Exhibit 20(b)

                                             July 24, 1998

Dear Fellow Shareholder:

          Your Board of Directors has announced the adoption of a new
Shareholder Rights Plan. The Plan provides for a dividend distribution of
Rights to purchase shares of a new series of Series B Junior Participating
Preferred Stock, exercisable upon the occurrence of certain events. You will
receive one Right for each share of Quixote's common stock you own. We are
enclosing a document captioned "Summary of Rights to Purchase Series B Junior
Participating Preferred Stock" outlining the principal features of the Plan,
which we urge you to read carefully. This letter summarizes our reasons for
adopting it.

          The Company's current Shareholder Rights Plan will expire on July
24, 1998.

          We believe that this Plan protects your interests in the event that
you and Quixote are confronted with coercive or unfair takeover tactics.  The
Plan contains provisions to protect you in the event of an unsolicited offer
to acquire the Company, including offers that do not treat all shareholders
equally, the acquisition in the open market of shares constituting control
without offering fair value to all shareholders, and other coercive or unfair
takeover tactics that could impair the Board's ability to represent your
interests fully. In adopting the Plan, one of the Board of Directors'
concerns was to protect Quixote shareholders against being forced to sell
prematurely their shares of Quixote Common Stock for less than fair value
following an unsolicited takeover attempt.

          The Plan is not intended to prevent an acquisition of the Company
on terms that are fair and otherwise in the best interests of all
shareholders and will not be used for that purpose.  The Plan is designed to
deal with the very serious problems of unilateral actions by unsolicited
persons that are calculated to deprive the Company's Board and its
shareholders of their ability to determine the destiny of the Company and of
open market purchases of the Company's shares by a party unwilling to make an
offer to all shareholders. However, the mere declaration of the Rights
dividend should not affect any prospective offeror willing to make an all
cash offer at a full and fair price or to negotiate with your Board of
Directors, and certainly will not interfere with a merger or other business
combination transaction that your Board of Directors approves as fair and as
constituting a recognition of full value to the shareholders.

          The Plan will also enable the Board to assure those who are
critical to the success of Quixote that stability can be maintained and,
thus, will allow the Board to serve and protect the interest of shareholders.
In addition, the Plan will help avoid the threat that a third party could
unilaterally put the Company up for sale to serve its own financial interests
at your expense. Let me assure you that we are working very hard to achieve
the positive results that will prevent that from happening.

          The issuance of the Rights does not in any way weaken the financial
strength of the Company nor interfere with its business plans. The issuance
of the Rights has no dilutive effect, will not affect reported earnings per
share and will not change the way in which you can currently trade shares of
Quixote Common Stock.

          Our overriding objective is continuing a strong record of building
value for public shareholders.  Maintaining our strength and continuing our
record of strong financial performance is the preeminent goal for the
Company's Management and Board of Directors.







                                      Sincerely, 
                                     /s/ Philip E. Rollhaus, Jr.
                                     Chairman and Chief Executive Officer



Enclosure