Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
OF
QUIXOTE CORPORATION
Pursuant to Section 151 (g) of the
General Corporation Law of the State of Delaware

Quixote
Corporation, a corporation organized and existing under the General Corporation
Law of the State of Delaware (the Corporation), in accordance with the
provisions of Section 151 (g) of the General Corporation Law of the State of
Delaware (the DGCL), does hereby certify:

1.     
That, pursuant to Section 151 (g) of the DGCL and the authority granted in the
Corporations Restated Certificate of Incorporation, as amended (the
Certificate of Incorporation), the Board of Directors of the Corporation (the
Board), by resolution duly adopted authorized the creation of a series of
10,000 shares of Series B Junior Participating Preferred Stock, no par value
(the Series B Preferred Stock), and established the powers, designations,
preferences and relative, participating and other rights, and the qualifications,
limitations or restrictions thereof, and, on July 24, 1998, filed a Certificate
of Designation with respect to such Series B Preferred Stock in the office of
the Secretary of State of the State Delaware (the Secretary of State).

2.     
That no shares of Series B Preferred Stock are outstanding and no shares
thereof will be issued in the future subject to such Certificate of
Designation.

3.     
That pursuant to the authority vested in the Board in accordance with the
provisions of the Certificate of Incorporation of the Corporation, the Board on
March 16, 2009 adopted the following resolution eliminating from the
Certificate of Incorporation all matters set forth in the Certificate of
Designation with respect to the shares of Preferred Stock designated as
Series B Junior Participating Preferred Stock adopted pursuant to the provisions of
Section 151(g) of the DGCL:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | RESOLVED, that no shares of the Corporations Series
B
  Junior Participating Preferred Stock (the Series B Preferred Stock) are
  outstanding and no shares of Series B Preferred Stock will be issued subject
  to the Certificate of Designation previously filed with respect to such
  series (the Series B Certificate of Designation); and that the proper
  officers of the Corporation be and hereby are authorized and directed in the
  name and on behalf of the Corporation to execute and file a certificate with
  the Secretary of State of the State of Delaware pursuant to Section 151 (g)
  of the Delaware Law setting forth the text of this resolution, upon the
  filing and effectiveness of which all matters are set forth in the Series B
  Certificate of Designation shall be deemed to have been eliminated from the
  Certificate of Incorporation and the 10,000 shares of Preferred Stock
  previously designated as Series B Preferred Stock shall resume their status
  as undesignated shares of Preferred Stock available for future issuance in
  accordance with the Certificate of Incorporation.

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4.     
That, pursuant
to the provisions of Section 151(g) of the DGCL, all references to Series B
Preferred Stock in the Certificate of Incorporation of the Corporation hereby
are eliminated, and the shares that were designated to such series hereby are
returned to the status of authorized but unissued shares of the Preferred Stock
of the Corporation, without designation as to series.

IN
WITNESS WHEREOF, the undersigned has executed this Certificate this 18th
day of March 2009.

| |                     |                    
| | ------------------- | -------------------
| | QUIXOTE
CORPORATION
| | By:                 | /s/ Joan R.
  Riley
| |                     |                    
| | Name:               | Joan R.
  Riley    
| |                     |                    
| | Title:              | Vice
  President   
| |                     |                    

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