**EXHIBIT 31.2****RULE 13a — 14(a)/15d — 14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER**I, Henry G. Schopfer, III, certify that:1. I have reviewed this quarterly report on Form 10-Q of Peerless Mfg. Co.; 2. Based on my knowledge, this report does not contain any untrue statement of amaterial 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 this report; 3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of theregistrant 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) and 15d-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 control overfinancial reporting, or caused suchinternal control over financialreporting to be designed under oursupervision, to provide reasonableassurance regarding the reliabilityof financial reporting and thepreparation of financial statementsfor external purposes in accordancewith generally accepted accountingprinciples;  (c) Evaluated the effectiveness of theregistrant’s disclosure controlsand procedures and presented inthis report our conclusions aboutthe effectiveness of the disclosurecontrols and procedures, as of theend of the period covered by thisreport based on such evaluation;and  (d) Disclosed in this report any changein the registrant’s internalcontrol over financial reportingthat 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 auditors andthe audit committee of the registrant’s board of directors (or persons performing theequivalent 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 not material,that involves management or otheremployees who have a significantrole in the registrant’s internalcontrol over financial reporting.        Date:  May 9, 2008 /s/ Henry G. Schopfer, III   Henry G. Schopfer, III   Chief Financial Officer