UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

PEERLESS MFG. CO.

(Exact Name of Registrant as Specified in Its Charter)

Texas (State of Incorporation or Organization)	75-0724417 (I.R.S. Employer Identification No.)
14651 North Dallas Parkway, Suite 500 Dallas, Texas 75254 (Address of Principal Executive Offices)	75254 (Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Common Stock Purchase Rights	The NASDAQ Stock Market LLC

Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable

Item 1. Description of Registrant’s Securities to be Registered.

     On May 4, 2007, the Board of Directors of Peerless Mfg. Co. (the “Company”) declared a dividend distribution of one right (a “Right”) for each share of Common Stock, par value $1.00 per share (the “Common Shares”), of the Company outstanding at the close of business on May 22, 2007 (the “Record Date”), pursuant to the terms of a Rights Agreement, dated as of May 4, 2007 (the “Rights Agreement”), by and between the Company and Mellon Investor Services LLC, as rights agent (“Mellon”). The Rights Agreement also provides, subject to specified exceptions and limitations, that Common Shares issued or delivered from the Company’s treasury after the Record Date will be entitled to and accompanied by Rights. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

     On August 14, 2008, the Company and Mellon entered into an amendment to the Rights Agreement. Under the amendment, the Rights Agreement and the Rights will expire immediately prior to the effective time of the Company’s previously announced proposed holding company reorganization.

Item 2. Exhibits.

Exhibit
No.	Description of Exhibit
4.1	Rights Agreement dated May 4, 2007 between Peerless Mfg. Co. and Mellon Investor Services LLC, as rights agent (filed as Exhibit 4.1 to our Registration Statement on Form 8-A filed on May 8, 2007 and incorporated herein by reference).
4.2	Amendment No. 1 to Rights Agreement, dated August 14, 2008, Peerless Mfg. Co. and Mellon Investor Services LLC, as rights agent.

2

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

PEERLESS MFG. CO.
By:	/s/ Henry G. Schopfer, III
	Henry G. Schopfer, III
	Chief Financial Officer

Date: August 15, 2008

INDEX TO EXHIBITS

Exhibit
No.	Description of Exhibit
4.1	Rights Agreement dated May 4, 2007 between Peerless Mfg. Co. and Mellon Investor Services LLC, as rights agent (filed as Exhibit 4.1 to our Registration Statement on Form 8-A filed on May 8, 2007 and incorporated herein by reference).
4.2	Amendment No. 1 to Rights Agreement, dated August 14, 2008, Peerless Mfg. Co. and Mellon Investor Services LLC, as rights agent.