<PAGE>

                                                                  Exhibit 31.2
                               Rule 13a - 14(a)
                                 CERTIFICATION
                                 -------------

I, Laurence A. Schiffer, certify that;

1.   I have reviewed this annual report on Form 10-K 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 registrant as of, and for, the periods presented in
     this report;

4.   The registrant'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)) and internal
     control over financial reporting (as defined in Exchange Act Rules
     13a-15(f) and 15d-15(f)) for the registrant 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
          registrant, 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)   designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally
          accepted accounting principles;
     c)   evaluated the effectiveness of the registrant'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 registrant's internal
          control over financial reporting that occurred during the
          registrant's fourth fiscal quarter that has materially affected, or
          is reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed,
     based on our most recent evaluation of internal control over
     financial reporting, to the registrant's auditors and the audit
     committee of the registrant'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 registrant'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 registrant's
          internal control over financial reporting.


/s/ Laurence A. Schiffer                                    March 31, 2009
------------------------------
Laurence A. Schiffer
Principal Financial Officer