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                                                                Exhibit 31.2
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                                CERTIFICATION
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I, Laurence A. Schiffer, certify that;

1.       I have reviewed this annual report on Form 10-KSB of PGI,
         Incorporated;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the
         circumstances under which such statements were made, not misleading
         with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other
         financial information included in this annual report, fairly
         present in all material respects the financial condition, results
         of operations and cash flows of the small business issuer as of,
         and for, the periods presented in this annual report;

4.       The small business issuer's other certifying officers and I are
         responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e) for the small business issuer and have:

         a)   designed such disclosure controls and procedures, or caused
              such disclosure controls and procedures to be designed under
              our supervision to ensure that material information relating
              to the small business issuer, including its consolidated
              subsidiaries, is made known to us by others within those
              entities, particularly during the period in which this annual
              report is being prepared.
         b)   [reserved for future use;]
         c)   evaluated the effectiveness of the small business issuer's
              disclosure controls and procedures and presented in this
              report our conclusions about the effectiveness of the controls
              and procedures, as of the end of the period covered by this
              report based on such evaluation; and
         d)   disclosed in this report any change in the small business
              issuer's internal control over financial reporting that
              occurred during the small business issuer's fourth fiscal
              quarter that has materially affected, or is reasonably likely
              to materially affect, the small business issuer's internal
              control over financial reporting; and

5.       The small business issuer's other certifying officers and I have
         disclosed, based on our most recent evaluation of internal control
         over financial reporting, to the small business issuer's auditors
         and the audit committee of small business issuer's board of
         directors (or persons performing the equivalent functions):

         a)   all significant deficiencies and material weaknesses in the
              design or operation of internal controls over financial
              reporting which are reasonably likely to adversely affect the
              small business issuer's ability to record, process, summarize
              and report financial information; and
         b)   any fraud, whether or not material, that involves management
              or other employees who have a significant role in the small
              business issuer's internal controls over financial reporting.

/s/ Laurence A. Schiffer                                      March 30, 2004
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Laurence A. Schiffer
Principal Financial Officer