content: <PAGE>   1
  As filed with the Securities and Exchange Commission on December 3, 1996.
                                                       Registration No. 333-
  --------------------------------------------------------------------------------
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    FORM S-8
  
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
  
                                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
                                 (214) 357-6181
  
  
       (Address, including Zip Code,  and Telephone Number, including Area
               Code, of Registrant's Principal Executive Offices)
  
                             -----------------------
  
          PEERLESS MFG. CO. 1995 STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full Title of Plan)
   
                            -----------------------
  
            SHERRILL STONE                                       COPY TO:
  PRESIDENT AND CHIEF EXECUTIVE OFFICER                  R. CLAYTON MULFORD, ESQ.
            PEERLESS MFG. CO.                             HUGHES & LUCE, L.L.P.
          2819 WALNUT HILL LANE                       1717 MAIN STREET, SUITE 2800
           DALLAS, TEXAS  75229                           DALLAS, TEXAS  75201
              (214) 357-6181
     (Name, Address, and Telephone Number,
  including Area Code, of Agent for Service)
  
  
                           ---------------------------
  
  
                         CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  ------------------------------------------------------------------------------------------------------------------
  TITLE OF EACH CLASS         AMOUNT           PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF     
    OF SECURITIES             TO BE             OFFERING PRICE           AGGREGATE             REGISTRATION   
   TO BE REGISTERED         REGISTERED(1)         PER SHARE(2)       OFFERING PRICE(2)             FEE        
  ------------------------------------------------------------------------------------------------------------------
  <S>                       <C>                <C>                   <C>                       <C>
  Common Stock, $1.00
  par value                  100,000                $12.75               $1,275,000              $386.36
  ------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      registration statement also covers an indeterminate additional amount of
      shares of Common Stock to be offered or sold pursuant to the antidilution
      provisions of the Peerless Mfg. Co. 1995 Stock Option and Restricted Stock
      Plan.
  (2) Estimated solely for the purpose of calculating the registration fee on the
      basis of the average of the high and low price paid per share of Common
      Stock, as reported on the Nasdaq National Market on November 27, 1996, in
      accordance with Rule 457(h) promulgated under the Securities Act of 1933,
      as amended.
  <PAGE>   2
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Peerless Mfg. Co. (the "Registrant")
  are incorporated by reference in this Registration Statement:
  
           (a)     Annual Report on Form 10-K for the fiscal year ended June 30,
  1996, which contains the Registrant's audited financial statements for the
  Registrant's last completed fiscal year (the "1996 Form 10-K").
  
           (b)     Quarterly Report on Form 10-Q for the quarter ended September
  30, 1996.
  
           (c)     All reports filed by the Registrant pursuant to Sections 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the 1996 Form 10-K.
  
           (d)     The description of the Registrant's common stock, par value
  $1.00 per share (the "Common Stock"), contained in the Registrant's
  Registration Statement on Form 8-A, dated October 29, 1970, (File Number
  05214), including any amendment or report filed for the purpose of updating
  such description.
  
           All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment to this Registration Statement which indicates that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents (such documents, and the documents enumerated
  above, "Incorporated Documents").
  
           Any statement contained in an Incorporated Document shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  Incorporated Document modifies or supersedes such statement.  Any statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  
  
  
  
                                        II-1
  <PAGE>   3
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant's charter and bylaws provide that the Registrant may
  indemnify a person who was, is or is threatened to be made a named defendant or
  respondent in a proceeding because the person is or was an officer or director
  of the Registrant if it is determined that the person:  (a) conducted himself
  in good faith; (b) reasonably believed: (i) in the case of conduct in his
  official capacity as a director or officer of the corporation, that his conduct
  was in the corporation's best interest; and (ii) in all other cases, that his
  conduct was at least not opposed to the corporation's best interests; and (c)
  in the case of any criminal proceeding, had no reasonable cause to believe his
  conduct was unlawful.  However, no indemnification shall be made with respect
  to any claim, issue or manner as to which such officer or director has been
  adjudged liable for negligence or misconduct in the performance of his or her
  duty to the Registrant and only to the extent that the court in which such suit
  or action was brought shall determine upon application that such person is
  fairly and reasonably entitled to indemnity.  A director or officer may be
  indemnified by the Registrant against judgments, penalties (including excise
  and similar taxes), fines, settlements and reasonable expenses (including
  attorneys' fees) actually incurred by the director or officer in connection
  with any such proceeding; but if the proceeding was brought by or in behalf of
  the Registrant, the indemnification is limited to reasonable expenses actually
  incurred by the person in connection with the proceeding.
  
           The Registrant's charter and bylaws require indemnification of an
  officer or director against reasonable expenses (including attorneys' fees)
  incurred by him in connection with a proceeding in which he is a party because
  he is a director if he has been wholly successful, on the merits or otherwise,
  in the defense of such proceeding.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
   4.1                   The Company's Articles of Incorporation, as amended to
                         date (filed as Exhibit 1 to the Company's Registration 
                         Statement on Form S-1, Registration No. 2-35767) and
                         amended by the Company's December 12, 1990 Form 8
                         amending Exhibit 3(a) to the Company's Annual Report on
                         Form 10-K dated June 30, 1990, and incorporated
                         herein by reference.
  
   4.2                   The Company's Bylaws, as amended to date (filed as
                         Exhibit  3(b) to the Company's Annual Report on Form
                         10-K, dated June 30, 1993, and incorporated herein by
                         reference). 
  
   5.1*                  Opinion of Hughes & Luce, L.L.P.
  
  23.1*                  Consent of Grant Thornton, LLP
  
  
  
  
  
                                        II-2
  <PAGE>   4
  23.2*                  Consent of Hughes & Luce, L.L.P. (contained in 
                         Exhibit 5.1)
  
  24.1*                  Power of Attorney (contained in signature page)
  
  --------------------------
  *Filed herewith.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     The Registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                           (i)      To include any prospectus required by Section
                   10(a)(3) of the Securities Act;
  
                          (ii)      To reflect in the prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                         (iii)      To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the Registrant pursuant to
           Section 13 or Section 15(d) of the Exchange Act that are incorporated
           by reference in the Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act, each such post- effective amendment shall be
           deemed to be a new registration statement to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     The Registrant hereby undertakes that for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities
  
  
  
  
  
                                       II-3
  <PAGE>   5
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
           (c)     Insofar as indemnification by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable.  In the event that a claim
  for indemnification by the Registrant against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
  
  
  
                                       II-4
  <PAGE>   6
                                    SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the city of Dallas, State of Texas, on November 21, 1996.
  
  
                                    PEERLESS MFG. CO.
                              
                              
                                    By:  /s/  Sherrill Stone                    
                                         ---------------------------------------
                                         Sherrill Stone
                                         President and Chief Executive Officer
                              
                              
  
  
  
                                        II-5
  <PAGE>   7
  
                                POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Peerless Mfg. Co.,
  hereby severally constitute and appoint Sherrill Stone and Kent J. Van Houten,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all amendments (including post-effective amendments) to the Registration
  Statement, and generally to do all things in our name and behalf in the
  capacities indicated below to enable Peerless Mfg. Co. to comply with the
  provisions of the Securities Act of 1933, as amended, and all requirements to
  the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  
  
  <TABLE>
                                                                        
               Signature                                   Title                                            Date
               ---------                                   -----                                            ----
                                                                                             
                                                                                             
  <S>                                       <C>                                                      <C>
      /s/ Sherrill Stone                    Chairman of the Board, President and                     November 21, 1996
      ------------------------------              Chief Executive Officer                                             
            Sherrill Stone                     (Principal Executive Officer)                 
                                                                                             
                                                                                             
      /s/ D.D. Battershell                                Director                                   November 21, 1996
      ------------------------------                                                                                  
             D. D. Battershell                                                               
                                                                                             
      /s/ Bernard S. Lee                                  Director                                   November 21, 1996
      ------------------------------                                                                                  
              Bernard S. Lee                                                                 
                                                                                             
      /s/ J. V. Mariner                                   Director                                   November 21, 1996
      ------------------------------                                                                                  
               J. V. Mariner                                                                 
                                                                                             
      /s/ Donald A. Sillers, Jr.                          Director                                   November 21, 1996
      ------------------------------                                                                                  
          Donald A. Sillers, Jr.                                                             
                                                                                             
      /s/ Kent J. Van Houten                    Chief Financial Officer and                          November 21, 1996
      ------------------------------                Secretary-Treasurer                                               
          Kent J. Van Houten                  (Principal Financial Officer and               
                                               Principal Accounting Officer)                 
                                                                        
  </TABLE>                                                              
  
  
  
  
  
  
                                        II-6
  
  
  
  
  
  
  <PAGE>   8
                                INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                   DESCRIPTION
  -------                  -----------
  <S>                    <C>
   4.1                   The Company's Articles of Incorporation, as amended to
                         date (filed as Exhibit 1 to the Company's Registration 
                         Statement on Form S-1, Registration No. 2-35767) and
                         amended by the Company's December 12, 1990 Form 8
                         amending Exhibit 3(a) to the Company's Annual Report on
                         Form 10-K dated June 30, 1990, and incorporated
                         herein by reference.
  
   4.2                   The Company's Bylaws, as amended to date (filed as
                         Exhibit 3(b) to the Company's Annual Report on Form
                         10-K, dated June 30, 1993, and incorporated herein by 
                         reference). 
  
   5.1*                  Opinion of Hughes & Luce, L.L.P.
  
  23.1*                  Consent of Grant Thornton, LLP
  
  23.2*                  Consent of Hughes & Luce, L.L.P. (contained in 
                         Exhibit 5.1)
  
  24.1*                  Power of Attorney (contained on signature page)
  </TABLE>
  
  ------------
  *Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED DECEMBER 3, 1996", "secsgml_size_bytes": 20064}]
metadata_filer: {"company-data": {"conformed-name": "PEERLESS MANUFACTURING CO", "cik": "0000076954", "assigned-sic": "3569", "irs-number": "750724417", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17229", "film-number": "96675504"}, "business-address": {"street1": "2819 WALNUT HILL LN", "city": "DALLAS", "state": "TX", "zip": "75229", "phone": "2143576181"}, "mail-address": {"street1": "P.O. BOX 540667", "city": "DALLAS", "state": "TX", "zip": "75354"}}
text: 1
  As filed with the Securities and Exchange Commission on December 3, 1996.
                                                       Registration No. 333-
  --------------------------------------------------------------------------------
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    FORM S-8
  
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
  
                                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
                                 (214) 357-6181
  
       (Address, including Zip Code,  and Telephone Number, including Area
               Code, of Registrant's Principal Executive Offices)
  
                             -----------------------
  
          PEERLESS MFG. CO. 1995 STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full Title of Plan)
   
                            -----------------------
  
            SHERRILL STONE                                       COPY TO:
  PRESIDENT AND CHIEF EXECUTIVE OFFICER                  R. CLAYTON MULFORD, ESQ.
            PEERLESS MFG. CO.                             HUGHES & LUCE, L.L.P.
          2819 WALNUT HILL LANE                       1717 MAIN STREET, SUITE 2800
           DALLAS, TEXAS  75229                           DALLAS, TEXAS  75201
              (214) 357-6181
     (Name, Address, and Telephone Number,
  including Area Code, of Agent for Service)
  
                           ---------------------------
  
                         CALCULATION OF REGISTRATION FEE
  
  ------------------------------------------------------------------------------------------------------------------
  TITLE OF EACH CLASS         AMOUNT           PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF     
    OF SECURITIES             TO BE             OFFERING PRICE           AGGREGATE             REGISTRATION   
   TO BE REGISTERED         REGISTERED(1)         PER SHARE(2)       OFFERING PRICE(2)             FEE        
  ------------------------------------------------------------------------------------------------------------------
  Common Stock, $1.00
  par value                  100,000                $12.75               $1,275,000              $386.36
  ------------------------------------------------------------------------------------------------------------------
  (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      registration statement also covers an indeterminate additional amount of
      shares of Common Stock to be offered or sold pursuant to the antidilution
      provisions of the Peerless Mfg. Co. 1995 Stock Option and Restricted Stock
      Plan.
  (2) Estimated solely for the purpose of calculating the registration fee on the
      basis of the average of the high and low price paid per share of Common
      Stock, as reported on the Nasdaq National Market on November 27, 1996, in
      accordance with Rule 457(h) promulgated under the Securities Act of 1933,
      as amended.
  2
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Peerless Mfg. Co. (the "Registrant")
  are incorporated by reference in this Registration Statement:
  
           (a)     Annual Report on Form 10-K for the fiscal year ended June 30,
  1996, which contains the Registrant's audited financial statements for the
  Registrant's last completed fiscal year (the "1996 Form 10-K").
  
           (b)     Quarterly Report on Form 10-Q for the quarter ended September
  30, 1996.
  
           (c)     All reports filed by the Registrant pursuant to Sections 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the 1996 Form 10-K.
  
           (d)     The description of the Registrant's common stock, par value
  $1.00 per share (the "Common Stock"), contained in the Registrant's
  Registration Statement on Form 8-A, dated October 29, 1970, (File Number
  05214), including any amendment or report filed for the purpose of updating
  such description.
  
           All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment to this Registration Statement which indicates that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents (such documents, and the documents enumerated
  above, "Incorporated Documents").
  
           Any statement contained in an Incorporated Document shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  Incorporated Document modifies or supersedes such statement.  Any statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                        II-1
  3
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant's charter and bylaws provide that the Registrant may
  indemnify a person who was, is or is threatened to be made a named defendant or
  respondent in a proceeding because the person is or was an officer or director
  of the Registrant if it is determined that the person:  (a) conducted himself
  in good faith; (b) reasonably believed: (i) in the case of conduct in his
  official capacity as a director or officer of the corporation, that his conduct
  was in the corporation's best interest; and (ii) in all other cases, that his
  conduct was at least not opposed to the corporation's best interests; and (c)
  in the case of any criminal proceeding, had no reasonable cause to believe his
  conduct was unlawful.  However, no indemnification shall be made with respect
  to any claim, issue or manner as to which such officer or director has been
  adjudged liable for negligence or misconduct in the performance of his or her
  duty to the Registrant and only to the extent that the court in which such suit
  or action was brought shall determine upon application that such person is
  fairly and reasonably entitled to indemnity.  A director or officer may be
  indemnified by the Registrant against judgments, penalties (including excise
  and similar taxes), fines, settlements and reasonable expenses (including
  attorneys' fees) actually incurred by the director or officer in connection
  with any such proceeding; but if the proceeding was brought by or in behalf of
  the Registrant, the indemnification is limited to reasonable expenses actually
  incurred by the person in connection with the proceeding.
  
           The Registrant's charter and bylaws require indemnification of an
  officer or director against reasonable expenses (including attorneys' fees)
  incurred by him in connection with a proceeding in which he is a party because
  he is a director if he has been wholly successful, on the merits or otherwise,
  in the defense of such proceeding.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
   4.1                   The Company's Articles of Incorporation, as amended to
                         date (filed as Exhibit 1 to the Company's Registration 
                         Statement on Form S-1, Registration No. 2-35767) and
                         amended by the Company's December 12, 1990 Form 8
                         amending Exhibit 3(a) to the Company's Annual Report on
                         Form 10-K dated June 30, 1990, and incorporated
                         herein by reference.
  
   4.2                   The Company's Bylaws, as amended to date (filed as
                         Exhibit  3(b) to the Company's Annual Report on Form
                         10-K, dated June 30, 1993, and incorporated herein by
                         reference). 
  
   5.1*                  Opinion of Hughes & Luce, L.L.P.
  
  23.1*                  Consent of Grant Thornton, LLP
  
                                        II-2
  4
  23.2*                  Consent of Hughes & Luce, L.L.P. (contained in 
                         Exhibit 5.1)
  
  24.1*                  Power of Attorney (contained in signature page)
  
  --------------------------
  *Filed herewith.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     The Registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                           (i)      To include any prospectus required by Section
                   10(a)(3) of the Securities Act;
  
                          (ii)      To reflect in the prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                         (iii)      To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the Registrant pursuant to
           Section 13 or Section 15(d) of the Exchange Act that are incorporated
           by reference in the Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act, each such post- effective amendment shall be
           deemed to be a new registration statement to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     The Registrant hereby undertakes that for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in the Registration Statement shall be deemed to be a new
  registration statement relating to the securities
  
                                       II-3
  5
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
           (c)     Insofar as indemnification by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable.  In the event that a claim
  for indemnification by the Registrant against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                       II-4
  6
                                    SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the city of Dallas, State of Texas, on November 21, 1996.
  
                                    PEERLESS MFG. CO.
                              
                              
                                    By:  /s/  Sherrill Stone                    
                                         ---------------------------------------
                                         Sherrill Stone
                                         President and Chief Executive Officer
                              
                              
  
                                        II-5
  7
  
                                POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Peerless Mfg. Co.,
  hereby severally constitute and appoint Sherrill Stone and Kent J. Van Houten,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all amendments (including post-effective amendments) to the Registration
  Statement, and generally to do all things in our name and behalf in the
  capacities indicated below to enable Peerless Mfg. Co. to comply with the
  provisions of the Securities Act of 1933, as amended, and all requirements to
  the Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  
                                                                        
               Signature                                   Title                                            Date
               ---------                                   -----                                            ----
  /s/ Sherrill Stone                    Chairman of the Board, President and                     November 21, 1996
      ------------------------------              Chief Executive Officer                                             
            Sherrill Stone                     (Principal Executive Officer)                 
                                                                                             
                                                                                             
      /s/ D.D. Battershell                                Director                                   November 21, 1996
      ------------------------------                                                                                  
             D. D. Battershell                                                               
                                                                                             
      /s/ Bernard S. Lee                                  Director                                   November 21, 1996
      ------------------------------                                                                                  
              Bernard S. Lee                                                                 
                                                                                             
      /s/ J. V. Mariner                                   Director                                   November 21, 1996
      ------------------------------                                                                                  
               J. V. Mariner                                                                 
                                                                                             
      /s/ Donald A. Sillers, Jr.                          Director                                   November 21, 1996
      ------------------------------                                                                                  
          Donald A. Sillers, Jr.                                                             
                                                                                             
      /s/ Kent J. Van Houten                    Chief Financial Officer and                          November 21, 1996
      ------------------------------                Secretary-Treasurer                                               
          Kent J. Van Houten                  (Principal Financial Officer and               
                                               Principal Accounting Officer)
  II-6
  8
                                INDEX TO EXHIBITS
  EXHIBIT
  NUMBER                   DESCRIPTION
  -------                  -----------
  4.1                   The Company's Articles of Incorporation, as amended to
                         date (filed as Exhibit 1 to the Company's Registration 
                         Statement on Form S-1, Registration No. 2-35767) and
                         amended by the Company's December 12, 1990 Form 8
                         amending Exhibit 3(a) to the Company's Annual Report on
                         Form 10-K dated June 30, 1990, and incorporated
                         herein by reference.
  
   4.2                   The Company's Bylaws, as amended to date (filed as
                         Exhibit 3(b) to the Company's Annual Report on Form
                         10-K, dated June 30, 1993, and incorporated herein by 
                         reference). 
  
   5.1*                  Opinion of Hughes & Luce, L.L.P.
  
  23.1*                  Consent of Grant Thornton, LLP
  
  23.2*                  Consent of Hughes & Luce, L.L.P. (contained in 
                         Exhibit 5.1)
  
  24.1*                  Power of Attorney (contained on signature page)
  ------------
  *Filed herewith