---

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QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

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

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FORM 10-Q

|ý                                                |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------ |  | ----------------------------------------------------------------------------------------
|For the period ended December 31, 2002          
|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 0-7903                   
|I.R.S. Employer Identification Number 36-2675371

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QUIXOTE CORPORATION(a Delaware Corporation)

One East Wacker Drive
Chicago, Illinois 60601
Telephone: (312) 467-6755

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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 an accelerated filer as defined by Rule 12b-2 of the Securities Exchange Act of 1934.
YES ý    NO o

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 7,794,348 shares of the Company's Common Stock
($.01-2/3 par value) were outstanding as of December 31, 2002.

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PART IFINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

QUIXOTE CORPORATION AND SUBSIDIARIES  Consolidated Statements of Operations  (Unaudited)

|                                                           |                                            | Six Months Ended December 31, |           
|---------------------------------------------------------- | ------------------------------------------ | ----------------------------- | ----------
|
|Net sales                                                  |                                            | $                             | 50,267,000
|Cost of sales                                              |                                            |                               | 29,808,000
|                                                           |                                            |                               |           
|Gross profit                                               |                                            |                               | 20,459,000
|                                                           |                                            |                               |           
|Operating expenses:                                        |                                            |                               |           
|                                                           | Selling & administrative                   |                               |           
|                                                           | Research & development                     |                               |           
|                                                           |                                            |                               |           
|                                                           |                                            |                               | 15,017,000
|Operating profit                                           |                                            |                               | 5,442,000 
|                                                           |                                            |                               |           
|Other income (expense):                                    |                                            |                               |           
|                                                           | Interest income                            |                               |           
|                                                           | Interest expense                           |                               |           
|                                                           | Other                                      |                               |           
|                                                           |                                            |                               |           
|                                                           |                                            |                               | (395,000  
|                                                           |                                            |                               |           
|Earnings from continuing operations before income taxes    |                                            |                               | 5,047,000 
|Provision for income taxes                                 |                                            |                               | 1,716,000 
|                                                           |                                            |                               |           
|Earnings from continuing operations                        |                                            |                               | 3,331,000 
|Earnings from discontinued operations, net of income taxes |                                            |                               |           
|                                                           |                                            |                               |           
|Net earnings                                               |                                            | $                             | 3,331,000 
|                                                           |                                            |                               |           
|Per share databasic:                                      |                                            |                               |           
|                                                           | Earnings from continuing operations        |                               | $         
|                                                           | Net earnings                               |                               | $         
|                                                           | Weighted average common shares outstanding |                               |           
|Per share datadiluted:                                    |                                            |                               |           
|                                                           | Earnings from continuing operations        |                               | $         
|                                                           | Net earnings                               |                               | $         
|                                                           | Weighted average common shares outstanding |                               |           

See Notes to Consolidated Financial Statements.

2

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QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

|                             |                                            | Three Months Ended December 31, |           
|---------------------------- | ------------------------------------------ | ------------------------------- | ----------
|
|Net sales                    |                                            | $                               | 25,638,000
|Cost of sales                |                                            |                                 | 15,827,000
|                             |                                            |                                 |           
|Gross profit                 |                                            |                                 | 9,811,000 
|Operating expenses:          |                                            |                                 |           
|                             | Selling & administrative                   |                                 |           
|                             | Research & development                     |                                 |           
|                             |                                            |                                 |           
|                             |                                            |                                 | 7,279,000 
|Operating profit             |                                            |                                 | 2,532,000 
|                             |                                            |                                 |           
|Other income (expense):      |                                            |                                 |           
|                             | Interest income                            |                                 |           
|                             | Interest expense                           |                                 |           
|                             | Other                                      |                                 |           
|                             |                                            |                                 |           
|                             |                                            |                                 | (180,000  
|                             |                                            |                                 |           
|Earnings before income taxes |                                            |                                 | 2,352,000 
|Provision for income taxes   |                                            |                                 | 800,000   
|                             |                                            |                                 |           
|Net earnings                 |                                            | $                               | 1,552,000 
|                             |                                            |                                 |           
|Per share databasic:        |                                            |                                 |           
|                             | Net earnings                               |                                 | $         
|                             | Weighted average common shares outstanding |                                 |           
|Per share datadiluted:      |                                            |                                 |           
|                             | Net earnings                               |                                 | $         
|                             | Weighted average common shares outstanding |                                 |           

See Notes to Consolidated Financial Statements.

3

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QUIXOTE CORPORATION AND SUBSIDIARIES  Consolidated Balance Sheets

|                                       |                                                                                                                     | December 31,
2002 |             | June 30,
2002 |          
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ----------------- | ----------- | ------------- | ---------
|
|ASSETS                                 |                                                                                                                     |                   |             |               |          
|Current assets:                        |                                                                                                                     |                   |             |               |          
|                                       | Cash and cash equivalents                                                                                           |                   | $           | 1,377,000     |          
|                                       | Accounts receivable, net of allowances for doubtful accounts of $1,624,000 at December 31 and $1,546,000 at June 30 |                   |             | 23,494,000    |          
|                                       | Refundable income taxes                                                                                             |                   |             | 995,000       |          
|                                       | Inventories:                                                                                                        |                   |             |               |          
|                                       |                                                                                                                     | Raw materials     |             |               | 2,358,000
|                                       |                                                                                                                     | Work in process   |             |               | 3,134,000
|                                       |                                                                                                                     | Finished goods    |             |               | 6,645,000
|                                       |                                                                                                                     |                   |             |               |          
|                                       |                                                                                                                     |                   | 12,137,000  |               |          
|                                       |                                                                                                                     |                   |             |               |          
|                                       | Notes receivable                                                                                                    |                   |             | 233,000       |          
|                                       | Deferred income tax assets                                                                                          |                   |             | 3,098,000     |          
|                                       | Other current assets                                                                                                |                   |             | 1,499,000     |          
|                                       |                                                                                                                     |                   |             |               |          
|Total current assets                   |                                                                                                                     |                   | 42,833,000  |               |          
|                                       |                                                                                                                     |                   |             |               |          
|Property, plant and equipment, at cost |                                                                                                                     |                   | 38,232,000  |               |          
|Less accumulated depreciation          |                                                                                                                     |                   | (16,751,000 | )             |          
|                                       |                                                                                                                     |                   |             |               |          
|                                       |                                                                                                                     |                   | 21,481,000  |               |          
|                                       |                                                                                                                     |                   |             |               |          
|Goodwill                               |                                                                                                                     |                   | 29,594,000  |               |          
|Intangible assets, net                 |                                                                                                                     |                   | 5,086,000   |               |          
|Other assets                           |                                                                                                                     |                   | 368,000     |               |          
|                                       |                                                                                                                     |                   |             |               |          
|                                       |                                                                                                                     | $                 | 99,362,000  |               | $        
|                                       |                                                                                                                     |                   |             |               |          

See Notes to Consolidated Financial Statements.

4

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QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets

|                                       |                                                                                                                                                                                                              | December 31,
2002 |            | June 30,
2002 |  
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------- | ---------- | ------------- | -
|
|LIABILITIES AND SHAREHOLDERS' EQUITY   |                                                                                                                                                                                                              |                   |            |               |  
|Current liabilities:                   |                                                                                                                                                                                                              |                   |            |               |  
|                                       | Current portion of long-term debt                                                                                                                                                                            |                   | $          | 920,000       |  
|                                       | Accounts payable                                                                                                                                                                                             |                   |            | 4,721,000     |  
|                                       | Dividends payable                                                                                                                                                                                            |                   |            | 1,247,000     |  
|                                       | Accrued expenses                                                                                                                                                                                             |                   |            | 6,863,000     |  
|                                       |                                                                                                                                                                                                              |                   |            |               |  
|Total current liabilities              |                                                                                                                                                                                                              |                   | 13,751,000 |               |  
|                                       |                                                                                                                                                                                                              |                   |            |               |  
|Long-term debt, net of current portion |                                                                                                                                                                                                              |                   | 20,549,000 |               |  
|Deferred income tax liabilities        |                                                                                                                                                                                                              |                   | 3,010,000  |               |  
|Other long-term liabilities            |                                                                                                                                                                                                              |                   | 702,000    |               |  
|                                       |                                                                                                                                                                                                              |                   |            |               |  
|Shareholders' equity:                  |                                                                                                                                                                                                              |                   |            |               |  
|                                       | Preferred stock, no par value; authorized 100,000 shares; none issued Common stock, par value $.01-2/3; authorized 15,000,000 shares; issued 9,786,111 shares at December 31 and 9,744,033 shares at
June 30 |                   |            | 163,000       |  
|                                       | Capital in excess of par value of common stock                                                                                                                                                               |                   |            | 40,462,000    |  
|                                       | Retained earnings                                                                                                                                                                                            |                   |            | 42,631,000    |  
|                                       | Currency translation adjustment                                                                                                                                                                              |                   |            | (392,000      | )
|                                       | Treasury stock, at cost, 1,991,763 shares at December 31 and 1,967,963 shares at June 30                                                                                                                     |                   |            | (21,514,000   | )
|                                       |                                                                                                                                                                                                              |                   |            |               |  
|Total shareholders' equity             |                                                                                                                                                                                                              |                   | 61,350,000 |               |  
|                                       |                                                                                                                                                                                                              |                   |            |               |  
|                                       |                                                                                                                                                                                                              | $                 | 99,362,000 |               | $
|                                       |                                                                                                                                                                                                              |                   |            |               |  

See Notes to Consolidated Financial Statements.

5

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

|                                                                   |                                                                                                              | Six Months Ended December 31,                |                                      
|------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------ | -------------------------------------------- | -------------------------------------
|
|Operating activities:                                              |                                                                                                              |                                              |                                      
|                                                                   | Earnings from continuing operations                                                                          |                                              | $                                    
|                                                                   | Discontinued operations:                                                                                     |                                              |                                      
|                                                                   |                                                                                                              | Gain on disposal, net of income taxes        |                                      
|                                                                   |                                                                                                              |                                              |                                      
|                                                                   | Net earnings                                                                                                 |                                              |                                      
|                                                                   | Adjustments to reconcile net earnings to net cash provided by operating activities of continuing operations: |                                              |                                      
|                                                                   |                                                                                                              | Depreciation                                 |                                      
|                                                                   |                                                                                                              | Amortization                                 |                                      
|                                                                   |                                                                                                              | Provisions for losses on accounts receivable |                                      
|                                                                   |                                                                                                              | Discontinued operations                      |                                      
|                                                                   |                                                                                                              | Gain on sale of assets                       |                                      
|                                                                   |                                                                                                              | Changes in operating assets and liabilities: |                                      
|                                                                   |                                                                                                              |                                              | Accounts receivable                  
|                                                                   |                                                                                                              |                                              | Inventories                          
|                                                                   |                                                                                                              |                                              | Income taxes                         
|                                                                   |                                                                                                              |                                              | Other assets                         
|                                                                   |                                                                                                              |                                              | Accounts payable and accrued expenses
|                                                                   |                                                                                                              |                                              |                                      
|Net cash provided by operating activities of continuing operations |                                                                                                              |                                              | 6,477,000                            
|Net cash provided by discontinued operations                       |                                                                                                              |                                              |                                      
|                                                                   |                                                                                                              |                                              |                                      
|Net cash provided by operating activities                          |                                                                                                              |                                              | 6,477,000                            
|                                                                   |                                                                                                              |                                              |                                      
|Investing activities:                                              |                                                                                                              |                                              |                                      
|                                                                   | Capital expenditures                                                                                         |                                              |                                      
|                                                                   | Patent expenditures                                                                                          |                                              |                                      
|                                                                   | Cash paid for acquired business, net of cash acquired                                                        |                                              |                                      
|                                                                   | Proceeds from sale of assets                                                                                 |                                              |                                      
|                                                                   |                                                                                                              |                                              |                                      
|Net cash used in investing activities                              |                                                                                                              |                                              | (1,382,000                           
|                                                                   |                                                                                                              |                                              |                                      
|Financing activities:                                              |                                                                                                              |                                              |                                      
|                                                                   | Borrowing on revolving line of credit                                                                        |                                              |                                      
|                                                                   | Payments on revolving line of credit                                                                         |                                              |                                      
|                                                                   | 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 (used in) financing activities                |                                                                                                              |                                              | (5,533,000                           
|                                                                   |                                                                                                              |                                              |                                      
|Effect of exchange rate changes on cash                            |                                                                                                              |                                              | 17,000                               
|                                                                   |                                                                                                              |                                              |                                      
|Decrease in cash and cash equivalents                              |                                                                                                              |                                              | (421,000                             
|Cash and cash equivalents at beginning of period                   |                                                                                                              |                                              | 1,798,000                            
|                                                                   |                                                                                                              |                                              |                                      
|Cash and cash equivalents at end of period                         |                                                                                                              | $                                            | 1,377,000                            
|                                                                   |                                                                                                              |                                              |                                      

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, 2002 consolidated balance sheet as presented was derived from audited financial statements. The interim financial statements and notes should be read in conjunction
with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2002. Management believes the financial
statements include all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented.

2.      The
provision for income taxes is based upon the estimated effective income tax rate for the year.

3.      Operating
results for the first six months of fiscal 2003 are not necessarily indicative of the performance for the entire year. Historically, the Company's business is
seasonal with a higher level of sales in the Company's fourth fiscal quarter.

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

|                                                   |         | Six Months Ended December 31, |           | Three Months Ended December 31,
|-------------------------------------------------- | ------- | ----------------------------- | --------- | -------------------------------
|
|Numerator:                                         |         |                               |           |                                
|Net earnings available to common shareholders      |         | $                             | 3,331,000 |                                
|                                                   |         |                               |           |                                
|Denominator:                                       |         |                               |           |                                
|Weighted average shares outstandingbasic          |         |                               | 7,807,690 |                                
|Effect of dilutive securitiescommon stock options |         |                               | 268,948   |                                
|                                                   |         |                               |           |                                
|Weighted average shares outstandingdiluted        |         |                               | 8,076,638 |                                
|                                                   |         |                               |           |                                
|Net earnings per share of common stock:            |         |                               |           |                                
|                                                   | Basic   |                               | $         | .43                            
|                                                   | Diluted |                               | $         | .41                            

There were outstanding options to purchase common stock at prices that exceeded the average market price for the income statement period. These options have been
excluded from the computation of diluted earnings per share for both the six-month and three-month periods ended December 31, 2002 and 2001 and are as follows:

|                                 |  | 2002 |         | 2001
|-------------------------------- |  | ---- | ------- | ----
|Average exercise price per share |  | $    | 23.78   |     
|Number of shares                 |  |      | 246,300 |     

7

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5.    Comprehensive
income consists of the following:

|                                |  | Six Months Ended December 31, |           | Three Months Ended December 31,
|------------------------------- |  | ----------------------------- | --------- | -------------------------------
|
|Net earnings                    |  | $                             | 3,331,000 |                                
|Currency translation adjustment |  |                               | 32,000    |                                
|                                |  |                               |           |                                
|Total comprehensive income      |  | $                             | 3,363,000 |                                
|                                |  |                               |           |                                

6.    The
Company's operations are classified as two reportable segments within the highway and transportation safety industry. The Company's two reportable segments are the
manufacture and sale of
the Company's products which Protect and Direct, and the manufacture and sale of products which Inform and are often referred to as Intelligent Transportation Systems (ITS) products.

The
following table presents financial information about reported segments for the six-month and three-month periods ended December 31, 2002 and 2001 along with the items
necessary to reconcile the segment information to the totals reported in the consolidated financial statements.

|                                  |  | Protect and Direct |            | Inform |   | Unallocated Corporate |   | Total
|--------------------------------- |  | ------------------ | ---------- | ------ | - | --------------------- | - | -----
|2003                              |  |                    |            |        |   |                       |   |      
|SIX MONTHS                        |  |                    |            |        |   |                       |   |      
|Net sales from external customers |  | $                  | 35,986,000 |        | $ | 14,281,000            |   |      
|Operating profit (loss)           |  |                    | 7,751,000  |        |   | 1,340,000             |   | $    
|Identifiable assets               |  |                    | 51,300,000 |        |   | 42,545,000            |   |      
|THREE MONTHS                      |  |                    |            |        |   |                       |   |      
|Net sales from external customers |  | $                  | 17,221,000 |        | $ | 8,417,000             |   |      
|Operating profit (loss)           |  |                    | 3,248,000  |        |   | 1,114,000             |   | $    
|2002                              |  |                    |            |        |   |                       |   |      
|SIX MONTHS                        |  |                    |            |        |   |                       |   |      
|Net sales from external customers |  | $                  | 30,142,000 |        | $ | 10,630,000            |   |      
|Operating profit (loss)           |  |                    | 4,585,000  |        |   | 598,000               |   | $    
|Identifiable assets               |  |                    | 50,379,000 |        |   | 40,026,000            |   |      
|THREE MONTHS                      |  |                    |            |        |   |                       |   |      
|Net sales from external customers |  | $                  | 14,665,000 |        | $ | 5,293,000             |   |      
|Operating profit (loss)           |  |                    | 2,499,000  |        |   | (108,000              | ) | $    

8

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7.    Intangible
assets consist of the following:

|                                    |                               | December 31, 2002 |           | June 30, 2002
|----------------------------------- | ----------------------------- | ----------------- | --------- | -------------
|
|Amortized intangible assets:        |                               |                   |           |              
|                                    | Patents and licenses          |                   | $         | 2,685,000    
|                                    | Technology and installed base |                   |           | 2,610,000    
|                                    | Customer relationships        |                   |           | 200,000      
|                                    | Other                         |                   |           | 130,000      
|                                    |                               |                   |           |              
|                                    |                               |                   | 5,625,000 |              
|Indefinite-lived intangible assets: |                               |                   |           |              
|                                    | Trade names                   |                   |           | 1,100,000    
|                                    |                               |                   |           |              
|Total                               |                               | $                 | 6,725,000 |              
|                                    |                               |                   |           |              

Amortization expense was $232,000 and $165,000 for the six months ended December 31, 2002 and 2001, respectively. The estimated amortization expenses for
this fiscal year ended June 30, 2003 and for the four fiscal years subsequent to 2003 are as follows: $461,000, $423,000, $388,000, $379,000 and $307,000.

The
carrying amount of goodwill consists of $21,455,000 for the Inform segment and $8,139,000 for the Protect and Direct segment as of December 31, 2002 and June 30, 2002.

8.    During
the first six months of last fiscal year, the Company recorded other income of $830,000 related to the gain on the sale of certain assets of its non-highway
plastic product line for $581,000 in cash and $700,000 in a three-year promissory note with interest imputed at 8%.

9.    Effective
August 31, 2001, the Company acquired all of the outstanding stock of Surface Systems, Inc. (SSI) for approximately $11,300,000, net of cash
acquired. SSI is a leading manufacturer and seller of patented pavement sensing equipment and specialized weather stations and also provides weather forecasting services. SSI has been included in the
Company's Inform segment. During the quarter ended March 31, 2002, the Company made certain reclassifications affecting the quarter ended December 31, 2001 in an effort to conform SSI's
income statement classifications with those of the Company's. As a result, the Company reclassified $1,295,000 from selling and administrative expense to cost of sales. This reclassification had no
impact on previously reported net earnings.

10.  In
July 2002, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standard (FAS) No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities," which was effective for disposal activities initiated after December 31, 2002. FAS No. 146 requires companies to recognize costs associated with exit or disposal
activities at their fair values when they are incurred
rather than at the date of a commitment to an exit or disposal plan. The Company adopted FAS No. 146 as of January 1, 2003, which did not have an effect on the Company's results of
operations or its financial position.

9

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PART IFINANCIAL INFORMATION

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

CURRENT YEAR-TO-DATE VERSUS PRIOR YEAR-TO-DATE

The Company's sales for the first six months of fiscal 2003 increased 23% to $50,267,000 compared to $40,772,000 for the first six months last year. Sales for the
first six months of fiscal 2002 were unseasonably low as the Company believes it was affected by generally weak economic conditions. Sales for the Protect and Direct segment increased 19% to
$35,986,000 from $30,142,000 primarily due to higher sales of the QuadGuard® family of crash cushions, truck-mounted attenuators and parts, which were partially offset by lower sales of
sand-filled barrels and the FreezeFree anti-icing system. Sales for the Inform segment increased 34% to $14,281,000 in the first six months of fiscal 2003 from $10,630,000 for the same
period last year. The increase was primarily due to higher sales of advanced sensing systems and variable message signs, which were partially offset by lower sales of highway advisory radios. The
growth in sales of the sensing systems and variable message signs was due to shipments of two large contracts, including shipments of $2,200,000 in Ohio to supply weather and traffic sensing systems
and $550,000 in variable message signs and arrowboards in California. The increase was also due, to a lesser extent, to the acquisition of Surface Systems, Inc. (SSI) in August 2001, which
added $914,000 in sales for the first half not comparable to the prior year. Organic sales for this segment increased 26% for the first six months of fiscal 2003. The Company's international sales
increased to $6,585,000 for the first six months of fiscal 2003 from $3,932,000 last year due to strong sales in Asia, Canada and Europe.

The
gross profit margin for the first six months of fiscal 2003 increased to 40.7% compared to 35.9% for the same period last year principally due to volume efficiencies associated with
the higher level of sales for both segments. The increase in the gross profit margin for the Inform segment was partially offset by an unfavorable change in product mix with increased sales of lower
margin weather and traffic sensing systems and variable message signs. The increase in the gross profit margin for the Inform
segment was also offset by the lower gross margins generated at SSI as the first six months of fiscal 2003 includes SSI's seasonally lowest months of July and August.

Research
and development expenditures remained consistent in the first six months of fiscal 2003 at $908,000 compared to $894,000 last year. The Company continued with its work on new
products as well as upgrades and modifications to existing products including enhancements to its existing line of crash cushions.

Selling
and administrative expenses for the first six months of fiscal 2003 increased to $14,109,000 compared to $11,272,000 for the same period last year. The increase was due to the
costs associated with the increase in sales as well as $511,000 in additional selling and administrative expenses from SSI not comparable to the prior year. In addition, the Company incurred increased
expenses during the first six months of fiscal 2003 compared to the same period last year relating to acquisition development efforts, certain employee related expenses and non-recurring consulting
work. As a percentage of sales, selling and administrative expenses remained consistent at 28% for both six-month periods.

Operating
profit increased to $5,442,000 for the first six months of fiscal 2003 from $2,486,000 for the same period last year.

Interest
expense decreased to $450,000 from $709,000 in the first six months of fiscal 2003 due to the lower level of average long-term debt outstanding and to lower interest rates.

During
the first six months of last fiscal year, the Company recorded other income of $830,000 related to the gain on the sale of certain assets of its non-highway plastic product line.

10

---

Income
taxes for the first six months of fiscal 2003 were $1,716,000 reflecting a 34% effective income tax rate compared to a 36% effective income tax rate for the same period last year.
The decline in effective rate is due to, among other things, continued federal and state tax planning opportunities and the expected utilization of certain state tax benefits. The Company expects its
effective income tax rate to remain at 34% for fiscal 2003.

Earnings
from continuing operations for the first six months of fiscal 2003 were $3,331,000 compared to $1,684,000 for the first six months last year. Net earnings for the first six
months of fiscal 2003 increased to $3,331,000, or $0.41 per diluted share, from $1,876,000, or $0.23 per diluted share, for the same period last year. Net earnings for the first six months of last
fiscal year included a gain from
discontinued operations of $192,000, net of income taxes, or $.02 per diluted share, due to the favorable outcome of a legal settlement.

CURRENT YEAR QUARTER VERSUS PRIOR YEAR QUARTER

The Company's sales for the second quarter of fiscal 2003 increased 28% to $25,638,000 compared to $19,958,000 for the second quarter last year. Sales for the
second quarter of fiscal 2002 were unseasonably low as the Company believes it was affected by generally weak economic conditions. Sales for the Protect and Direct segment increased 17% to $17,221,000
from $14,665,000 primarily due to higher sales of the QuadGuard® family of crash cushions, truck-mounted attenuators and parts, which were partially offset by lower sales of sand-filled
barrels and the FreezeFree anti-icing system. Sales for the Inform segment increased 59% to $8,417,000 in the second quarter of fiscal 2003 from $5,293,000 for the second quarter last
year. The increase was primarily due to higher sales of advanced sensing systems and variable message signs, which were partially offset by lower sales of highway advisory radios. The growth in sales
of the sensing systems and variable message signs was due to shipments of two large contracts, including shipments of $2,200,000 in Ohio to supply weather and traffic sensing systems and $550,000 in
variable message signs and arrowboards in California. The Company's international sales increased to $3,298,000 for the second quarter of fiscal 2003 from $2,603,000 last year due to strong sales in
Asia and Canada.

The
gross profit margin for the second quarter of fiscal 2003 increased to 38.3% compared to 34.0% for the second quarter last year principally due to volume efficiencies associated with
the higher level of sales for both segments. The increase in the gross profit margin for the Inform segment was partially offset by an unfavorable change in product mix with increased sales of lower
margin weather and traffic sensing systems and variable message signs.

Research
and development expenditures remained consistent in the second quarter of fiscal 2003 at $473,000 compared to $482,000 last year. The Company continued with its work on new
products as well as upgrades and modifications to existing products.

Selling
and administrative expenses for the second quarter of fiscal 2003 increased to $6,806,000 compared to $5,409,000 for the second quarter last year. The increase was due to the
increase in sales. In addition, the Company incurred increased expenses during the second quarter of fiscal 2003 compared to the same period last year relating to acquisition development efforts and
certain employee related expenses. As a percentage of sales, selling and administrative expenses remained consistent at 27% for both second quarter periods.

Operating
profit increased to $2,532,000 for the second quarter of fiscal 2003 from $897,000 for the second quarter last year.

Interest
expense decreased to $210,000 from $342,000 in the second quarter of fiscal 2003 due to the lower level of average long-term debt outstanding and to lower interest rates.

Income
taxes for the second quarter of fiscal 2003 were $800,000 reflecting a 34% effective income tax rate compared to a 36% effective income tax rate for the second quarter last year.

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Net
earnings for the second quarter increased to $1,552,000, or $0.19 cents per diluted share, compared to $418,000, or $.05 cents per diluted share, for the second quarter
last year.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $1,377,000 as of December 31, 2002 and access to additional funds of $21,500,000 under an unsecured revolving
credit agreement which currently expires on October 31, 2004. The Company believes that this credit facility is an important source of liquidity. The credit agreement provides for a $40 million credit
facility and contains both fixed and floating interest rate options, at the prime rate or lower, and contains affirmative and negative covenants including requirements that the Company maintain
certain financial ratios and be profitable each year. The agreement may be renewed one additional year on each anniversary date upon mutual consent of the Company and the banks. At any time before the
facility expires, the Company may elect to convert the loan to a four-year term with equal quarterly principal payments due throughout the term to amortize the loan in full. The Company is currently
in compliance with all covenants in this agreement.

Operating
activities were a source of cash for the Company for the first six months of fiscal 2003 providing $6,477,000.

Investing
activities used cash of $1,382,000 during the first six months of fiscal 2003 including $1,031,000 for capital expenditures and $351,000 for patent expenditures.

Financing
activities used cash of $5,533,000 during the first six months of fiscal 2003. The Company paid a net $4,000,000 against its outstanding revolving credit facility. The payment
of the Company's semi-annual cash dividend used cash of $1,240,000. In addition, the Company used cash of $301,000 for the payment of notes payable due in connection with the acquisition of Roadway
Safety Service, Inc. and paid $422,000 to purchase 23,800 shares of its own common stock for the treasury. Offsetting these cash payments, the Company received cash of $430,000 from the
exercise of common stock options.

For
the remainder of fiscal 2003, the Company anticipates needing less than $2,000,000 in additional cash for capital expenditures. The Company may also need additional cash as it
considers acquiring businesses that complement its existing operations. Also, the Company will require additional investments in working capital to maintain growth. The Company may also need
additional funds to repurchase its own common stock from time to time. These expenditures will be financed either through the Company's invested cash, cash generated from its operations or from
borrowings available under the Company's revolving credit facility. The Company believes its existing cash, cash generated from operations and funds available under its existing credit facility are
sufficient for all planned operating and capital requirements.

CRITICAL ACCOUNTING POLICIES

The Securities and Exchange Commission (SEC) requires all registrants to discuss critical accounting policies or methods used in the preparation of financial
statements. Note 2 to the Company's June 30, 2002 consolidated financial statements includes a summary of the significant accounting policies and methods used in the preparation of the
Company's consolidated financial statements. In the opinion of management, the Company does not have any individual accounting policy which is critical to the preparation of its consolidated financial
statements. In most instances, the Company must use an accounting policy or method because it is the only policy or method permitted

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under accounting principles generally accepted in the United States of America (U.S. GAAP). The following is a summary of the more significant accounting policies and methods used by the Company:

Revenue
Recognition: Revenues are recognized when either title and risk of loss of products has been transferred to unaffiliated customers or services have been rendered, with
appropriate provision for uncollectible accounts.

Long-Lived
Assets: Long-lived assets include such items as goodwill, patents, product rights and equity method investments. Long-lived assets held and used by the Company are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the
Company assesses the possibility of obsolescence, demand, new technology, competition, and other pertinent economic factors and trends that may have an impact on the value or remaining lives of these
assets. Goodwill and other indefinite-lived intangible assets are tested for impairment at least annually using the discounted cash flow method. Patents and product rights are amortized on a
straight-line basis over the life of the patent or agreement.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2002, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standard (FAS) No. 148, "Accounting for Stock-Based
CompensationTransition and Disclosurean amendment of FAS No. 123". FAS No. 148 provides additional transition guidance for companies which elect to voluntarily
adopt the accounting provisions of FAS No. 123. The Company currently does not expect the adoption of this standard will have a significant impact on fiscal 2003 financial results as the
Company currently does not expect to adopt the provisions of FAS No. 123.

FUTURE OUTLOOK

The Company has been affected by the general slowdown in U.S. highway safety construction spending for the Company's products. The Company believes this is due
principally to revenue shortfalls and budget deficits at the state level where the majority of states are currently operating at a deficit. In addition, current estimates continue to project that
annual federal spending on highways for the government's fiscal year ending September 30, 2003 could be reduced by approximately $4 billion from approximately $32 billion, which could have an
impact on the Company's prospects for 2003 and into 2004. The current six-year federal highway bill (TEA-21) expires on September 30, 2003. The next highway funding bill is
currently under consideration by the federal government and it is uncertain as to what the future federal governmental spending levels will be. Currently, the Company is encouraged by recent
improvements in shipments, order flow and backlog. However, given the current uncertain economic conditions, the Company remains cautious about its prospects for 2003 and into 2004.

The
Company experiences fluctuation in its gross profit margin from quarter to quarter primarily due to sales volume related to seasonality, variability in product mix and changes in the
competitive environment. In addition, the Company has acquired complementary businesses over the past several years and, as part of its strategy, may continue to acquire complementary businesses. The
gross profit margins of certain acquired product lines are lower than the Company's historical gross profit margin, which is adversely affecting the Company's gross profit margin. Additional
acquisitions may have a continuing adverse impact on the Company's gross profit margin. The Company is also experiencing rigorous competition in its variable message sign and weather sensing system
product lines. The Company does not believe these trends will improve in the near future.

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

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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. Any statement
that
addresses expectations or projections about the future, including statements about the Company's strategy for growth, product development, market position, expenditures and financial results, are
forward-looking statements.

Investors
are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in the Company's public filings with the SEC, news releases and
other communications, which speak only as of the dates of those filings or communications. There can be no assurance that actual results will not differ materially from the Company's expectations.
Factors which could cause materially different results include, among others, uncertainties related to continued federal and state funding for highways and risks related to reductions in government
expenditures; the introduction and acceptance of the Company's products and services; the successful completion and integration of acquisitions; an unfavorable change in product sales mix; seasonality
along with the extent and timing of the award of large contracts; the cyclical nature of the Company's governmental markets; competitive and pricing pressures; increasing raw material costs; excess
manufacturing capacity; weather conditions; acts of war and terrorist activities; the possible impairment of intangible assets; and general economic conditions.

ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the information provided in Item 7.A. of the Company's Annual Report on Form 10-K for the year ended
June 30, 2002.

ITEM 4.    Controls and Procedures

Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports that are filed or submitted
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that are filed under the Exchange Act is accumulated and
communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision of
and with the participation of management, including the principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures within 90 days of the filing date of this quarterly report, and, based on its evaluation, our principal executive officer and principal financial officer have
concluded that these controls and procedures are effective.

Although
the Company believes its pre-existing disclosure controls and procedures were adequate to enable it to comply with current disclosure obligations, the Company implemented minor
changes, primarily to formalize and document procedures already in place. The Company has also established a disclosure committee, which consists of certain members of the Company's management. The
Company is currently in the process of further reviewing, documenting and refining its disclosure controls and procedures, including internal controls and procedures, in order to enhance their
effectiveness.

There
have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation described above,
including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART IIOTHER INFORMATION

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

ITEM 4.    Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Shareholders was held on November 15, 2002. The matters voted on at the Annual Meeting were as follows:

Messrs. Jezuit
and Gorey were elected and all other matters were approved as a result of the following shareholder votes:

|                                       |                  | FOR       |           | AGAINST |  | ABSTAIN OR WITHHELD
|-------------------------------------- | ---------------- | --------- | --------- | ------- |  | -------------------
|ELECTION OF DIRECTORS                  |                  |           |           |         |  |                    
|                                       | Leslie J. Jezuit |           | 6,518,962 |         |  |                    
|                                       | Daniel P. Gorey  |           | 6,519,714 |         |  |                    
|APPROVAL OF PRICEWATERHOUSECOOPERS LLP |                  | 6,598,369 |           | 445,163 |  | 6,234              

ITEM 6.    Exhibits and Reports on Form 8-K

99.
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

None

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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 December 31, 2002 to be signed on its behalf by the undersigned thereunto duly authorized.

|       |  |                   |  | QUIXOTE CORPORATION                                                                                                          
|------ |  | ----------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|DATED: |  | February 11, 2003 |  | /s/DANIEL P. GOREYDaniel P. GoreyChief Financial Officer, Vice President and Treasurer (Chief Financial & Accounting Officer)

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CERTIFICATIONS

I,
Leslie J. Jezuit, certify that:

1.    I
have reviewed this quarterly report on Form 10-Q of Quixote Corporation.

2.    Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

3.    Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4.    The
registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|Date: |  | February 11, 2003 |  | /s/LESLIE J. JEZUITLeslie J. Jezuit
President and Chief Excutive Officer
|----- |  | ----------------- |  | ------------------------------------------------------------------------

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I, Daniel P. Gorey, certify that:

1.    I
have reviewed this quarterly report on Form 10-Q of Quixote Corporation.

2.    Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

3.    Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4.    The
registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: |  | February 11, 2003 |  | /s/DANIEL P. GOREYDaniel P. Gorey
Vice President, Chief Financial Officer and Treasurer
|----- |  | ----------------- |  | ---------------------------------------------------------------------------------------

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