September 4, 1998


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

     Re:  Quixote Corporation, Registration Statement on Form S-8

Ladies and Gentlemen:

     On behalf of Quixote Corporation (the "Company"), following via EDGAR
transmission is a Registration Statement on Form S-8 complete with exhibits. 
The required registration fee of $1,412.59 has been paid by the Company by
wire transfer.

     The Registration Statement covers a proposed offering of up to 385,000
additional shares of the Company's Common Stock, par value $.01-2/3 per share,
issuable under the Company's 1993 Long Term Stock Ownership Incentive Plan, as
amended, and 1991 Directors Stock Option Plan, as amended, both of which were
approved by the stockholders in November, 1997.

     It is our understanding that this Registration Statement will become
effective automatically on filing pursuant to Rule 462 of the Commission.

     Should the Staff have any comments or questions or desire any additional
information, please telephone the undersigned at (312) 467-6755.

                                           Sincerely yours,

                                           /s/ Joan R. Riley
                                           ------------------
                                           Joan R. Riley
                                           General Counsel

AHS:cp
cc:  Anne Hamblin Schiave



     As filed with the Securities and Exchange Commission on September 4, 1998

                          Registration Statement No. 
                                                    -------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549

                                    FORM S-8

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

             Delaware                                   36-2675371
     (State of Incorporation)            (I.R.S. Employer Identification No.)


                One East Wacker Drive, Chicago, Illinois    60601
                (Address of Principal Executive Offices)  (Zip Code)

         QUIXOTE CORPORATION 1993 LONG-TERM STOCK OWNERSHIP INCENTIVE 
         PLAN (FORMERLY KNOWN AS THE 1991 INCENTIVE STOCK OPTION PLAN)
                 QUIXOTE CORPORATION 1991 DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)

                                       Joan R. Riley
                               Secretary and General Counsel
                                    Quixote Corporation
                                   One East Wacker Drive
                                   Chicago, Illinois 60601
                         (Name and address of agent for service)

                                      (312) 467-6755
            (Telephone number, including area code, of agent for service)

                            Calculation of Registration Fee


                                          Proposed    Proposed
          Title                           Maximum     Maximum       Amount
        Securities            Amount      Offering   Aggregate        of
         to be                Being       Price Per  Offering     Registration
       Registered            Registered    Share (1)  Price (1)       Fee

     Common Stock             385,000      $12.4375 $4,788,437.50    $1,412.59 
    $.01-2/3 Par             Shares

(1)  Estimated solely for purposes of calculating the registration fee under
Rule 457(h), based upon the average of the high and low prices as reported by
the NASDAQ National Market System on September 1, 1998.


       Incorporation of Previously Filed Registration Statement

As provided by General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8, File No. 33-74488 are incorporated by
reference into this Registration Statement.

                                        PART II
                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.   EXHIBITS

4(a).     Quixote Corporation 1991 Directors Stock Option Plan, as amended,    
          and
4(b).     Quixote Corporation 1993 Long-Term Incentive Stock Plan, as amended

5.        Opinion of Counsel

23.1      Consent of PricewaterhouseCoopers L.L.P.

23.2*     Consent of Joan R. Riley, Esq.

24        Powers of Attorney


         *Not filed; incorporated in Exhibit 5       


                                    SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing of Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois on the
21st day of August, 1998.


                             QUIXOTE CORPORATION           


                                           By: /s/ Leslie J. Jezuit
                                              ----------------------
                                           Its: President
                                               ---------------------


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

       SIGNATURE                     TITLE                    DATE
       ---------                     -----                    ----

/s/ Philip E. Rollhaus, Jr.      Chairman, Chief Executive    August 21, 1998
---------------------------      Officer and Director 
Philip E. Rollhaus, Jr.          (Principal Executive Officer)

/s/ Daniel P. Gorey              Chief Financial Officer      August 21, 1998
-------------------              Vice President and 
Daniel P. Gorey                  Treasurer

/s/ James H. DeVries             Director                     August 21, 1998
--------------------
James H. DeVries

/s/ William G. Fowler            Director                     August 21, 1998
---------------------
William G. Fowler

/s/ Leslie J. Jezuit             President and Director       August 21, 1998
--------------------
Leslie J. Jezuit

/s/ Lawrence C. McQuade          Director                     August 21, 1998
-----------------------
Lawrence C. McQuade

/s/ Robert D. van Roijen, Jr.    Director                     August 21, 1998
-----------------------------
Robert D. van Roijen, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6640}]
{"company-data": {"conformed-name": "QUIXOTE CORP", "cik": "0000032870", "assigned-sic": "3652", "irs-number": "362675371", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62933", "film-number": "98704687"}, "business-address": {"street1": "ONE E WACKER DR", "street2": "STE 3000", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3124676755"}, "mail-address": {"street1": "ONE EAST WACKER DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60601"}, "former-company": {"former-conformed-name": "ENERGY ABSORPTION SYSTEMS INC", "date-changed": "19800815"}}
September 4, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

     Re:  Quixote Corporation, Registration Statement on Form S-8

Ladies and Gentlemen:

     On behalf of Quixote Corporation (the "Company"), following via EDGAR
transmission is a Registration Statement on Form S-8 complete with exhibits. 
The required registration fee of $1,412.59 has been paid by the Company by
wire transfer.

     The Registration Statement covers a proposed offering of up to 385,000
additional shares of the Company's Common Stock, par value $.01-2/3 per share,
issuable under the Company's 1993 Long Term Stock Ownership Incentive Plan, as
amended, and 1991 Directors Stock Option Plan, as amended, both of which were
approved by the stockholders in November, 1997.

     It is our understanding that this Registration Statement will become
effective automatically on filing pursuant to Rule 462 of the Commission.

     Should the Staff have any comments or questions or desire any additional
information, please telephone the undersigned at (312) 467-6755.

                                           Sincerely yours,

                                           /s/ Joan R. Riley
                                           ------------------
                                           Joan R. Riley
                                           General Counsel

AHS:cp
cc:  Anne Hamblin Schiave

     As filed with the Securities and Exchange Commission on September 4, 1998

                          Registration Statement No. 
                                                    -------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549

                                    FORM S-8

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

             Delaware                                   36-2675371
     (State of Incorporation)            (I.R.S. Employer Identification No.)

                One East Wacker Drive, Chicago, Illinois    60601
                (Address of Principal Executive Offices)  (Zip Code)

         QUIXOTE CORPORATION 1993 LONG-TERM STOCK OWNERSHIP INCENTIVE 
         PLAN (FORMERLY KNOWN AS THE 1991 INCENTIVE STOCK OPTION PLAN)
                 QUIXOTE CORPORATION 1991 DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)

                                       Joan R. Riley
                               Secretary and General Counsel
                                    Quixote Corporation
                                   One East Wacker Drive
                                   Chicago, Illinois 60601
                         (Name and address of agent for service)

                                      (312) 467-6755
            (Telephone number, including area code, of agent for service)

                            Calculation of Registration Fee

                                          Proposed    Proposed
          Title                           Maximum     Maximum       Amount
        Securities            Amount      Offering   Aggregate        of
         to be                Being       Price Per  Offering     Registration
       Registered            Registered    Share (1)  Price (1)       Fee

     Common Stock             385,000      $12.4375 $4,788,437.50    $1,412.59 
    $.01-2/3 Par             Shares

(1)  Estimated solely for purposes of calculating the registration fee under
Rule 457(h), based upon the average of the high and low prices as reported by
the NASDAQ National Market System on September 1, 1998.

       Incorporation of Previously Filed Registration Statement

As provided by General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8, File No. 33-74488 are incorporated by
reference into this Registration Statement.

                                        PART II
                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.   EXHIBITS

4(a).     Quixote Corporation 1991 Directors Stock Option Plan, as amended,    
          and
4(b).     Quixote Corporation 1993 Long-Term Incentive Stock Plan, as amended

5.        Opinion of Counsel

23.1      Consent of PricewaterhouseCoopers L.L.P.

23.2*     Consent of Joan R. Riley, Esq.

24        Powers of Attorney

         *Not filed; incorporated in Exhibit 5       

                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing of Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois on the
21st day of August, 1998.

                             QUIXOTE CORPORATION           

                                           By: /s/ Leslie J. Jezuit
                                              ----------------------
                                           Its: President
                                               ---------------------

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

       SIGNATURE                     TITLE                    DATE
       ---------                     -----                    ----

/s/ Philip E. Rollhaus, Jr.      Chairman, Chief Executive    August 21, 1998
---------------------------      Officer and Director 
Philip E. Rollhaus, Jr.          (Principal Executive Officer)

/s/ Daniel P. Gorey              Chief Financial Officer      August 21, 1998
-------------------              Vice President and 
Daniel P. Gorey                  Treasurer

/s/ James H. DeVries             Director                     August 21, 1998
--------------------
James H. DeVries

/s/ William G. Fowler            Director                     August 21, 1998
---------------------
William G. Fowler

/s/ Leslie J. Jezuit             President and Director       August 21, 1998
--------------------
Leslie J. Jezuit

/s/ Lawrence C. McQuade          Director                     August 21, 1998
-----------------------
Lawrence C. McQuade

/s/ Robert D. van Roijen, Jr.    Director                     August 21, 1998
-----------------------------
Robert D. van Roijen, Jr.