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                                                                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 quarterly 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 quarterly report;

3.  Based on my knowledge, the financial statements, and other
    financial information included in this quarterly 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 quarterly 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)), 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 quarterly report
        is being prepared;

    b)  [reserved for future use;]

    c)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures and presented in this quarterly
        report our conclusions about effectiveness of the controls
        and procedures, as of the end of the period covered by this
        quarterly report based on such evaluation; and

    d)  disclosed in this quarterly report any change in the
        registrant's internal control over financial reporting that
        occurred during the registrant's most recent fiscal quarter
        that has materially affected, or is reasonably likely to
        materially affect, the registrants 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 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 controls 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 controls over financial reporting.


/s/ Laurence A. Schiffer                                   November 14, 2003
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Laurence A. Schiffer
Principal Financial Officer