SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                               (Amendment No. 1)

                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1999

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-20743

                             OPEN PLAN SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Virginia                                                54-1515256
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

4299 Carolina Avenue, Building C                                     23222
       Richmond, Virginia                                          (Zip Code)
(Address of Principal Executive Offices)

                                 (804) 228-5600
              (Registrant's Telephone Number, Including Area Code)

           Securities registered under Section 12(b) of the Act: None.

              Securities registered under Section 12(g) of the Act:

                           Common Stock, no par value

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such 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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     Based on the closing  sales  price for the Common  Stock as reported by the
Nasdaq Stock Market on March 16, 2000 the  aggregate  market value of the Common
Stock held by non-affiliates of the registrant was $7,188,216.

     The number of shares of Common Stock  outstanding  as of March 16, 2000 was
4,402,891.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Company's  definitive  Proxy  Statement for its 2000 Annual
Meeting of  Shareholders  (to be filed) are  incorporated by reference into Part
III of this Form 10-K.
<PAGE>
                                     PART IV


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)  Financial  statements,   financial  statement  schedules  and  reports
          included in this Annual Report on Form 10-K

(1)      Financial Statements

         The response to this portion of Item 14 is submitted as a separate
         section of this report.

(2)      Financial Statement Schedules

         The following schedule,for each of the three years in the period ending
         December 31, 1999, is included beginning on the page indicated in this
         Annual Report on Form 10-K:
                                                                       Page:
            Schedule II - Valuation and Qualifying Accounts             36

              Schedules  other than that listed above have been omitted because
              such schedules are not required or are not applicable.

(3)      The exhibits that are required to be filed or incorporated by reference
         herein are as follows:
<TABLE>
<CAPTION>
                      Exhibit No.                             Document
<S>                        <C>      <C>

                           3(i)     Amended and Restated Articles of Incorporation,  incorporated by reference to Exhibit 3(i)
                                    of the Registrant's Form SB-2 Registration Statement, as amended, File No. 333-3188.
                           3(ii)    Amended and Restated  Bylaws. *
                           4        Form  of  Stock  Certificate,  incorporated  by  reference  to  Exhibit  4 of  the
                                    Registrant's Form SB-2 Registration Statement, as amended, File No. 333-3188.
                           10.1     Open Plan Systems,  Inc. 1996 Stock  Incentive  Plan, as amended,  incorporated by
                                    reference to Exhibit 4.4 of the  Registrant's  Form S-8 Registration  Statement,  File No.
                                    333-15217.
                           10.2     Open Plan Systems,  Inc. 1996 Stock Option Plan For  Non-Employee  Directors,  as amended,
                                    incorporated  by  reference  to  Exhibit  4.4 of the  Registrant's  Form S-8  Registration
                                    Statement, File No. 333-15219.
                           10.3     Buy-Sell  Agreement,  dated May 15, 1996,  between the Registrant and Gregory P. Campbell,
                                    incorporated  by  reference  to Exhibit 10.8 of the  Registrant's  Form SB-2  Registration
                                    Statement, as amended, File No. 333-3188.
                           10.4     Tax Sharing  Agreement,  dated May 1, 1996, between the Registrant and each of the
                                    shareholders named therein,  incorporated by reference to Exhibit 10.9 of the Registrant's
                                    Form SB-2 Registration Statement, as amended, File No. 333-3188.
                           10.5     Form of Employee  Non-Qualified Stock Option Agreement,  incorporated by reference
                                    to Exhibit 10.10 of the Registrant's Form 10-KSB filed March 27, 1997 File No. 0-20743.
                           10.6     Form of Non-Employee Director Non-Qualified Stock Option Agreement, incorporated by reference to
                                    Exhibit 10.11 of the Registrant's Form 10-KSB filed March 27, 1997, File No. 0-20743.
                           10.7     Stock Purchase Agreement, dated as of August 31, 1999, by and between Stan A. Fischer, the
                                    Registrant and A.G. Bertozzi, J. Cullather, J. Wesley Hall, Anthony F. Markel, Gary L. Markel,
                                    Robert F. Mizell, E.W. Mugford and Troy A. Peery, Jr., incorporated by reference to Exhibit 99.2
                                    of the Registrant's Form 8-K filed September 30, 1999, File No. 0-20743.
                           10.8     Stock Redemption and Sale  Agreement, made effective as August 31, 1999, by and between the
                                    Registrant and Thomas H. Corson, William F. Crabtree, John L. Hobey, Charles Kaufmann and W.
                                    Sydnor Settle, incorporated by reference to Exhibit 99.3 of the Registrant's Form 8-K filed
                                    September 30, 1999, File No. 0-20743.
                           10.9     Stock Purchase  Agreement, dated September 24, 1996, between the Registrant, Immaculate Eagle,
                                    Inc., Paul A. Covert, Todd A. Thomann and Siimon, Inc., incorporated by reference to Exhibit 2.1
                                    of the Registrant's Form 8-K filed October 16, 1996, File No. 0-20743.
                           10.10    Loan and Security Agreement, dated December 1998, by and between Fleet Bank, N.A. and the
                                    Registrant and TFM, incorporated by reference to Exhibit 10.11 of the Registrant's Form 10-KSB
                                    filed April 1, 1999, File 0-20743.
                           10.11    Management and Consulting  Agreement, dated June 17, 1998,  between the Registrant and Great
                                    Lakes Capital, incorporated by reference to Exhibit 10.17 of the Registrant's Form 10-Q filed
                                    August 14, 1999, File No. 0-20743.
                           10.12    Registration Rights Agreement, dated June 17, 1998, between the Registrant and Great Lakes
                                    Capital, LLC incorporated by reference to Exhibit 10.20 of the Registrant's Form 10-Q filed
                                    August 14, 1999, File No. 0-20743.
                           10.13    Voting and Standstill Agreement between, dated June 17, 1998, the Registrant and Great Lakes
                                    Capital, incorporated by reference to Exhibit 10.19 of the Registrant's Form 10-Q filed August
                                    14, 1999, File No. 0-20743.
                           10.14    Commercial Lease Contract, dated May 1, 1998, between Liberty Property Limited Partnership and
                                    the Registrant. *
                           10.15    Commercial Lease Contract, dated September 18, 1998, between Quality Dairy Company and the
                                    Registrant. *
                           11       Statement re: Computation of Earnings Per Share.
                           21       Subsidiaries of the Registrant. *
                           23       Consent of Ernst & Young LLP.
                           27       Financial Data Schedule.   (filed electronically only)

</TABLE>
         ________
         *  Filed herewith

         (b)      Reports on Form 8-K.

               On December 22, 1999,  the  Registrant  filed a Current Report on
          Form 8-K, dated December 7, 1999, reporting under Items 5 and 7(c) the
          issuance  of a press  release in which the  Registrant  announced  the
          results   of  an   arbitration   proceeding   concerning   the  former
          shareholders of TFM, a company acquired in 1996 by the Registrant. The
          arbitration  proceeding  determined that these former shareholders had
          breached their warranties, awarded the Registrant $120,000 and awarded
          reasonable  and  necessary  legal fees and  expenses to the former TFM
          shareholders.
<PAGE>

(c)      Exhibits

          The  response to this  portion of Item 14 is  submitted  as a separate
          section of this report.

(d)      Financial Statement Schedules

          The  response to this  portion of Item 14 is  submitted  as a separate
          section of this report.


<PAGE>

                                                              SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                         OPEN PLAN SYSTEMS, INC.


                                                         By:/s/ John L. Hobey
                                                             John L. Hobey
May 15, 2000                                           Chief Executive Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>

                 Signature                                 Title                          Date
<S>        <C>                                <C>                                          <C>
               /s/ John L. Hebey              Chief Executive Officer                      May 15, 2000
                John L. Hobey

          /s/ William F. Crabtree             Chief Financial Officer (principal           May 15, 2000
            William F. Crabtree                financial officer)

             /s/ Neil F. Suffa                Corporate Controller and Secretary           May 15, 2000
               Neil F. Suffa                   (principal accounting officer)

           /s/ Troy A. Peery                  Director                                     May 15, 2000
            Troy A. Peery, Jr.

           /s/ Anthony F. Markel              Director                                     May 15, 2000
             Anthony F. Markel

       /s/ Theodore L. Chandler, Jr.          Director                                     May 15, 2000
         Theodore L. Chandler, Jr.

          /s/ Robert F. Mizell                Director                                     May 15, 2000
             Robert F. Mizell

         /s/ W. Sydnor Settle                 Director                                     May 15, 2000
             W. Sydnor Settle

           /s/ Edwin W. Mugford               Director                                     May 15, 2000
             Edwin W. Mugford

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

Exhibit No.                                 Document
<S>      <C>      <C>

         3(i)     Amended  and  Restated  Articles  of  Incorporation,  incorporated  by  reference  to  Exhibit  3(i)  of the
                  Registrant's Form SB-2 Registration Statement, as amended, File No. 333-3188.
         3(ii)    Amended and Restated Bylaws *
         4        Form of Stock  Certificate,  incorporated by reference to Exhibit 4 of the Registrant's  Form SB-2
                  Registration Statement, as amended, File No. 333-3188.
         10.1     Open Plan  Systems,  Inc.  1996 Stock  Incentive  Plan,  as amended,  incorporated  by reference to
                  Exhibit 4.4 of the Registrant's Form S-8 Registration Statement, File No. 333-15217.
         10.2     Open Plan Systems,  Inc. 1996 Stock Option Plan For  Non-Employee  Directors,  as amended,  incorporated  by
                  reference to Exhibit 4.4 of the Registrant's Form S-8 Registration Statement, File No. 333-15219.
         10.3     Buy-Sell  Agreement,  dated May 15, 1996,  between the Registrant and Gregory P. Campbell,  incorporated  by
                  reference  to Exhibit  10.8 of the  Registrant's  Form SB-2  Registration  Statement,  as amended,  File No.
                  333-3188.
         10.4     Tax Sharing  Agreement,  dated May 1, 1996,  between the  Registrant  and each of the  shareholders
                  named  therein,  incorporated  by  reference  to Exhibit  10.9 of the  Registrant's  Form SB-2  Registration
                  Statement, as amended, File No. 333-3188.
         10.5     Form of Employee  Non-Qualified Stock Option Agreement,  incorporated by reference to Exhibit 10.10
                  of the Registrant's Form 10-KSB filed March 27, 1997 File No. 0-20743.
         10.6     Form of Non-Employee Director Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.11 of
                  the Registrant's Form 10-KSB filed March 27, 1997, File No. 0-20743.
         10.7     Stock Purchase Agreement, dated as of August 31, 1999, by and between Stan A. Fischer,  the Registrant and A.G.
                  Bertozzi, J. Cullather, J. Wesley Hall, Anthony F. Markel, Gary L. Markel, Robert F. Mizell, E.W. Mugford and Troy
                  A. Peery, Jr., incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-K filed September 30, 1999,
                  File No. 0-20743.
         10.8     Stock Redemption and Sale Agreement, made effective as August 31, 1999, by and between the Registrant and Thomas H
                  Corson, William F. Crabtree, John L. Hobey, Charles Kaufmann and W. Sydnor Settle, incorporated by reference to
                  Exhibit 99.3 of the Registrant's Form 8-K filed September 30, 1999, File No. 0-20743.
         10.9     Stock Purchase Agreement, dated September 24, 1996, between the Registrant, Immaculate Eagle, Inc.,Paul A. Covert,
                  Todd A. Thomann and Siimon, Inc., incorporated by reference to Exhibit 2.1 of the Registrant's  Form 8-K filed
                  October 16, 1996, File No. 0-20743.
         10.10    Loan and Security Agreement, dated December 1998, by and between Fleet Bank, N.A. and the Regisrant and TFM,
                  incorporated by reference to Exhibit 10.11 of the Registrant's Form 10-KSB filed April 1, 1999, File 0-20743.
         10.11    Management and Consulting Agreement, dated June 17, 1998,  between the Registrant and Great Lakes Capital,
                  incorporated by reference to Exhibit 10.17 of the Registrant's Form 10-Q filed August 14, 1999, File No. 0-20743.
         10.12    Registration Rights Agreement, dated June 17, 1998, between the Registrant and Great Lakes Capital, LLC,
                  incorporated by reference to Exhibit 10.20 of the Registrant's Form 10-Q filed August 14, 1999, File No. 0-20743.
         10.13    Voting and Standstill Agreement dated June 17, 1998, between the Registrant and Great Lakes Capital, LLC,
                  incorporated by reference to Exhibit 10.19 of the Registrant's Form 10-Q filed August 14, 1999, File No. 0-20743.
         10.14    Commercial Lease Contract, dated May 1, 1998, between Liberty Property Limited Partnership and the Registrant.*
         10.15    Commercial Lease Contract, dated September 18, 1998, between Quality Dairy Company and the Registrant *
         11       Statement re: Computation of Earnings Per Share.
         21       Subsidiaries of the Registrant. *
         23       Consent of Ernst & Young LLP.
         27       Financial Data Schedule    (filed electronically only)

</TABLE>
* Filed herewith