<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

                   U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10 - QSB

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

              For the quarterly period ended   September 30, 2000
                                             ----------------------------------

/   /    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      (I.R.S. Employer Identification No.)
         of incorporation

         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 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 November
9, 2000 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>
<PAGE>

                                        PGI INCORPORATED AND SUBSIDIARIES
<TABLE>
                                                  Form 10 - QSB
                                    For the Quarter Ended September 30, 2000
                                                Table of Contents
                                                -----------------
<CAPTION>
                                                                                                  Form 10 - QSB
                                                                                                     Page No.
                                                                                                  -------------
<S>                                                                                                  <C>
PART I                   Financial Information

              Item 1     Financial Statements
                         Consolidated Statements of Financial Position
                             September 30, 2000 and December 31, 1999                                   3

                         Consolidated Statements of Operations
                              Three and Nine Months Ended September 30, 2000 and 1999                   4

                         Condensed Consolidated Statements of Cash Flows
                              Nine Months Ended September 30, 2000 and 1999                             5

                         Notes to Consolidated Financial Statements for
                              Form 10 - QSB                                                          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                                            15

          SIGNATURES                                                                                   16

</TABLE>



                                     2

<PAGE>
<PAGE>


                                       PGI INCORPORATED AND SUBSIDIARIES

Part I             Financial Information
         Item 1    Financial Statements

<TABLE>
                                 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                                ($ in thousands)
<CAPTION>
                                                                       September 30,                December 31,
                                                                           2000                         1999
                                                                           ----                         ----
<S>                                                                      <C>                          <C>
ASSETS
     Cash and cash equivalents                                           $     26                     $     28
     Restricted cash                                                          911                        1,441
     Receivables                                                               40                           43
     Land and improvement inventories                                         757                          763
     Other assets                                                             182                          166
                                                                         --------                     --------
                                                                         $  1,916                     $  2,441
                                                                         ========                     ========

LIABILITIES
     Accounts payable & accrued expenses                                 $    177                     $    553
     Accrued real estate taxes                                                736                          703
     Accrued interest:
         Debentures                                                        12,624                       11,323
         Other                                                              1,870                        1,772
Credit Agreements -
         Primary lender                                                       700                          700
         Notes payable                                                      1,198                        1,213
     Subordinated
         debentures payable                                                 9,059                        9,059
     Convertible debentures payable                                         1,500                        1,500
                                                                         --------                     --------
                                                                         $ 27,864                     $ 26,823
                                                                         ========                     ========

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
         $8,000,000 and cumulative dividends)                               2,000                        2,000
     Common stock, par value $.10 per share;
         authorized 25,000,000 shares; 5,317,758
         shares issued and outstanding                                        532                          532
     Paid in capital                                                       13,498                       13,498
     Accumulated deficit                                                  (41,978)                     (40,412)
                                                                         --------                     --------
                                                                          (25,948)                     (24,382)
                                                                         --------                     --------
                                                                         $  1,916                     $  2,441
                                                                         ========                     ========

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


                                      3


<PAGE>
<PAGE>


                                 PGI INCORPORATED AND SUBSIDIARIES

Part I             Financial Information (Continued)

<TABLE>
                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                          ($ in thousands)
                                            (Unaudited)
<CAPTION>
                                               Three Months Ended             Nine Months Ended
                                               ------------------             -----------------
                                           September 30, September 30,  September 30,   September 30,
                                               2000          1999           2000            1999
                                               ----          ----           ----            ----
<S>                                           <C>           <C>           <C>             <C>
REVENUES
     Real Estate Sales                        $  35         $  27         $    35         $    27
     Interest Income                             12            14              30              45
     Other Income                                 9             1              13              19
                                              -----         -----         -------         -------
                                                 56            42              78              91
                                              -----         -----         -------         -------

COSTS AND EXPENSES
     Cost of Real Estate Sales                $  21         $   3         $    21         $     3
     Interest                                   503           469           1,475           1,376
     Taxes & Assessments                         16            35              53              99
     Consulting & Accounting                     11            12              32              36
     Legal & Professional                         5            22              22              66
     General & Administrative                     9            13              41              65
                                              -----         -----         -------         -------
                                                565           554           1,644           1,645
                                              -----         -----         -------         -------
NET (LOSS)                                    $(509)        $(512)        $(1,566)        $(1,554)
                                              =====         =====         =======         =======

NET (LOSS) PER SHARE (*)                      $(.13)        $(.13)        $  (.38)        $  (.38)
                                              =====         =====         =======         =======


<FN>
*    Considers the effect of cumulative preferred dividends in arrears for the
     three and nine months ended September 30, 2000 and 1999.











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


                                     4

<PAGE>
<PAGE>


                                   PGI INCORPORATED AND SUBSIDIARIES

Part I             Financial Information (Continued)

<TABLE>
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            ($ in thousands)
                                              (Unaudited)
<CAPTION>
                                                                         Nine Months Ended
                                                                         -----------------
                                                               September 30,             September 30,
                                                                   2000                      1999
                                                                   ----                      ----
<S>                                                               <C>                       <C>
Net cash (used in) operating activities                           $(362)                    $(176)
                                                                  -----                     -----

Cash flows from investing activities:
     Proceeds from release of restricted cash                       372                       300
     Proceeds from notes receivables                                  3                         3
                                                                  -----                     -----
     Net cash provided by investing activities                      375                       303
                                                                  -----                     -----

Cash flows from financing activities:
     Proceeds from borrowings                                        --                        15
     Principal payments on debt                                     (15)                     (300)
                                                                  -----                     -----
     Net cash (used in)
         financing activities                                       (15)                     (285)
                                                                  -----                     -----

Net increase (decrease) in cash                                      (2)                     (158)

Cash at beginning of period                                          28                       161
                                                                  -----                     -----

Cash at end of period                                             $  26                     $   3
                                                                  =====                     =====


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


                                     5


<PAGE>
<PAGE>


                      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, 1999.

         The Company remains in default under the indentures governing its
         unsecured subordinated and convertible debentures and in default of
         its primary debt obligations. A significant payment on the primary
         debt obligation occurred with the sale of the undeveloped land in
         Citrus County upon closing May 13, 1998. (See Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations and Notes 9 and 16 to the Company's consolidated
         financial statements for the year ended December 31, 1999, as
         contained in the Company's Annual Report on Form 10 - KSB).

         All 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 nine months ended September 30, 2000 are not necessarily
         indicative of operations to be expected for the fiscal year ending
         December 31, 2000 or any other interim period.

 (2)     Per Share Data

         Primary per share amounts are computed by dividing net income
         (loss), after considering cumulative dividends in arrears on the
         Company's preferred stock, by the average number of common shares
         and common stock equivalents outstanding. For this purpose, the
         Company's cumulative convertible preferred stock and collateralized
         convertible debentures are not deemed to be common stock
         equivalents, but outstanding vested stock options are considered as
         such. However, under the treasury stock method, no vested stock
         options were assumed to be exercised, and therefore no common stock
         equivalents existed, for the calculation of primary per share
         amounts for the nine months ended September 30, 2000 and 1999. The
         average number of common shares outstanding for the nine months
         ended September 30, 2000 and 1999 was 5,317,758.

         Fully diluted per share amounts are computed by dividing net income
         (loss) by the average number of common shares outstanding, after
         adjusting both for the estimated effects of the assumed exercise of
         stock options and the assumed conversion of all cumulative
         convertible preferred stock and collateralized convertible
         debentures into shares of common stock. For the nine months ended
         September 30, 2000 and 1999, no stock options were assumed to be
         exercised and the effect of the assumed exercise of stock options
         and the assumed conversion of all cumulative convertible preferred
         stock and collateralized convertible debentures would have been
         anti-dilutive.


                                     6


<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES
           Notes to Consolidated Financial Statements (continued)

         The following is a summary of the calculations used in computing
         basic and diluted income (loss) per share for the three and nine
         months ended September 30, 2000 and 1999.

<TABLE>
<CAPTION>
                                                   Three Months Ended                      Nine Months Ended
                                                   ------------------                      -----------------
                                           September 30,       September 30,       September 30,       September 30,
                                               2000                1999                2000                1999
                                               ----                ----                ----                ----
<S>                                        <C>                 <C>                 <C>                 <C>
         Net Income (Loss)                 $  (509,000)        $  (512,000)        $(1,566,000)        $(1,554,000)
         Preferred Dividends                  (160,000)           (160,000)           (480,000)           (480,000)
                                           -----------         -----------         -----------         -----------
         Income (Loss) Available to
            Common Shareholders            $  (669,000)        $  (672,000)        $(2,046,000)        $(2,034,000)
                                           ===========         ===========         ===========         ===========

         Weighted Amount of Shares
            Outstanding                      5,317,758           5,317,758           5,317,758           5,317,758
         Basic and Diluted Loss Per
            Share                          $      (.13)        $      (.13)        $      (.38)        $      (.38)
</TABLE>

(3)      Statement of Cash Flows

         The Financial Accounting Standards Board issued Statement No. 95,
         "Statement of Cash Flows", which requires a statement of cash flows
         as part of a full set of financial statements. For quarterly
         reporting purposes, the Company has elected to condense the
         reporting of its net cash flows. Interest paid for the nine months
         ended September 30, 2000 and 1999 was $77,000 and $97,000
         respectively.

         For purposes of the statement of cash flows, the Company considers
         all highly liquid debt instruments purchased with a maturity of
         three months or less to be cash equivalents.

(4)      Restricted Cash

         Restricted cash includes restricted proceeds held by the primary
         lender as collateral for debt repayment, an escrow for payment of
         disputed real estate taxes, and escrowed receipts related to sold
         contracts receivable.

(5)      Receivables

         Net receivables consisted of:
<TABLE>
<CAPTION>

                                                                     September 30,             December 31,
                                                                         2000                      1999
                                                                         ----                      ----
                                                                                ($ in thousands)
<S>                                                                    <C>                       <C>
         Contracts receivable on homesite sales                        $   291                   $   376

         Less:  Allowance for cancellations                               (291)                     (376)
                                                                       -------                   -------
         Net receivables on real estate sales                                0                         0
         Other receivables                                                  40                        43
                                                                       -------                   -------
                                                                       $    40                   $    43
                                                                       =======                   =======

</TABLE>

                                     7


<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES
           Notes to Consolidated Financial Statements (continued)

(6)      Land and Improvements

         Land and improvement inventories consisted of:
<TABLE>
<CAPTION>
                                                                     September 30,             December 31,
                                                                         2000                      1999
                                                                         ----                      ----
                                                                                ($ in thousands)
<S>                                                                    <C>                       <C>
         Unimproved land                                               $   613                   $   613
         Fully improved land                                               144                       150
                                                                       -------                   -------
                                                                       $   757                   $   763
                                                                       =======                   =======
</TABLE>

(7)      Property and Equipment
<TABLE>
<CAPTION>
                                                                     September 30,             December 31,
                                                                         2000                      1999
                                                                         ----                      ----
                                                                                ($ in thousands)
<S>                                                                    <C>                       <C>
         Furniture, fixtures and other equipment                       $    31                   $    31
         Less:  Accumulated depreciation                                   (31)                      (31)
                                                                       -------                   -------
                                                                       $     0                   $     0
                                                                       =======                   =======
</TABLE>

(8)      Other Assets

         Other assets consisted of:
<TABLE>
<CAPTION>
                                                                     September 30,             December 31,
                                                                         2000                      1999
                                                                         ----                      ----
                                                                                ($ in thousands)
<S>                                                                    <C>                       <C>
         Deposit with Trustee of 6-1/2% debentures                     $   150                   $   144
         Other                                                              32                        22
                                                                       -------                   -------
                                                                       $   182                   $   166
                                                                       =======                   =======
</TABLE>

(9)      Accounts Payable and Accrued Expenses

         Accounts payable and accrued expenses consisted of:
<TABLE>
<CAPTION>
                                                                     September 30,             December 31,
                                                                         2000                      1999
                                                                         ----                      ----
                                                                                ($ in thousands)
<S>                                                                    <C>                       <C>
         Accounts payable                                              $    28                   $    37
         Accrued consulting fees                                           105                       308
         Accrued audit & professional                                       20                        26
         Accrued miscellaneous                                               3                       161
         Estimated recourse liability for
            receivables sold                                                21                        21
                                                                       -------                   -------
                                                                       $   177                   $   553
                                                                       =======                   =======
</TABLE>

                                     8

<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES
           Notes to Consolidated Financial Statements (continued)

         Accrued Real Estate Taxes consisted of:
<TABLE>
<S>                                                                    <C>                       <C>
         Current real estate taxes                                     $    27                   $    35
         Delinquent real estate taxes                                      709                       668
                                                                       -------                   -------
                                                                       $   736                   $   703
                                                                       =======                   =======
</TABLE>

(10)     Primary Lender Credit Agreements, Notes Payable, Subordinated and
         Convertible Debentures Payable

         Credit agreements with the Company's primary lender and notes payable
         consisted of the following:
<TABLE>
<CAPTION>
                                                                     September 30,             December 31,
                                                                         2000                      1999
                                                                         ----                      ----
                                                                                ($ in thousands)
<S>                                                                    <C>                       <C>
         Credit agreements - primary lender:
            (maturing July 8, 1997, bearing interest
            at prime plus 5%)                                          $   700                   $   700
         Notes payable - $1,176,000
            bearing interest at prime plus 2%                            1,198                     1,213
                                                                       -------                   -------

         Subordinated debentures payable:

            At 6-1/2% interest; due June 1991                            1,034                     1,034
            At 6% interest; due May 1, 1992                              8,025                     8,025
                                                                       -------                   -------
                                                                       $ 9,059                   $ 9,059
                                                                       -------                   -------

         Collateralized convertible debentures payable:

            At 14% interest; due July 8, 1997,
            convertible into shares of common stock                      1,500                     1,500
                                                                       -------                   -------
            at $1.72 per share                                         $12,457                   $12,472
                                                                       =======                   =======
</TABLE>

(11)     Real Estate Sales and Other Income

         Real Estate Sales and Cost of Sales for the three and nine months
         ended September 30, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
                                                     Three Months                           Nine Months
                                                         Ended                                 Ended
                                                         -----                                 -----
                                            September 30,     September 30,       September 30,     September 30,
                                                2000              1999                2000              1999
                                                ----              -----               ----              ----
<S>                                             <C>               <C>                 <C>               <C>
         Homesite Sales                         $ 35              $ 27                $ 35              $ 27
         Cost of Sales                            21                 3                  21                 3

</TABLE>

                                     9


<PAGE>
<PAGE>


                      PGI INCORPORATED AND SUBSIDIARIES
           Notes to Consolidated Financial Statements (continued)

         Other income for the nine months ended September 30, 2000 and 1999
         was $13,000 and $19,000 respectively. The other income mainly
         consists of recoveries of contracts receivable which have been
         fully provided for.

(12)     Commitments and Contingencies

         The aggregate outstanding balances of all receivables sold and
         exchanged with recourse totaled $39,000 and $42,000 at September
         30, 2000 and December 31, 1999, respectively. Based on its
         collection experience with such receivables, the Company maintained
         allowances at September 30, 2000 and December 31, 1999, classified
         in accounts payable and accrued expenses, of $21,000 for the
         recourse provision related to all receivables sold.

(13)     Income Taxes

         Effective January 1, 1993 the Company adopted Statement of
         Financial Accounting Standards (SFAS) No. 109, "Accounting for
         Income Taxes", which requires a change from the deferred method to
         the asset and liability method of accounting for income taxes.

         At December 31, 1999, the Company had an operating loss
         carryforward of approximately $36,000,000 to reduce future taxable
         income. These operating losses expire at various dates through
         2012.

         The following summarizes the temporary differences of the Company
         at December 31, 1999 at the current statutory rate:
<TABLE>
<S>                                                                                  <C>
         Deferred tax asset:                                                         $ 13,600,000
             Net operating loss carryforward                                               12,000
             Adjustments to reduce land to net realizable value                            56,000
             Expenses capitalized under IRC 263(a)                                        215,000
             ITC carryforward                                                         (13,711,000)
                                                                                     ------------
             Valuation allowance                                                          172,000

         Deferred tax liability:
             Basis difference of land and improvement inventories                         172,000
                                                                                     ------------
         Net deferred tax asset                                                      $          0
                                                                                     ============
</TABLE>




                                     10


<PAGE>
<PAGE>


                      PGI INCORPORATED AND SUBSIDIARIES

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

Preliminary Note

         Readers should understand as they read this report that the Company
is not presently pursuing its core business. The reason that the Company is
no longer pursuing its core business is set forth with more particularity
below.

         During the fiscal year ended December 31, 1996, the Company's
business focus and emphasis changed substantially as it concentrated its
sales and marketing efforts almost exclusively on the disposition in bulk of
its undeveloped, platted, residential real estate. This change was prompted
by its continuing financial difficulties due to the principal and interest
owed on its debt and management's conclusion that a bulk sale was the best
way to reduce the Company's debt service obligations. On May 13, 1998, the
Company sold approximately 4,890 acres of undeveloped real estate located
mainly in Citrus County, Florida. Its remaining inventory primarily consists
of 370 acres located in Hernando County, Florida. The Company intends to
make a decision as to whether it will pursue the development and sale of the
commercial property in accordance with its historical core business plans or
whether it will attempt to sell such property in bulk. That decision will
depend, in part, on whether the Company believes it can generate more
revenue by developing and selling individual commercial properties or by
selling in bulk.

Results of Operations

         Revenues for the first nine months of 2000 decreased by $13,000 to
$78,000 from $91,000 for the comparable 1999 period reflecting less interest
income due to lower restricted cash balances. A net loss of $1,566,000 was
incurred for the first nine months of 2000 compared to net loss of
$1,554,000 for the first nine months of 1999. Expenses for the nine months
decreased by $1,000. After consideration of cumulative preferred dividends
in arrears, totaling $480,000 for each of the nine months ended September
30, 2000 and 1999 ($.15 per share of common stock), net (loss) per share of
$(.13) was reported for both nine month periods ended September 30, 2000 and
1999.

         Real Estate Sales and Cost of Sales consisted of:
<TABLE>
<CAPTION>
                                               Three Months Ended                     Nine Months Ended
                                        September 30,       September 30,     September 30,       September 30,
                                            2000                1999              2000                1999
                                            ----                ----              ----                ----
<S>                                         <C>                 <C>               <C>                 <C>
         Homesite Sales                     $ 36                $ 27              $ 36                $ 27
         Cost of Sales                        21                   3                21                   3
</TABLE>

Other income for the nine months ended September 30, 2000 and 1999 was
$13,000 and $19,000 respectively. The other income mainly consists of
recoveries of contracts receivable which have been fully provided for.


                                     11


<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

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

         As of September 30, 2000, the Company remained in default of its
primary lender indebtedness with PGIP, LLC, ("PGIP"). PGIP holds restricted
funds of the Company pursuant to an escrow agreement whereby funds may be
disbursed (i) as requested by PGI and agreed to by PGIP, or (ii) as deemed
necessary and appropriate by PGIP, in either case, to protect PGIP's
interest in the Retained Acreage (as hereinafter defined), including PGIP's
right to receive principal and interest under the note agreement securing
the remaining indebtedness, or (iii) to PGIP to pay any other obligations
owed to PGIP by the Company. The restricted escrow held by the primary
lender at September 30, 2000 and December 31, 1999 was $349,000 and $506,000
respectively. The real estate owned by the Company which has not been sold,
approximately 370 acres (the "Retained Acreage") remains subject to the
primary lender indebtedness.

         The Company believes that the Retained Acreage in Hernando County,
Florida may in the future prove to be of greater value per acre than the
4,890 acres sold in May, 1998 because of a greater ratio of acreage to
frontage on the proposed Suncoast Expressway, and because of the close
proximity to the planned interchange of the Suncoast Expressway with Highway
98. The Company believes that completion of the highway improvements could
reasonably be expected to increase materially the value of the property. In
December, 1999, the Hernando County Commission approved a change in land use
of 40 acres of the parcel from residential to commercial use. The Company
anticipates that completion of the Suncoast Expressway to Highway 98 will
occur in the coming year, but will not continue beyond Highway 98 for
several years. Any information or projections of enhanced values are purely
speculative.

         Restricted cash of $372,000 was released on February 24, 2000. The
restricted fund had been established with the deposit of $250,000 in escrow
for twenty years pursuant to a Permit Agreement entered into June 19, 1973.
The agreement provided for state certification of water quality standards in
conjunction with construction of navigable waterways in Charlotte County,
Florida. The escrow fund was extended for five years in 1993 and was going
to be extended for another five years in 1998. The Company challenged this
extension. A settlement agreement was reached whereby the Company received
$212,000 of the escrowed funds and $160,000 was disbursed to the Burnt Store
Isles Canal Maintenance Assessment District and the State of Florida
Department of Environmental Protection.

         Contracts receivable on homesite sales and related receivables are
fully provided for cancellation at September 30, 2000 and December 31, 1999.
The Company has been actively pursuing collection on the delinquent
receivables. An assessment is made for each contract receivable as to the
economic benefit of reacquisition of the lot considering the cost of
foreclosure, delinquent taxes and association fees due, and estimated
current sale value of the lot. For those with benefit, foreclosure action is
begun in the absence of payment or receipt of a quit claim deed of the
property back to the Company. Four lots were reacquired through foreclosure
in the nine months ended September 30, 2000. An additional seven lots were
reacquired through foreclosure in October, 2000.

         Cash used in operating activities for the nine months ended
September 30, 2000 was $362,000 compared to $176,000 for the comparable 1999
period. With the release of restricted cash in February, 2000, $160,000 was
paid in associated settlement fees and the Company paid $150,000 of accrued
consulting fees to Love Real Estate Company. Cash used in financing
activities in the amount of


                                     12


<PAGE>
<PAGE>
                      PGI INCORPORATED AND SUBSIDIARIES

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

$15,000 was for repayment of a note payable to Love Investment Company.

Analysis of Financial Condition

         Assets totaled $1.9 million at September 30, 2000 compared to $2.4
million at December 31, 1999, reflecting the following changes:
<TABLE>
<CAPTION>
                                                  September 30,     December 31,         Increase
                                                      2000              1999            (Decrease)
                                                      ----              ----            ----------

                                                                  ($ in thousands)

<S>                                                 <C>               <C>                <C>
         Cash and cash equivalents                  $    26           $    28            $    (2)
         Restricted cash                                911             1,441               (530)
         Receivables                                     40                43                 (3)
         Land and improvement inventories               757               763                 (6)
         Other assets                                   182               166                 16
                                                    -------           -------            -------
                                                    $ 1,916           $ 2,441            $  (525)
                                                    =======           =======            =======
</TABLE>

         Liabilities were $27.9 million at September 30, 2000 compared to
$26.8 million at December 31, 1999 reflecting the following changes among
categories:
<TABLE>
<CAPTION>
                                                  September 30,     December 31,         Increase
                                                      2000              1999            (Decrease)
                                                      ----              ----            ----------

                                                                  ($ in thousands)

<S>                                                 <C>               <C>                <C>
         Accounts payable & accrued expenses        $   177           $   553            $  (376)
         Accrued real estate taxes                      736               703                 33
         Accrued interest                            14,494            13,095              1,399
         Credit agreements - primary lender             700               700                 --
         Notes                                        1,198             1,213                (15)
         Convertible subordinated
            debentures payable                        9,059             9,059                 --
         Convertible debentures payable               1,500             1,500                 --
                                                    -------           -------            -------
                                                    $27,864           $26,823            $ 1,041
                                                    =======           =======            =======
</TABLE>

         The Company has aggressively taken steps to curtail and simplify
operations as well as concentrate on major bulk sales of its undeveloped
acreage. The Company remains totally dependent upon the sale of property to
fund its operations and debt service requirements.



                                     13


<PAGE>
<PAGE>


                      PGI INCORPORATED AND SUBSIDIARIES

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

         The Company remains in default of the entire principal plus
interest on its subordinated debentures. The amounts due are as indicated in
the following table:
<TABLE>
<CAPTION>
                                                                       September 30, 2000
                                                                       ------------------

                                                               Principal                 Unpaid
                                                              Amount Due                Interest
                                                              ----------                --------

                                                                        ($ in thousands)
<S>                                                             <C>                     <C>
         Subordinated debentures due
                   June 1, 1991                                 $ 1,034                 $   736
         Subordinated debentures due
                   May 1, 1992                                    8,025                   6,512
                                                                -------                 -------
                                                                $ 9,059                 $ 7,248
                                                                =======                 =======
</TABLE>

         The Company does not have funds available to make any payments of
either principal or interest on the above debentures.

Year 2000 Issues
----------------

         The year 2000 issue is determined to have had an immaterial effect
on the Company. As of January 1, 1999, the Company began maintaining the
financial records on different software, which is also used by a related
party. The related party was responsible for testing and modifying the
software for the year 2000 processing.



                                     14


<PAGE>
<PAGE>


                      PGI INCORPORATED AND SUBSIDIARIES

PART II  Other Information

Item 1   Legal Proceedings

         In 1994, the Citrus County Tax Assessor denied agricultural
exemption status for the undeveloped Sugarmill Woods property and the
Company was forced to sue the County to reclaim the tax benefit. In 1995,
the Citrus County Tax Assessor again denied agricultural exemption status
for the undeveloped Sugarmill Woods property, but was overruled by the Value
Adjustment Board. As a result, the Tax Assessor sued Sugarmill Woods, and
was again successful in denying the agricultural exemption for the property.
The Company won on appeal, but the Tax Assessor appealed to the Supreme
Court of Florida to reinstate the exemption. On April 1, 1999, the Supreme
Court of Florida issued their opinion in favor of Sugarmill Woods, Inc. On
November 9, 1999 the Circuit Court of Citrus County adjudged the
agricultural classification applicable to tax years 1994, 1995 and 1996. Tax
year 1997 remains in dispute on a matter of timely filing of petition for
exemption. There is a restricted escrow of $557,000 for payment of the
taxes.

Item 2   Changes in Securities

         Not applicable.

Item 3   Defaults Upon Senior Securities

         See discussion in Item 2 with respect to defaults on the Company's
subordinated debentures and collateralized convertible debentures, which
discussion is incorporated herein by this reference.

Item 4   Submission of Matters to a Vote of Security Holders

         Not applicable.

Item 5   Other Information

         Not applicable.

Item 6   Exhibits and Reports on Form 8 - K

         (a)       Exhibits - reference is made to the Exhibit Index contained
                   on page 17 herein for a list of exhibits filed under this
                   Item.

         (b)       No report on Form 8 - K was filed during the quarter ended
                   September 30, 2000.



                                     15


<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

         In accordance with the requirements 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:   November 14, 2000                  /s/ Laurence A Schiffer
     -------------------------             -------------------------------

                                           Laurence A. Schiffer
                                           President



                                     16


<PAGE>
<PAGE>


                      PGI INCORPORATED AND SUBSIDIARIES


EXHIBIT INDEX
-------------

2.       Inapplicable.

3.       Inapplicable.

4.       Inapplicable.

10.      Inapplicable.

11.      Statements re:  Computations of Per Share Earnings.
         (See Note 2 to the consolidated financial statements.)

15.      Inapplicable.

18.      Inapplicable.

19.      Inapplicable.

22.      Inapplicable.

23.      Inapplicable.

24.      Inapplicable.

27.      Financial Data Schedule.


                                     17