<PAGE> 1
                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                 FORM 10-QSB/A


(Mark One)

/ x /  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended          June 30, 1997
                                      ------------------------------------------

                                       OR

/   /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from                     to
                                      -------------------    -------------------

       Commission File Number          1-6471
                             ---------------------------------------------------


       PGI INCORPORATED
       -------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

       FLORIDA                                       59-0867335
--------------------------------------------------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

       212 SOUTH CENTRAL, SUITE 100; ST. LOUIS, MISSOURI  63105
       -------------------------------------------------------------------------
       (Address of principal executive offices)

       (314) 512-8650
       -------------------------------------------------------------------------
       (Issuer's telephone number)


       -------------------------------------------------------------------------
       (Former Name, Former Address and Former Fiscal Year, if changed since
       last report)


      Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes   X    No      .
                       -----     -----

      State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  As of August 14, 1997
there were 5,317,758 shares of the Registrant's common stock outstanding.

      Transitional Small Business Disclosure Format (Check one):
            Yes       No   X
               -----     -----


                                    -1-
<PAGE> 2


                       PGI INCORPORATED AND SUBSIDIARIES
                                 FORM 10-QSB/A
                      For the Quarter Ended June 30, 1997
<TABLE>
                               Table of Contents

                             ---------------------

<CAPTION>
                                                                              Form 10-QSB
                                                                                Page No.
                                                                              -----------
<S>                                                                           <C>
PART I      Financial Information

      Item 1             Financial Statements
                         Consolidated Statements of Financial Position
                            June 30, 1997 and December 31, 1996                     3
                         Consolidated Statements of Operations
                            Three and Six Months Ended June 30, 1997 and 1996       4
                         Condensed Consolidated Statements of Cash Flows
                            Six Months Ended June 30, 1997 and 1996                 5
                         Notes to Consolidated Financial Statements
                            for Form 10-QSB/A                                     6 - 10

      Item 2             Management's Discussion and Analysis of Financial
                            Condition and Results of Operations                  11 - 14


PART II     Other Information

      Item 1             Legal Proceedings                                          15
      Item 2             Changes in Securities                                      15
      Item 3             Defaults Upon Senior Securities                            15
      Item 4             Submission of Matters to a Vote of Security Holders        15
      Item 5             Other Information                                          15
      Item 6             Exhibits and Reports on Form 8-K                        17 - 19

SIGNATURES                                                                          16
</TABLE>

                                    -2-
<PAGE> 3


                       PGI INCORPORATED AND SUBSIDIARIES

PART I            Financial Information

      Item 1      Financial Statements

<TABLE>
                         CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                       ($ in thousands)
<CAPTION>
                                                                       June 30,     December 31,
                                                                        1997           1996
                                                                     -----------    ------------
                                                                     (unaudited)
<S>                                                                  <C>            <C>
ASSETS
      Cash and cash equivalents                                      $       25     $       12
      Restricted cash                                                     1,134          1,140
      Receivables on real estate sales - net                                147            318
      Other receivables                                                      32             26
      Land and improvement inventories                                    9,005          9,016
      Property and equipment - net                                           23             46
      Other assets                                                          757            759
                                                                     ----------     ----------
                                                                     $   11,123     $   11,317
                                                                     ==========     ==========

LIABILITIES
      Accounts payable                                               $      140     $       78
      Other liabilities                                                   1,537          1,428
      Accrued interest:
            Primary lender                                                2,954          2,461
            Debentures                                                    7,544          6,880
            Other                                                         1,536          1,449
      Credit agreements -
            Primary lender                                                7,343          7,307
      Notes and mortgages payable                                         3,645          3,667
      Convertible subordinated
            debentures payable                                            9,059          9,059
      Convertible debentures payable                                      1,500          1,500
                                                                     ----------     ----------

                                                                         35,258         33,829
                                                                     ----------     ----------
      Commitments and contingencies

STOCKHOLDERS' EQUITY
      Preferred stock, par value $1.00 per share;
            authorized 5,000,000 shares; 2,000,000 Class A
            cumulative convertible shares issued and
            outstanding; (liquidation preference
            of $4.00 per share or $8,000,000)                             2,000          2,000
      Common stock, par value $.10 per share;
            authorized 25,000,000 shares; 5,317,758 and
            3,317,555 shares issued and outstanding                         532            332
      Paid in capital                                                    13,498         13,698
      Accumulated deficit                                               (40,165)       (38,542)
                                                                     ----------     ----------

                                                                        (24,135)       (22,512)
                                                                     ----------     ----------

                                                                     $   11,123     $   11,317
                                                                     ==========     ==========


See accompanying notes to consolidated financial statements for Form 10-QSB/A.
</TABLE>


                                    -3-
<PAGE> 4

                       PGI INCORPORATED AND SUBSIDIARIES

PART I      Financial Information (Continued)
<TABLE>
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                ($ in thousands)
                                  (Unaudited)
<CAPTION>
                                                        Three Months Ended              Six Months Ended
                                                      ----------------------        ------------------------
                                                      June 30,       June 30,       June 30,        June 30,
                                                        1997           1996           1997            1996
                                                      --------       -------        --------        --------
<S>                                                   <C>            <C>            <C>             <C>
REVENUES
      Interest income                                        9             24             20              54
      Other income                                         141             77            275             169
                                                      --------       --------       --------        --------
                                                           150            101            295             223
                                                      --------       --------       --------        --------

COSTS AND EXPENSES
      Selling expenses                                       2              3              4               9
      General & administrative expenses                    213            388            363             492
      Interest                                             672            638          1,326           1,211
      Other expenses                                        99             74            225             173
                                                      --------       --------       --------        --------
                                                           986          1,103          1,918           1,885
                                                      --------       --------       --------        --------

NET INCOME (LOSS)                                     $   (836)      $ (1,002)      $ (1,623)       $ (1,662)
                                                      ========       ========       ========        ========

NET INCOME (LOSS) PER SHARE <F*>
      Primary and fully diluted                       $   (.19)      $   (.35)      $   (.37)       $   (.60)
                                                      ========       ========       ========        ========

<FN>
<F*>  Considers the effect of cumulative preferred dividends in arrears for
      the three and six months ended June 30, 1997 and 1996.






See accompanying notes to consolidated financial statements for form 10-QSB/A.
</TABLE>



                                    -4-
<PAGE> 5

                       PGI INCORPORATED AND SUBSIDIARIES

PART I      Financial Information (Continued)
<TABLE>
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                  (Unaudited)
<CAPTION>
                                                                          Six Months Ended
                                                                     -------------------------

                                                                       June 30,       June 30,
                                                                        1997           1996
                                                                     ----------     ----------
<S>                                                              <C>              <C>
Net cash provided by (used in) operating activities                  $       (1)    $       79
                                                                     ----------     ----------

Cash flows from financing activities:
      Proceeds from borrowings                                              117            115
      Principal payments on debt                                           (103)          (253)
                                                                     ----------     ----------
      Net cash provided by (used in) financial activities                    14           (138)
                                                                     ----------     ----------

Net increase (decrease) in cash                                              13            (59)

Cash at beginning of period                                                  12             63
                                                                     ----------     ----------

Cash at end of period                                                $       25     $        4
                                                                     ==========     ==========





See accompanying notes to consolidated financial statements for Form 10-QSB/A.
</TABLE>



                                    -5-
<PAGE> 6

                       PGI INCORPORATED AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

(1)   Basis of Presentation

      The accompanying unaudited consolidated financial statements have been
      prepared in accordance with the instructions to Form 10-QSB and
      therefore do not include all disclosures necessary for fair presentation
      of financial position, results of operations and cash flows in conformity
      with generally accepted accounting principles.  The Company's independent
      accountants included an explanatory paragraph regarding the Company's
      ability to continue as a going concern in their opinion on the Company's
      consolidated financial statements for the year ended December 31, 1996.

      The Company continues, however, to remain in default under the
      indentures governing its convertible unsecured subordinated debentures
      (the "Indentures") (See Management's Discussion and Analysis of
      Financial Condition and Results of Operations).  However, as more fully
      discussed in Note 10 to the Company's consolidated financial statements
      for the year ended December 31, 1996, as contained in the Company's
      Annual Report on Form 10-KSB/A, the Company's management is seeking
      purchasers for its remaining undeveloped land.

      The financial statements do not include any adjustments relating to the
      recoverability of recorded asset amounts or the amounts of liabilities
      that might be necessary should the Company be unsuccessful in its sales
      and refinancing efforts.

      In the opinion of management, subject to the effects on the Company's
      unaudited consolidated financial statements of such adjustments, if any,
      as might have been required had the outcome of the matters discussed in
      the preceding paragraph been known, all other adjustments (consisting of
      only normal recurring accruals) necessary for fair presentation of
      financial position, results of operations and cash flows have been made.
      The results for the three and six months ended June 30, 1997 are not
      necessarily indicative of operations to be expected for the fiscal year
      ending December 31, 1997 or any other interim period.

(2)   Recognition of Real Estate Sales

      The Company has adopted the installment method of profit recognition for
      all homesite sales effective January 1, 1990 and thereafter.  For sales
      consummated prior to January 1, 1990, the Company recognized profit
      under the full accrual or percentage-of-completion methods as
      appropriate.  The full accrual method recognizes the entire profit when
      minimum down payments and other requirements are met.  Under the
      percentage-of-completion method, profit is recognized by the
      relationship of costs incurred to total estimated costs to be incurred.
      The installment method recognizes gross profit as down payments and
      principal payments on contracts are received.



                                    -6-
<PAGE> 7


                       PGI INCORPORATED AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


(6)   Receivables on Real Estate Sales

      Net receivables on real estate sales consisted of:
<TABLE>
<CAPTION>
                                                               June 30,       December 31,
                                                                 1997            1996
                                                              ----------     -------------
                                                                   ($ in thousands)
<S>                                                           <C>            <C>
      Contracts receivable on homesite sales                  $      907     $    1,076
      Other                                                           92             98
                                                              ----------     ----------
                                                                     999          1,174
      Less:  Allowance for cancellations                            (806)          (806)
             Unamortized valuation discount                          (46)           (50)
                                                              ----------     ----------
                                                              $      147     $      318
                                                              ==========     ==========
</TABLE>

(7)   Land and Improvements

      Land and improvement inventories consisted of:
<TABLE>
<CAPTION>
                                                               June 30,     December 31,
                                                                 1997           1996
                                                              ----------    ------------
                                                                   ($ in thousands)
<S>                                                           <C>            <C>
      Unimproved land                                         $    8,724     $    8,724
      Fully improved land                                            281            292
                                                              ----------     ----------
                                                              $    9,005     $    9,016
                                                              ==========     ==========
</TABLE>

(8)   Property and Equipment

      Property and equipment consisted of:
<TABLE>
<CAPTION>
                                                               June 30,     December 31,
                                                                 1997           1996
                                                              ----------    ------------
                                                                   ($ in thousands)
<S>                                                           <C>            <C>
      Furniture, fixtures and other equipment                 $      211     $      363
      Less:  Accumulated depreciation                               (188)          (317)
                                                              ----------     ----------
                                                              $       23     $       46
                                                              ==========     ==========
</TABLE>

(9)   Other Assets

      Other assets consisted of:
<TABLE>
<CAPTION>
                                                               June 30,     December 31,
                                                                 1997           1996
                                                              ----------    ------------
                                                                   ($ in thousands)
<S>                                                           <C>            <C>
      Guaranteed future connections, net                      $      621     $      621
      Deposit with Trustee of 6-1/2% debentures                      128            125
      Other                                                            8             13
                                                              ----------     ----------
                                                              $      757     $      759
                                                              ==========     ==========
</TABLE>




                                    -8-
<PAGE> 8


                       PGI INCORPORATED AND SUBSIDIARIES

Item 2      Management's Discussion and Analysis of Financial Condition and
            Results of Operations (continued)

      Cash used in operating activities for the six months ended June 30,
1997 was $1,000 compared to $79,000 cash provided by operating activities for
the comparable 1996 period.  During the first six months of 1997, financing
activities provided  $14,000 in cash flow with $117,000 in proceeds from
borrowings. Net cash used in financing activities was $103,000 for normal debt
repayment as compared to $253,000 for the same period in 1996.

Analysis of Financial Condition

      Assets totaled $11.1 million at June 30, 1997 compared to $11.3 million
at December 31, 1996, reflecting the following changes:
<TABLE>
<CAPTION>
                                                        June 30,   December 31,   Increase
                                                          1997         1996       (Decrease)
                                                       ----------  ------------  ----------
                                                                  ($ in thousands)
<S>                                                    <C>          <C>          <C>
      Cash and cash equivalents                        $       25   $       12   $       13
      Restricted cash                                       1,134        1,140           (6)
      Receivables                                             179          344         (165)
      Land and improvement inventories                      9,005        9,016          (11)
      Net property and equipment                               23           46          (23)
      Other assets                                            757          759           (2)
                                                       ----------   ----------   ----------
                                                       $   11,123   $   11,317   $     (194)
                                                       ==========   ==========   ==========
</TABLE>


                                    -13-
<PAGE> 9


                       PGI INCORPORATED AND SUBSIDIARIES

                                   SIGNATURES


      In accordance with the requirement of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                       PGI INCORPORATED
            -------------------------------------
                         (Registrant)



Date:        October 1, 1997                     /s/Laurence A. Schiffer
     --------------------------------------      -------------------------------
                                                 Laurence A. Schiffer
                                                 President



                                    -16-