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                                                                  Exhibit 31.2

                                CERTIFICATION
                                -------------


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 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 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 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
                  disclosure 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 the 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 control 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 control over
                  financial reporting.

/s/ Laurence A. Schiffer                                      March 31, 2005
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Laurence A. Schiffer
Principal Financial Officer