to $52,122,000, or 53.6% of total capitalization, as of June 30, 2007, of which $7,000,000 was outstanding related to the bank credit facility. Included in long-term debt
as of March 31, 2008 and June 30, 2007 was $40 million in 7% Convertible Senior Subordinated Notes due February 2025, which the noteholders may require us to repurchase beginning
in 2010. Included in the current portion of long-term debt as of March 31, 2008 and June 30, 2007 is a $5 million subordinated promissory note which was paid when due
on April 30, 2008. The amount of standby letters of credit outstanding was $1,150,000 as of March 31, 2008 and $1,294,000 as of June 30, 2007.

Cash Flows

Cash flows provided by operations were $81,000 during the first nine months of fiscal 2008. This compares with $1,705,000 used in operations in the first nine
months of fiscal 2007. Cash flow generated by operations is derived primarily from earnings before non-cash expenses such as depreciation and amortization. The cash provided by operations
in the first nine months of fiscal 2008 was mostly offset by increased working capital needs, including increases in inventory and decreases in accounts payable and accrued expenses.

Investing
activities used cash of $4,269,000 during the first nine months of fiscal 2008, compared to using cash of $207,000 in the first nine months of the prior year. Expenditures
during the first nine months of fiscal 2008 included $4,204,000 for capital expenditures primarily related to software development and the expansion of the engineering and test facility for our
Protect and Direct segment. Proceeds from the sale of assets provided cash of $2,499,000 during the first nine months of fiscal 2007.

Financing
activities provided cash of $4,427,000 during the first nine months of fiscal 2008, compared to $1,495,000 during the first nine months of fiscal 2007. During the first nine
months of 2008, we borrowed a net $8,000,000 against our outstanding revolving credit facility. The payments of our semi-annual cash dividend used cash of $3,533,000.

For
fiscal 2008, we anticipate needing approximately $5,000,000 in cash for capital expenditures including capital expenditures for our Beijing, China facility. We may require additional
investments in working capital to support growth. We may also need additional funds to repurchase our own common stock from time to time or to acquire businesses that complement our existing
operations. Future cash expenditures will be financed either through cash on-hand, cash generated from operations, from

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borrowings
available under our bank credit facility or proceeds from sales of assets or product lines to be discontinued. We currently believe that these sources of cash should be sufficient for all
planned operating and capital requirements in the near term. If needed and available on favorable terms, we may amend existing financing arrangements or may enter into other debt or equity financing
arrangements.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

We are subject to certain debt obligations, guarantees, commitments and contingent liabilities further described in our Annual Report on
Form 10-K for the year ended June 30, 2007. The
following table presents our contractual obligations to make future payments under contracts, such as debt and lease agreements, as of March 31, 2008:

|                               |  | Total |            | Less than
1 Year |   | 1-3 Years  |  | 3-5 Years |            | More than
5 Years
|------------------------------ |  | ----- | ---------- | ---------------- | - | ---------- |  | --------- | ---------- | -----------------
|Long-term debt(1)              |  | $     | 60,000,000 |                  | $ | 5,000,000  |  | $         | 40,000,000 |                  
|Estimated interest payments(2) |  |       | 12,519,000 |                  |   | 4,033,000  |  |           | 4,461,000  |                  
|Operating leases               |  |       | 10,709,000 |                  |   | 3,184,000  |  |           | 2,656,000  |                  
|Minimum royalty payments       |  |       | 1,410,000  |                  |   | 510,000    |  |           | 600,000    |                  
|Retirement award program       |  |       | 234,000    |                  |   | 54,000     |  |           | 53,000     |                  
|Purchase obligations           |  |       | 3,479,000  |                  |   | 3,479,000  |  |           |            |                  
|                               |  |       |            |                  |   |            |  |           |            |                  
|Total                          |  | $     | 88,351,000 |                  | $ | 16,260,000 |  | $         | 47,770,000 |                  
|                               |  |       |            |                  |   |            |  |           |            |                  

---

As
disclosed in the footnotes to the consolidated financial statements, we have entered into bid and performance related bonds associated with various contracts. Potential payments due
under these bonds are related to our performance under certain contracts. The total amount of bid and performance related bonds that were available and undrawn as of March 31, 2008 was
$2,539,000. We also have standby letters of credit covering potential workers' compensation liabilities and other liabilities. The total standby exposure relating to letters of credit as of
March 31, 2008 was $1,150,000.

FUTURE OUTLOOK

Looking forward, we remain cautious about the effects of the economic environment on domestic spending due to state and municipal budgetary constraints. We
believe the soft domestic economy will have a greater impact in the near term on overall sales for our Protect and Direct and Inform segments. In January 2007, our Intersection Control segment was
awarded a $20 million contract from the New York City Department of Transportation for traffic controllers to be delivered over three years. Testing of the controller has been performed and we
began shipping controllers to New York City in the third quarter of fiscal 2008. We currently expect to begin recording revenue relating to this contract in the fourth quarter of fiscal 2008. We
estimate typical production levels to be about $750,000 in sales per month. However, the amount can vary depending on what New York City requests and, therefore, is difficult to predict at this time.
Shortly after the close of the third quarter, we received an additional $4 million order for our advanced intersection traffic controllers for New York City. Overall, we believe that these
awards and the implementation of the restructuring plan, which was completed in

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fiscal
2007, are important steps in reaching profitability for the Intersection Control segment. However, there is no guarantee that the segment will reach a sufficient level of sales or product sales
mix to be profitable.

International
sales have been an important driver of our sales growth and we expect it will continue. We believe that the international markets present an opportunity for
long-term growth and we plan to focus on these markets to reduce our exposure to the current domestic economic conditions in the near-term. To meet increasing international
sales demands and further penetrate emerging markets, we are investing in international growth opportunities. Our recently formed company within the Protect and Direct segment located in China,
Quixote (Beijing) Co., Ltd., recorded nearly $1 million in sales in the second quarter. However, we recorded negligible sales in China in the third quarter and we expect that
sales from China will continue to be uneven, similar to our experience in the early stages of other international markets, which may require us to fund their operations for an indefinite period. To
more fully utilize the capacity in our China facility during these uneven sales periods, we plan to have our China facility produce all of our Quest® crash cushion product line for
non-U.S customers.

We
historically experience fluctuation in our gross profit margin from quarter to quarter primarily due to sales volume related to seasonality, variability in product mix and changes in
our competitive environment. The gross profit margins of certain product lines, particularly in the Intersection Control segment and the weather sensing system product lines, are lower than gross
profit margins of other products, which is adversely affecting our gross profit margin. We experience rigorous price competition in our Intersection Control segment and in the weather sensing system
product line. We do not believe these trends will improve in the near future.

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements.
Management's estimates also affect the reported amounts of revenues and expenses during the reporting period. In addition, certain normal and recurring estimates are made including estimates in
determining the allowance for doubtful accounts receivable, inventory valuation reserves, valuation allowance on deferred tax assets and health care liabilities. These estimates are made using
management's best judgment given relevant factors and available data. Actual results could differ materially from those estimates. Note 2 to our June 30, 2007 consolidated financial
statements includes a summary of the significant accounting policies, methods and estimates used in the preparation of our consolidated financial statements. There have been no material changes in
accounting policies, methods and estimates used by management during this fiscal year except for the adoption of FIN 48 as described below. In most instances, we must use an accounting policy
or method because it is the only policy or method permitted under U.S. GAAP.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements in
accordance with FASB Statement No. 109, "Accounting for Income Taxes". FIN 48 prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax
positions taken or expected to be taken on a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and
disclosure. We adopted FIN 48 as of July 1, 2007. See Note 3 for additional information on the impact of adoption.

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In
September 2006, the FASB issued Financial Accounting Standard No. 157 (FAS No. 157), "Fair Value Measurements". This statement clarifies the definition of fair value,
establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. FAS No. 157 is effective for our fiscal year beginning July 1, 2008. We do not
expect the adoption of this statement to have a material effect on our results of operations or financial position.

In
December 2007, the FASB issued FAS No. 141 (revised 2007), "Business Combinations", and FAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements". FAS
No. 141 (revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related
to the acquisition such as contingencies and research and development. FAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated
financial statements. Consolidated net income should include the net income for both the parent and the noncontrolling interest with disclosure of both amounts on the consolidated statement of income.
The calculation of earnings per share will continue to be based on income amounts attributable to the parent. The effective date for both Statements is the beginning of fiscal 2010. We are currently
in the process of evaluating the impact, if any, that the adoption of FAS No. 141 (revised 2007) and FAS No. 160 will have on our financial position, consolidated results of operations
and cash flows.

In
March, 2008, the FASB issued FAS No. 161, "Disclosures about Derivative Instruments and Hedging Activitiesan Amendment of FASB Statement 133". FAS No. 161
enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding: (a) how and why an entity uses derivative instruments; (b) how
derivative instruments and related hedged items are accounted for under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities"; and (c) how derivative
instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. We do not expect the adoption of this statement to have a material effect on our results of operations or financial position.

FORWARD LOOKING STATEMENTS

Various statements made within the Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report constitute
"forward-looking statements" for purposes of the SEC's "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities
Exchange Act of 1934, as amended. Except for historical information, any statement that addresses expectations or projections about the future, including statements about our strategy for growth,
product development, market position, expenditures, financial results or changes in governmental legislation, policies and conditions, is a forward-looking statement.

Readers
are cautioned not to place undue reliance on these forward-looking statements and that all forward-looking statements involve risks and uncertainties, including those detailed in
our public filings with the SEC, news releases and other communications, which speak only as of the dates of those filings or communications. We do not undertake any obligation to release publicly any
revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. There can be no assurance that actual
results will not differ materially from our expectations. Factors which could cause materially different results include uncertainties related to continued federal, state and municipal funding for
highways and risks related to reductions in government expenditures; economic conditions; market demand; pricing and competitive factors, among others which are set forth in the "Risk Factors" of
Part I, Item 1A, to our Annual Report on Form 10-K for the year ended June 30, 2007, which are hereby incorporated by reference.

26

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ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk

Part I, Item 7.A. of our Annual Report on Form 10-K for the year ended June 30, 2007 presents information regarding
Quantitative and Qualitative Disclosures about Market Risk.

We
are exposed to market risk from fluctuations in interest rates on our $40 million revolving credit facility. However, the majority of our debt is outstanding at a fixed
interest rate. Given that our exposure to interest rate fluctuations with respect to amounts borrowed against our revolving credit facility is lower, we currently believe that the use of derivative
instruments in the form of non-trading interest rate swaps to manage the risk is not necessary.

Assets,
liabilities and commitments that are to be settled in cash and are denominated in foreign currencies for transaction purposes are sensitive to changes in currency exchange rates.
The majority of our business is transacted in U.S. dollars and the U.S. dollar is considered the primary currency for the majority of our operations. There were no significant transaction gains or
losses during the first nine months of fiscal 2008 or in fiscal years 2007 and 2006 and we do not believe we are currently exposed to any material risk of loss from currency exchange fluctuations.
Although we continue to evaluate derivative financial instruments to manage foreign currency exchange rate changes, we did not hold any material derivatives during 2008 or 2007. In the next few years
we may confront greater risks from currency exchange fluctuations as our business expands internationally.

ITEM 4.    Controls and Procedures



We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any system of disclosure controls and
procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any disclosure controls and procedures will succeed in achieving their
stated goals under all potential future conditions.

Our
management, under the supervision of and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's
disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.
Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2008.



There
have been no changes in our internal controls over financial reporting that may have materially affected, or are likely to materially affect, our internal control over financial
reporting. Our process for evaluating controls and procedures is continuous and encompasses review of the design and effectiveness of established controls and procedures and the remediation of any
deficiencies which may be identified during this process.

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PART IIOTHER INFORMATION

There is no information required to be reported under any items except as indicated below:

Item 1.    Legal Proceedings

In January 2008 we were served in a lawsuit entitledOlga Mata, Individually as Representative of the Estate of Elpido Mata et al. vs.
Energy Absorption Systems, Inc., Quixote Transportation Safety, Inc., William Brothers Construction, Keller Crash Cushions d/b/a Contractors Barricade Service, J.I.T.
Distributing Inc. and Gustavo Reyes d/b/a Cerrito Trucking,State of Texas, District Court of Brazoria County, No. 44361. This case involves a tractor-trailer
collision with a crash cushion. The plaintiffs allege various theories of liability against all defendants, including negligence, misrepresentations and breach of warranty. We have tendered the case
to our insurance carrier and have answered the complaint. Discovery has begun.

We
are involved in several pending judicial proceedings for product liability and other damages arising out of the conduct of our business. While the outcome of litigation is subject to
uncertainties, we believe, after consultation with counsel, that the outcome of these proceedings, based on current available information and after taking into account the availability and limits of
our insurance coverage, will not have a material effect on our consolidated financial condition and results of operations.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Items 2(a) and (b) are not applicable.



|Period                               |  | (a)
Total number
of shares purchased |  | (b)
Average price
paid per share |      | (c)
Total number of
shares purchased as
part of publicly
announced plans
or programs |     | (d)
Maximum number of
shares (or approximate
dollar value of shares)
that may yet be
purchased under the
plans or programs
|------------------------------------ |  | ------------------------------------ |  | -------------------------------- | ---- | ------------------------------------------------------------------------------------ | --- | --------------------------------------------------------------------------------------------------------------------------
|January 1, 2008 - January 31, 2008   |  |                                      |  |                                  |      |                                                                                      |     |                                                                                                                           
|February 1, 2008 - February 29, 2008 |  |                                      |  |                                  |      |                                                                                      |     |                                                                                                                           
|March 1, 2008 - March 31, 2008       |  | 200                                  |  | $                                | 8.06 |                                                                                      | 200 |                                                                                                                           
|                                     |  |                                      |  |                                  |      |                                                                                      |     |                                                                                                                           
|                                     |  | 200                                  |  |                                  |      |                                                                                      | 200 |                                                                                                                           
|                                     |  |                                      |  |                                  |      |                                                                                      |     |                                                                                                                           

On March 19, 2008, our Board of Directors authorized an increase in the Company's stock repurchase plan to up to 500,000 shares of the Company's
common stock, which includes approximately 185,000 shares remaining under the previous authorization which was approved on October 2, 2001. The shares may be purchased in open market and
privately negotiated transactions at prices not to exceed the market price.

Item 6.    Exhibits



28

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the
quarter ended March 31, 2008 to be signed on its behalf by the undersigned thereunto duly authorized.

|                   | QUIXOTE CORPORATION
|------------------ | -------------------
|DATED: May 9, 2008 | By:                

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EXHIBIT INDEX

Exhibits:



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