<PAGE>

                   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     June 30, 2004
                                                 ----------------------

/ /      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
               of incorporation)                   Identification No.)

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

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

         N/A
         ---------------------------------------------------------------
         (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 a 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
12, 2004, there were 5,317,758 shares of the Registrant's common stock, $.10
par value, per share, outstanding.

         Transitional Small Business Disclosure Format (Check one):

                  Yes              No     X
                      ----------      ----------


                                     1

<PAGE>
<PAGE>

<TABLE>
                                      PGI INCORPORATED AND SUBSIDIARIES

                                                Form 10 - QSB
                                     For the Quarter Ended June 30, 2004
                                              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, 2004 (Unaudited) and December 31, 2003                        3

                         Consolidated Statements of Operations (Unaudited)
                              Three and Six Months Ended June 30, 2004 and 2003                      4

                         Condensed Consolidated Statements of Cash Flows (Unaudited)
                              Six Months Ended June 30, 2004 and 2003                                5

                              Notes to Consolidated Financial Statements (Unaudited)               6 - 11

             Item 2.     Management's Discussion and Analysis or
                              Plan of Operation                                                   12 - 15

             Item 3.     Controls and Procedures                                                    15


PART II                  Other Information

             Item 1.     Legal Proceedings                                                          16

             Item 2.     Changes in Securities and Small Business Issuer Purchases of
                              Equity Securities                                                     16

             Item 3.     Defaults Upon Senior Securities                                            16

             Item 4.     Submission of Matters to a Vote of Security Holders                        16

             Item 5.     Other Information                                                          16

             Item 6.     Exhibits and Reports on Form 8 - K                                         17

SIGNATURES                                                                                          18


EXHIBIT INDEX                                                                                       19
</TABLE>


                                     2

<PAGE>
<PAGE>

Part I             Financial Information

         Item 1.   Financial Statements
                   --------------------

<TABLE>
                                      PGI INCORPORATED AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                               ($ in thousands)

<CAPTION>
                                                                      June 30,                   December 31,
                                                                       2004                          2003
                                                                       ----                          ----
                                                                    (Unaudited)
<S>                                                                   <C>                          <C>
ASSETS
     Cash and cash equivalents                                        $    513                     $    250
     Restricted cash                                                         1                            1
     Receivables                                                           600                          377
     Land and improvement inventories                                      628                          670
     Other assets                                                          167                          168
                                                                      --------                     --------
                                                                      $  1,909                     $  1,466
                                                                      ========                     ========

LIABILITIES
     Accounts payable & accrued expenses                              $     46                     $     69
     Accrued real estate taxes                                             375                          402
     Deferred credits                                                        1                            3
     Accrued interest:
     Primary Lender                                                          5                            5
     Debentures                                                         20,646                       19,406
     Other                                                               2,195                        2,160
Credit Agreements -
     Primary lender                                                        700                          700
     Notes payable                                                       1,198                        1,198
     Subordinated debentures payable                                     9,059                        9,059
     Convertible debentures payable                                      1,500                        1,500
                                                                      --------                     --------
                                                                      $ 35,725                     $ 34,502
                                                                      --------                     --------

STOCKHOLDERS' DEFICIENCY
     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                                                    (49,846)                     (49,066)
                                                                      --------                     --------
                                                                       (33,816)                     (33,036)
                                                                      --------                     --------
                                                                      $  1,909                     $  1,466
                                                                      ========                     ========

See accompanying notes to consolidated financial statements.
</TABLE>


                                     3

<PAGE>
<PAGE>

Part I             Financial Information (Continued)

<TABLE>
                                PGI INCORPORATED AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                             ($ in thousands, except per share data)
                                           (Unaudited)

<CAPTION>
                                          Three Months Ended               Six Months Ended
                                          ------------------               ----------------
                                       June 30,        June 30,        June 30,         June 30,
                                         2004            2003            2004             2003
                                         ----            ----            ----             ----
<S>                                     <C>             <C>             <C>              <C>
REVENUES
     Real Estate Sales                  $ 500           $  66           $  660           $    87
     Interest Income                        8              10               18                22
     Other Income                           1               3                5                 4
                                        -----           -----           ------           -------
                                          509              79              683               113
                                        -----           -----           ------           -------

COSTS AND EXPENSES
     Cost of Real Estate Sales          $   8           $  15           $   69           $    20
     Interest                             661             604            1,306             1,195
     Taxes & Assessments                   12               9               15                21
     Consulting & Accounting               10              10               20                20
     Legal & Professional                   6              22               31                53
     General & Administrative              12              19               22                33
                                        -----           -----           ------           -------
                                          709             679            1,463             1,342
                                        -----           -----           ------           -------
NET (LOSS)                              $(200)          $(600)          $ (780)          $(1,229)
                                        =====           =====           ======           =======

NET (LOSS) PER SHARE (*)                $(.07)          $(.14)          $ (.21)          $  (.29)
                                        =====           =====           ======           =======


<FN>
*    Considers the effect of cumulative preferred dividends in arrears for
     the three and six months ended June 30, 2004 and 2003.



See accompanying notes to consolidated financial statements.
</TABLE>


                                     4

<PAGE>
<PAGE>

Part I             Financial Information (Continued)

<TABLE>
                                PGI INCORPORATED AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        ($ in thousands)
                                           (Unaudited)

<CAPTION>
                                                                           Six Months Ended
                                                                           ----------------
                                                                     June 30,           June 30,
                                                                       2004               2003
                                                                       ----               ----
<S>                                                                    <C>                <C>
Net cash provided by (used in) operating activities                    $264               $(35)
                                                                       ----               ----
Cash flows from investing activities:

     Purchases of inventory and deferred expenditures                    (1)                (6)
     Proceeds from notes receivables                                      -                204
                                                                       ----               ----
     Net cash provided by (used in) investing activities                 (1)               198
                                                                       ----               ----


Net increase (decrease) in cash                                         263                163

Cash at beginning of period                                             250                 93
                                                                       ----               ----

Cash at end of period                                                  $513               $256
                                                                       ====               ====


See accompanying notes to consolidated financial statements.
</TABLE>


                                     5

<PAGE>
<PAGE>

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

(1)      Basis of Presentation

         The accompanying unaudited consolidated financial statements of PGI
         Incorporated and its subsidiaries (the "Company") 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, 2003.

         The consolidated balance sheet as of December 31, 2003 has been
         derived from the audited consolidated balance sheet as of that
         date.

         The Company remains in default under the indentures governing its
         unsecured subordinated and convertible debentures and in default of
         its primary debt obligations. (See Management's Discussion and
         Analysis or Plan of Operation and Notes 9, 10, 11, and 16 to the
         Company's consolidated financial statements for the year ended
         December 31, 2003, 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 six
         months ended June 30, 2004 are not necessarily indicative of
         operations to be expected for the fiscal year ending December 31,
         2004 or any other interim period.

 (2)     Per Share Data

         Basic 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. The average number of common shares outstanding for
         the six months ended June 30, 2004 and 2003 was 5,317,758.

         Diluted per share amounts are computed by dividing net income
         (loss) by the average number of common shares outstanding, after
         adjusting for the estimated effect of the assumed conversion of all
         cumulative convertible preferred stock and collateralized
         convertible debentures into shares of common stock. For the six
         months ended June 30, 2004 and 2003, 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 (loss) per share for the three and six months
         ended June 30, 2004 and 2003.

<TABLE>
<CAPTION>
                                                         Three Months Ended                  Six Months Ended
                                                         ------------------                  ----------------
                                                     June 30,          June 30,         June 30,          June 30,
                                                       2004              2003             2004              2003
                                                       ----              ----             ----              ----
<S>                                                 <C>               <C>             <C>               <C>
        Net (Loss)                                  $(200,000)        $(600,000)        $(780,000)      $(1,229,000)
        Preferred Dividends                         $(160,000)        $(160,000)        $(320,000)        $(320,000)
                                                    ---------         ---------       -----------       -----------
        (Loss) Available to
               Common Shareholders                  $(360,000)        $(760,000)      $(1,100,000)      $(1,549,000)
                                                    =========         =========       ===========       ===========
        Weighted Average Number
               Of Shares Outstanding                5,317,758         5,317,758         5,317,758         5,317,758
        Basic and Diluted (Loss)
               Per Share                                $(.07)            $(.14)            $(.21)            $(.29)
</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 six months
         ended June 30, 2004 and 2003 was $32,000 and $67,000 respectively.

(4)      Restricted Cash

         Restricted cash includes restricted proceeds held by the primary
         lender as collateral for debt repayment.


                                     7

<PAGE>
<PAGE>

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

(5)      Receivables
         Net receivables consisted of:

<TABLE>
<CAPTION>
                                                                    June 30,               December 31,
                                                                      2004                     2003
                                                                      ----                     ----
                                                                            ($ in thousands)
<S>                                                                 <C>                      <C>
         Contracts receivable on homesite sales                     $    64                  $    64
         Less:  Allowance for cancellations                             (64)                     (64)
                                                                    -------                  -------
         Net receivables on real estate sales                             -                        -
         Other notes receivable - trade                                 246                       21
         Other notes receivable - related party                         340                      340
         Other interest receivable                                       14                       16
                                                                    -------                  -------
                                                                    $   600                  $   377
                                                                    =======                  =======
</TABLE>

(6)      Land and Improvements
         Land and improvement inventories consisted of:

<TABLE>
<CAPTION>
                                                                    June 30,               December 31,
                                                                      2004                     2003
                                                                      ----                     ----
                                                                            ($ in thousands)
<S>                                                                 <C>                      <C>
         Unimproved land                                            $   613                  $   613
         Fully improved land                                             15                       57
                                                                    -------                  -------
                                                                    $   628                  $   670
                                                                    =======                  =======
</TABLE>

(7)      Property and Equipment
         Property and Equipment consisted of:

<TABLE>
<CAPTION>
                                                                    June 30,               December 31,
                                                                      2004                     2003
                                                                      ----                     ----
                                                                            ($ in thousands)
<S>                                                                 <C>                      <C>
         Furniture, fixtures and other equipment                    $    31                  $    31
         Less:  Accumulated depreciation                                (31)                     (31)
                                                                    -------                  -------
                                                                    $     -                  $     -
                                                                    =======                  =======
</TABLE>

(8)      Other Assets
         Other assets consisted of:

<TABLE>
<CAPTION>
                                                                    June 30,               December 31,
                                                                      2004                     2003
                                                                      ----                     ----
                                                                            ($ in thousands)
<S>                                                                 <C>                      <C>
         Deposit with Trustee of 6-1/2% debentures                  $   161                  $   160
         Other                                                            6                        8
                                                                    -------                  -------
                                                                    $   167                  $   168
                                                                    =======                  =======
</TABLE>


                                     8

<PAGE>
<PAGE>

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

(9)      Accounts Payable and Accrued Expenses
         Accounts payable and accrued expenses consisted of:

<TABLE>
<CAPTION>
                                                                    June 30,               December 31,
                                                                      2004                     2003
                                                                      ----                     ----
                                                                            ($ in thousands)
<S>                                                                 <C>                      <C>
         Accounts payable                                           $    22                  $    24
         Accrued audit & professional                                    22                       27
         Accrued consulting fees                                          2                       11
         Accrued legal                                                    -                        6
         Accrued miscellaneous                                            -                        1
                                                                    -------                  -------
                                                                    $    46                  $    69
                                                                    =======                  =======

         Accrued Real Estate Taxes consisted of:

         Current real estate taxes                                  $     4                  $    11
         Delinquent real estate taxes                                   371                      391
                                                                    -------                  -------
                                                                    $   375                  $   402
                                                                    =======                  =======
</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>
                                                                    June 30,               December 31,
                                                                      2004                     2003
                                                                      ----                     ----
                                                                            ($ 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                    1,198
                                                                    -------                  -------
                                                                    $ 1,898                  $ 1,898
                                                                    -------                  -------
         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
                                                                    -------                  -------
</TABLE>


                                     9

<PAGE>
<PAGE>

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

         Collateralized convertible debentures payable:

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

(11)     Real Estate Sales and Other Income
         Real Estate Sales and Cost of Sales for the three and six months
         ended June 30, 2004 and 2003 were as follows:

<TABLE>
<CAPTION>
                                            Three Months Ended               Six Months Ended
                                            ------------------               ----------------
                                          June 30,       June 30,         June 30,       June 30,
                                            2004           2003             2004           2003
                                            ----           ----             ----           ----
                                             ($ in thousands)                ($ in thousands)
<S>                                        <C>            <C>              <C>            <C>
         Real Estate Sales                 $ 500          $  66            $ 660          $  87
         Cost of Sales                         8             15               69             20
</TABLE>

         In the second quarter, the Company completed the sale of two unusual
         real estate parcels, at the price of $250,000 each. These two
         parcels were not carried for value on the Company's books, inasmuch
         as they were undevelopable thin strips of mangrove fringe. However,
         because of the height of the mangroves, the adjoining property
         owners purchased these fringe strips in order to be able to enhance
         the view amenity on their proposed developments.

         Other income for the six months ended June 30, 2004 and 2003 was
         $5,000 and $4,000 respectively. The other income mainly consists of
         recoveries of contracts receivable which have been fully provided
         for.

(12)     Income Taxes

         At December 31, 2003, the Company had an operating loss
         carryforward of approximately $33,000,000 to reduce future taxable
         income. These operating losses expire at various dates through
         2022.


                                     10

<PAGE>
<PAGE>

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

         The following summarizes the temporary differences of the Company
         at December 31, 2003 at the current statutory rate:

<TABLE>
<CAPTION>
                                                                                     ($ in thousands)
<S>                                                                                      <C>
         Deferred tax asset:
           Net operating loss carryforward                                               $ 12,898
           Adjustments to reduce land to net realizable value                                  12
           Expenses capitalized under IRC 263(a)                                               56
           Valuation allowance                                                            (12,794)
                                                                                         --------
                                                                                              172

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


                                     11

<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis or Plan of Operation

Preliminary Note

         The Company's business focus and emphasis recently has been to
concentrate its sales and marketing efforts on the disposition of its
remaining real estate, as a result of its continuing financial difficulties
due to the principal and interest owed on its debt.

         Presently, the most valuable remaining asset is a parcel of 366
acres located in Hernando County, Florida. The Company also owns about 100
acres in various sites which are scattered in Charlotte County, Florida, but
most of these are subject to easements which markedly reduce their value
and/or consist of wetlands of indeterminate value. As of June 30, 2004, the
Company also owns 3 single family lots, located in Citrus County, Florida.
In addition, the Company has been actively pursuing collection on delinquent
contract receivables from home site sales. The Company is in the process of
foreclosing on 12 lots, which represent the remaining contracts receivable
outstanding as of June 30, 2004.

         The 366 acre parcel in Hernando County is difficult to value because
of uncertainty related to the possible extension of the Suncoast Expressway,
which terminates on the south side of Route 98 opposite the subject
property. Debate continues over whether the Suncoast Expressway will be
continued, which would most certainly require acquisition of at least part
of the property. Further, there are currently several potential corridors
under discussion for such continuation, making it impossible to predict
which part of the property would be most affected. Development and/or sale
plans for this parcel as a result are necessarily held in abeyance pending
the decisions about the Suncoast Expressway. The sole activity presently
concerning this property relates to the installation of a gas pipeline in
adjacent property near one of the property's boundaries. The Company is
continuing to negotiate with the pipeline company to address the Company's
concerns that the presence of such pipeline adversely affects the value of
this property.

Results of Operations

         Revenues for the first six months of 2004 increased by $570,000 to
$683,000 from $113,000 for the comparable 2003 period reflecting increased
real estate sales revenue in the current year. Expenses for the six month
period ended June 30, 2004 increased by $121,000 when compared to the same
period in 2003, reflecting increases in cost of sales and interest expense.
The increase in interest expense is a result of interest accruing on past
due interest balances which increase at various intervals throughout the
year. As a result, a net loss of $780,000 was incurred for the first six
months of 2004 compared to a net loss of $1,229,000 for the first six months
of 2003. After consideration of cumulative preferred dividends in arrears,
totaling $320,000 for each of the six months ended June 30, 2004 and 2003
($.10 per share of common stock), a net loss per share of $(.21) and $(.29),
respectively, was reported for the six month periods ended June 30, 2004 and
2003.

         Real Estate Sales and Cost of Sales consisted of:
<TABLE>
<CAPTION>
                                            Three Months Ended                      Six Months Ended
                                            ------------------                      ----------------
                                          June 30,       June 30,               June 30,        June 30,
                                            2004           2003                   2004            2003
                                            ----           ----                   ----            ----
                                             ($ in thousands)                       ($ in thousands)
<S>                                        <C>            <C>                    <C>             <C>
         Real Estate Sales                 $ 500          $  66                  $ 660           $  87
         Cost of Sales                         8             15                     69              20
</TABLE>


                                     12

<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis or Plan of Operation (continued)

         In the second quarter, the Company completed the sale of two unusual
real estate parcels, at the price of $250,000 each. These two parcels
were not carried for value on the Company's books, inasmuch as they were
undevelopable thin strips of mangrove fringe. However, because of the height
of the mangroves, the adjoining property owners purchased these fringe
strips in order to be able to enhance the view amenity on their proposed
developments.

         Other income for the six months ended June 30, 2004 and 2003 was
$5,000 and $4,000, respectively. Other income primarily consists of
recoveries of contracts receivable which had been fully provided for
cancellation.

         As of June 30, 2004, the Company remained in default of its primary
lender indebtedness with PGIP, LLC ("PGIP") of $700,000. 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 was $1,000 at June 30, 2004 and December 31, 2003. The real
estate owned by the Company that has not been sold, totaling 366 acres (the
"Retained Acreage"), remains subject to the primary lender indebtedness.

         Contracts receivable on homesite sales and related receivables are
fully provided for cancellation at June 30, 2004 and December 31, 2003. The
Company has been actively pursuing collection on the delinquent contract
receivables. An assessment is made for each contract receivable as to the
economic benefit of reacquisition of the lot, which serves as collateral for
such contract receivable, considering the cost of foreclosure, delinquent
taxes and association fees due, and estimated current sale value of such
lot. For those contract receivables with an anticipated economic benefit,
foreclosure action is begun in the absence of payment or receipt of a quit
claim deed of the property back to the Company.

         Cash provided by operating activities for the six months ended June
30, 2004 was $264,000 compared to cash used of $35,000 for the comparable
2003 period. Net cash used in investing activities during the six months
ended June 30, 2004 included $1,000 in purchases of inventory and deferred
expenditures. Net cash provided by investing activities during the six
months ended June 30, 2003 included $204,000 in proceeds from repayment of a
short term note receivable with an affiliate of L-PGI, the Company's
preferred shareholder, Love Investment Company less $6,000 in purchases of
inventory and deferred expenditures.


                                     13

<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis or Plan of Operation (continued)

Analysis of Financial Condition

         Total assets increased by $443,000 at June 30, 2004 compared to
total assets at December 31, 2003, reflecting the following changes:

<TABLE>
<CAPTION>
                                                          June 30,         December 31,         Increase
                                                            2004               2003            (Decrease)
                                                            ----               ----            ----------
                                                                         ($ in thousands)
<S>                                                        <C>                <C>                  <C>
         Cash and cash equivalents                         $  513             $  250               $263
         Restricted cash                                        1                  1                  -
         Receivables                                          600                377                223
         Land and improvement inventories                     628                670                (42)
         Other assets                                         167                168                 (1)
                                                           ------             ------               ----
                                                           $1,909             $1,466               $443
                                                           ======             ======               ====
</TABLE>


         The increase in receivables relates to a parcel sold in June, 2004
for which the sale proceeds of $246,000 were not received until July, 2004.

         Liabilities were approximately $35.7` million at June 30, 2004
compared to approximately $34.5 million at December 31, 2003, reflecting the
following changes:

<TABLE>
<CAPTION>
                                                          June 30,         December 31,         Increase
                                                            2004               2003            (Decrease)
                                                            ----               ----            ----------
                                                                         ($ in thousands)
<S>                                                       <C>                <C>                 <C>
         Accounts payable & accrued expenses              $    46            $    69             $  (23)
         Accrued real estate taxes                            375                402                (27)
         Deferred credits                                       1                  3                 (2)
         Accrued interest                                  22,846             21,571              1,275
         Credit agreements - primary lender                   700                700                  -
         Notes                                              1,198              1,198                  -
         Convertible subordinated
            debentures payable                              9,059              9,059                  -
         Convertible debentures payable                     1,500              1,500                  -
                                                          -------            -------             ------
                                                          $35,725            $34,502             $1,223
                                                          =======            =======             ======
</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.


                                     14

<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis or Plan of Operation (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>
                                                                        June 30, 2004
                                                                        -------------
                                                              Principal                  Accrued
                                                              Amount Due                Interest
                                                              ----------                --------
                                                                       ($ in thousands)
<S>                                                             <C>                     <C>
         Subordinated debentures:
         ------------------------
         At 61/2%, due June 1, 1991                             $1,034                  $ 1,005

         At 6%, due May 1, 1992                                  8,025                    9,623
                                                                ------                  -------
                                                                $9,059                  $10,628

         Collateralized convertible debentures:
         --------------------------------------
         At 14%, due July 8, 1997                               $1,500                  $10,018
</TABLE>


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

Forward Looking Statements
--------------------------
The discussion set forth in this Item 2, as well as other portions of this
Form 10-QSB, may contain forward-looking comments. Such comments are based
upon the information currently available to management of the Company and
management's perception thereof as of the date of the Form 10-QSB. When used
in this Form 10-QSB, words such as "anticipates," "estimates," "believes,"
"expects," and similar expressions are intended to identify forward-looking
statements. Such statements are subject to risks and uncertainties. Actual
results of the Company's operations could materially differ from those
forward-looking comments. The differences could be caused by a number of
factors or combination of factors including, but not limited to: changes in
the real estate market in Florida and the counties in which the Company owns
any property; institution of legal action by the bondholders for collection
of any amounts due under the subordinated convertible debentures; continued
failure by governmental authorities to make a decision with respect to the
Suncoast Expressway as described under Item 2; changes in management
strategy; and other factors set forth in reports and other documents filed
by the Company with the Securities and Exchange Commission from time to
time.

Item 3. Controls and Procedures

         We have evaluated the effectiveness of the design and operation of
our disclosure controls and procedures under the supervision and with the
participation of our Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"). Based on this evaluation, our management, including the CEO
and CFO, concluded that our disclosure controls and procedures were
effective as of June 30, 2004. There have been no changes in our internal
control over financial reporting during the quarter ended June 30, 2004,
that have materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.


                                     15

<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

PART II  Other Information

Item 1.  Legal Proceedings

         As previously reported by the Company, a tax matter relating to the
1997 agricultural exemption status on the undeveloped Sugarmill Woods
property remains in dispute on a matter of timely filing of petition for
such exemption. In June 2002, the District Court of Appeals denied the
agricultural exemption for 1997, and the Company filed a motion for
rehearing. In November 2003, the trial court conducted an evidentiary
hearing on the Company's motion for rehearing, but the motion was denied. An
appeal to the District Court of Appeals was filed by the Company and is
pending. The Company does not believe that the resolution of this matter
will have a material effect on its financial position.

Item 2.  Changes in Securities and Small Business Issuer Purchases of Equity
         Securities

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         See discussion in Part 1 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.


                                     16

<PAGE>
<PAGE>

                      PGI INCORPORATED AND SUBSIDIARIES

Item 6.  Exhibits and Reports on Form 8 - K

         (a)   Exhibits - reference is made to the Exhibit Index hereof for
               a list of exhibits filed under this Item.

         (b)   No report on Form 8 - K was filed during the quarter ended
               June 30, 2004.


                                     17

<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: August 13, 2004                     /s/ Laurence A. Schiffer
      ---------------                     ------------------------
                                          Laurence A. Schiffer
                                          President
                                          (Duly Authorized Officer, Principal
                                          Executive Officer and Principal
                                          Financial Officer)


                                     18

<PAGE>
<PAGE>

                     PGI INCORPORATED AND SUBSIDIARIES

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

2.       Inapplicable.

3.(i)    Inapplicable.

3.(ii)   Inapplicable.

4.       Inapplicable.

10.      Inapplicable.

11.      Statement re: Computation of Per Share Earnings (Set forth in Note 2
         of the Notes to Consolidated Financial Statements herein).

15.      Inapplicable.

18.      Inapplicable.

19.      Inapplicable.

20.      Inapplicable.

22.      Inapplicable.

23.      Inapplicable.

24.      Inapplicable.

31.1     Principal Executive Officer certification pursuant to Rule 13a-14(a)
         or 15d-14(a) under the Securities Exchange Act of 1934, as amended,
         as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002.

31.2     Principal Financial Officer certification pursuant to Rule 13a-14(a)
         or 15d-14(a) under the Securities Exchange Act of 1934, as amended,
         as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002.

32.1     Chief Executive Officer certification pursuant to 18 U.S.C. Section
         1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
         of 2002.

32.2     Chief Financial Officer certification pursuant to 18 U.S.C. Section
         1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
         of 2002.

                                     19