UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                           SCHEDULE 13G

          Under the Securities and Exchange Act of 1934
	                (Amendment No. 2)*

		  Peerless Manufacturing Company
			(Name Of Issuer)

		  Common stock, par value $1.00
                  (Title of Class of Securities)

                           705514107
                        (CUSIP Number)

                         October 4, 2001
      (Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which
this schedule is filed:

	[  ]	Rule 13d-1(b)

	[ X]	Rule 13d-1(c)

	[  ]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.

The information required in the remainder of this cover page shall
not be deemed "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).


CUSIP NO. 705514107		SCHEDULE 13G

1.  NAME OF THE REPORTING PERSON

    STEVEN T. NEWBY

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF
    A GROUP			(a) [   ]
				(b) [X]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    UNITED STATES

NUMBER OF	5.  SOLE VOTING POWER
SHARES		    72,200
BENEFICALLY	6.  SHARED VOTING POWER
OWNED BY	    -0-
EACH		7.  SOLE DISPOSITIVE POWER
REPORTING	    72,200
PERSON		8.  SHARED VOTING POWER
WITH		    -0-

9.  AGGREGATE AMOUNT BENEFICALLY OWNED BY
    EACH REPORING PERSON
    72,200

10. CHECK THE BOX IF THE AGGREGATE AMOUNT IN
    ROW (9) EXCLUDES CERTAIN SHARES    [  ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT
    IN ROW (9)
    4.8%

12. TYPE OF REPORTING PERSON
    IN

The purpose of this filing is to report that Steven T. Newby is no
longer a beneficial owner of the $0.00 par value Common Stock
of Peerless Manufacturing Company.


                13G-Peerless Manufacturing Company
                     Filed by Steven T. Newby
              Amendment No. 2 to October 18, 2000 filing
                         October 9, 2001


ITEM 1.
	(a) Peerless Manufacturing Company
	(b) 2819 Walnut Hill Lane
	      Dallas, TX  75229
ITEM 2.
	(a) Steven T. Newby
	(b) 555 Quince Orchard Road, Suite 606
	      Gaithersburg, MD  20878
	(c) USA
	(d) Common Stock, par value $1.00
	(e) CUSIP 705514107

ITEM 3.  Passive Investor

ITEM 4.  Ownership

	(a) Amount beneficially owned: 72,200.
	(b) Percent of class: 4.8%.
	(c) Number of shares as to which the person has:
	    (i)   Sole power to vote or to direct the vote 72,200.
	    (ii)  Shared power to vote or direct the vote -0-.
            (iii) Sole power to dispose or to direct the
                  disposition of 72,200.
            (iv)  Shared power to dispose or to direct the
                  disposition of -0-.

ITEM 5.  Ownership of Five Percent or Less of a Class

         If this statement is being filed to report the fact that
         as of the date hereof the reporting person has ceased
         to be the beneficial owner of more than five percent
         of the class of securities, check the following [ X  ].

ITEM 6.  Ownership of More than Five Percent on Behalf of
         Another Person

         NONE

ITEM 7.  Identification and Classification of the Subsidiary Which
         Acquired the Security Being Reported on By the Parent
         Holding Company

	 NONE

ITEM 8.  Identification and Classification of Members of the
         Group

	 NONE

ITEM 9.  Notice of Dissolution of Group

	 NONE

ITEM 10. Certification

         By signing below I certify that, to the best of my
         knowledge and belief, the securities referred to
         above were not acquired and are not held for the
         purpose of or with the effect of changing or
         influencing the control of the issuer of the securities
         and were not acquired and are not held in
         connection with or as a participant in any
         transaction having that purpose or effect.


                        SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.


Date:  October 9, 2001		/S/:	STEVEN T. NEWBY
					STEVEN T. NEWBY