EXHIBIT 32.1

     The foregoing certifications are being furnished solely to accompany the
Report pursuant to 18 U.S.C. sec. 1350, and are not being filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.

    CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to 18 U.S.C. sec. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officers of Peerless Systems
Corporation, a Delaware corporation (the "Company"), hereby certify, to each
such officer's knowledge, that:

          (i) the accompanying Quarterly Report on Form 10-Q of the Company for
     the quarter ended October 31, 2004 (the "Report") fully complies with the
     requirements of Section 13(a) or Section 15(d), as applicable, of the
     Securities Exchange Act of 1934, as amended; and

          (ii) the information contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Company.

Dated: December 15, 2004

                                          /s/ HOWARD J. NELLOR
                                          --------------------------------------
                                          Howard J. Nellor
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

Dated: December 15, 2004

                                          /s/ WILLIAM R. NEIL
                                          --------------------------------------
                                          William R. Neil
                                          Vice President and Chief Financial
                                          Officer
                                          (Principal Financial Officer)

     A signed original of this written statement required by Section 906 has
been provided to Peerless Systems Corporation and will be retained by Peerless
Systems Corporation and furnished to the Securities and Exchange Commission or
its staff upon request.