<PAGE>

                                                                Exhibit 31.2

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

I, Laurence A. Schiffer, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB 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 most recent 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                                     May 13, 2005
---------------------------------------------
Laurence A. Schiffer
Principal Financial Officer