EXHIBIT 10 (f)



                                 AMENDMENT A
                                      TO
                  EIGHTH AMENDED AND RESTATED LOAN AGREEMENT


      THIS AMENDMENT A TO  EIGHTH AMENDED AND  RESTATED LOAN AGREEMENT  (this
 "Amendment") is made as of February 25, 2000, between BANK OF AMERICA, N.A.,
 a national banking association (the "Bank"), and PEERLESS MFG. CO., a  Texas
 corporation (the "Borrower").

                               R E C I T A L S:

      A.   The Borrower  and the  Bank are  parties  to that  certain  Eighth
 Amended and  Restated Loan  Agreement dated  as of  December 12,  1999  (the
 "Existing Loan Agreement").

      B.   The Borrower and the Bank have  agreed to amend the Existing  Loan
 Agreement as hereinafter provided (i) to increase the revolving facility  on
 a  temporary  basis  by  $2,000,000  to  $5,500,000,  (ii)  to  provide   an
 alternative rate of interest which may be selected by the Borrower, (iii) to
 make various other changes  necessary to effect the  foregoing, and (iv)  to
 execute a new note in connection with such amendments.

      NOW, THEREFORE, in consideration of the premises and for other good and
 valuable consideration,  the receipt  and sufficiency  of which  are  hereby
 acknowledged, the Bank and the Borrower agree as follows:

      1.0  Same Terms.   All  terms  used herein  which  are defined  in  the
 Existing Loan  Agreement shall  have the  same  meanings when  used  herein,
 unless the context hereof otherwise requires or provides.  In addition,  all
 references in the Loan Documents to the "Agreement" shall mean the  Existing
 Loan Agreement,  as  amended  by  this Amendment,  and  as  the  same  shall
 hereafter be amended from time  to time.  All  references to the "Line"  and
 the "Note" in the Existing Loan Agreement and the other Loan Documents shall
 mean the "Line"  and the  "Line of  Credit Note,"  each as  defined in  this
 Amendment.  In  addition, the following  terms have the  meanings set  forth
 below:

           "Affiliate:" See Section 2.2 of this Amendment.

           "Affiliate Loan Agreement:" See Section 2.2 of this Amendment.

           "Effective Date" means February  25, 2000, or  such later date  as
 the Borrower has satisfied the conditions precedent specified in Section 3.0
 of this Amendment.

           "Origination Fee:" See Section 2.2 of this Amendment.

           "Reduction Date:" See Section 2.2 of this Amendment.

 2.0  Amendments to  Existing Loan  Agreement.   On the  Effective Date,  the
 Existing Loan Agreement shall be deemed to be amended as follows:
<PAGE>
 2.1  Amendment to Section 2.A.i.  Section 2.A of the Existing Loan Agreement
 shall be  amended to  delete the  current text  thereof and  insert in  lieu
 thereof the following:

                A. Loan.   Until  the Reduction  Date specified  in
           subsection v hereof, Bank hereby agrees to make (or  has
           made) one or  more loans  to Borrower  in the  aggregate
           principal face amount of $5,500,000 (as such amount  may
           be reduced,  the "Line"),  provided that  the  aggregate
           unpaid principal amount  of all loans  shall not at  any
           time exceed the difference  between (i) the Line,  minus
           (ii) the undrawn  amount of all  outstanding Letters  of
           Credit, minus (iii) the amount of all drawings under any
           Letter of Credit for which Bank has not been reimbursed.
           The obligation to  repay the loans  is evidenced by  the
           promissory note dated  February 25, 2000  (the "Line  of
           Credit Note"  or  "Note,"  together  with  any  and  all
           renewals, extensions,  or rearrangements  thereof  being
           hereafter  collectively  referred  to  as  the  "Note"),
           having a maturity  date, repayment  terms, and  interest
           rate as  set forth  in  the Note  (a  copy of  which  is
           attached as Exhibit A.

 2.2  Amendment to Section 2.   Section 2.A of the Existing Loan Agreement is
 hereby amended to insert following Section  2.A.iii and preceding Section  3
 thereof the following:

                iv.  Origination/Commitment Fee.  Borrower will pay
           on the Effective Date  an origination/commitment fee  of
           $20,000 (the  "Origination Fee").   If  Borrower or  any
           affiliate of Borrower acceptable to Bank (such affiliate
           being  called  the  "Affiliate")  enters  into  a   loan
           agreement with  Bank  for an  amount  not in  excess  of
           $2,000,000 and on terms otherwise acceptable to Bank  in
           its sole  discretion  (the "Affiliate  Loan  Agreement")
           within sixty  (60) days  from  the Effective  Date,  the
           Origination Fee shall be credited to any origination  or
           similar fee  required  to be  paid  by Borrower  or  the
           Affiliate under the terms of such other loan agreement.

                v.  Reduction of Line.   The Line shall be  reduced
           to $3,500,000 on the day (the "Reduction Date") which is
           the earlier  of the  sixtieth (60th)  day following  the
           Effective Date or the date on which Bank and Borrower or
           the Affiliate enter into the Affiliate Loan Agreement.

 2.3  Amendment to  Section 5.A.ii.   Section  5.A.ii  of the  Existing  Loan
 Agreement shall  be  amended to  delete  the  current text  thereof  in  its
 entirety and insert in lieu thereof the following:

                ii.  Borrower  shall not  permit Net  Income to  be
           less than  $1,100,000  during  any period  of  four  (4)
           consecutive calendar quarters.

 3.0  Conditions Precedent.  The transactions contemplated by this  Amendment
 shall  be  deemed  effective  on  the  Effective  Date  when  the  following
 conditions have been complied with to  the satisfaction of the Bank,  unless
 waived by the Bank in writing:
<PAGE>
 3.1  Origination Fee and  Other Fees.   The Borrower has  paid the Bank  the
 Origination Fee and  the fees  and expenses  of Bank's  counsel incurred  in
 preparing this Amendment and the other Loan Documents.

 3.2  Amendment.  The Borrower shall have executed and delivered to the  Bank
 this Amendment.

 3.3  Line of Credit Note.  The Borrower shall have executed and delivered to
 the Bank the Line of Credit Note.

 3.4  Other Documents.  The  Bank shall have received  in form and  substance
 satisfactory to the Bank  and its counsel  such other approvals,  documents,
 certificates, and other instruments as the Bank in its sole discretion shall
 require.

 4.0  Certain Representations and Warranties.   To induce  the Bank to  enter
 into this Amendment, the Borrower represents and warrants as follows  (which
 representations and  warranties shall  survive  the execution  and  delivery
 hereof):

 4.1  Authority and Compliance.  The Borrower has full power and authority to
 execute, deliver, and perform  all of the  Loan Documents to  which it is  a
 party and to  incur and perform  the obligations provided  for therein.   No
 consent or approval of any public authority or third party is required as  a
 condition to the validity or performance of any of the Loan Documents.

 4.2  Binding Agreements.    This  Amendment and  the  Line  of  Credit  Note
 executed by the Borrower constitute valid and legally binding obligations of
 the Borrower, enforceable in accordance with their terms.

 4.3  No  Conflicting  Agreements.    There  is  no  charter,  bylaw,   stock
 provision, partnership agreement, or other document pertaining to the  power
 or authority of  the Borrower and  no provision of  any existing  agreement,
 mortgage, indenture, or contract binding upon the Borrower or affecting  any
 of the property  of the Borrower  which would conflict  with or  in any  way
 prevent in any material respect the execution, delivery, or carrying out  of
 the terms of this Amendment and the Line of Credit Note.

 4.4  Previous Representations.   All of the  representations by Borrower  in
 the Existing Loan Agreement are true and correct as of the date hereof as if
 set forth herein.

 5.0  Limitation on  Agreements.   The  modifications  set forth  herein  are
 limited precisely as written  and shall not  be deemed (a)  to be a  consent
 under or a waiver of or an amendment to  any other term or condition of  the
 Existing Loan Agreement or  any of the Loan  Documents, or (b) to  prejudice
 any right or rights which the Bank now has  or may in the future have  under
 or in connection with  the Existing Loan Agreement  and the Loan  Documents,
 each as amended hereby.

 6.0  Incorporation of Certain  Provisions by Reference.   The provisions  of
 Section 10.B and Section 11 of the Existing Loan Agreement are  incorporated
 herein by reference for all purposes.
<PAGE>
 7.0  Entirety, Etc.   This instrument and  all of the  other Loan  Documents
 embody the entire agreement between the parties.  THIS AGREEMENT AND ALL  OF
 THE OTHER LOAN DOCUMENTS REPRESENT THE  FINAL AGREEMENT BETWEEN THE  PARTIES
 AND MAY  NOT  BE CONTRADICTED  BY  EVIDENCE OF  PRIOR,  CONTEMPORANEOUS,  OR
 SUBSEQUENT ORAL AGREEMENTS  OF THE  PARTIES.   THERE ARE  NO UNWRITTEN  ORAL
 AGREEMENTS BETWEEN THE PARTIES.

      IN WITNESS  WHEREOF, the  parties have  executed  this Amendment  A  to
 Eighth Amended  and  Restated Loan  Agreement  to  be effective  as  of  the
 Effective Date.


                                    BANK OF AMERICA, N.A.



                                    By: /s/
                                       ------------------
                                       BO CONRAD
                                       Title: Vice President



                                    PEERLESS MFG. CO.

                                    By: /s/
                                       ------------------
                                       Name:  Sherrill Stone
                                       Title: President