OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response...2.00

UNITED STATES						OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION						OMB Number:	3235-0101
Washington, D.C. 20549						Expires:	February 28, 2014
						Estimated average burden
FORM 144						hours per response		1.00
NOTICE OF PROPOSED SALE OF SECURITIES						SEC USE ONLY
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933						DOCUMENT SEQUENCE NO.

						CUSIP NUMBER
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
1 (a) NAME OF ISSUER (Please type or print)			(b) IRS IDENT. NO.	(c) S.E.C. FILE NO		WORK LOCATION
Peerless Manufacturing			75-0724417	001-33453
1 (d) ADDRESS OF ISSUER	STREET		CITY	STATE	ZIP CODE	(e) TELEPHONE NO
	14651 North Dallas Parkway, Ste 500		Dallas	TX	75254	214-357-6181

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD		(b) RELATIONSHIP TO ISSUER	(c) ADDRESS STREET		CITY	STATE	ZIP CODE
John Conroy		Employee	7009 Redstone		Plano	TX	75024

~~SEC~~INSTRUCTION: The person ~~USE~~filing ~~ONLY~~this ~~DOCUMENT~~notice ~~SEQUENCE~~should NOcontact the issuer to obtain the I.R.S. Identification ~~CUSIP~~Number ~~NUMBER~~and ~~WORK~~the ~~LOCATION~~S.E.C. File Number.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

3 (a)	(b)	SEC USE ONLY	(c)	(d)	(e)	(f)	(g)
Title of the			Number of Shares	Aggregate	Number of Shares	Approximate	Name of Each
Class of	Name and Address of Each Broker Through Whom the	Broker-Dealer	or Other Units	Market	or Other Units	Date of Sale	Securities
Securities To Be Sold	Securities are to be Offered or Each Market Maker	File Number	To Be Sold	Value	Outstanding	(See instr. 3(f))	Exchange
	who is Acquiring the Securities		(See instr. 3(c))	(See instr. 3(d))	(See instr. 3(e))	(MO. DAY YR.)	(See instr. 3(g))
Common	Deutsche Bank 200 Crescent Court Suite 500 Dallas, TX 75201		596	4231.60	20.92 million	7/8/2013	NASD

FORM 144

INSTRUCTIONS:
1.	(a)	Name of issuer	3.	(a)	Title of the class of securities to be sold
	(b)	Issuer’s I.R.S. Identification Number		(b)	Name and address of each broker through whom the securities are intended to be sold
	(c)	Issuer’s S.E.C. file number, if any		(c)	Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
	(d)	Issuer’s address, including zip code		(d)	Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice
	(e)	Issuer’s telephone number, including area code		(e)	Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
				(f)	Approximate date on which the securities are to be sold
2.	(a)	Name of person for whose account the securities are to be sold		(g)	Name of each securities exchange, if any, on which the securities are intended to be sold
	(b)	Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
	(c)	Such person’s address, including zip code

~~NOTICE~~Potential OFpersons ~~PROPOSED~~who ~~SALE~~are OFto ~~SECURITIES PURSUANT~~respond TOto ~~RULE~~the ~~144~~collection ~~UNDER~~of ~~THE~~information ~~SECURITIES~~contained ~~ACT~~in OFthis ~~1933~~ form are not required to respond unless the form displays a currently valid OMB control number. SEC 1147 (08-07)

~~ATTENTION:~~TABLE I ~~Transmit~~— ~~for~~SECURITIES ~~filing~~TO 3BE ~~copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.~~SOLD

1(a)	Name of Issuer	(b)	IRS Ident. No.	(c)	S.E.C. File No.
	Peerless Mfg. Co.		75-0724417
(d)	Address of Issuer			(e)	Telephone No.
	14651 North Dallas Parkway Suite 500		Dallas, TX 75254		214 357-6181
	(Street)		(City) (State) (Zip Code)		(Area Code) (Number)
2(a)	Name of Person For Whose Account theSecurities are to be Sold			(b)	Relationship to Issuer
	David Taylor				Vice President
(c)	Address
	14651 North Dallas Parkway Suite 500		Dallas, TX 75254
	(Street)		(City) (State) (Zip Code)

Furnish the following information with respect to the acquisition of the securities to be sold

~~INSTRUCTION:~~and with ~~The~~respect ~~person~~to ~~filing~~the ~~this~~payment ~~notice~~of ~~should~~all ~~contact~~or ~~the~~any ~~issuer~~part toof ~~obtain~~ the ~~I.R.S.~~purchase ~~Identification~~price ~~Number~~or ~~and~~other consideration ~~the S.E.C. File Number~~therefor:

3(a) Title of theClass ofSecurities tobe Sold

(b) Name and Addressof Each BrokerThrough Whom theSecurities are to be Offered or EachMarket Maker Whois Acquiring the Securities

SEC USEONLY Broker-DealerFile Number

(d) AggregateMarket Value (See Instr. 3(d))

(e) Number ofShares or OtherUnits Outstanding(See Instr. 3(e))

(f) ApproximateDate of Sale(Mo/Day/Yr)(See Instr. 3(f))

(g)Name of EachSecuritiesExchange (See Instr. 3(g))

Title ofthe Class

Date youAcquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired(If gift, also give date donor acquired)

Amount ofSecurities Acquired

Date ofPayment

Nature of Payment

Common Stock

Deutche Banc Alex Brown

12,500

540,625

6,501,788

06-23-08

Nasdaq Select

Common

07/02/2012

Stock Grant

Issuer

596

n/a

200 Crecent Court, Suite 500

Dallas, Texas 75201

INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

1.	(a)	Name of issuer
	(b)	Issuer’s I.R.S. Identification Number
	(c)	Issuer’s S.E.C. file number, if any
	(d)	Issuer’s address, including zip code
	(e)	Issuer’s telephone number, including area code
2.	(a)	Name of person for whose account the securities are to be sold
	(b)	Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
	(c)	Such person’s address, including zip code
3.	(a)	Title of the class of securities to be sold
	(b)	Name and address of each broker through whom the securities are intended to be sold
	(c)	Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
	(d)	Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
	(e)	Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
	(f)	Approximate date on which the securities are to be sold
	(g)	Name of each securities exchange, if any, on which the securities are intended to be sold

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS

~~Page~~Furnish the 2following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

TABLE I — SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be soldand with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of the Class

Date YouAcquired

Nature of AcquisitionTransaction

Name of Person fromWhom Acquired(if gift, also givedate donor acquired)

Amount ofSecuritiesAcquired

Date ofPayment

Nature ofPayment

Common Stock

11-20-01

Exercise of non Qualified Stock Option

Peerless Mfg. Co.

8,000

06-23-08

Cash

Common Stock

02-03-05

Exercise of non Qualified Stock Option

Peerless Mfg. Co.

4,500

06-23-08

Cash

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of

Securities Sold

Gross Proceeds

INSTRUCTIONS:EXPLANATION OF RESPONSES:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.REMARKS:

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHSFurnish the following information as to all securities of the issuer soldduring the past 3 months by the person for whose account the securities are to be sold.

INSTRUCTIONS:

ATTENTION:

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of Securities Sold

Gross Proceeds

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

David Taylor - 14651 North Dallas Parkway Suite 500 - Dallas, Texas 75254

Common Stock

05-20-08

8,000

327,318.

Page 3

July 08, 2013		/s/ John H Conroy
DATE OF NOTICE		(SIGNATURE)

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1	The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

~~REMARKS~~ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed.
06-24-08		/s/ David Taylor
DATE OF NOTICE		(SIGNATURE)

SEC 1147 (02-08)

The notice shall be signed by the persons for whose account the securities are to be sold.At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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