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                                                                Exhibit 31.2

                               Rule 13a - 14(a)
                                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, 2006
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Laurence A. Schiffer
Principal Financial Officer