<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     June 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
           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)

     ------------------------------------------------------------------
     (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
August 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>

<TABLE>
                            PGI INCORPORATED AND SUBSIDIARIES

                                      Form 10 - QSB
                           For the Quarter Ended June 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
                      June 30, 2000 and December 31, 1999                           3

                 Consolidated Statements of Operations
                      Three and Six Months Ended June 30, 2000 and 1999             4

                 Condensed Consolidated Statements of Cash Flows
                      Six Months Ended June 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>
                                                                   June 30,        December 31,
                                                                     2000              1999
                                                                     ----              ----
<S>                                                                <C>               <C>
ASSETS
   Cash and cash equivalents                                       $     30          $     28
   Restricted cash                                                      981             1,441
   Receivables                                                           42                43
   Land and improvement inventories                                     769               763
   Other assets                                                         171               166
                                                                   --------          --------
                                                                   $  1,993          $  2,441
                                                                   ========          ========

LIABILITIES
   Accounts payable & accrued expenses                             $    221          $    553
   Accrued real estate taxes                                            738               703
   Accrued interest:
      Debentures                                                     12,180            11,323
      Other                                                           1,836             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
                                                                   --------          --------
                                                                   $ 27,432          $ 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                                              (41,469)          (40,412)
                                                                   --------          --------
                                                                    (25,439)          (24,382)
                                                                   --------          --------
                                                                   $  1,993          $  2,441
                                                                   ========          ========

See accompanying notes to consolidate 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            Six Months Ended
                                            ------------------            ----------------
                                          June 30,       June 30,      June 30,       June 30,
                                            2000           1999          2000           1999
                                            ----           ----          ----           ----
<S>                                        <C>            <C>          <C>            <C>
REVENUES
   Interest income                         $   9          $  11        $    18        $    31
   Other income                                1             15              4             18
                                           -----          -----        -------        -------
                                              10             26             22             49
                                           -----          -----        -------        -------

COSTS AND EXPENSES
   Interest                                $ 492          $ 458        $   972        $   907
   Taxes & Assessments                        21             34             37             64
   Consulting & Accounting                    10             12             21             24
   Legal & Professional                        6             23             17             44
   General & Administrative                   23             29             32             52
                                           -----          -----        -------        -------
                                             552            556          1,079          1,091
                                           -----          -----        -------        -------
NET (LOSS)                                 $(542)         $(530)       $(1,057)       $(1,042)
                                           =====          =====        =======        =======

NET (LOSS) PER SHARE <F*>                  $(.13)         $(.13)       $  (.26)       $  (.26)
                                           =====          =====        =======        =======

<FN>
<F*> Considers the effect of cumulative preferred dividends in arrears
     for the three and six months ended June 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>
                                                                     Six Months Ended
                                                                     ----------------
                                                                 June 30,         June 30,
                                                                   2000             1999
                                                                   ----             ----
<S>                                                               <C>              <C>
Net cash (used in) operating activities                           $(357)           $(151)
                                                                  -----            -----

Cash flows from investing activities:
      Proceeds from release of restricted cash                      372                -
      Proceeds from notes receivables                                 2                2
                                                                  -----            -----
      Net cash provided by investing activities                     374                2
                                                                  -----            -----

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

Net increase (decrease) in cash                                       2             (149)

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

Cash at end of period                                             $  30            $  12
                                                                  =====            =====

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 six months ended June 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 six months ended June 30, 2000
     and 1999.  The average number of common shares outstanding for the
     six months ended June 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 six
     months ended June 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 six
     months ended June 30, 2000 and 1999.

<TABLE>
<CAPTION>
                                                       Three Months Ended            Six Months Ended
                                                       ------------------            ----------------
                                                     June 30,      June 30,       June 30,        June 30,
                                                       2000          1999           2000            1999
                                                       ----          ----           ----            ----
<S>                                                <C>            <C>          <C>            <C>
     Net Income (Loss)                             $ (542,000)    $ (530,000)   $(1,057,000)   $(1,042,000)
     Preferred Dividends                             (160,000)      (160,000)      (320,000)      (320,000)
                                                   ----------     ----------    -----------    -----------
     Income (Loss) Available to
       Common Shareholders                         $ (702,000)    $ (690,000)   $(1,377,000)   $(1,362,000)
                                                   ==========     ==========    ===========    ===========

     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)   $      (.26)   $      (.26)
</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, 2000 and 1999 was $51,000 and $75,000
     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:

                                                     June 30,    December 31,
                                                       2000          1999
                                                       ----          ----
                                                        ($ in thousands)

     Contracts receivable on homesite sales           $ 329         $ 376

     Less: Allowance for cancellations                 (329)         (376)
                                                      -----         -----
     Net receivables on real estate sales                 0             0
     Other receivables                                   42            43
                                                      -----         -----
                                                      $  42         $  43
                                                      =====         =====

                                 7


<PAGE>
<PAGE>

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

(6)  Land and Improvements

     Land and improvement inventories consisted of:

                                                    June 30,     December 31,
                                                      2000           1999
                                                      ----           ----
                                                       ($ in thousands)

     Unimproved land                                  $613           $613
     Fully improved land                               156            150
                                                      ----           ----
                                                      $769           $763
                                                      ====           ====

(7)  Property and Equipment

                                                    June 30,     December 31,
                                                      2000           1999
                                                      ----           ----
                                                       ($ in thousands)

     Furniture, fixtures and other equipment          $ 31           $ 31
     Less:  Accumulated depreciation                   (31)           (31)
                                                      ----           ----
                                                      $  0           $  0
                                                      ====           ====

(8)  Other Assets

     Other assets consisted of:

                                                    June 30,     December 31,
                                                      2000           1999
                                                      ----           ----
                                                       ($ in thousands)

     Deposit with Trustee of 6-1/2% debentures        $148           $144
     Other                                              23             22
                                                      ----           ----
                                                      $171           $166
                                                      ====           ====

(9)  Accounts Payable and Accrued Expenses

     Accounts payable and accrued expenses consisted of:

                                                    June 30,     December 31,
                                                      2000           1999
                                                      ----           ----
                                                       ($ in thousands)

     Accounts payable                                 $ 40           $ 37
     Accrued consulting fees                           143            308
     Accrued audit & professional                       15             26
     Accrued miscellaneous                               2            161
     Estimated recourse liability for
       receivables sold                                 21             21
                                                      ----           ----
                                                      $221           $553
                                                      ====           ====

                                 8


<PAGE>
<PAGE>

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

     Accrued Real Estate Taxes consisted of:

     Current real estate taxes                         $ 19           $ 35
     Delinquent real estate taxes                       719            668
                                                       ----           ----
                                                       $738           $703
                                                       ====           ====

(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:

                                                    June 30,     December 31,
                                                      2000           1999
                                                      ----           ----
                                                       ($ in thousands)

     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
                                                    =======        =======

(11) Real Estate Sales and Other Income

     There were no real estate sales for the six months ended June 30,
     2000 and 1999.

     Other income for the six months ended June 30, 2000 and 1999 was
     $4,000 and $18,000 respectively.

                                 9



<PAGE>
<PAGE>



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

(12) Commitments and Contingencies

     The aggregate outstanding balances of all receivables sold and
     exchanged with recourse totaled $39,000 and $42,000 at June 30,
     2000 and December 31, 1999, respectively. Based on its collection
     experience with such receivables, the Company maintained
     allowances at June 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:



     Deferred tax asset:
       Net operating loss carryforward                           $ 13,600,000
       Adjustments to reduce land to net realizable value              12,000
       Expenses capitalized under IRC 263(a)                           56,000
       ITC carryforward                                               215,000
       Valuation allowance                                        (13,711,000)
                                                                 ------------
                                                                      172,000

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

                                 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 six months of 2000 decreased by $27,000 to
$22,000 from $49,000 for the comparable 1999 period reflecting less
interest income due to lower restricted cash balances.  A net loss of
$1,057,000 was incurred for the first six months of 2000 compared to net
loss of $1,042,000 for the first six months of 1999.  Expenses for the
six months decreased by $12,000.  After consideration of cumulative
preferred dividends in arrears, totaling $320,000 for each of the six
months ended June 30, 2000 and 1999 ($.10 per share of common stock),
net (loss) per share of $(.13) was reported for both six month periods
ended June 30, 2000 and 1999.

     There were no real estate sales for the six months ended June 30,
2000 and 1999.  Other income for the six months ended June 30, 2000 and
1999 was $4,000 and $18,000 respectively.

     As of June 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 June 30, 2000 and
December 31, 1999 was $419,000 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.

                                 11



<PAGE>
<PAGE>

                  PGI INCORPORATED AND SUBSIDIARIES

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

     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 fully recognizes, however,
that completion of the Suncoast Expressway, if it occurs, is still more
than a year away, and that 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 June 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 six months ended June 30, 2000.

     Cash used in operating activities for the six months ended June
30, 2000 was $357,000 compared to $151,000 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 $15,000 was for repayment of a
note payable to Love Investment Company.

                                 12


<PAGE>
<PAGE>

                   PGI INCORPORATED AND SUBSIDIARIES

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

Analysis of Financial Condition

     Assets totaled $2.0 million at June 30, 2000 compared to $2.4
million at December 31, 1999, reflecting the following changes:

<TABLE>
<CAPTION>
                                                       June 30,    December 31,      Increase
                                                         2000          1999         (Decrease)
                                                         ----          ----         ----------

                                                                 ($ in thousands)
<S>                                                    <C>           <C>              <C>
     Cash and cash equivalents                         $    30       $    28          $   2
     Restricted cash                                       981         1,441           (460)
     Receivables                                            42            43             (1)
     Land and improvement inventories                      769           763              6
     Other assets                                          171           166              5
                                                       -------       -------          -----
                                                       $ 1,993       $ 2,441          $(448)
                                                       =======       =======          =====
</TABLE>

     Liabilities were $27.4 million at June 30, 2000 compared to $26.8
million at December 31, 1999 reflecting the following changes among
categories:

<TABLE>
<CAPTION>
                                                       June 30,    December 31,      Increase
                                                         2000          1999         (Decrease)
                                                         ----          ----         ----------

                                                                 ($ in thousands)
<S>                                                    <C>           <C>              <C>
     Accounts payable & accrued expenses               $   221       $   553          $(332)
     Accrued real estate taxes                             738           703             35
     Accrued interest                                   14,016        13,095            921
     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              -
                                                       -------       -------          -----
                                                       $27,432       $26,823          $ 609
                                                       =======       =======          =====
</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:

                                                         June 30, 2000
                                                         -------------

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

                                                         ($ in thousands)

     Subordinated debentures due
         June 1, 1991                                  $1,034       $  718
     Subordinated debentures due
         May 1, 1992                                    8,025        6,319
                                                       ------       ------
                                                       $9,059       $7,037
                                                       ======       ======

     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.  A motion has been filed to
recover permissible expenses incurred in litigating the case.  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.

        (c)  No report on Form 8 - K was filed during the quarter ended
             June 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: August 9, 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