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EXHIBIT 31(b)

CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-
OXLEYACT OF 2002)

I, Richard L. Travis, Jr., Chief Financial Officer of Peerless Mfg. Co.,
certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Peerless Mfg. Co.;                                                                                                                                                                                                                                  
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|2. |  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
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|3. |  | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;                   
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|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:                                                                               



| | (a) |  | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;              
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| | (b) |  | [Omitted in accordance with SEC Release Nos. 33-8238 and 34-47986]                                                                                                                                                                                                                                                                                                                          
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| | (c) |  | Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and                                                                                                         
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| | (d) |  | Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants second
fiscal quarter in the case of this quarterly report) that has
materially affected, or is reasonably likely to materially
affect, the registrants internal control over financial
reporting; and



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or
persons performing the equivalent functions):
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| | (a) |  | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial
information; and
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| | (b) |  | Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls over financial reporting.                                                                                              

|                        |  |                           
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|                        |  | /s/ Richard L. Travis, Jr.
|                        |  |                           
|                        |  | Richard L. Travis, Jr.    
|                        |  | Chief Financial Officer   
|Date: February 13, 2004 |  |