<PAGE>

                                                                EXHIBIT 3(b)


                                    AMENDED AND
                                      RESTATED
                                      BY-LAWS
                                          
                                         OF
                                          
                                QUIXOTE CORPORATION
                              (A Delaware Corporation)
                                          
                           as adopted on March 16, 1991,
                        and as amended through July 13, 1998
                                          
  (the Corporation was named Energy Absorption Systems, Inc. from July 14, 1969
                                 to June 30, 1980)
                                          
                                          
                                     ARTICLE I
                                          
                                OFFICES AND RECORDS

     SECTION 1.1.  DELAWARE OFFICE.  The principal office of the Corporation 
in the State of Delaware shall be located in the City of Wilmington, County 
of New Castle, and the name and address of its registered agent is The 
Corporation Trust Company, No. 100 West Tenth Street, Wilmington, Delaware.

     SECTION 1.2.  OTHER OFFICES.  The Corporation may have such other 
offices, either within or without the State of Delaware, as the Board of 
Directors may designate or as the business of the Corporation may from time 
to time require.

     SECTION 1.3.  BOOKS AND RECORDS.  The books and records of the 
Corporation may be kept outside the State of Delaware at such place or places 
as may from time to time be designated by the Board of Directors.

                                     ARTICLE II
                                          
                                    STOCKHOLDERS

     SECTION 2.1.  ANNUAL MEETING.  The annual meeting of the stockholders of 
the Corporation shall be held on such date and at such place and time during 
the period commencing at 12:01 A.M. (Chicago Time) on October 1 and ending 
11:59 P.M. (Chicago Time) on December 10 in each year as may be fixed by 
resolution of the Board of Directors adopted at least ten days prior to the 
date so fixed, for the purpose of electing directors and for the transaction 
of such other business as may properly come before the meeting.  If, in any 
year the Board of Directors shall not fix an annual meeting date, place

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and time by the end of the 10th day next preceding the third Friday of 
October in that year, then the date, place and time of the annual meeting in 
such year shall be on the third Friday of October at the principal office of 
the Corporation in Chicago, Illinois at the hour of 10:30 A.M. (Chicago 
Time).  If the date of the annual meeting shall be a legal holiday in the 
State where such meeting is to be held, such meeting shall be held on the 
next succeeding business day.

     SECTION 2.2.  SPECIAL MEETINGS.  Special meetings of the stockholders 
shall be called at any time by the Chairman, President or a majority of the 
Board of Directors.

     SECTION 2.3.  PLACE OF MEETING.  The Board of Directors may designate 
the place of meeting for any annual meeting or for any special meeting called 
by the Board of Directors.  If no designation is made by the Board of 
Directors or if a special meeting be otherwise called, the place of meeting 
shall be the principal office of the Corporation in Chicago, Illinois.

     SECTION 2.4.  NOTICE OF MEETING.  Written or printed notice stating the 
date, place and time of the meeting, and, in the case of a special meeting, 
the purpose and purposes for which the meeting is called, shall be given as 
required by the General Corporation Law of the State of Delaware.

     SECTION 2.5.  FIXING OF RECORD DATE.  For the purpose of determining 
stockholders entitled to notice of or to vote at any meeting of stockholders 
or any adjournment thereof, or stockholders entitled to receive payment of 
any dividend, or in order to make a determination of stockholders for any 
other proper purpose, the Board of Directors may fix in advance a date as the 
record date for any such determination of stockholders, such date to be not 
less than ten (10) days nor more than sixty (60) days prior to the date of 
the meeting or of the payment of a dividend or such other event.  If no 
record date is fixed, the record date for such determination of stockholders 
shall be (a) the close of business on the day next preceding the date on 
which notice of the meeting is mailed, (b) the date on which the resolution 
of the Board of Directors declaring such dividend is adopted, or (c) the date 
on which notice is given to stockholders involving an event requiring a 
record date, as the case may be. When a determination of stockholders 
entitled to vote at any meeting of stockholders has been made as provided in 
this Section, such determination shall apply to any adjournment thereof.

     SECTION 2.6.  QUORUM.  A majority of the outstanding shares entitled to 
vote shall constitute a quorum at meetings of stockholders, except that when 
specified business is to be voted on by a class or series, voting as a class, 
the holders of a majority of the shares of such class or series shall 
constitute a quorum for the transaction of such business.  At all meetings of 
stockholders all questions shall be determined by a majority vote of the 
stockholders entitled to vote present in person or by proxy, except as 
otherwise provided by law or the Certificate of Incorporation or these 
By-Laws.

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     SECTION 2.7.  PROXIES.   At all meetings of stockholders, a stockholder 
may vote by proxy. Without limiting the manner in which a stockholder may 
authorize another person or persons to act for him as proxy, the following 
are valid means of granting such authority.  A stockholder may execute a 
writing authorizing another person or persons to act for him as proxy.  
Execution may be accomplished by the stockholder or his authorized officer, 
director, employee or agent signing such writing or causing his or her 
signature to be affixed to such writing by any reasonable means including, 
but not limited to, by facsimile signature.  A stockholder may also authorize 
another person or persons to act for him as proxy by transmitting or 
authorizing the transmission of a telegram, cablegram or other means of 
electronic transmission to the person who will be the holder of the proxy or 
to a proxy solicitation firm, proxy support service organization or like 
agent duly authorized by the person who will be the holder of the proxy to 
receive such transmission, provided that any such telegram, cablegram or 
other means of electronic transmission must either set forth or be submitted 
with information from which it can be determined that the telegram, cablegram 
or other electronic transmission was authorized by the stockholder.  If it is 
determined that such telegrams, cablegrams or other electronic transmissions 
are valid, the inspectors or, if there are no inspectors, such other persons 
making that determination shall specify the information upon which they 
relied.  Any copy, facsimile telecommunication or other reliable reproduction 
of the writing or transmission created pursuant to this section may be 
substituted or used in lieu of the original writing or transmission for any 
and all purposes for which the writing or transmission could be used, 
provided that such copy, facsimile telecommunication or other reproduction 
shall be a complete reproduction of the entire original writing or 
transmission.  No proxy shall be valid after eleven (11) months from the date 
of its execution, unless the proxy shall otherwise provide.

     SECTION 2.8.  JUDGES OF ELECTION.  The Secretary of the Corporation, or 
any Assistant Secretary of the Corporation in the absence of the Secretary, 
shall serve as the Judge of each meeting of stockholders, provided, however, 
that the Chairman of the Board of the Corporation at his discretion may 
appoint, in place of the Secretary or any Assistant Secretary of the 
Corporation, three (3) judges of election to serve with respect to such 
meeting of stockholders, and if any judge so appointed shall refuse to serve 
or shall not be present at such stockholders' meeting, he shall be replaced 
by the Chairman of the Board of Directors in advance of such meeting or in 
advance of any voting at such meeting.  All voting at stockholders' meetings 
shall be conducted solely under the direction of the judge(s), and the 
decision of the judge, or a majority of the judges if more than one, as to 
the outcome of all voting at such meetings shall be binding upon the 
Corporation and its stockholders in the absence of actual fraud in the 
decision of the judge(s).  Any competent person over the age of 21 may be 
appointed as a judge of election.

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     (a)  In fulfilling the obligations hereunder, the judge(s) shall have 
the following responsibilities:  (1) to determine whether the meeting itself 
is legally constituted for the purpose of the stockholders' action;  (2) to 
determine the validity and effect of proxies and the authority of the person 
or persons designated in such proxies to vote pursuant thereto;  (3) to 
determine the validity and effect of ballots cast for the matters to be voted 
on by the stockholders; and  (4) to do all other acts and make all other 
determinations necessary or appropriate in connection with conducting the 
voting and deciding the results thereof.

     (b)  In discharging any or all of the aforementioned responsibilities, 
the judge(s)  (1) shall not have the duty of determining the names or 
addresses of the registered stockholders of the Corporation entitled to vote 
at such meeting, but may rely on a dated list of such stockholders if 
certified by either the transfer agent or the Secretary of the Corporation 
and if the date of such list coincides with the record date as fixed pursuant 
to these By-Laws, and  (2) shall not have the duty of determining the date of 
mailing of the notices of the meeting or the persons to whom notices were 
sent, but may rely on a certificate of the transfer agent or the Secretary of 
the Corporation containing such information.

     (c)  To aid them in carrying out any of the aforementioned duties, the 
judge(s) shall have the authority, but not the obligation, to appoint agents, 
including, but not necessarily limited to, accountants, attorneys and 
custodians.  Any such agents so appointed shall be responsible only to the 
judge(s).

     (d)  The judge(s) shall be entitled to possession of all ballots, 
together with any accompanying proxies, cast by the stockholders.  The 
judge(s) shall retain possession, but not necessarily the physical custody, 
of such ballots and proxies until they have determined the results of the 
election, at which time they shall deliver such ballots and proxies, and 
certify the results of the election, to the secretary of the meeting.

     (e)  Judge(s) shall be entitled to reimbursement from the Corporation 
for all expenses reasonably incurred by them in connection with the discharge 
of their responsibilities as judges, including fees and expenses of any 
agents appointed pursuant to the provisions of these By-Laws, and, in 
addition, the Corporation shall pay the judge(s) a fee commensurate with the 
services rendered and the responsibilities undertaken by them.

                                    ARTICLE III
                                          
                                 BOARD OF DIRECTORS


     SECTION 3.1.  GENERAL POWERS.  The business and affairs of the Corporation
shall be managed by its Board of Directors.  In addition to the powers and
authority expressly

<PAGE>


conferred  upon them by these By-Laws, the Board of Directors may exercise 
all such powers of the Corporation and do all such lawful acts and things as 
are not by statute or by the Certificate of Incorporation or by these By-Laws 
required to be exercised or done by the stockholders.

     SECTION 3.2.  NUMBER, TENURE AND QUALIFICATIONS.  The number of 
directors of the Corporation shall be six.  Each director shall hold office 
until the third succeeding annual meeting of stockholders or until his 
successor shall have been elected and qualified.  Directors need not be 
residents of the State of Delaware or stockholders of the Corporation.  
Directors may be nominated for office in advance of the annual meeting of 
stockholders.

     SECTION 3.3.  CLASSES OF DIRECTORS.  As provided in the Certificate of 
Incorporation, the directors shall be divided into three classes, as nearly 
equal in number as possible.  At each annual meeting, directors to replace 
those whose term expires at such annual meeting shall be elected to hold 
office until the third succeeding annual meeting or until his successor shall 
have been elected and qualified.  If the number of directors is changed, any 
newly created directorships or decrease in directorships shall be so 
apportioned among the classes as to make all classes as nearly equal in 
number as possible.  No decrease in the Board shall shorten the term of any 
incumbent director.

<PAGE>


     As used in these By-Laws, "entire Board of Directors" means the total 
number of directors which the Corporation would have if there were no 
vacancies. Except as otherwise provided in the Certificate of Incorporation 
or the By-Laws, vacancies occurring in the Board of Directors may be filled 
for the unexpired term by a majority vote of the remaining directors.

     SECTION 3.4.  CONDUCT OF MEETINGS.  The Board of Directors shall adopt 
such rules and regulations for the conduct of the meetings and management of 
the affairs of the Corporation as it may deem proper, not inconsistent with 
the laws of the State of Delaware or these By-Laws.  As soon as practicable 
after the annual meeting of stockholders, the Board of Directors shall meet 
for the purpose of organization and the transaction of business.

     SECTION 3.5.  REGULAR MEETINGS.  The Board of Directors may, by 
resolution, provide the time and place for the holding of regular meetings 
without other notice than such resolution.

     SECTION 3.6.  SPECIAL MEETINGS.  Special meetings of the Board of 
Directors shall be called at the request of the Chairman of the Board, the 
President or any two directors.  The person or persons authorized to call 
special meetings of the Board of Directors may fix the place and time for 
such meetings.

     SECTION 3.7.  NOTICE.  Notice of any special meeting shall be given to 
each director at his business address in writing or by telegram or by 
telephone communication.  If mailed, such notice shall be deemed adequately 
delivered when deposited in the United States mail so addressed, with postage 
thereon prepaid at least five (5) days before such meeting.  If by telegram, 
such notice shall be deemed adequately delivered when the telegram is 
delivered to the telegraph company at least twenty-four (24) hours before 
such meeting.  If by telephone, the notice shall be given at least twelve 
(12) hours prior to the time set for the meeting.  Neither the business to be 
transacted at, nor the purpose of, any regular or special meeting of the 
Board of Directors need be specified in the notice of such meeting, except 
for amendments to these By-Laws as provided under Article VII.  Notice of any 
special or regular meeting shall be waived if the director is present at any 
special or regular meeting.

     SECTION 3.8.  QUORUM.  A majority of the number of directors fixed by 
Section 3.2 of this Article III shall constitute a quorum for the transaction 
of business at any meeting of the Board of Directors, but if less than such 
majority is present at the meeting, a majority of the directors present may 
adjourn the meeting from time to time without further notice.  The act of a 
majority of the directors present at a meeting at which a quorum is present 
shall be the act of the Board of Directors.  The directors present at a duly 
organized meeting may continue to transact business until adjournment 
notwithstanding the withdrawal of enough directors to leave less than a 
quorum.

<PAGE>

     SECTION 3.9  VACANCIES.  Vacancies and newly created directorships 
resulting from any increase in the authorized number of directors may be 
filled by the affirmative vote of a majority of the remaining directors, 
though less than a quorum of the Board of Directors.  If the vacancy occurs 
less than sixty days before the annual meeting of stockholders, the director 
shall serve until the annual meeting succeeding the next annual meeting of 
stockholders, at which such meeting the stockholders shall appoint the 
director to fill the term of director  If the vacancy occurs greater than 
sixty days before the annual meeting of stockholders, the director shall 
serve until the next annual meeting of stockholders at which such meeting the 
stockholders shall appoint the director to fill the term.  If the size of the 
Board of Directors is enlarged or increased and a director is appointed to 
fill the new directorship, the Board of Directors may designate the term of 
the director appointed to fill the new directorship.  No decrease in the size 
of the Board of Directors shall shorten the term of any incumbent director.

     SECTION 3.10  COMMITTEES.  The Board of Directors, by resolution or 
resolutions passed by three-fourths of the entire Board of Directors, may 
designate from among its members an executive committee and other committees, 
each consisting of three or more directors, and each of which, to the extent 
provided in the Certificate of Incorporation, the By-Laws and in such 
resolution or resolutions, shall have the authority of the Board of 
Directors, except as may be provided otherwise by law.  The Chairman of the 
Board and the President shall be members EX OFFICIO of any executive 
committee or finance committee.  An executive committee or any other 
committee shall act only at such times as the Board of Directors is not in 
session and in no case to the exclusion of the right of the Board of 
Directors at any time to act as a Board upon any business of the Corporation. 
 Each such committee shall cease to exist and function in any capacity upon 
the termination of its authority by resolution or resolutions passed by a 
majority of the entire Board of Directors.

     All action by any committee of the Board of Directors shall be referred 
to the Board of Directors at its meeting next succeeding such action, and 
shall be subject to revision or alteration by the Board of Directors, 
provided that no rights or acts of third parties shall be affected by any 
such revision or alteration.  Subject to such applicable resolutions as may 
be adopted by the Board, each committee shall fix its own rules of procedure 
and shall meet where and as provided in such rules, but in any case the 
presence of a majority shall be necessary to constitute a quorum.

                                     ARTICLE IV
                                          
                                      OFFICERS

     SECTION 4.1.  ELECTED OFFICERS.  The elected officers of the Corporation 
shall be a Chairman of the Board, President, one or more Vice Presidents (the 
number thereof to be determined by the Board of Directors and one or more of 
whom may be designated as Executive Vice President), a Secretary, a Corporate 
Record Keeper, a Treasurer, and one

<PAGE>

or more Assistant Secretaries and one or more Assistant Treasurers (the 
number thereof to be determined by the Board of Directors).  Any two or more 
offices may be held by the same person, except the offices of President and 
Secretary or Assistant Secretary.  The Board of Directors may create such 
other office or offices from time to time as shall in its judgment be 
necessary or convenient and shall have power to prescribe the duties and 
authority of the officers elected thereto by the Board of Directors.

     SECTION 4.2.  ELECTION AND TERM OF OFFICE.  The elected officers of the 
Corporation shall be elected annually by the Board of Directors at the 
regular meeting of the Board of Directors held after each annual meeting of 
the stockholders.  If the election of officers shall not be held at such 
meeting, such election shall be held as soon thereafter as conveniently may 
be.  Each officer shall hold office until his successor shall have been duly 
elected and shall have qualified or until his death or until he shall resign 
or shall have been removed.

     SECTION 4.3.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be 
the chief executive officer of the Corporation and shall preside at all 
meetings of the Board of Directors and of the stockholders.  He shall 
exercise the powers and perform the duties usual to the chief executive 
officer and have general responsibility for the business and affairs of the 
Corporation.  Subject to the control and direction of the Board of Directors, 
the Chairman of the Board shall define the Corporation's long-term 
objectives, and consider and evaluate particular markets for the 
Corporation's future activities, as well as be generally responsible for the 
business and affairs of the Corporation.  He shall see that all orders and 
resolutions of the Board of Directors are carried into effect and shall do 
and perform such other duties as from time to time may be assigned to him by 
the Board of Directors or these By-laws, and as are incident to the office of 
the chief executive officer.  The Chairman of the Board shall have the power 
to execute bonds, mortgages and other contracts, agreements and instruments 
of the Corporation.

     SECTION 4.4.  PRESIDENT.  The President shall be the chief operating and 
administrative officer of the Corporation, and subject to the control and 
direction of the Board of Directors and the Chairman of the Board, shall 
direct, supervise and administer the affairs and daily operation of the 
business of the Corporation, including but not limited to supervision of the 
operations, performance and direction of the Corporation's subsidiaries and 
their activities.  In the absence or disability of the Chairman of the Board, 
the President shall preside at all meetings of the Board of Directors and of 
the stockholders, and otherwise shall exercise all of the duties of the 
Chairman of the Board.  The President shall have the power to execute bonds, 
mortgages and other contracts, agreements and instruments of the Corporation 
and to perform such other duties as from time to time may be assigned to him 
by the Board of Directors, the Chairman of the Board, or these By-Laws and as 
are incident to the office of President.

     SECTION 4.5.  VICE PRESIDENTS.  The Vice Presidents, one or more of whom 
may be designated Executive or Administrative Vice Presidents, shall perform 
such duties in such capacities or as heads of their respective operating 
divisions as may be assigned by

<PAGE>

the Board of Directors, the Chairman of the Board or the President and shall 
report to such person or persons with respect to the performance of such 
duties as the Board of Directors, the Chairman of the Board or the President 
may from time to time specify.  In the absence or incapacity of the Chairman 
of the Board and the President, the duties of the offices of the Chairman of 
the Board and President shall be performed by the Vice Presidents in the 
order of priority established by the Board, and unless and until the Board of 
Directors shall otherwise direct.

     SECTION 4.6.  SECRETARY TO THE BOARD OF DIRECTORS.  The Secretary to the 
Board of Directors shall have the duty to record the proceedings of the 
meetings of the stockholders and directors in a book to be kept for that 
purpose, and such other duties as the Board of Directors may delegate to 
implement their activities.

     SECTION 4.7.  CORPORATE RECORD KEEPER.  The Corporate Record Keeper 
shall (a) see that all notices are duly given in accordance with the 
provisions by these By-Laws or as required by law;  (b) be custodian of the 
corporate records and of the seal of the Corporation and see that the seal of 
the Corporation is affixed to all documents, the execution of which on behalf 
of the Corporation under its seal is duly authorized;  (c) keep a register of 
the post office address of each stockholder which shall be furnished to the 
Corporate Record Keeper by such stockholder;  (d) sign with the President or 
Vice President, certificates for shares of the Corporation, the issuance of 
which shall have been authorized by resolution of the Board of Directors;  
(e) have general charge of the stock transfer books of the Corporation; and  
(f) in general perform all duties incident to the office of Corporate Record 
Keeper and such other duties as from time to time may be assigned to him by 
the President or the Board of Directors.

     SECTION 4.8.  TREASURER.  If required by the Board of Directors, the 
Treasurer shall give a bond for the faithful discharge of his duties in such 
sum and with such surety or sureties as the Board of Directors shall 
determine.  He shall  (a) have charge and custody of and be responsible for 
all funds and securities of the Corporation,  (b) receive and give receipts 
for moneys due and payable to the Corporation from any source whatsover, and 
deposit all such moneys in the name of the Corporation in such banks, trust 
companies or other depositories as shall be selected by the Board of 
Directors, and  (c) in general perform all of the duties incident to the 
office of Treasurer and such other duties as from time to time may be 
assigned to him by the President or the Board of Directors.

     SECTION 4.9.  CONTROLLER.  The Board of Directors may elect a Controller 
who shall be responsible for all accounting and auditing functions of the 
Corporation and who shall perform such other duties as may from time to time 
be required of him by the Board of Directors.

     SECTION 4.10.  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The 
Assistant Secretary, or any of them if there be more than one, may sign with 
the Chairman or Vice-Chairman of the Board of Directors, President or a Vice 
President certificates for shares of the Corporation, the issuance of which 
shall have been authorized by resolution of the

<PAGE>


Board of Directors, and may attest the execution of contracts and other 
documents on behalf of the Corporation by duly authorized officers of the 
Corporation by affixing the corporate seal to such contracts and other 
documents.  The Assistant Treasurer, or any of them if there be more than 
one, shall, if required by the Board of Directors, give bond for the faithful 
discharge of his duties with such sums and with such sureties as the Board of 
Directors shall determine.  In general, the Assistant Secretaries and 
Assistant Treasurers shall perform such duties as shall be assigned to them 
by the Secretary or the Treasurer, respectively, or by the President or the 
Board of Directors.  The Assistant Secretaries in the order of their 
election, shall, in the absence or disability of the Secretary, perform the 
duties and exercise the powers of the Secretary.  The Assistant Treasurers, 
in order of their election, shall in the absence or disability of the 
Treasurer, perform the duties and exercise the powers of the Treasurer.

     SECTION 4.11.  APPOINTIVE OFFICERS.  Subject to the approval of the 
Chairman of the Board, the President may appoint other officers and agents on 
a division basis or otherwise, as such divisions or other operating units are 
created by the Board of Directors, and such other officers and agents shall 
receive such compensation, have such tenure and exercise such authority as 
the President shall specify.  All appointments made by the President 
hereunder and all terms and conditions thereof must be reported to the Board 
of Directors.  No appointive officer shall have any contractual rights 
against the corporation for compensation by virtue of such appointment beyond 
the date of the appointment of his successor, his death, his resignation, or 
his removal, whichever event shall first occur, except as otherwise provided 
in an employment contract or under an employee deferred compensation plan.

     SECTION 4.12.  SALARIES.  The salaries of the elected officers shall be 
fixed from time to time by the Board of Directors and no officer shall be 
prevented from receiving such salary by reason of the fact that he is also a 
director of the Corporation.

     SECTION 4.13.  REMOVAL.  Any officer elected by the Board of Directors 
may be removed by the vote of three-fourths of the entire Board of Directors. 
 No elected officer shall have any contractual rights against the Corporation 
for the compensation by virtue of such election beyond the date of the 
election of his successor, his death, his resignation or his removal, 
whichever event shall first occur, except as otherwise provided in an 
employment contract or under an employee deferred compensation plan.

     SECTION 4.14.  VACANCIES.  A newly created office or a vacancy in any 
office because of death, resignation, or removal may be filled by the Board 
of Directors for the unexpired portion of the term at any meeting of the 
Board of Directors.


<PAGE>

                                     ARTICLE V
                                          
                          STOCK CERTIFICATES AND TRANSFERS

     SECTION 5.1.  CERTIFICATES FOR SHARES.  Certificates representing shares 
of the Corporation shall be in such form as shall be determined by the Board 
of Directors.  Such certificates shall be signed by the Chairman or 
Vice-Chairman of the Board of Directors, or the President or a Vice 
President, and by the Treasurer or an Assistant Treasurer, or the Secretary 
or an Assistant Secretary and sealed with the corporate seal.  All 
certificates for shares shall be consecutively numbered or otherwise 
identified.  The name and address of the person to whom the shares are issued 
and dates of issue, shall be entered on the stock transfer books of the 
Corporation.  All certificates surrendered to the Corporation for transfer 
shall be canceled and no new certificate shall be issued until the former 
certificate for a like number of shares shall have been surrendered and 
canceled, except that in case of a lost, destroyed or mutilated certificate a 
new one may be issued therefor upon such terms and indemnity to the 
Corporation as the Board of Directors may prescribe.

     SECTION 5.2.  TRANSFER OF SHARES.  Transfer of shares of the Corporation 
shall be made only on the stock transfer books of the Corporation by the 
holder or record thereof or by his legal representative, who shall furnish 
proper evidence of authority to transfer, or by his attorney thereunto 
authorized by a power of attorney duly executed, and on surrender for 
cancellation of the certificate for such shares.  The person in whose name 
shares stand on the books of the Corporation shall be deemed by the 
Corporation to be the owner thereof for all purposes.

                                     ARTICLE VI
                                          
                              MISCELLANEOUS PROVISIONS
                                          
     SECTION 6.1.  FISCAL YEAR.  The fiscal year of the Corporation shall 
begin on the first day of July and end on the thirtieth day of June of each 
year.

     SECTION 6.2.  DIVIDENDS.  The Board of Directors may from time to time 
declare, and the Corporation may pay, dividends on its outstanding shares in 
the manner and upon the terms and conditions provided by law and its 
Certificate of Incorporation.

     SECTION 6.3.  SEAL.  The corporate seal may bear the emblem of some 
object, and shall have inscribed thereunder the words "Corporation Seal" and 
around the margin thereof the words "QUIXOTE CORPORATION, Delaware".

     SECTION 6.4.  WAIVER OF NOTICE.  Whenever any notice is required to be 
given to any stockholders or any director of the Corporation under the 
provisions of the General

<PAGE>

Corporation Law of the State of Delaware, a waiver thereof in writing, signed 
by the person or persons entitled to such notice, whether before or after the 
time stated therein, shall be deemed equivalent to the giving of such notice. 
Neither the business to be transacted at, nor the purpose of, any annual or 
special meeting of the stockholders or the Board of Directors need be 
specified in any waiver of notice of such meeting.

     SECTION 6.5.  AUDITS.  In the discretion of the Board of Directors the 
accounts, books and records of the Corporation may be audited upon the 
conclusion of each fiscal year by an independent certified public accountant 
selected by the Board of Directors.

     SECTION 6.6.  RESIGNATIONS.  Any director or any officer, whether 
elected or appointed, may resign at any time by serving written notice of 
such resignation on the President or the Secretary, and such resignation 
shall be deemed to be effective as of the close of business on the date said 
notice is received by the President or Secretary. No formal action shall be 
required of the Board of Directors or the stockholders to make any such 
resignation effective.

     SECTION 6.7.  PUBLIC CONTRACTS.  The following officers of the 
Corporation, or any of them, or any other person from time to time designated 
in writing by any one of said officers, are authorized to offer, make, sign, 
execute, submit, deliver and perform for and on behalf of the Corporation, or 
any operating divisions thereof, any bid or proposal or agreement or contract 
of this Corporation in connection with the offer for sale or sale of products 
or property to the United States, any state, any municipality, or any 
political subdivision, department, division, authority, commission or agency 
of any thereof, and to include in such bid, proposal, agreement or contract, 
or in any or all of them, any certificate as to non-collusion required by 
applicable law, as the act and deed of the Corporation, and for any 
inaccuracies or misstatements in such certificate the Corporation shall be 
liable under the penalties of perjury:

               The Chairman of the Board, the President, any Vice
          President, the Secretary, the Treasurer, any Assistant
          Secretary, any Assistant Treasurer, or any appointed
          divisional President or Vice President.


                                    ARTICLE VII
                                          
                                     AMENDMENTS

     SECTION 7.1.  AMENDMENTS.  The Board of Directors may make, alter, amend 
or repeal any of the By-Laws by the affirmative vote of at last a majority of 
the members of the entire Board of Directors as fixed by Section 3.2 of 
Article III of these By-Laws.

                                    ARTICLE VIII
                             
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            INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     SECTION 8.1.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  Except as 
prohibited by law, each person who was or is a party or threatened to be made 
a party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative including an 
internal corporation investigation or appeal ("Proceeding"), by reason of the 
fact that he is or was a director or officer of the Corporation or is or was 
serving at the request of the Corporation as a director, officer, fiduciary 
or trustee of another corporation, partnership, joint venture, trust, 
employee benefit plan, or any other enterprise, shall be indemnified against 
expenses, attorneys' fees and disbursements, judgments, fines, excise taxes, 
other penalties, and amounts paid in settlement actually and reasonably 
incurred by him in connection with such Proceeding to the full extent 
permitted by law.  Such indemnification shall extend to the payment of 
judgments against the directors and officers and to reimbursement of amounts 
paid in settlement of such claims or actions, and may apply to judgments in 
favor of the Corporation or amounts paid in settlement to the Corporation.

     The foregoing right of indemnification shall inure to each such director 
and officer, whether or not he is a director or officer at the time such cost 
or expenses are imposed or incurred, and whether or not the claim asserted 
against him is based on acts or omissions which occurred prior to or after 
the adoption of this By-law if the Proceeding is commenced after the adoption 
hereof, and in the event of his death, shall extend to his heirs, executors, 
and administrators.  If the director or officer is determined to be not 
entitled to full indemnification, he shall have the right to partial 
indemnification to the full extend permitted by law.  The right of 
indemnification provided in this Article shall not be exclusive of any other 
rights to which such director or officer may be entitled.  The foregoing 
provisions of this Section 8.1 shall be deemed to be a contract between the 
Corporation and each director and officer who serves in such capacity at any 
time while this Article VIII and the relevant provisions of the General 
Corporation Law and other applicable law, if any, are in effect, and any 
repeal or modification thereof shall not affect any rights or obligations 
then existing, with respect to any state of facts then or theretofore 
existing, or any Proceeding theretofore, or thereafter brought or threatened 
based in whole or in part upon any such state of facts.

     SECTION 8.2.  INDEMNIFICATION OF OTHER PERSONS.  Except as prohibited by 
law, each person who was or is a party or threatened to be made a party to 
any Proceeding by reason of the fact that he is or was an employee or agent 
of the Corporation or is or was serving at the request of the Corporation as 
an employee or agent of another corporation, partnership, joint venture, 
trust, employee benefit plan, or other enterprise, may be entitled to 
indemnification against expenses, attorneys' fees and disbursements, 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with the expense or settlement of such 
Proceeding to the fullest extent permitted by law; provided that such 
employee or agent acted in good faith and in a manner he reasonably believed 
to be in or not opposed to the interests of the Corporation

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or such other entity and, with respect to any criminal action or proceeding, 
had no reasonable cause to believe his conduct was unlawful.

     SECTION 8.3.  ADVANCEMENT OF EXPENSES.  Expenses incurred with respect to
any Proceeding shall be paid by the Corporation to any person entitled to
indemnification pursuant to Sections 8.1 or 8.2 in advance of the final
disposition of such Proceeding, upon receipt of an undertaking by or on behalf
of the recipient to repay such amount if it is ultimately determined that he is
not entitled to be indemnified by the Corporation.

     SECTION 8.4.  INSURANCE AND FUNDING.  The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
trustee, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, trustee, employee, or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such liability.

     The Corporation may create a trust fund, grant a security interest or use
other means (including, without limitation, a letter of credit) to assure the
payment of such sums as may become necessary to effect the indemnification
provided herein.