<PAGE> 1
           The undersigned, Laurence A. Schiffer, hereby certifies that
set forth below is a true, accurate, correct and complete copy of the Articles
of Incorporation of PGI Incorporated, as amended through December 22, 1997
(except for the Certificate of the Designation, Powers, Preferences and
Relative Rights and the Qualifications, Limitations or Restrictions thereof
which have not been set forth in the Articles of Incorporation as amended, of
the Class A Cumulative Preferred Stock, effective as of March 24, 1987 (filed
as Exhibit 3.2 to the Registrant's Form 10-K Annual Report for the year ended
December 31, 1986)), and that there have been no other amendments thereto
through the date hereof and that such Articles of Incorporation as amended
remain in full force and effect on and as of the date hereof.


                                    /s/ Laurence A. Schiffer
                                    ------------------------------------------
                                    Laurence A. Schiffer, Secretary,
                                    PGI Incorporated

August 14, 1998

                           ARTICLES OF INCORPORATION
                                    OF
                              PGI INCORPORATED

                             AS AMENDED THROUGH
                              DECEMBER 22, 1997


                                  ARTICLE I
                                  ---------

      The name of this corporation shall be:  PGI Incorporated.


                                  ARTICLE II
                                  ----------

      The general nature of the business to be transacted shall be:

            (a)   To acquire, by purchase or in any other manner, own, hold,
                  maintain, work, develop, sell, convey, lease, mortgage,
                  exchange, improve and in any other manner to deal in and with
                  property, real, personal and mixed, tangible and intangible,
                  of every kind, nature and description wherever located, and
                  any interest or right therein of any kind, nature or
                  description.

            (b)   To engage in the business of a holding company and to acquire
                  by purchase or in any other manner any mercantile, commercial
                  or other business, trade or enterprise, and any interest
                  therein, to enter into and engage in any such business, trade
                  or enterprise, and to do all things appropriate thereto.

            (c)   To engage in the general contracting, construction, and
                  manufacturing business for the construction and manufacture of
                  any and all types of buildings, structures and products of
                  every kind, nature and description, and to buy, sell,
                  manufacture, trade in and otherwise deal with any and all
                  types of buildings, structures and products.

            (d)   To do any and all of the above activities, directly or
                  indirectly, alone or in combination with others, through
                  participation in partnerships, joint ventures, trusts or any
                  other form of business entity, as principal or as agent or
                  broker for others.

            (e)   To carry on any business, occupation, undertaking or
                  enterprise and to exercise any power of authority which may
                  be done by a private corporation organized and existing under
                  and by virtue of Chapter 608, Florida Statute, 1967, and it
                  being the intention that this corporation may conduct and
                  transact any business lawfully authorized and not prohibited
                  by Chapter 608, Florida Statute, 1967.


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                                  ARTICLE III
                                  -----------

      The maximum number of shares of capital stock which this corporation is
authorized to issue or to have outstanding at any time shall be Thirty
Million (30,000,000) shares of which Twenty Five Million (25,000,000) shares
shall be common stock of $.10 par value, and Five Million (5,000,000) shares
shall be preferred stock of $1.00 par value.

      Each holder of common stock shall have one vote for each share of stock
held.  At all elections of directors of the corporation each holder of stock
possessing voting power shall have the right to vote, in person or by proxy,
the number of shares owned by him for as many persons as there are directors
to be elected and for whose election he has a right to vote, but shall not
have the right to cumulate such votes.

      The whole or any part of the capital stock of this corporation shall be
payable in lawful money of the United States of America, property, or
services at a valuation to be fixed by the directors of the corporation,
provided, however, that such valuation be at least equivalent to the full par
value of the stock so to be issued.

      No holder of shares of any class of stock of this corporation shall
have any preemptive or preferential right to subscribe for, purchase, or
otherwise acquire or receive any shares of any class of stock hereafter
issued by this corporation, whether now or hereafter authorized, or any
shares of any class of stock of this corporation now or hereafter acquired
and held by this corporation as treasury stock and subsequently reissued and
sold or otherwise disposed of, or any bonds, certificates of indebtedness,
notes, or any other securities convertible into or exchangeable for, or any
warrants or rights to purchase or otherwise acquire, any shares of any class
of stock of this corporation, whether now or hereafter authorized.

      The preferred stock may be issued from time to time in one or more
series, upon resolution or resolutions providing for such series adopted by
the Board of Directors, with such distinctive designations as shall be stated
in such resolution or resolutions.  The resolution or resolutions providing
for the issue of shares of a particular series shall fix, subject to
applicable laws and provisions of this Article III, the designation, rights,
preferences and limitations of the shares of each such series.  The authority
of the Board of Directors with respect to each series shall include, but not
be limited to, determination of the following:

      (a)   the number of the shares constituting such series, including the
            authority to increase or decrease such number, and the
            distinctive designation of such series;

      (b)   the dividend rate of the shares of such series, whether the
            dividends shall be cumulative and, if so, the date from which
            they shall be cumulative, and the relative rights of priority,
            if any, of payment of dividends on shares of such series;

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      (c)   the right, if any, of the corporation to redeem shares of such
            series and the terms and conditions of such redemption
            including the redemption price;

      (d)   the rights of shares in case of a voluntary or involuntary
            liquidation, dissolution or winding up of the corporation, and
            the relative rights of priority, if any, of payment of shares
            of such series;

      (e)   the voting rights, if any, for such series and the terms and
            conditions under which such voting rights may be exercised;

      (f)   the obligation, if any, of the corporation to retire shares of such
            series pursuant to a retirement or sinking fund or fund of a
            similar nature and the terms and conditions of such obligation;

      (g)   the terms and conditions, if any, upon which shares of such series
            shall be convertible into or exchangeable for shares of stock
            of any other class or classes or of any other series of
            preferred stock, including the price or prices or the rate or
            rates of conversion or exchange and the terms of adjustment, if
            any; and

      (g)   any other rights, preferences or limitations of the shares of such
            series as may be permitted by law.


                                  ARTICLE IV
                                  ----------

      The amount of capital with which this corporation will begin business
will be not less than Five Hundred Dollars ($500.00).


                                  ARTICLE V
                                  ---------

      This Corporation is to have perpetual existence.


                                  ARTICLE VI
                                  ----------

      The principal office of the corporation shall be at 1796 West Marion
Avenue, Punta Gorda, Florida.

                                  ARTICLE VII
                                  -----------

      The Board of Directors of the corporation shall be comprised of eight
(8) members, all of whom shall be elected annually.  The number of directors
may be increased or decreased from time to time in the manner provided in the
By-Laws.  Whenever any vacancy on the Board of

                                    -3-
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Directors shall occur due to death, resignation, retirement, removal,
increase in the number of directors or otherwise, a majority of directors in
office, although less than a majority of the entire Board, may fill the
vacancy or vacancies for the balance of the unexpired term or terms, at which
time a successor or successors shall be duly elected by the shareholders and
shall qualify.


                                  ARTICLE VIII
                                  ------------

      The names and post office addresses of the first Board of Directors,
who, subject to the provisions of the Certificate of Incorporation, the
by-laws and the corporation laws of the State of Florida, shall hold office for
the first year of the corporation's existence, or until their successors are
elected and have qualified, are as follows:

            NAME                                ADDRESS

            Wilber H. Cole                      6021 Maynada Street
                                                Coral Gables, Florida

            Mark Marks                          1905 N. E. 124th Street
                                                North Miami, Florida

            Beatrice M. Marks                   1905 N. E. 124th Street
                                                North Miami, Florida


                                  ARTICLE IX
                                  ----------

      The names and post office addresses of each subscriber to the
Certificate of Incorporation and the number of shares that each agree to take
are as follows, to-wit:

      NAME                    ADDRESS                       SHARES

      Wilber H. Cole          6021 Maynada Street           667 Common -
                              Coral Gables, Florida         No par $167.00

      Mark Marks              1905 N. E. 124th Street       667 Common -
                              North Miami, Florida          No par $167.00

      Beatrice M. Marks       1905 N. E. 124th Street       666 Common -
                              North Miami, Florida          No par $167.00


      The proceeds of the stock subscribed for will be at least as much as
the amount necessary to begin business.

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                                  ARTICLE X
                                  ---------

      No shareholder shall have a pre-emptive right to purchase any new or
additional shares of the corporation, whenever issued by the corporation,
whether sold for cash or issued for other consideration, and whether of the
same kind, class or series which the shareholder already holds.


                                  ARTICLE XI
                                  ----------

      The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.


                                    -5-