8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8 – K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

Date of Report:  April 27, 2005

QUIXOTE CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 0-7903

DELAWARE	36-2675371
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

35 EAST WACKER DRIVE, CHICAGO, ILLINOIS	60601
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code:     (312) 467-6755

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR   240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosures.

On April 27, 2005, the Registrant issued a press release announcing its third quarter of fiscal 2005 financial results.

Management disclosed certain information about the first nine months of fiscal year 2005, which may be considered important to certain stockholders. Capital expenditures were approximately $3 million and depreciation and amortization expense was approximately $4.3 million for the first nine months of fiscal year 2005.

Management also disclosed certain information regarding segment results for the third quarter of fiscal 2005.  The Protect and Direct segment recorded approximately $4 million in operating profit on $18 million of sales.  The Inform segment recorded an operating loss of approximately $1.9 million on $16 million of sales.  Unallocated corporate expenses were approximately $2.3 million.

The conference call was recorded and is available for replay through May 4, 2005.  To access the replay, please call (706) 645-9291 and enter passcode 5426978; the recorded web cast will also be available at “www.quixotecorp.com”.

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements include statements regarding the Registrant’s expectations, beliefs, intentions, plans, projections, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are not historical facts.  Actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report.  Forward-looking statements are subject to numerous risks, uncertainties and assumptions about the Registrant and its business.  These risks and uncertainties are discussed in the Registrant’s annual report on Form 10-K for the year ended June 30, 2004 and the quarterly report on Form 10-Q for the quarter ended December 31, 2004.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Registrant does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  For those statements, the Registrant claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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Item 9.01Financial Statements and Exhibits.

The following Exhibit is included herein:

(c)Exhibits

99Press Release issued by Quixote Corporation, dated April 27, 2005.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		QUIXOTE CORPORATION
DATE:	April 27, 2005	/s/ Daniel P. Gorey
		DANIEL P. GOREY
		Vice President, Chief Financial
		Officer and Treasurer
		(Chief Financial & Accounting
		Officer)

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EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

FOR:QUIXOTE CORPORATION
CONTACT:	Daniel P. Gorey Chief Financial Officer Joan R. Riley Director of Investor Relations (312) 467-6755	Investor Relations: Christine Mohrmann/Jim Olecki Financial Dynamics (212) 850-5600

QUIXOTE CORPORATION REPORTS FISCAL 2005 THIRD QUARTER RESULTS

CHICAGO, IL, April 27, 2005 — Quixote Corporation (Nasdaq: QUIX) today reported results for its third quarter ended March 31, 2005.

For the fiscal 2005 third quarter, net sales were $34,952,000, compared to net sales of $36,169,000 in the third quarter of fiscal 2004.  The operating loss was $231,000 in the fiscal 2005 third quarter, compared to an operating loss of $459,000 in the year ago period.  For the third quarter of fiscal 2005, the net loss was $741,000, or $0.08 per diluted share, compared with net earnings of $446,000, or $0.05 per diluted share, in the third quarter of fiscal 2004.  As previously announced, the Company’s fiscal 2004 third quarter results included a benefit for income taxes of $1,249,000, or $0.14 per diluted share, related to the favorable settlement of a tax audit during the quarter.

For the fiscal 2005 nine-month period, net sales totaled $106,386,000, compared to $110,847,000 in the first nine months of fiscal 2004.  The Company reported an operating loss for the fiscal 2005 nine-month period of $1,527,000, compared to operating income of $4,877,000 in the same period a year ago.  The net loss for the first nine months of fiscal 2005 was $2,041,000, or $0.23 per diluted share, compared to net earnings of $3,233,000, or $0.37 per diluted share, in the fiscal 2004 nine-month period.

Leslie J. Jezuit, Chairman and Chief Executive Officer, commented, “Our 2005 fiscal third quarter results were in line with our previous expectations.  These results continue to reflect the impact of the slowdown in demand for our products resulting from delays in the passage of federal highway legislation and constraints on state and municipal spending.  Despite these issues, however, we began to see improved performance during the quarter within our Protect and Direct Group, as revenues increased 9% compared to the third quarter last year.  This was due in part to international sales which increased 16% over the third quarter last year.  The revenue increase led to solid profitability improvements within the Protect and Direct Group, despite the impact of higher raw material costs during the quarter.  This growth was offset, however, by continued soft performance within the Inform Group, as sales declined 14% for this Group during the quarter primarily due to lower sales of intersection control products.”

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Mr. Jezuit continued, “During the quarter, we continued to take actions to better adapt our company to the current market environment and to ensure that we have the financial strength to make investments in future growth. During this third quarter of fiscal 2005, we sold $40 million of 7% Convertible Senior Subordinated Notes with an ultimate maturity date of February 15, 2025 in a private placement.  Proceeds from the private placement were used to pay down our term and revolving credit facilities.  We also entered into a new bank credit agreement on more favorable terms, with a revolving credit facility of $30 million, giving us additional financial flexibility.”

Mr. Jezuit concluded, “While the lack of a definitive federal highway funding bill continues to affect our short-term results and visibility, we have seen encouraging reports that a bill may be approved in the near future.  Although we continue to believe that we will not realize the full benefit of a bill’s passage until fiscal 2006, we have begun to see an increase in bidding activity as we progress into the spring construction season that provides us with cautious optimism.  Despite current industry conditions, we continue work on the development of new and innovative products for the marketplace in anticipation of a more robust transportation funding environment.  Given current market conditions, we expect diluted earnings per share for the fourth quarter of fiscal 2005 to be between $0.14 and $0.20.”

Quixote Corporation will be hosting a telephone conference call at 10 a.m., Eastern Time, today, April 27, 2005, to further discuss its quarterly results and corporate developments.  This conference call will be broadcast simultaneously over the Internet at www.quixotecorp.com and may be accessed and listened to by clicking the icon on the Company’s homepage.

Quixote Corporation, (www.quixotecorp.com), through its wholly-owned subsidiaries, Quixote Transportation Safety, Inc., Quixote Traffic Corporation and Quixote Transportation Technologies, Inc., is the world’s leading manufacturer of energy-absorbing highway crash cushions, electronic wireless measuring and sensing devices, weather forecasting stations, computerized highway advisory radio transmitting systems, intelligent intersection control systems, automated red light enforcement systems, mobile and permanent variable electronic message signs, flexible post delineators and other transportation safety products.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters set forth in this news release are forward-looking statements.  The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the Company’s Form 10-K report  for its fiscal year ended June 30, 2004 and Form 10-Q report for its quarter ended December 31, 2004, under the caption “Forward-Looking Statements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discussion is incorporated herein by this reference. Other factors may be described from time to time in the Company’s public filings with the Securities and Exchange Commission, news releases and other communications.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

(2 Tables to Follow)

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Quixote Corporation
Earnings Summary

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2005			2004			2005			2004
Net sales	$	34,952,000		$	36,169,000		$	106,386,000		$	110,847,000
Cost of sales	22,939,000			26,185,000			74,394,000			77,017,000
Gross profit	12,013,000			9,984,000			31,992,000			33,830,000
Operating expenses:
Selling & administrative	10,746,000			9,440,000			29,515,000			26,404,000
Research & development	1,498,000			1,003,000			4,004,000			2,549,000
	12,244,000			10,443,000			33,519,000			28,953,000
Operating profit (loss)	(231,000		)	(459,000		)	(1,527,000		)	4,877,000
Other income (expense)
Interest income				5,000			34,000			25,000
Interest expense	(964,000		)	(588,000		)	(2,359,000		)	(1,590,000		)
Other				(212,000		)	560,000			(212,000		)
	(964,000		)	(795,000		)	(1,765,000		)	(1,777,000		)
Earnings (loss) before income taxes	(1,195,000		)	(1,254,000		)	(3,292,000		)	3,100,000
Income tax provision (benefit)	(454,000		)	(1,700,000		)	(1,251,000		)	(133,000		)
Net earnings (loss)	$	(741,000	)	$	446,000		$	(2,041,000	)	$	3,233,000
Per share data - basic:
Net earnings (loss)	$	(0.08	)	$	0.05		$	(0.23	)	$	0.38
Average common shares outstanding	8,806,333			8,660,921			8,782,566			8,495,076
Per share data - diluted:
Net earnings (loss)	$	(0.08	)	$	0.05		$	(0.23	)	$	0.37
Average common shares outstanding	8,806,333			8,881,492			8,782,566			8,767,932

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Quixote Corporation
Balance Sheet

	As of March 31,		As of June 30,
	2005		2004
Assets
Current assets
Cash and cash equivalents	$	669,000	$	2,389,000
Accounts receivable, net	31,820,000		33,606,000
Inventories	24,751,000		25,308,000
Other current assets	6,888,000		6,938,000
	64,128,000		68,241,000
Net property, plant and equipment	25,357,000		27,512,000
Intangible assets and other, net	45,698,000		44,129,000
Total assets	$	135,183,000	$	139,882,000
Liabilities and Shareholders’ Equity
Current liabilities	$	19,293,000	$	28,268,000
Long-term debt, net	53,723,000		47,014,000
Other long-term liabilities	1,125,000		693,000
Shareholders’ equity	61,042,000		63,907,000
Total liabilities and shareholders’ equity	$	135,183,000	$	139,882,000

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