**EXHIBIT 31(b)****RULE 13A – 14(A)/15D – 14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER**I, Henry G. Schopfer, III, certify that:1. I have reviewed this annual report on Form 10-K of Peerless Mfg. Co.; 2. Based on my knowledge, this report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows ofthe registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting as defined in Exchange Act Rules 13a-15(f) and15d-15(f) for the registrant and have: (a) Designed such disclosure controlsand procedures, or caused suchdisclosure controls and proceduresto be designed under oursupervision, to ensure thatmaterial information relating tothe registrant, including itsconsolidated subsidiaries, is madeknown to us by others within thoseentities, particularly during theperiod in which this report isbeing prepared;  (b) Designed such internal controlover financial reporting, orcaused such internal control overfinancial reporting to be designedunder our supervision, to providereasonable assurance regarding thereliability of financial reportingand the preparation of financialstatements for external purposesin accordance with generallyaccepted accounting principles;  (c) Evaluated the effectiveness of theregistrant’s disclosure controlsand procedures and presented inthis report our conclusions aboutthe effectiveness of thedisclosure controls andprocedures, as of the end of theperiod covered by this reportbased on such evaluation; and  (d) Disclosed in this report anychange in the registrant’sinternal control over financialreporting that occurred during theregistrant’s most recent fiscalquarter, the registrant’s fourthfiscal quarter in the case of anannual report, that has materiallyaffected, or is reasonably likelyto materially affect, theregistrant’s internal control overfinancial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditorsand the audit committee of the registrant’s board of directors (or persons performingthe equivalent functions): (a) All significant deficiencies andmaterial weaknesses in the designor operation of internal controlover financial reporting which arereasonably likely to adverselyaffect the registrant’s ability torecord, process, summarize andreport financial information; and  (b) Any fraud, whether or notmaterial, that involves managementor other employees who have asignificant role in theregistrant’s internal control overfinancial reporting.     Date: September 11, 2007 /s/ Henry G. Schopfer, III Henry G. Schopfer, IIIChief Financial Officer