SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 --------------

                                  FORM 10-QSB/A
                                 --------------


|X|      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the quarterly period ended September 30, 1996.

|_|      Transition report under Section 13 or 15(d) of the Exchange Act
         For the transition period from __________ to __________

Commission file number 0-13826

                         PEERLESS INDUSTRIAL GROUP, INC.
        (Exact name of small business issuer as specified in its charter)

           MINNESOTA                                             41-1456350
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                            2430 METROPOLITAN CENTRE
                            333 SOUTH SEVENTH STREET
                          MINNEAPOLIS, MINNESOTA 55402
          (Address, including zip code, of principal executive offices)

                                 (612) 371-9650
                (Issuer's telephone number, including area code)

                         DISCUS ACQUISITION CORPORATION
                                  (Former name)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                  Yes      |X|              No       |_|

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of November 1, 1996: 5,045,151 shares of Common Stock and
1,227,273 shares of Class B Common Stock.

         Transitional Small Business Disclosure Format

                  Yes      |_|              No       |X|



                                     PART I
                              FINANCIAL INFORMATION

Item 1.           Financial Statements

                PEERLESS INDUSTRIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                 THREE MONTHS        THREE MONTHS         NINE MONTHS          NINE MONTHS
                                                    ENDED               ENDED                ENDED                ENDED
                                                SEPTEMBER 30,       SEPTEMBER 30,        SEPTEMBER 30,        SEPTEMBER 30,
                                                     1996                1995                 1996                 1995
                                              ----------------    ---------------      ---------------      ----------------



<S>                                            <C>                <C>              <C>               <C>

Net sales..................................    $   11,583                          $    32,154
Cost of sales..............................         8,873                               27,371
                                               ----------                          -----------
    Gross profit...........................         2,710                                4,783

Selling, general and administrative
    expenses ..............................         1,688         $       86             5,384        $      265
                                               ----------         ----------       -----------        ----------
    Operating income (loss)................         1,022                (86)             (601)             (265)

Interest expense...........................           386                                1,165
Other income...............................                              (28)              (21)              (93)
                                               ----------         ----------       -----------        ----------

    Income (loss) before income taxes......           636                (58)           (1,745)             (172)

Provision for income taxes.................             7                                   21
                                               ----------         ----------       -----------

    Net income (loss)......................    $      629         $      (58)      $    (1,766)       $     (172)
                                               ==========         ==========       ===========        ==========

    Net income (loss) per share............    $      .10         $     (.02)      $      (.29)       $     (.07)
                                               ==========         ==========       ===========        ==========

Weighted average number of shares
    outstanding............................     6,262,424          2,356,140         6,176,334         2,356,140
                                               ==========         ==========       ===========        ==========


</TABLE>

See accompanying notes to unaudited consolidated financial statements.





<TABLE>
<CAPTION>
                PEERLESS INDUSTRIAL GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


                                                                SEPTEMBER 30, 1996        DECEMBER 31, 1995
                                                               --------------------     --------------------
                                                                     Unaudited
ASSETS

<S>                                                                  <C>                           <C>

Current assets
   Cash and cash equivalents...................................                                 $    108
   Accounts receivable, net....................................      $  6,880                      6,091
   Inventories.................................................        10,950                     14,093
   Other current assets........................................           292                        510
                                                                     --------                   --------

      Total current assets.....................................        18,122                     20,802

Deferred tax assets............................................           153                        153
Property and equipment, net....................................        12,199                     12,586
Intangible assets, net.........................................         6,065                      5,956
                                                                     --------                   --------

      Total assets.............................................      $ 36,539                   $ 39,497
                                                                     ========                   ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Current portion of long-term debt...........................        10,040                     11,300
   Accounts payable............................................         2,791                      2,823
   Accrued liabilities.........................................         2,801                      3,770
   Current portion of accrued postretirement healthcare
       benefit liability.......................................           904                        670
                                                                     --------                   --------

      Total current liabilities................................        16,536                     18,563

Long-term debt, less current portion...........................         7,257                      7,767
Accrued pension benefit liability..............................           990                      1,687
Accrued postretirement healthcare benefit
   liability, less current portion.............................         7,032                      6,386
                                                                     --------                   --------

      Total liabilities........................................        31,815                     34,403
                                                                     --------                   --------

Shareholders' equity:
   Common stock Class A, no par value;.........................         6,675                      6,629
      30,000,000 shares authorized; 5,035,151 and 4,971,174
      issued and outstanding at September 30, 1996 and
      December 31, 1995, respectively
   Common stock Class B, no par value;.........................         1,350
      1,227,273 issued and outstanding at September 30, 1996

   Accumulated deficit.........................................        (3,301)                    (1,535)
                                                                     --------                   --------

      Total shareholders' equity...............................         4,724                      5,094
                                                                     --------                   --------

           Total liabilities and shareholders' equity..........      $ 36,539                   $ 39,497
                                                                     ========                   ========



</TABLE>


See accompanying notes to unaudited consolidated financial statements.





<TABLE>
<CAPTION>
                PEERLESS INDUSTRIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                    UNAUDITED


                                                 NINE MONTHS         NINE MONTHS
                                                    ENDED               ENDED
                                                SEPTEMBER 30,       SEPTEMBER 30,
                                                     1996                1995
                                              ----------------    ---------------
<S>                                            <C>                 <C>
Cash flows from operating activities:
    Net loss...............................    $ (1,766)               $ (172)
    Adjustments to reconcile net loss to
         net cash provided by (used in)
         operating activities:
        Depreciation and amortization......       3,146                    26
        (Gain) loss on disposal of property
         and equipment.....................         (21)                   43
        Changes in operating assets and
         liabilities.......................         178                   (61)
                                               --------                ------

    Net cash provided by (used in)
        operating activities...............       1,537                  (164)
                                               ========                ======

Cash flows from investing activities:
    Acquisition costs......................        (283)
    Purchase (sale) of property
        and equipment......................        (988)                  446
    Deferred acquisition costs incurred
        in connection with proposed
        acquisition........................                              (111)
                                               --------                ------

Net cash provided by (used in)
    investing activities...................      (1,271)                  335
                                               ========                ======

Cash flows from financing activities:
    Long-term debt:
        Borrowings.........................      33,939
        Payments...........................     (35,709)                 (513)
    Proceeds from issuance of stock and
        exercise of stock options..........       1,396                     6
                                               --------                ------

Net cash used in financing
    activities.............................        (374)                 (507)
                                               ========                ======

    Decrease in cash and cash
        equivalents........................        (108)                 (336)
    Cash and cash equivalents:
        Beginning of year..................         108                 2,608
                                               --------                ------
        End of year........................    $                       $2,272
                                               ========                ======

Changes in operating assets and liabilities:
    Accounts receivable....................    $   (790)
    Inventories............................       1,568
    Other current assets...................         218
    Accounts payable.......................         (32)               $   92
    Accrued liabilities....................        (969)                 (153)
    Accrued pension benefit liability......         183
                                               --------                ------
                                               $    178                $  (61)
                                               ========                ======


</TABLE>




PEERLESS INDUSTRIAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

1.       Basis of Presentation of Interim Financial Statements:

         The financial statements included in this Form 10-QSB have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed, or omitted,
pursuant to such rules and regulations. These financial statements should be
read in conjunction with the financial statements and related notes included in
the Company's Form 10-KSB for the year ended December 31, 1995.

         The financial statements presented herein as of September 30, 1996 and
for the three and nine months then ended reflect, in the opinion of management,
all adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of financial position and the results of operations for the periods
presented. The results of operations for any interim period are not necessarily
indicative of results for the full year.

         Effective July 25, 1995, the Board of Directors of the Company voted to
change the Company's fiscal year end from the last Sunday in December of each
year to December 31. This change in financial reporting is reflected starting in
the first quarter ended March 31, 1996. This change in financial reporting did
not have a material impact on the Company's reported results of operations or
cash flows for the quarter and nine month period ended September 30, 1996.

2.       Acquisition:

         The Company purchased all outstanding shares of common stock of
Peerless Chain Company (Peerless) on December 15, 1995, for approximately
$23,178 plus $1,268 in related acquisition costs. An additional $248 was
incurred in acquisition related costs in the second quarter of 1996. The
acquisition was accounted for under the purchase method of accounting.
Accordingly, the results of operations of the acquired company have been
included in the consolidated statement of operations since the date of
acquisition.

         The following table presents unaudited pro forma results of operations
as if the Peerless acquisition had occurred at the beginning of fiscal 1995.
These pro forma results have been prepared for informational purposes only and
do not purport to be indicative of what would have occurred had the acquisition
actually been made at January 1, 1995 or of results which may occur in the
future.


<TABLE>
<CAPTION>

                                                                                 3RD QTR. 1995
                                                         3RD QTR. 1996             PRO FORMA
                                                      -----------------     ---------------------
<S>                                                    <C>                        <C>
Net sales                                              $     11,583               $    10,807
         Income from operations before income taxes             636                        70
         Net income                                    $        629               $        62
                  Net income per share                 $        .10               $       .01



</TABLE>


3.       Selected Balance Sheet Information:

         The following provides additional information for selected consolidated
balance sheet accounts as of September 30, 1996 and December 31, 1995:



                        SEPTEMBER 30, 1996          DECEMBER 31, 1995
                      ---------------------      ----------------------
Inventories:

Raw materials                         $1,952                    $ 1,688

Work-in-process                        3,353                      5,585

Finished goods                         5,092                      6,286

Supplies                                 553                        534
                                   ---------                   --------

Total                                $10,950                    $14,093



4.       Shareholders' Equity:

         In January and May 1996, the Company granted 579,000 options and
warrants at an exercise price of $1.10 under the 1994 Plan to employees,
consultants, advisers and Board of Directors of the Company, subject to
shareholder approval increasing the number of shares available for grant under
the 1994 Plan from 600,000 to 1,000,000 shares. These options principally vest
20% per year over five years. During the second quarter, the shareholders of the
Company approved the increase in the number of shares in the 1994 Plan from
600,000 to 1,000,000 shares.

         In January 1996, the Company issued 1,260,000 total shares of combined
class A and class B common stock at $1.10 per share for $1,386.

         In October 1995, the Financial Accounting Standards Board issued
Statement of Financial accounting Standards No. 123 (SFAS No. 123), a new
standard of accounting and reporting for stock-based compensation plans. The
Company has not determined whether it will adopt the expense recognition
provisions of SFAS No. 123 for stock-based compensation or the alternative
expanded disclosures including pro forma disclosures as if the fair value based
method of accounting had been followed.

5.       Business and Credit Concentration:

         The Company performs ongoing credit evaluations of its customers'
financial condition and, generally, does not require collateral from its
customers. The Company establishes an allowance for doubtful accounts based on
factors surrounding the credit risk of specific customers and other information.

         The Company's most significant customer accounted for 24% and 29% of
net sales in the quarter ended September 30, 1996 and September 30, 1995,
respectively, and 20% of net sales in the nine month periods ending September
30, 1996 and 1995, and 19% of accounts receivable at September 30, 1996.


6.       Restatement:

        The consolidated balance sheets as of December 31, 1995, and September
30, 1996, have been restated to add $447 of inventory costs previously
classified as intangible assets as of December 31, 1995. The consolidated
statement of operations for the nine months ended September 30, 1996, has been
restated to reflect the $447 increase in first quarter costs of goods sold
related to the increase in inventory as of December 31, 1995, and the $11
decrease in first quarter amortization of intangible assets.

         The consolidated balance sheet as of September 30, 1996, has also been
restated to add $982 of goodwill previously classified as property and equipment
during the second quarter of 1996. The effect of the restatement was to decrease
third quarter depreciation expense by $57 and to increase third quarter
amortization of intangible assets by $10. The consolidated statement of cash
flows for the nine months ended September 30, 1996, has also been restated as a
result of the aforementioned adjustments.


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations. (Dollars in Thousands)

         THIS DISCUSSION AND ANALYSIS CONTAINS CERTAIN FORWARD-LOOKING
TERMINOLOGY SUCH AS "BELIEVES," "ANTICIPATES," "EXPECTS," AND "INTENDS," OR
COMPARABLE TERMINOLOGY. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED. POTENTIAL PURCHASERS OF THE COMPANY'S SECURITIES ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS WHICH ARE QUALIFIED IN
THEIR ENTIRETY BY THE CAUTIONS AND RISKS DESCRIBED HEREIN.

         General: On December 15, 1995, Discus Acquisition Corporation, which
subsequently changed its name to Peerless Industrial Group, Inc. (the Company),
completed the acquisition of Peerless Chain Company (Peerless) from Bridgewater
Resources Corp. Peerless, a Minnesota-based company, is a manufacturer and
distributor of long-standing branded consumer and industrial chain and other
products throughout the United States. Peerless represents the "continuing
operations" of the Company.

         Prior to June 7, 1994, the Company operated ten Fuddruckers restaurants
located in Minnesota, Missouri, Nebraska and Wisconsin. The Company sold or
discontinued these operations in 1994 and 1995.

         Effective July 25, 1995, the Company changed its fiscal year end from
the last Sunday in December of each year to December 31. This change in
financial reporting was reflected in the first quarter ended March 31, 1996.
This change in financial reporting did not have a material impact on the
Company's reported results of operations or cash flows for the quarter or nine
month period ended September 30, 1996.

         The following is a discussion and analysis of the Company's historical
results of operations for the three months and nine months ended September 30,
1996 compared with the pro forma results of operations for the three months and
nine months ended September 30, 1995, as if the acquisition of Peerless had
occurred on January 1, 1995.

         RESULTS OF OPERATIONS: The following table sets forth selected
historical and pro forma operating statement data for the Company.



<TABLE>
<CAPTION>


                                                           3rd Qtr.
                               3RD QTR.        Percent       1995        Percent       3rd Qtr.
                                 1996         of Sales    Pro Forma      of Sales      YTD 1996
                              --------        --------    ----------     --------     ---------
<S>                             <C>            <C>        <C>             <C>          <C>
Net sales                       $ 11,583                  $  10,807                    $ 32,154

Cost of sales                      8,873       76.60%         8,509        78.74%        27,371

   Gross profit                    2,710       23.40%         2,298        21.26%         4,783

Selling, general and               1,688       14.57%         1,866        17.27%         5,384
administrative expenses

   Operating income (loss)         1,022        8.82%           432         4.00%          (601)

Interest expense                     386        3.33%           362         3.35%         1,165

Other income                                                                                (21)

   Income (loss) from                636        5.49%            70         0.65%        (1,745)
   operations before
   income taxes

Provision for income taxes             7       -0.06%             8        -0.07%            21

         Net income (loss)      $    629        5.43%      $     62         0.57%      $( 1,766)

</TABLE>




                       (WIDE TABLE CONTINUED FROM ABOVE)



                                             3rd Qtr.
                                                YTD
                                 Percent      1995 Pro        PERCENT
                                 of Sales       Forma        OF SALES
                                 --------     --------        --------

Net sales                                    $   31,251

Cost of sales                     85.12%         25,987        83.16%

   Gross profit                   14.88%          5,264        16.84%

Selling, general and              16.74%          5,702        18.25%
administrative expenses

   Operating income (loss)        -1.87%           (438)       -1.40%

Interest expense                   3.62%          1,052         3.37%

Other income                      -0.07%           (247)       -0.79%

   Income (loss) from             -5.43%         (1,243)       -3.98%
   operations before
   income taxes

Provision for income taxes        -0.07%             22        -0.07%

         Net income (loss)        -5.49%       $( 1,265)       -4.05%




         Net Sales: Net sales increased to $11,583 in the third quarter of 1996
compared to pro forma net sales of $10,807 for the same period in 1995. The
Company experienced weaker pre-season traction sales during the third quarter of
1996 compared to the same period in 1995, but this was offset by a stronger
quarter for the wire form business. The Company continued to realize new sales
from the introduction of its cordage product line (rope). This new product line,
which is sold through existing distribution channels, will complement the
Company's core chain product line. An increase in the core chain product line
reflected the recovery of the chain industry from the weakness that occurred in
the first half of 1996.

         On a year-to-date basis, net sales increased to $32,154 compared to pro
forma net sales of $31,251 for the same period in 1995. The Company experienced
a strong increase in traction chain sales during the first quarter of 1996 as a
result of the severe winter which was offset by lower sales in the wire form
business as the Company discontinued sales of certain product lines with low
margins. The core chain product line has shown stable growth over the period
from January 1, 1995 to the present date.


         Cost of Sales: Cost of sales increased to $8,873 or 76.6% of net sales
in the third quarter of 1996 compared to pro forma cost of sales of $8,509 or
78.74% of net sales for the same period in 1995. Price increases were difficult
to accomplish due to competitive markets, but efforts by management to reduce
costs resulted in improved gross profit margins. Eight support staff positions
were eliminated during the second quarter of 1996. The favorable profit impact
of those cost eliminations is now being realized in the second half of 1996.

         On a year-to-date basis, cost of sales increased to $27,371 or 85.12%
of net sales compared to pro forma cost of sales of $25,987 or 83.16% for the
same period in 1995. The year-to-date cost of sales reflects an inventory
valuation write-up amortization related to the acquisition. The write-up was
amortized over estimated inventory turns and was fully amortized in the first
half of 1996. The year-to-date 1996 cost of sales reflects $1,575 of
amortization while the pro forma year-to-date 1995 cost of sales reflects $1,800
of amortization. The 1995 pro forma results assume the acquisition took place on
January 1, 1995, while the 1996 results reflect the actual December 15, 1995
acquisition date. Excluding the effect of the inventory write- up amortization,
cost of sales would have been $25,796 or 80.2% of net sales for the nine months
of 1996 and $24,187 or 77.4% of pro forma net sales in the same period in 1995.

         Selling, General and Administrative expenses: Selling, general and
administrative expenses (SG&A) decreased to $1,688 or 14.57% of net sales in the
third quarter of 1996 compared to a pro forma expense of $1,866 or 17.27% of net
sales for the same period in 1995. On a year-to-date basis, SG&A expenses
decreased to $5,384 or 16.74% of net sales compared to pro forma SG&A of $5,702
or 18.25% for the same period in 1995. SG&A was consistent between the two
periods except for reductions in operating costs at the Company resulting from
concluding the acquisition of Peerless. In 1995, SG&A was slightly higher as the
Company incurred certain expenditures in its search for potential acquisition
candidates.


         Interest Expense: Interest expense increased by $24 to $386 in the
third quarter of 1996 compared to pro forma interest expense of $362 in the same
period in 1995. On a year-to-date basis, interest expense increased by $113 to
$1,165 compared to pro forma interest expense of $1,052 in the same period in
1995. Interest expense was higher due to a higher amount of borrowing to support
a higher level of working capital in 1996.

         Other Income: In the second quarter of 1995, the Company recognized a
$247 gain on the sale of a wire forming machine. No similar fixed asset sales
occurred in 1996.

         Income Taxes: Income taxes for the third quarter and year-to-date 1996
and for pro forma 1995 were minimum taxes due to various taxing authorities. As
stated earlier, the Company had amortization of valuation write-ups of $1,575
for the nine month period ending September 30, 1996, which resulted in the
Company having a pre-tax loss for the nine month period, accordingly, the
amortization of various valuation write-ups in 1996, primarily the inventory
write-up, is expected to cause the Company to break even for the year resulting
in an effective tax rate of zero.

         LIQUIDITY AND CAPITAL RESOURCES: As described in greater detail in the
Company's Annual Report for 1995 on Form 10-KSB, the Company acquired Peerless
on December 15, 1995 in a leveraged transaction, utilizing approximately $2.3
million of existing cash and cash equivalents that originated in June of 1994
from the sale of its discontinued restaurant operations, $4.2 million in equity
raised in late 1995 and early 1996, and approximately $16.5 million in lender
and seller financing.

         The Company's CIT floating rate financing totaled approximately $14.8
million at September 30, 1996 and bears interest payable monthly that floats at
rates ranging from .5% to 2.5% over the prime rate. Accordingly, the Company is
subject to interest rate fluctuations. At September 30, 1996, only the seller
financing of $2.5 million carries a fixed interest rate (8%) accrued quarterly,
which represents a relatively minor portion of the overall debt incurred to
acquire and operate Peerless. In addition, $6.7 million of the original CIT term
financing requires monthly scheduled principal repayments. The Company believes
the cash flows from continuing operations are adequate to fund debt service at
current interest rate levels.

         Covenants associated with the senior debt require Peerless to maintain
certain financial levels and ratios, including net worth and net income (loss)
levels and fixed charge coverage and leverage ratios. Peerless is required to
achieve budgeted performance at each month-end in 1996 and future years, as well
as annual budgeted performance to remain in compliance with its financial ratio
covenants. At September 30, 1996, the Company was not in compliance with certain
financial covenants associated with the senior debt agreement. Management has
held discussions with the lender and these events of noncompliance have been
waived. Accordingly, the term loans continue to be classified as long-term. Cash
flow from operations continues to be positive and cost reductions implemented in
the second quarter have had a favorable impact in the third quarter and are
expected to continue to have a favorable impact in the fourth quarter allowing
the Company to comply with all covenant ratios, however, there can be no
assurance that the Company will be able to fully comply with all covenant
ratios.

         Actual cash flows could materially differ from those expressed in the
foregoing forward-looking statements. Actual sales are influenced by many
factors including the weather and its corresponding effect on the Company's
current estimates of net product shipments in 1996 and selling prices and could
be negatively impacted by any downturn in demand for the Company's products.
Such a downturn in demand could result if interest rates increase and, in turn,
increase the costs to customers of maintaining their historical investment in
inventories of the Company's products for resale to consumers or end users.


         Cash flow from operations was $1,537 for the nine month period ending
September 30, 1996. A significant amount of these cash flows are due to
amortization of the inventory valuation write-up associated with the
acquisition, including a total charge of $1,575 for such nine month period. Cash
flow of $178 was provided by changes in operating assets and liabilities during
the nine month period ending September 30, 1996.


         Net cash used in investing activities was $1,271 for the nine month
period ending September 30, 1996. The Company had capital expenditures of $1,050
offset by $62 of proceeds from the sale of capital assets for the nine month
period ending September 30, 1996. The Company also had additions to intangible
assets resulting from additional acquisition related costs in the second quarter
of 1996. As discussed below, the Company expects to expend approximately $1.5
million in capital expenditures in 1996.

         Net cash used in financing activities represents total reduction of
debt of $1,770 offset by equity proceeds of $1,396. Under terms of its lending
agreement with CIT, the Company has a monthly principal payment requirement on
its term loans. The CIT revolver is paid down with collections on receivables.
Additional amounts are borrowed under the line by the Company as needed to
finance operations. During the second quarter, the Company drew down $750 of its
CAPEX line of credit with CIT.

         Based on an evaluation of operating needs, market conditions and cash
flows of the Company, the Company expects to expend approximately $1.5 million
in capital expenditures during 1996. Approximately 50% of this amount has been
funded under the CAPEX line of credit with CIT. The remainder of the
expenditures will be funded by operations, which are largely supported by the
CIT revolving credit facility. Actual capital expenditures are influenced by
many factors, including product demand discussed under the caption "Net Sales"
above and, as a result, actual capital expenditures could materially differ from
those expressed in the foregoing forward-looking statements.

         Management believes that cash generated from operations and amounts
available under its CIT revolving credit facility and CAPEX line of credit will
be sufficient to fund its anticipated capital expenditures and required debt
repayments for the foreseeable future. Funding availability under the CIT
financing agreement is dependent on the Company's maintenance of adequate levels
of borrowing base (inventory and receivables) as well as compliance with
financial and technical covenants. There can be no assurance that additional
financing will not be required. In addition, there can be no assurance that
additional financing will be available. Actual financing needs could materially
differ from that expressed in the foregoing forward- looking statements.

         The Company did not pay dividends in the third quarters of 1996 or
1995, and restrictive covenants in the CIT credit facility significantly limit
the Company's ability to pay dividends in the future.


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

         Not applicable.

Item 2.  Changes in Securities

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security-Holders

         Not applicable.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibits

                  Exhibit Number            Description

                  27                        Financial Data Schedule.

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed during the quarter for which
this report is filed.





                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota on March 28, 1997.


                        PEERLESS INDUSTRIAL GROUP, INC.

                        (Registrant)

                            By: /s/ Robert E. Deter
                                    Robert E. Deter
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)