SECURITIES AND EXCHANGE COMMISSION
                         Washington,  D. C.  20549

                                 Form 10-Q

      (Mark One)
          x        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
        ____       SECURITIES EXCHANGE ACT OF 1934

                   For the Quarterly Period Ended March 31, 2000

                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        ____       THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from __________ to __________

                         Commission File Number 0-5214
                                PEERLESS MFG. CO.
            (Exact name of registrant as specified in its charter)

              Texas                                  75-0724417
 ------------------------------------------------------------------
 (State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 identification No.)


     2819 Walnut Hill Lane         Dallas, Texas          75229
     P. O. Box 540667              Dallas, Texas          75354
     ----------------------------------------------------------
     (Address of principal executive offices)        (Zip code)

 Registrant's telephone number, including area code   (214) 357-6181

                                None
         Former name, former address and former fiscal year,
         if changed since last report.

 Indicate by a check mark  whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding  12  months  (or for shorter periods 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
                             -----          -----

 Indicate the number of shares outstanding of each of the issuer's classes
 of common stock, as of the latest practicable date.

            Class                            Outstanding at May 12, 2000
   -----------------------------             ---------------------------
   Common stock, $1.00 par value                  1,463,192 Shares

<PAGE>

                            PEERLESS MFG. CO.

                                 INDEX

                                                                       Page
                                                                      Number
                                                                      ------
  Part I:  Financial Information

           Item 1: Consolidated Financial Statements

             Condensed Consolidated Balance Sheets for the
             periods ended March 31, 2000 and June 30, 1999.             3

             Condensed Consolidated Statements of Earnings for the
             three and nine months ended March 31, 2000 and 1999.        4

             Condensed Consolidated Statements of Cash Flows for
             the nine months ended March 31, 2000 and 1999.              5

             Notes to the Condensed Consolidated Financial Statements  6 - 8

           Item 2: Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.                9 - 11


  Part II:  Other Information

            Legal Proceedings                                           12

            Exhibits and Reports                                      12 - 14

            Signatures                                                  15




                                   2 of 15

<PAGE>
                                     PART  I
                               FINANCIAL INFORMATION
 Item 1. Financial Statements
<TABLE>
                                 PEERLESS MFG. CO.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                       March 31,      June 30,
                                                         2000           1999
                                                      ----------     ----------
 Assets:                                               (UNAUDITED)    (AUDITED)
 <S>                                                 <C>            <C>
 Current assets:
    Cash and cash equivalents                        $   173,979    $   210,866
    Short term investments                               273,343        273,343
    Accounts receivable-principally trade-net
      of allowance for doubtful accounts of
      $757,364 at March 31, 2000 and $685,330
      at June 30, 1999                                13,136,104     12,195,037
    Inventories:
       Raw materials                                   1,501,120        961,450
       Work in process                                 1,396,935      2,522,182
       Finished goods                                    498,941        247,338
    Costs and earnings in excess of billings
      on uncompleted contracts                         3,769,819      3,268,181
    Other                                              3,208,413        777,635
                                                      ----------     ----------
       Total current assets                           23,958,654     20,456,032

 Property, plant and equipment-at Cost,
   less accumulated depreciation                       3,512,871      2,102,546
 Property held for investment-at Cost,
   less accumulated depreciation                          68,900         68,900
 Deferred income taxes                                    59,613         59,613
 Other assets                                            925,093        791,681
                                                      ----------     ----------
                                                     $28,525,131    $23,478,772
                                                      ==========     ==========
 Liabilities and Stockholders' Equity:
 Current liabilities:
    Notes payable                                    $ 2,806,144    $      -
    Accounts payable-trade                             5,008,743      5,626,058
    Billings in excess of costs and earnings
      on uncompleted contracts                         2,808,417        572,970
    Commissions payable                                  875,764      1,204,584
    Accrued liabilities:
       Compensation                                      800,328      1,188,165
       Warranty                                          245,373        313,773
       Deferred income taxes                              42,736         42,736
       Other                                             886,476         38,669
                                                      ----------     ----------
       Total current liabilities                      13,473,981      8,986,955

 Stockholders' equity:
    Common stock-authorized 10,000,000 shares of $1
      par value; issued and outstanding, 1,463,192
      shares and 1,452,492 shares at March 31, 2000
      and June 30, 1999, respectively                  1,463,192      1,452,492
    Additional paid-in capital                         2,637,401      2,539,951
    Unamortized value of restricted stock grants         (37,363)        (4,719)
    Cumulative foreign currency
      translation adjustment                            (178,966)      (103,824)
    Retained earnings                                 11,166,886     10,607,917
                                                      ----------     ----------
                                                      15,051,150     14,491,817
                                                      ----------     ----------
                                                     $28,525,131     23,478,772
                                                      ==========     ==========

 The accompanying notes are an integral part of these statements.

                                   3 of 15
</TABLE>
<PAGE>
<TABLE>
                                    PEERLESS MFG. CO.
                            CONDENSED STATEMENTS OF EARNINGS
                                       (UNAUDITED)


                                          Three Months Ended             Nine Months Ended
                                               March 31,                     March 31,
                                          2000           1999           2000           1999
                                       ----------     ----------     ----------     ----------
<S>                                   <C>            <C>            <C>            <C>
Revenues                              $13,764,001    $ 9,741,644    $36,429,369    $30,043,169
Cost of goods sold                      9,384,365      6,226,860     24,554,877     19,949,123
                                       ----------     ----------     ----------     ----------
      Gross profit                      4,379,636      3,514,784     11,874,492     10,094,046

Operating expenses                      3,444,649      2,670,421      9,832,641      7,991,510
                                       ----------     ----------     ----------     ----------
      Operating income                    934,987        844,363      2,041,851      2,102,536

Other income(expense)
   Interest income                         29,990         16,840         33,179         40,513
   Interest expense                       (19,837)             -        (40,323)       (18,898)
   Foreign exchange gains(losses)         (25,572)       (25,808)        38,314       (119,163)
   Other, net                             (43,768)       (59,802)       (70,238)       (72,607)
                                       ----------     ----------     ----------     ----------
                                          (59,187)       (68,770)       (39,068)      (170,155)
                                       ----------     ----------     ----------     ----------
Earnings before Federal income tax        875,800        775,593      2,002,783      1,932,381

Federal income tax
   Current                                314,004        261,746        716,059        698,058
   Deferred                                     -         18,713           (741)        27,618
                                       ----------     ----------     ----------     ----------
                                          314,004        280,459        715,318        725,676
                                       ----------     ----------     ----------     ----------
Net earnings                              561,796        495,134      1,287,465      1,206,705
                                       ==========     ==========     ==========     ==========
Basic and diluted earnings per share        $0.38          $0.34          $0.88          $0.83
                                       ==========     ==========     ==========     ==========

Basic weighted average shares           1,462,363      1,454,048      1,457,619      1,456,361
Dilutive options                           17,237            563          9,985          3,084
                                       ----------     ----------     ----------     ----------
Adjusted weighted average shares        1,479,600      1,454,611      1,467,604      1,459,445
                                       ==========     ==========     ==========     ==========
Cash dividend per common share             $0.125         $0.125         $0.375         $0.375
                                       ==========     ==========     ==========     ==========


The accompanying notes are an integral part of these statements.

                                   4 of 15
</TABLE>
<PAGE>
<TABLE>
                                PEERLESS MFG. CO.
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                                       For the nine months ended
                                                       ------------------------
                                                               March 31,
                                                          2000           1999
                                                       ----------    ----------
 <S>                                                  <C>           <C>
 Cash flows from operating activities
   Net earnings                                       $ 1,287,465   $ 1,206,705
   Adjustments to reconcile earnings to net cash
      provided by (used in) operating activities:
          Depreciation and amortization                   331,116       251,740
          Other                                             8,219       (19,323)
          Changes in operating assets and liabilities
             Accounts receivable                         (941,067)    3,380,562
             Inventories                                  333,974      (114,182)
             Cost and earnings in excess of billings
                   on uncompleted contracts              (501,638)   (1,498,838)
             Other current assets                      (2,430,778)     (105,773)
             Other assets                                (133,412)      (41,030)
             Accounts payable                            (617,315)   (1,757,246)
             Billings in excess of costs and earnings
                   on uncompleted contracts             2,235,447        90,005
             Commissions payable                         (328,820)       89,543
             Accrued liabilities                          209,508      (366,767)
                                                       ----------    ----------
                                                       (1,834,766)      (91,309)
                                                       ----------    ----------
 Net cash provided by (used in) operating activities     (547,301)    1,115,396

 Cash flows from investing activities:
    Net sales (purchases) of property and equipment    (1,741,441)     (180,605)
                                                       ----------    ----------
 Net cash provided by (used in) investing activities   (1,741,441)     (180,605)

 Cash flows from financing activities:
    Net change in short-term borrowings                 2,806,144      (200,000)
    Proceeds from issuance of common stock                 67,288          -
    Dividends paid                                       (546,435)     (545,935)
                                                       ----------    ----------
 Net cash provided by (used in) financing activities    2,326,997      (745,935)

 Effect of exchange rate on cash and cash equivalents     (75,142)       (9,795)
                                                       ----------    ----------
 Net increase (decrease) in cash and cash equivalents     (36,888)      179,061

 Cash and cash equivalents at beginning of period         210,866       428,482
                                                       ----------    ----------
 Cash and cash equivalents at end period                  173,979       607,543
                                                        =========    ==========

 The accompanying notes are an integral part of these statements.

                                   5 of 15
</TABLE>
<PAGE>

                               PEERLESS MFG. CO.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 1.   The accompanying consolidated financial statements of Peerless Mfg. Co.
      and its subsidiaries (the "Company") have been prepared without  audit.
      In  our  opinion,  the  financial statements  reflect  all  adjustments
      necessary to present fairly the results of operations for the three and
      nine  months ending  March 31, 2000 and  1999, the Company's  financial
      position at March 31,  2000 and cash flows  for the nine months  ending
      March 31,  2000  and 1999.    These adjustments  are  of a  normal  and
      recurring nature, which are in the opinion of management, necessary for
      a fair presentation of the financial position and results of operations
      for the interim periods.

      Certain notes and other information have been condensed or omitted from
      the interim financial statements presented in this Quarterly  Report on
      Form 10-Q.   Therefore, these financial  statements should  be read  in
      conjunction with  our Annual  Report Form  10-K,  as  amended, for  the
      Fiscal  year  ended  June  30,  1999  and  the  consolidated  financial
      statements and notes included in our  June 30, 1999,  audited financial
      statements.

 2.   The results for interim periods are  not necessarily indicative of  the
      results to be expected for the full year.

 3.   We  have  formal  agreements  with  Bank  of  America  N.A.,   formerly
      NationsBank N.A.,  and Chase  Bank of  Texas  N.A. for  $5,500,000  and
      $3,500,000  respectively.  The   Bank  of  America   credit  line   was
      temporarily  increased   to  accommodate   the  acquisition   of   ABCO
      Industries. This $2,000,000 increase will  be refinanced into a  medium
      term loan by the end of the  current fiscal year. The credit line  will
      then be reduced  to the original  $3,500,000. The lines  of credit  are
      renewable annually.  Under  the terms of  these agreements, loans  bear
      interest at the prevailing prime rate and we are required to pay 1/4 of
      1% per annum on the  unused portion of the  facility.  Bank of  America
      and Chase Bank of  Texas provide us with  a LIBOR rate  option.  As  of
      March 31, 2000,  we  had $2,806,000 outstanding  against these lines of
      credit.  The Company had no amounts outstanding as of June 30, 1999.

                                   6 of 15
<PAGE>

 4.   We consolidate the accounts of our wholly-owned subsidiaries,  Peerless
      Europe Limited,  Peerless  Europe  B.V.,  and  ABCO  Industries.    All
      significant intercompany accounts and transactions have been eliminated
      in the consolidation.

 5.   We identify  reportable  segments based  on  management  responsibility
      within our  corporate  structure.   We  have  two  reportable  industry
      segments which are set out below:

<TABLE>
                  Gas/Liquid    Selective     Unallocated     Consolidated
                  Filtration    Catalytic     Corporate
                                Reduction     Expenses
                                Systems
                  ---------     ---------     -----------     -----------
 <S>             <C>           <C>            <C>            <C>
 Three months
 ending 3/31/00
 --------------
 Revenues from   $6,086,000    $7,678,000            -        $13,764,000
 Customers

 Segment          ($264,000)   $2,360,000     ($1,161,000)       $935,000
 profit (loss)

 Three months
 ending 3/31/99
 --------------
 Revenues from   $8,308,000     1,433,000            -        $ 9,741,000
 Customers

 Segment         $1,345,000       222,000       ($723,000)    $   844,000
 profit (loss)


                                   7 of 15

<PAGE>

 Nine months
 ending 3/31/00
 --------------
 Revenues from  $22,286,000   $14,143,000            -        $36,429,000
 Customers

 Segment         $1,737,000    $3,688,000     ($3,383,000)     $2,042,000
 profit (loss)

 Nine months
 ending 3/31/99
 --------------
 Revenues from  $26,626,000    $3,417,000            -        $30,043,000
 Customers

 Segment         $3,877,000      $494,000     ($2,268,000)     $2,103,000
 profit (loss)

</TABLE>
                                   8 of 15
<PAGE>

 Item 2.   Management's discussion and analysis of financial condition and
           results of operations.

 This report contains certain  forward-looking statements  within the meaning
 of Section  27A  of the  Securities  Act of  1933  and Section  21E  of  the
 Securities Exchange Act of  1934.  Such statements  are subject to  inherent
 risks and  uncertainties, some  of which  cannot be predicted or quantified.
 Actual results could differ materially from those projected in the  forward-
 looking statements as a  result of changes  in market conditions,  increased
 competition, global and domestic economic conditions, or other factors.  The
 following discussion and  analysis should be  read in  conjunction  with the
 attached consolidated financial statements  and  notes thereto, and with the
 Company's audited financial statements and notes thereto for the fiscal year
 ended June 30, 1999.


 Capital Resources and Liquidity

 As a general policy, corporate liquidity  is maintained at a level  adequate
 to support existing  operations and planned  internal growth,  and to  allow
 continued operations through periods of unanticipated adversity.

 Cash and  equivalents  decreased  $37,000  from  June  30,  1999.    Company
 operations used $547,000.  This was comprised primarily from net earnings of
 $1,287,000, increased net billings in excess  of costs  of $1,734,000, lower
 inventories of $334,000,  and depreciation  and  amortization  of  $331,000.
 These positive  cashflows were  offset by  increased Account  Receivable  of
 $941,000, increases  in  other assets  of  $2,431,000  representing  advance
 payment  to  sub-contractors,  reductions  in   both  accounts  payable  and
 commissions  payable  of  $617,000  and  $329,000  respectively.   Investing
 activities  used  $1,741,000  for  the  purchase  of  the  assets  of   ABCO
 Industries.   Financing  activities  provided  $2,327,000  through increased
 short-term bank  borrowings  of  $2,806,000  offset  by  dividends  paid  of
 $546,000.

                                   9 of 15
<PAGE>

 We continue to  finance plant  expansion, equipment  purchases, and  working
 capital  requirements  primarily  through  the  retention  of  earnings.  In
 addition to retained earnings, we have from time to time used two short-term
 bank credit lines  totaling $7,000,000  to supplement  working capital.  The
 acquisition of the assets  of ABCO Industries Inc.,  was financed through  a
 $2,000,000 increase in the line of credit  with Bank of America.  This  will
 be rolled into  a medium  term loan  by the end  of the current fiscal year.
 We currently have  no material  commitments for  capital expenditures  other
 than with  respect  to  our  established  plant  and  equipment  maintenance
 program.

 REVENUE:  Revenue increased 41% from  $9,742,000 for the three months  ended
 March 31, 1999 to $13,764,000 for the three months ended March 31, 2000. The
 increase in revenues was due to improved revenues from the SCR product  line
 and was partially  offset by lower  sales from the  traditional products  of
 filtration and  separation systems.   For  the nine  month period,  revenues
 increased 21% from $30,043,000 for the  nine months ended March 31, 1999  to
 $36,429,000 for the nine months ended March 31, 2000. The year to date sales
 improvement is due to strong sales of SCR products.

 The backlog of uncompleted  orders and letters of  intent at March 31,  2000
 was approximately $38,600,000  as compared to  a March 31,  1999 backlog  of
 $25,500,000.  Of the  $38,600,000 backlog at  March 31, 2000,  approximately
 50% is scheduled to be completed in the current fiscal year.

 GROSS PROFIT:   Gross profit  increased 24%  from $3,515,000  for the  three
 months ended March 31,1999  to $4,380,000 for the  three months ended  March
 31, 2000.  For  the nine month  period ending March  31, 2000, gross  profit
 increased 17% to  $11,874,000 from $10,094,000  for the  nine months  ending
 March 31, 1999.  The increased gross profit is primarily attributable to the
 increased revenue from environmental, nuclear, and marine products.

 OPERATING EXPENSES:   Operating expenses increased  29% from $2,670,000  for
 the three months  ended March 31,  1999 to $3,445,000  for the three  months
 ended March 31,2000.  For the nine months, operating expenses increased  23%
 from $7,992,000  for the  nine  months ending  March  31, 1999  compared  to
 $9,833,000 for the nine  months ending March 31,  2000. Year to date  higher
 operating expenses are primarily due to increased implementation cost for an
 ERP System, combined with greater warranty expense.

                                  10 of 15
<PAGE>

 OTHER INCOME/(EXPENSE):   We recognized net  other expense of  approximately
 $59,000 for the  three months  ended March 31,  2000 compared  to net  other
 expenses of approximately $69,000 for the three months ended March 31, 1999.
 This decline was primarily due to reductions in legal settlements.


 INTERNATIONAL MARKETS:

 Demand for  the Company's  products in  Southeast Asia  remained slow  as  a
 result  of  the  current  financial  situation  there.    However,  we   are
 experiencing an increase in orders of our company's products through our  UK
 subsidiary, Peerless Europe Ltd.


 SCR Products:

 Orders for  the  purchase  of SCR  environmental  protection  products  have
 continued to be strong.  New SCR opportunities are the result of the new gas
 turbine powered electric  generating facilities being  built to fill  demand
 for electric power  in the U.S.   These projects  require clean burning  gas
 which in turn  creates the opportunity  to sell the  Company's gas  cleaning
 equipment.  Coal fired electric power plants are also adding SCR products to
 comply with  US  Government mandated  lower  NOx emission  levels.  Peerless
 provides ammonia storage and delivery systems to be used as part of the  SCR
 systems installed at these coal fired plants.


                                  11 of 15
<PAGE>

                               PEERLESS MFG. CO.

                                   PART II

                               OTHER INFORMATION

 ITEM 1 -- LEGAL PROCEEDINGS

      REFERENCE IS MADE  TO OUR ANNUAL REPORT ON FORM  10-K, AS AMENDED, ITEM
      3, PAGE 5, "LEGAL PROCEEDINGS" FOR THE FISCAL YEAR ENDED JUNE 30, 1999.
      FOR  THE  NINE  MONTHS  ENDED  MARCH 31, 2000 THERE  WERE  NO  MATERIAL
      DEVELOPMENTS OR NEW PROCEEDINGS FILED AGAINST THE COMPANY.


 ITEM 6 -- EXHIBITS AND REPORTS -- FORM 8-K

 (a)       EXHIBITS:

           References are to the Company's SEC File Number 0-05214.


 3(a)      Articles of Incorporation, as amended to date (filed as Exhibit
           3(a) to our Quarterly Report on Form 10-Q, dated December 31,
           1997, and incorporated herein by reference).

 3(b)      Bylaws, as amended to date (filed as Exhibit 3(b) to our Annual
           Report on Form 10-K, dated June 30, 1997, and incorporated herein
           by reference).

 10(a)     Incentive Compensation Plan effective January 1, 1981, as amended
           January 23, 1991 (filed as Exhibit 10(b) to our Annual Report on
           Form 10-K, dated June 30, 1991, and incorporated herein by
           reference).

 10(b)     1985 Restricted Stock Plan for Peerless Mfg. Co., effective
           December 13, 1985 (filed as Exhibit 10(b) to our Annual Report on
           Form 10-K, dated June 30, 1993, and incorporated herein by
           reference).

 10(c)     1991 Restricted Stock Plan for Non-Employee Directors of Peerless
           Mfg. Co., adopted subject to shareholder approval May 24, 1991,
           and approved by shareholders November 20, 1991 (filed as Exhibit
           10(e) to our Annual Report on Form 10-K dated June 30, 1991, and
           incorporated herein by reference).

                                  12 of 15
<PAGE>

 10(d)     Employment Agreement, dated as of April 29, 1994, by and between
           Peerless Mfg. Co. and Sherrill Stone (filed as Exhibit 10(d) to
           our Annual Report on Form 10-K for the Fiscal year ended June 30,
           1994, and incorporated herein by reference).

 10(e)     Agreement, dated as of April 29, 1994 by and between Peerless Mfg.
           Co. and Sherrill Stone (filed as Exhibit 10(e) to our Annual
           Report on Form 10-K dated June 30, 1994 and incorporated herein by
           reference).

 10(f)     Eighth Amended and Restated Loan Agreement, dated as of December
           12, 1999, between Bank of America N.A., formerly NationsBank of
           Texas, N.A., and Peerless Mfg. Co. (filed as Exhibit 10(f) to our
           Quarterly Report on Form 10-Q, dated February 14, 2000 and
           incorporated herein by reference), as amended by Amendment A
           thereto, dated February 25, 2000.*

 10(g)     Second Amended and Restated Loan Agreement, dated as of December
           12, 1999, and Waiver and First Amendment to Second Amended and
           Restated Loan Agreement dated December 12, 1999, by and between
           Chase Bank of Texas N.A, and Peerless Mfg. Co. (filed as Exhibit
           10(g) to our Quarterly Report on Form 10-Q, dated February 14,
           2000 and incorporated herein by reference).

 10(h)     Peerless Mfg. Co. 1995 Stock Option and Restricted Stock Plan,
           adopted by the Board of Directors December  31, 1995 and approved
           by the Shareholders on November 21, 1996 (filed as Exhibit 10(h)
           to our Annual Report on Form 10-K dated June 30, 1997 and
           incorporated herein by reference), as amended by Amendment #1
           dated November 11, 1999.  (filed as exhibit 10(h) to our Quarterly
           Report on Form 10-Q, dated September 30, 1999 and incorporated
           herein by reference).

 10(i)     Rights Agreement between Peerless Mfg. Co. and ChaseMellon
           Shareholder Services, L.L.C., adopted by the Board of Directors
           May 21, 1997 (filed as Exhibit 1 to our Registration Statement on
           Form 8-A(File No. 0-05214) and incorporated herein by reference).

 10(j)     Employment Agreement dated as of July 23, 1999 by and between
           Peerless Mfg. Co. and G.D. Cornwell (filed as exhibit 10(j) to our
           Quarterly Report on Form 10-Q, dated September 30, 1999 and
           incorporated herein by reference).

                                  13 of 15
<PAGE>

 10(k)     Agreement dated as of July 23, 1999 by and between Peerless Mfg.
           Co. and G.D. Cornwell (filed as exhibit 10(k) to our Quarterly
           Report on Form 10-Q, dated September 30, 1999 and incorporated
           herein by reference).

 21        Our Subsidiaries (filed as Exhibit 21 to our Annual Report on Form
           10-K dated September 30, 1999, and incorporated herein by
           reference).

 27        Financial Data Schedule.*

 * Filed herewith

   (b)  Reports on Form 8-K.   We filed a Current Report on Form 8-K on
        March 13, 2000 to report our acquisition of substantially all the
        assets of ABCO Industries, Inc.  We subsequently filed an amendment
        to such Form 8-K on May 12, 2000 to include the financial statements
        of ABCO Industries, Inc. as of and for the periods ending September
        30, 1997, September 30, 1998, and September 30, 1999, and proforma
        financial information as of and for the periods ending June 30,
        1999, and December 31, 1999.


                                  14 of 15
<PAGE>

                                 SIGNATURES


 Pursuant to the  requirements of the  Securities Exchange Act  of 1934,  the
 registrant has duly caused  this report to  be signed on  its behalf by  the
 undersigned thereto duly authorized.

                                    PEERLESS MFG. CO.



 Dated: May 12, 2000


      /s/ Sherrill Stone                 /s/  Thomas J. Reeve
 ----------------------------       ----------------------------
 By:  Sherrill Stone                By:  Thomas J. Reeve
      Chairman, President and            Chief Financial Officer
      Chief Executive Officer


                                  15 of 15