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                                                                  Exhibit 31.2

                                RULE 13a - 14(a)
                                 CERTIFICATION
                                 -------------

I, Laurence A. Schiffer, certify that;

1.  I have reviewed this quarterly report on Form 10-QSB of PGI Incorporated;

2.  Based on my knowledge, this report does not contain any untrue statement
    of a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this
    report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the small business issuer as of, and for, the periods presented in this
    report;

4.  The small business issuer's other certifying officers and I are
    responsible for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
    the small business issuer and have:

    a)  designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the small
        business issuer, including its consolidated subsidiaries, is made
        known to us by others within those entities, particularly during the
        period in which this report is being prepared;

    b)  [reserved for future use;]

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

    d)  disclosed in this report any change in the small business issuer's
        internal control over financial reporting that occurred during the
        small business issuer's most recent fiscal quarter that has materially
        affected, or is reasonably likely to materially affect, the small
        business issuer's internal control over financial reporting; and

5.  The small business issuer's other certifying officers and I have
    disclosed, based on our most recent evaluation of internal control over
    financial reporting, to the small business issuer's auditors and the audit
    committee of the small business issuer's board of directors (or persons
    performing the equivalent functions):

    a)  all significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the small business issuer's
        ability to record, process, summarize and report financial
        information; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the small business issuer's
        internal control over financial reporting.

/s/ Laurence A. Schiffer                                          May 15, 2007
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Laurence A. Schiffer
Principal Financial Officer