<PAGE>
ARTICLES OF CORRECTION

The  undersigned  submits  these  articles  pursuant  to  Texas  Civil
Statutes  Article  1302-7.01  to  correct  a  document  which  is   an
inaccurate  record  of  the entity action, contains an  inaccurate  or
erroneous  statement,  or  was defectively  or  erroneously  executed,
sealed, acknowledged, or verified.

ARTICLE ONE

The name of the entity is Peerless Mfg.  Co.

ARTICLE TWO

The  document  to  be corrected is the Articles of  Amendment  by  the
Shareholder  to the Articles of Incorporation, As Amended, of Peerless
Mfg.   Co.  which was filed in the Office of the Secretary of State on
the 4th day of November, 1969.

ARTICLE THREE

The  inaccuracy, error, or defect to be corrected is the reference  to
Part  Four  of  the Texas Miscellaneous Corporation Laws  Act  in  the
amended  Article  Two, the purpose clause of the Company,  located  in
Article II of such Articles of Amendment.

ARTICLE FOUR

As  corrected, the inaccurate, erroneous, or defective portion of  the
document reads as follows:

ARTICLE TWO

The purpose or purposes for which the Corporation is organized are:

To transact a manufacturing business, including the manufacture of oil
and  gas equipment and other engineering specialties of every kind and
character,  and to purchase and sell goods, wares and merchandise used
for such business.

In addition, but without being limited by the foregoing, to buy, sell,
and deal in personal property, real property and services.

PEERLESS MFG.  CO.

By:      /s/ Kent J. Van Houten
         -----------------------------
         KENT J.  VAN HOUTEN SECRETARY









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AMENDED AND RESTATED ARTICLES OF INCORPORATION


ARTICLE ONE

Peerless  Mfg.  Co., pursuant to the provisions of Article 4.07 of the
Texas  Business  Corporation  Act  ( TBCA ),  hereby  adopts  restated
articles  of  incorporation  which  accurately copy  the  articles  of
incorporation  and  all amendments thereto that are in effect to  date
and  as further amended by such restated articles of incorporation  as
hereinafter  set  forth  and  which contain no  other  change  in  any
provision thereof.

ARTICLE TWO

The  articles  of incorporation of the corporation are amended by  the
restated articles of incorporation as follows:

Article  Six  is amended to increase the authorized shares  of  Common
Stock of the Company.

ARTICLE THREE

Such amendment made by the restated articles of incorporation has been
effected  in  conformity  with the provisions of  the  Texas  Business
Corporation  Act and such restated articles of incorporation and  such
amendment  made  by the restated articles of incorporation  were  duly
adopted  by  the  shareholders of the corporation on the 20th  day  of
November, 1997.

ARTICLE FOUR

The  number  of  shares outstanding was 1,451,992, and the  number  of
shares  entitled to vote on the restated articles of incorporation  as
so  amended  was  1,451,992.   The number of  shares  voted  for  such
restated  articles as so amended was 1,127,805;  the number of  shares
voted  against such restated articles as so amended was 232,055;   the
number of shares abstaining was 7,200.

ARTICLE FIVE

The  articles  of  incorporation and all  amendments  and  supplements
thereto  are  hereby superseded by the following restated articles  of
incorporation  which  accurately copy the entire text thereof  and  as
amended as above set forth:















<PAGE>
ARTICLES OF INCORPORATION OF PEERLESS MFG.  CO.

ARTICLE ONE

The name of this corporation shall be PEERLESS MFG.  CO.

ARTICLE TWO

The purpose or purposes for which the Corporation is organized are:

To transact a manufacturing business, including the manufacture of oil
and  gas equipment and other engineering specialties of every kind and
character,  and to purchase and sell goods, wares and merchandise used
for such business.

In addition, but without being limited by the foregoing, to buy, sell,
and deal in personal property, real property and services.

ARTICLE THREE

The  place where the business of this corporation is to be  transacted
is  in the City of Dallas, Dallas County, Texas, and elsewhere  within
or  without  the State of Texas, in accordance with the laws  of  said
State,  and  its principal place of business shall be in  said  Dallas
County, Texas.

ARTICLE FOUR

The period of its duration is perpetual.

ARTICLE FIVE

The  number  of directors is five (5), and the names and addresses  of
the current directors are as follows:

        Name                                Address

David  D.  Battershell                2819  Walnut Hill Lane
                                      Dallas, Texas 75229
Bernard  S.  Lee                      2819 Walnut Hill Lane
                                      Dallas, Texas 75229
Joseph V. Mariner, Jr.                2819 Walnut Hill Lane
                                      Dallas, Texas 75229
Sherrill Stone                        2819 Walnut Hill Lane
                                      Dallas, Texas 75229
Donald A. Sillers, Jr.                2819 Walnut Hill Lane
                                      Dallas, Texas 75229

ARTICLE SIX

The  aggregate  number  of shares of all classes of  stock  which  the
Corporation  shall have authority to issue is ten million (10,000,000)
consisting  of  10,000,000 shares of Common Stock of the par value  of
One Dollar ($1.00) per share.

ARTICLE SEVEN

No  stockholder  of this Corporation shall, by reason of  his  holding
shares  of any class of stock of this Corporation, have any preemptive
or  preferential right to purchase or subscribe for any shares of  any
class of stock of this Corporation, now or hereafter to be authorized,
or  any notes, debentures, bonds or other securities convertible  into
or  carrying  options,  warrants or rights to purchase shares  of  any
class,  now or hereafter to be authorized, whether or not the issuance
of  any  such  shares  or  such  notes,  debentures,  bonds  or  other
securities would adversely affect the dividend or voting rights of any
such  shareholder,  other  than such rights, if any, as the  Board  of
Directors, at its discretion, from time to time may grant, and at such
price  as  the Board of Directors at its discretion may fix;  and  the
Board  of  Directors  may issue shares of any class of stock  of  this
Corporation  or  any  notes,  debentures, bonds  or  other  securities
convertible  into or carrying options, warrants or rights to  purchase
shares  of any class without offering any such shares of any class  or
such  notes, debentures, bonds, or other securities either in whole or
in part to the existing shareholders of any class.

ARTICLE EIGHT

The  right  to accumulate votes in the election of  directors,  and/or
cumulative voting by any shareholders is hereby expressly denied.

ARTICLE NINE

(a)  The corporation shall have power to indemnify any person who  was
or  is a party or is threatened to be made a party to any  threatened,
pending  or  completed  action,  suit or  proceeding,  whether  civil,
criminal,  administrative or investigative (other than an action by or
in  the right of the corporation), by reason of the fact that he is or
was  a director, officer, employee or agent of the corporation, or  is
or  was  serving  at  the request of the corporation  as  a  director,
officer,  employee or agent of another corporation, partnership, joint
venture,  trust,  or  other enterprise,  against  expenses  (including
attorney  fees),  judgments,  fines, and amounts paid  in  settlement,
actually  and  reasonably  incurred  by him in  connection  with  such
action,  suit or proceeding, if such person acted in good faith and in
a  manner  he reasonably believed to be in or not opposed to the  best
interest  of the corporation, and, with respect to any criminal action
or  proceedings  had  no reasonable cause to believe his  conduct  was
unlawful.   The  termination  of  any action, suit  or  proceeding  by
judgment,  order,  settlement  or  conviction,  or  on  plea  of  nolo
contendere   or  its  equivalent  shall   not,  of  itself,  create  a
presumption  that the person did not act in good faith and in a manner
which  he  reasonably  believed to be in or not opposed  to  the  best
interests  of the corporation, and with respect to any criminal action
or  proceeding  had reasonable cause to believe that his  conduct  was
unlawful.

(b)  The corporation shall have the power to indemnify any person  who
was  or  is  a  party  or is threatened to be  made  a  party  to  any
threatened,  pending or completed action or suit by or in the right of
the corporation to procure judgment in its favor by reason of the fact
that  he  is  or  was a director, officer, employee or  agent  of  the
corporation, or is or was serving at the request of the corporation as
a  director,  officer,  agent  or  employee  of  another  corporation,
partnership,  joint  venture,  trust  or  other  enterprise,   against
expenses (including attorney fees) actually and reasonably incurred by
him  in  connection with the defense or settlement of such  action  or
suit  if he acted in good faith and in a manner he reasonably believed
to  be in or not opposed to the best interests of the corporation  and
except  that no indemnification shall be made in respect to any claim,
issue or manner as to which such person shall have been adjudged to be
liable  for negligence or misconduct in the performance of his duty to
the  corporation unless and only to the extent that the court in which
such  action or suit was brought shall determine upon application that
despite  the  adjudication  of  liabilities but in  view  of  all  the
circumstances  of  the  case,  such person is  fairly  and  reasonably
entitled  to  indemnity for such expenses which the court  shall  deem
proper.

(c)  To  the extent that a director, officer, employee or agent  of  a
corporation  has been successful on the merits or otherwise in defense
of  any action, suit or proceeding referred to in sub-sections (a) and
(b),  or in defense of any claim, issue or matter therein he shall  be
indemnified  against  expenses (including attorney fees) actually  and
reasonably incurred by him in connection therewith.

(d) Any indemnifications under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific  case, by reimbursement on a current basis or otherwise, upon
a  determination  that  indemnification  of  the  director,   officer,
employee  or  agent is proper in the circumstances because he has  met
the  applicable  standard of conduct set forth in subsections (a)  and
(b).   Such determination shall be made (1) by the Board of  Directors
by  a  majority vote of a quorum consisting of directors who were  not
parties  to  such  action, suit or proceeding or (2) by the  Board  of
Directors,  whether interested or disinterested, and whether or not  a
quorum  is  obtainable,  if  based upon a  written  opinion  of  legal
counsel, or (3) by the stockholders.

(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding  may  be  paid by the corporation in advance of  the  final
disposition  of  such action, suit or proceeding as authorized by  the
Board  of  Directors.   In  the  specific  case  upon  receipt  of  an
undertaking  by  or  on behalf of the director, officer,  employee  or
agent  to  repay such amount unless it shall ultimately be  determined
that he is entitled to be indemnified by the corporation as authorized
in this section.

(f)  The indemnification provided by this section shall not be  deemed
exclusive  of  any other right to which those seeking  indemnification
may  be  entitled under any bylaw, agreement, vote of stockholders  or
disinterested  director,  or  otherwise,  both as  to  action  in  his
official  capacity  and  as to his action in  other  capacities  while
holding  such office and shall continue as to a person who has  ceased
to  be  a director, officer, employee or agent and shall inure to  the
benefit of the heirs, executors and administrators of such a person.

(g)  The  corporation  shall  have  power  to  purchase  and  maintain
insurance  on behalf of any person who is or was a director,  officer,
employee  or  agent  of the corporation, or is or was serving  at  the
request  of the corporation as a director, officer, employee or  agent
of  another  corporation, partnership, joint venture, trust  or  other
enterprise  against any liability asserted against him and incurred by
him  in any such capacity or arising out of his status as such whether
or  not the corporation would have the power to indemnify him  against
such liability under the provisions of this section.

ARTICLE TEN

This  Corporation may enter into contracts and transact business  with
one  or  more of its directors, officers or stockholders, or with  any
corporation,  firm  or  association in which any of its  directors  or
officers  are  stockholders,  directors, officers,  employees  or  are
otherwise interested;  and no such contract or other transaction shall
be  void or voidable or otherwise affected by reason of such ownership
or directorship or office in such corporation or such interest in such
other  firm,  corporation  or   association,  notwithstanding  that  a
director or directors having such interest are present and are counted
for  the  purpose  of  determining the existence of a  quorum  at  any
meeting  of the Board of directors of the Corporation which acts  upon
or  in reference to such contract or transaction, and  notwithstanding
that  the vote of such director or directors shall have been necessary
to  authorize,  approve, ratify or otherwise obligate the  Corporation
upon  such contract or transaction;  provided, however, that the  fact
of such interest shall be disclosed or otherwise known to the Board of
Directors at a meeting of the Board of Directors which acts upon or in
reference to such contract or transaction.

9.14F STATEMENT

The  street address of the corporation's initial registered office  is
2819  Walnut  Hill  Lane,  Dallas, Texas 75229, and the  name  of  its
initial registered agent at such address is Sherrill Stone.




PEERLESS MFG.  CO.



By:      /s/ Kent J. Van Houten
         -----------------------------
         KENT J.  VAN HOUTEN SECRETARY