--------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


           [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2001

          [ ] 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: 0-20743


                             OPEN PLAN SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


                Virginia                                  54-1515256
    (State or other jurisdiction of            (IRS Employer Identification No.)
     incorporation or organization)

         4299 Carolina Avenue,                               23222
     Building C, Richmond, Virginia                       (Zip Code)
(Address of principal executive office)

                                 (804) 228-5600
                        (Telephone number of registrant)


        Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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   .
                                                ---    ---

        As of the close of business on October 22, 2001, Open Plan Systems, Inc.
had 4,337,391 shares of Common Stock, no par value, outstanding.

--------------------------------------------------------------------------------


<PAGE>


                             OPEN PLAN SYSTEMS, INC.

                                Table of Contents

<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION                                                       Page
------------------------------                                                       ----
<S>                                                                                   <C>
Item 1.    Financial Statements

           Consolidated Balance Sheets - September 30, 2001 (unaudited)                1
               and December 31, 2000

           Consolidated Statements of Operations - Three and nine months               2
               ended September 30, 2001  and 2000 (unaudited)

           Consolidated Statements of Cash Flows - Nine months                         3
               ended September 30, 2001 and 2000 (unaudited)

           Notes to Consolidated Financial Statements - September 30, 2001             4
           (unaudited)

Item 2.    Management's Discussion and Analysis of                                    10
           Financial Condition and Results of Operations

Item 3.    Quantitative and Qualitative Disclosures about Market Risk                 18


PART II. OTHER INFORMATION
--------------------------

Item 1.    Legal Proceedings                                                          19

Item 2.    Changes in Securities and Use of Proceeds                                  19

Item 3.    Defaults Upon Senior Securities                                            19

Item 4.    Submission of Matters to a Vote of                                         19
               Security Holders

Item 5.    Other Information                                                          20

Item 6.    Exhibits and Reports on Form 8-K                                           20


SIGNATURES
----------

</TABLE>


<PAGE>

                             OPEN PLAN SYSTEMS, INC.
                                     PART I
                              FINANCIAL INFORMATION
                          Item 1: Financial Statements
                           Consolidated Balance Sheets
                             (amounts in thousands)
<TABLE>
<CAPTION>
                                                                     September 30,     December 31,
                                                                         2001              2000
                                                                    -------------------------------
<S>                                                                 <C>                <C>
ASSETS                                                               (unaudited)
Current assets:
    Cash and cash equivalents                                       $        106       $        244
    Cash and cash equivalents externally restricted under
       bond indenture agreement                                                -              2,190
    Accounts receivable, net                                               5,261              7,834
    Inventories                                                            2,996              6,278
    Assets held for sale                                                     483                  -
    Prepaids and other                                                       653                458
                                                                    -------------------------------
TOTAL CURRENT ASSETS                                                       9,499             17,004

Property and equipment, net                                                1,075              2,393
Goodwill, net                                                                  -              3,664
Other                                                                         91                271
                                                                    -------------------------------
TOTAL ASSETS                                                        $     10,665       $     23,332
                                                                    ===============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                               $         95       $      2,595
    Revolving line of credit                                               4,085              3,366
    Trade accounts payable                                                 3,451              3,709
    Restructuring liabilities                                                373                  -
    Accrued compensation and related costs                                   252              1,121
    Other liabilities                                                        857                631
    Customer deposits                                                        529                860
                                                                    -------------------------------
TOTAL CURRENT LIABILITIES                                                  9,642             12,282

Long-term debt                                                               157                227
Other long-term liabilities                                                    -                 20
                                                                    -------------------------------
TOTAL LIABILITIES                                                          9,799             12,529

Shareholders' equity:
    Common stock, no par value:
        Authorized shares - 50,000
        Issued and outstanding shares - 4,337 at 9/30/01                  18,537             18,561
                                      - 4,352 at 12/31/00
    Additional capital                                                       137                137
    Accumulated deficit                                                  (17,768)            (7,840)
    Accumulated other comprehensive income                                     -                  4
    Notes receivable from employees for sale of stock                        (40)               (59)
                                                                    -------------------------------
TOTAL SHAREHOLDERS' EQUITY                                                   866             10,803
                                                                    -------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $     10,665       $     23,332
                                                                    ===============================
</TABLE>

See accompanying notes.


                                       1
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

                Consolidated Statements of Operations (Unaudited)
                  (amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                  Three months ended                 Nine months ended
                                                     September 30,                      September 30,
                                                2001              2000             2001              2000
<S>                                         <C>               <C>              <C>               <C>
Net sales                                   $      7,663      $     10,398     $     25,665      $     30,190
Cost of sales                                      5,398             7,385           20,961            21,493
                                            ------------------------------     ------------------------------
Gross profit                                       2,265             3,013            4,704             8,697


Operating expenses:
   Amortization of intangibles                         -                68              114               205
   Selling and marketing                           1,281             2,042            5,920             5,984
   General and administrative                        671               579            2,957             2,060
   Operational restructuring                         824                 -            5,549                 -
   Arbitration cost                                    -                 -                -               142
                                            ------------------------------     ------------------------------
                                                   2,776             2,689           14,540             8,391


                                            ------------------------------     ------------------------------
Operating (loss) income                             (511)              324           (9,836)              306


Other (income) expense:
   Interest expense                                  106               118              362               356
   Gain on disposal of fixed assets                    -                 -             (260)              (12)
   Other, net                                         (3)                4              (10)               (2)

                                                     103               122               92               342

                                            ------------------------------     ------------------------------
(Loss) income before income taxes                   (614)              202           (9,928)              (36)


Income taxes                                           -                82                -               (13)
                                            ------------------------------     ------------------------------
Net (loss) income                           $       (614)     $        120     $     (9,928)     $        (23)
                                            ==============================     ==============================


Basic and diluted loss per common share     $       (.14)     $        .03     $      (2.29)     $       (.01)
Diluted weighted average common shares
outstanding                                        4,337             4,401            4,338             4,402
                                            ==============================     ==============================

</TABLE>


See accompanying notes.


                                       2
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

                Consolidated Statements of Cash Flows (Unaudited)
                             (amounts in thousands)
<TABLE>
<CAPTION>
                                                                          Nine months ended
                                                                             September 30,
                                                                        2001               2000
                                                                    -------------------------------
<S>                                                                 <C>                <C>
Operating activities
Net loss                                                            $     (9,928)      $        (23)
Adjustments to reconcile net loss to net cash used in
    operating activities:
    Provision for losses on receivables                                       30                219
    Depreciation and amortization                                            728                881
    Operational restructuring                                              5,549                  -
    Write-down of inventory                                                1,722                  -
    (Gain) loss on sale of property and equipment                           (260)                 5
    Deferred income taxes                                                      -                  6
    Changes in operating assets and liabilities:
        Accounts receivable                                                1,981                313
        Inventories                                                        1,434               (868)
        Prepaids and other                                                  (532)              (188)
        Trade accounts payable                                                64               (891)
        Customer deposits                                                   (186)               353
        Accrued and other liabilities                                       (838)              (499)
                                                                    -------------------------------
Net cash used in operating activities                                       (236)              (692)

Investing activities
Decrease (increase)  in cash and cash equivalents externally
    restricted under bond indenture agreement                              2,190             (2,445)
Proceeds from sale of property and equipment                                 300                  -
Purchases of property and equipment, including construction
    in progress                                                             (517)              (731)
                                                                    -------------------------------
Net cash provided by (used in) investing activities                        1,973             (3,176)

Financing activities
Net borrowings on revolving line of credit                                   719              1,527
Proceeds from borrowing on long-term debt                                      -              2,500
Purchase of common stock                                                     (24)               (22)
Principal payments on long-term debt and capital lease
    obligations                                                           (2,570)               (52)
                                                                    -------------------------------
Net cash (used in) provided by financing activities                       (1,875)             3,953
                                                                    -------------------------------
Change in cash and cash equivalents                                         (138)                85

Cash and cash equivalents at beginning of period                             244                 13
                                                                    -------------------------------
Cash and cash equivalents at end of period                          $        106       $         98
                                                                    ===============================

Supplemental disclosures
Interest paid                                                       $        362       $        356
                                                                    ===============================
Income taxes paid                                                   $         79       $         58
                                                                    ===============================
</TABLE>


See accompanying notes


                                       3
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 2001

1. Principles of Presentation

         The accompanying  unaudited  consolidated  financial statements of Open
Plan  Systems,  Inc.  (the  Company)  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete financial statements.  All significant intercompany balances
and transactions are eliminated in consolidation.  In the opinion of management,
the  September  30,  2001  financial   statements  reflect  all  known  material
adjustments of a normal recurring nature and restructuring adjustments which the
Company considers  necessary for a fair presentation (see following  paragraph).
The results for the quarter and nine month period ended  September  30, 2001 are
not  necessarily  indicative  of the results that may be achieved for the entire
year ending  December  31,  2001 or for any other  interim  period.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included in the  Company's  Form 10-K for the year ended  December  31,
2000.

         The Company's financial  statements for the quarter ended September 30,
2001 do not include  the results of  operations  of the  Company's  consolidated
Mexican  subsidiaries.  The Company has requested that its Mexican joint venture
partner  produce   financial   information  on  the  operation  of  the  Mexican
subsidiaries  for the third quarter 2001,  but to date no such  information  has
been  received  by the  Company.  The  Company  has been  unable to obtain  such
financial  information  on its own as a result of certain  actions  taken by the
Company's  Mexican joint venture partner that has prevented the Company's access
to the books and  records of the  subsidiaries.  In  response,  the  Company has
initiated  certain legal  proceedings in Mexico seeking to obtain such financial
information and to gain access to the subsidiaries'  books and records.  At such
time as the  Company  obtains  access  to such  books  and  records  or  obtains
financial  information  from the joint venture partner which it can verify as to
accuracy and adequacy, the Company will, if necessary, file an amendment to this
Form 10-Q to provide  consolidated  financial results for the third quarter 2001
that includes the Company's  interest in the Mexican  subsidiaries.  The Company
continues to evaluate its options with respect to the joint venture  arrangement
and the future of the Mexican  subsidiaries,  including  a possible  sale of the
Company's  interest in the joint venture or a  dissolution  of the joint venture
and liquidation of the Mexican subsidiaries.

         During the fourth  quarter of the year ended  December  31,  2000,  the
Company  recorded  significant  fourth quarter  adjustments  (see Note 13 to the
Company's  Form  10-K for the year  ended  December  31,  2000).  As more  fully
described in that note, these adjustments were recorded in the fourth quarter of
2000, as the Company  could not  determine  the amount of charges  applicable to
proceeding interim periods. Therefore, information presented for the quarter and
nine months ended September 30, 2000 reflects  amounts



                                       4
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 2001

previously  reported and may contain  balances that were not adjusted  until the
fourth quarter of 2000.

2. Operational Restructuring

         On  June  20,  2001,  the  Company  began  the   implementation   of  a
restructuring plan that closed its remanufacturing facility in Lansing, Michigan
and consolidated  remanufacturing operations in Richmond,  Virginia; closed five
under performing sales offices located in Cincinnati,  Indianapolis,  Nashville,
Lansing and Boston;  reduced the size of sales offices in Philadelphia,  Atlanta
and Washington,  D.C.; and restructured  back office operations at the Company's
headquarters in Richmond, Virginia. This plan returns the Company's focus to the
remanufacturing  of Herman  Miller  products  and  discontinues  the Haworth and
Steelcase  product  lines.  In  the  second  quarter,  the  Company  recorded  a
restructuring  charge of  approximately  $4.7 million which included an estimate
for the disposal of the existing leased  manufacturing  facility in Michigan and
related  assets,  as well as the new facility that was under  construction.  The
largest  component  of the charge was  $3,580,000  related to the  write-off  of
remaining  goodwill  associated with the purchase of the Michigan  operations in
1996.  Other  significant  components  of  the  operational  restructuring  were
estimated  losses of $404,000 related to the disposal of property and equipment,
$105,000 for severance  costs,  $125,000  related to expected  costs under lease
arrangements,  $119,000 for shortening the amortization  period of debt issuance
costs  related to  Industrial  Revenue  Bond  proceeds  associated  with the new
facility  under   construction   to  be  repaid  as  part  of  the   operational
restructuring,   and  $156,000  for   professional   fees  associated  with  the
restructuring  plan.  In  connection  with this  plan,  the  Company  terminated
approximately 65 personnel, primarily sales personnel in offices being closed or
personnel associated with the remanufacturing facility in Michigan. Prior to the
end of the second quarter, most of the affected employees had been terminated.

         During  the  third  quarter,   the  Company   disposed  of  the  leased
remanufacturing  facility in Michigan and the related assets,  and completed the
sale of its remanufacturing facility under construction in Lansing, Michigan. As
a  result  of  the  sale,  the  Company   incurred  an  additional   $91,000  of
restructuring expenses. These expenses primarily consisted of interest and legal
fees due to the contractor in accordance with the  construction  agreement,  and
customary  closing costs associated with the sale of the property.  In addition,
the  Company  repaid  bondholders  for  Industrial  Revenue  Bond  debt that was
incurred to build the new facility.

         Assuming the Company  obtains  ongoing  financing on viable terms,  the
Company will seek to achieve annual decreases in expenses of approximately  $3.5
million as a result of the restructuring.  The improvements are expected to come
in the way of  decreased  plant  manufacturing  expenses of  approximately  $1.8
million,   and  decreased   selling,   general  and   administrative   costs  of
approximately  $1.7 million.  The Company does expect to see a decrease in sales
due to the closing of under performing sales offices, but expects this



                                       5
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 2001

decrease to be offset by an increase in gross  margin as a result of the reduced
remanufacturing  expenses. The closed sales offices generated approximately $7.0
million in sales for the year ended  December 31, 2000, and  approximately  $3.0
million in sales for the 6 months ended June 30, 2001.

         Along  with  the  operational   restructuring,   the  Company  recorded
approximately $1.7 million for losses on inventory write-downs during the second
quarter,  which has been classified as a component of cost of goods sold.  These
losses relate to inventory sold in July 2001 associated with the existing leased
manufacturing  facility in Michigan,  and showroom  inventory  located at closed
sales offices.

         Due to the  Company's  expectation  that it will sell or liquidate  its
interest in the Mexican subsidiaries, the Company recorded restructuring expense
of $733,000 in the third quarter related to the Mexican operations.  This charge
included  $465,000  related to the write down of net  current  assets,  $168,000
related to the write-down of property and equipment and $100,000 in professional
fees  incurred or expected to be incurred in connection  with gaining  access to
financial  information about the Mexican subsidiaries and completing any sale or
liquidation of the Company's interest in the Mexican subsidiaries. The amount of
the  restructuring  charge  relating to the net current  assets and property and
equipment was determined based on information presently known by the Company and
is intended to be a complete  write off of such assets as of September 30, 2001.
Sales and operating income,  respectively,  for the Mexican operations were $2.0
million and $54,000 in the prior year,  and $1.4 million and  ($19,000)  for the
first six months of 2001.  Since  August,  the Company has taken steps to reduce
its' exposure for losses on the Mexican operations.

         The Company  anticipates  that the sale of any of the remaining  assets
and the lease  termination  costs  associated  with the Company's  restructuring
plans will extend  into the year 2002.  At  September  30,  2001,  approximately
$370,000  remains  accrued  in  other  liabilities  relating  to  the  Company's
restructuring and is expected to approximate the remaining costs to be incurred,
which are principally lease termination costs and professional fees.

3. Inventories

         Inventories  were in two main stages of completion and consisted of the
following (amounts in thousands):

                                                   September 30,    December 31,
                                                       2001             2000
                                                  ------------------------------
                                                   (Unaudited)

Components and fabric                             $      1,756      $      4,494
Jobs in process and finished goods                       1,240             1,784
                                                  ------------------------------
                                                  $      2,996      $      6,278
                                                  ==============================



                                       6
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 2001

4. Income Taxes

         The Company did not record any tax benefit associated with the net loss
for the quarter and nine months ended  September 30, 2001 due to the uncertainty
of the realization of potential benefits of future deductions.  The Company will
re-evaluate  the  realizability  of potential  net deferred tax assets in future
periods.

5. Indebtedness

         As of  December  31,  2000  the  Company  maintained  two  bank  credit
facilities  consisting  of a  letter  of  credit  facility  associated  with the
issuance of $2.5 million of Industrial Revenue Bonds to finance the construction
of a new  production  facility in  Lansing,  Michigan  and a  revolving  line of
credit.  At December  31,  2000,  the  revolving  line of credit  provided for a
maximum borrowing amount of $5,250,000 at variable interest rates. The letter of
credit facility and revolving line of credit agreements  required the Company to
meet various restrictive  covenants,  including a defined tangible net worth, an
interest  coverage ratio and certain other  covenants.  At December 31, 2000 and
thereafter,  the Company was not in  compliance  with  certain of the  covenants
contained  in the letter of credit  facility  and the  revolving  line of credit
agreements.  As a result of the covenant  violations as well as the  significant
net loss in fiscal year 2000,  the  Company's  auditors,  in its report filed as
part of the Form 10-K,  have  expressed  substantial  doubt as to the  Company's
ability to continue as a going concern. See "Forward Looking Statements" in Part
I, Item 2 below  and Note 1 to the  December  31,  2000  consolidated  financial
statements contained in the Form 10-K.

         In May 2001, the Company entered into a temporary forbearance agreement
with the bank in which the bank  agreed to waive its  existing  right to declare
defaults relating to the Company's failure to comply with certain loan covenants
through June 30, 2001. Thereafter,  on August 10, 2001, the Company and the bank
entered into a new short-term  forbearance agreement that expires on October 30,
2001.  The new  forbearance  agreement  provides that the bank will refrain from
exercising  any rights or remedies  based on existing  or  continuing  defaults,
including   accelerating  the  maturity  of  the  loans  under  the  two  credit
facilities,  until after the October 30,  2001  expiration  date.  Under the new
forbearance  agreement,  the line of credit was reduced from $4.65 million under
the May  forbearance  agreement  to  $4.25  million.  As of  October  22,  2001,
approximately  $4.1  million  was  outstanding  under  the  line of  credit.  In
addition,  the interest  rate on the line of credit was  increased to LIBOR plus
6.0%.  Finally,  the Company is required  to pay the bank a  forbearance  fee of
$50,000 upon the earlier of a refinancing of the Company's credit obligations to
the bank or October 30, 2001.  Pursuant to the forbearance  agreement,  the bank
reserves the right to declare a default and  accelerate  the loans under the two
facilities  after  October  30,  2001  if the  parties  have  not  entered  into
amendments  to  the  existing  loan  arrangements  or a  subsequent  forbearance
agreement.  The  Company  is  currently  engaged  in  discussions  regarding  an
extension of the forbearance agreement.



                                       7
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 2001



         In June 2000,  the Company  borrowed  $2.5  million  from the  Michigan
Strategic Fund following the issuance and sale by the Fund of certain Industrial
Revenue Bonds ("Industrial  Revenue Bonds") for construction of a new production
facility in Lansing,  Michigan.  The proceeds were placed into an escrow account
with the trustee for use in connection with the building of the facility. At the
same time, the Company  entered into a letter of credit  facility with a bank to
support  the  financing  on the  facility.  In  accordance  with  the  Company's
previously  announced  restructuring  plan, and based on the Company's  plans to
sell the  facility  under  construction,  on  September  20,  2001,  the Company
redeemed the Industrial  Revenue Bonds and paid off the outstanding debt of $2.4
million using in part the remaining  cash that was held in escrow.  As a result,
the letter of credit facility with the bank  terminated.  The bond indenture and
related agreements required the Company to meet certain  restrictive  covenants,
including  defined  tangible net worth,  an interest  coverage ratio and certain
other  covenants.  The Company was not in  compliance  at December  31, 2000 and
thereafter  with certain of the covenants,  and therefore this debt was included
in the current portion of long-term debt in the accompanying balance sheet as of
December 31, 2000.

         As of October 22, 2001, the Company has not completed  negotiation of a
permanent waiver of the Company's loan covenant  violations,  as well as revised
loan covenants  relating to the revolving line of credit.  Any agreement reached
with the bank could  result in new terms which are less  favorable  than current
terms under existing agreements and could involve a reduction in availability of
funds, an increase in interest rates and shorter maturities, among other things.
If the Company is not  successful  in securing an extension  of the  forbearance
agreement or permanent  waivers and loan  covenant  amendments,  it will need to
seek new financing  arrangements from other lenders.  Such alternative financing
arrangements   may  be   unavailable  to  the  Company  or  available  on  terms
substantially  less  favorable to the Company  than its existing  line of credit
facility.  If the  Company  is unable  to either  procure  an  extension  of the
forbearance  agreement,   permanent  covenant  violation  waivers  and  covenant
amendments  with respect to the existing  line of credit  facility or acceptable
alternative financing, such failures could have a material adverse effect on the
Company's  financial  condition and results of  operations.  No assurance can be
given that the Company will be able to obtain an  extension  of the  forbearance
agreement,  permanent  covenant  violation waivers and revised loan covenants or
refinance its existing obligations.

6. Repurchases of Common Stock

         In 2000, the Company's Board of Directors approved the repurchase of up
to 100,000 shares of the Company's Common Stock.  During the quarter ended March
31,  2001,  the  Company  repurchased  15,000  shares of its Common  Stock at an
aggregate cost of approximately $24,000.



                                       8
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 2001

7. Impact of Recently Issued Standards

         The Company  adopted the  provisions of Statement No. 133,  "Accounting
for  Derivative  Instruments  and Hedging  Activities,"  as  amended,  effective
January 1, 2001. The implementation of this new standard did not have a material
effect  on  the  Company's  consolidated  results  of  operations  or  financial
position.
























                                       9
<PAGE>

                             OPEN PLAN SYSTEMS, INC.


            Item 2: Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

        THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH 2000

Management Reorganization

         The Company's  Board of Directors  accepted the resignation of Mr. John
L. Hobey as Chief Executive  Officer and a director of the Company effective May
25, 2001.  Following Mr.  Hobey's  resignation,  the Board  appointed an interim
Operating  Committee to develop a turn around plan and to manage the  day-to-day
operations  of the Company  until a  replacement  could be found.  The Operating
Committee  included  David E. Green,  Vice  President,  Stephen P. Hindle,  Vice
President-Sales  and Marketing,  Robert E. O'Neil Jr., Vice President - National
Accounts and Thomas M. Mishoe, Jr., the former Chief Financial Officer of Eskimo
Pie Corporation,  who was then a consultant to the Company.  Mr. O'Neil left the
Company in July 2001.

         Effective  October 1, 2001, the Board of Directors  appointed Thomas M.
Mishoe Jr. as the Company's  President & Chief Executive  Officer.  In addition,
David E. Green was appointed  Senior Vice  President of  Operations,  Stephen P.
Hindle was appointed Senior Vice President of Sales & Marketing, John H. Bryson,
III was appointed  Vice  President of Plant  Operations and Kathryn L. Tyler was
appointed Chief Financial Officer, Treasurer and Secretary. On October 15, 2001,
Mr. Mishoe was appointed to serve as a member of the Board of Directors.

Restructuring

         On June 20, 2001, the Company approved and began the  implementation of
a  restructuring  plan that  closed its  remanufacturing  facility  in  Lansing,
Michigan and  consolidated  remanufacturing  operations  in Richmond,  Virginia;
closed five under performing sales offices located in Cincinnati,  Indianapolis,
Nashville,   Lansing  and  Boston;   reduced  the  size  of  sales   offices  in
Philadelphia,  Atlanta  and  Washington,  D.C.;  and  restructured  back  office
operations  at the  Company's  headquarters  in  Richmond,  Virginia.  This plan
returns the Company's focus to the  remanufacturing  of Herman Miller  products,
and discontinues the Haworth and Steelcase product lines. In the second quarter,
the Company recorded a restructuring  charge of approximately $4.7 million which
included an estimate  for the disposal of the  existing  leased  remanufacturing
facility in Michigan and related  assets,  as well as the new facility  that was
under  construction.  The largest component of the charge was $3,580,000 related
to the  write-off  of  remaining  goodwill  associated  with the purchase of the
Michigan  operations in 1996.  Other  significant  components of the operational
restructuring  were  estimated  losses of  $404,000  related to the  disposal of
property  and  equipment,  $105,000 for  severance  costs,  $125,000  related to
expected   costs  under  lease   arrangements,   $119,000  for   shortening  the
amortization  period of debt issuance  costs related to Industrial  Revenue Bond
proceeds  associated  with the new facility under



                                       10
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



construction to be repaid as part of the operational restructuring, and $156,000
for professional fees associated with the restructuring plan. In connection with
this plan, the Company  terminated  approximately 65 personnel,  primarily sales
personnel   in  offices   being  closed  or   personnel   associated   with  the
remanufacturing  facility in Michigan.  Prior to the end of the second  quarter,
most of the affected employees had been terminated.

         During  the  third  quarter,   the  Company   disposed  of  the  leased
remanufacturing  facility in Michigan and the related assets,  and completed the
sale of its remanufacturing facility under construction in Lansing, Michigan. As
a  result  of  the  sale,  the  Company   incurred  an  additional   $91,000  of
restructuring expenses. These expenses primarily consisted of interest and legal
fees due to the contractor in accordance with the  construction  agreement,  and
customary  closing costs associated with the sale of the property.  In addition,
the  Company  repaid  bondholders  for  Industrial  Revenue  Bond  debt that was
incurred to build the new facility.

         Assuming the Company  obtains  ongoing  financing on viable terms,  the
Company will seek to achieve annual decreases in expenses of approximately  $3.5
million as a result of the restructuring.  The improvements are expected to come
in the way of decreased  remanufacturing expenses of approximately $1.8 million,
and decreased selling,  general and  administrative  costs of approximately $1.7
million.  The Company  does expect to see a decrease in sales due to the closing
of under performing sales offices,  but expects this decrease to be offset by an
increase in gross  margin as a result of the reduced  remanufacturing  expenses.
The closed sales offices generated  approximately  $7.0 million in sales for the
year ended  December 31, 2000, and  approximately  $3.0 million in sales for the
six months ended June 30, 2001.

         Along  with  the  operational   restructuring,   the  Company  recorded
approximately $1.7 million for losses on inventory write-downs during the second
quarter,  which has been classified as a component of cost of goods sold.  These
losses relate to inventory sold in July 2001 associated with the existing leased
manufacturing  facility in Michigan,  and showroom  inventory  located at closed
sales offices.

         Due to the  Company's  expectation  that it will sell or liquidate  its
interest in the Mexican subsidiaries, the Company recorded restructuring expense
of $733,000 in the third quarter related to the Mexican operations.  This charge
included  $465,000  related to the write down of net  current  assets,  $168,000
related to the  write-down  of property  and  equipment  and $100,000 in accrued
professional fees incurred or expected to be incurred in connection with gaining
access to financial  information  about the Mexican  subsidiaries and completing
any sale or liquidation of the Company's  interest in the Mexican  subsidiaries.
The amount of the  restructuring  charge  relating to the net current assets and
property and equipment was determined  based on information  presently  known by
the  Company  and is  intended  to be a complete  write off of such assets as of
September 30, 2001. Sales and operating  income,  respectively,  for the Mexican
operations were $2.0 million and $54,000 in the prior year, and $1.4 million and
($19,000) for the first six months of 2001. Since August,  the Company has taken
steps to reduce its' exposure for losses on the Mexican operations.



                                       11
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



         The Company  anticipates  that the sale of any of the remaining  assets
and the lease termination costs will extend into the year 2002. At September 30,
2001 approximately $370,000 remains accrued in other liabilities relating to the
Company's restructuring and is expected to approximate the remaining costs to be
incurred, which are principally lease termination costs and professional fees.

Results of Operations

         During the fourth  quarter of the year ended  December  31,  2000,  the
Company  recorded  significant  fourth quarter  adjustments  (see Note 13 to the
Company's  Form  10-K for the year  ended  December  31,  2000).  As more  fully
described in that note, these adjustments were recorded in the fourth quarter of
2000, as the Company  could not  determine  the amount of charges  applicable to
preceding interim periods. Therefore,  information presented for the quarter and
nine months ended September 30, 2000 reflects  amounts  previously  reported and
may contain balances that were not adjusted until the fourth quarter of 2000.

         The Company's financial  statements for the quarter ended September 30,
2001  do  not  include  the  results  of  operations  of the  Company's  Mexican
subsidiaries.  The Company has requested that its Mexican joint venture  partner
produce financial  information on the operation of the Mexican  subsidiaries for
the third quarter 2001, but to date no such information has been received by the
Company. The Company has been unable to obtain such financial information on its
own as a result of certain actions taken by the Company's  Mexican joint venture
partner that has prevented the Company's  access to the books and records of the
subsidiaries.  In response,  the Company has initiated certain legal proceedings
in Mexico seeking to obtain such financial information and to gain access to the
subsidiaries'  books and records.  At such time as the Company obtains access to
such books and records or obtains  financial  information from the joint venture
partner  which it can verify as to accuracy and  adequacy,  the Company will, if
necessary, file an amendment to this Form 10-Q to provide consolidated financial
results for the third quarter 2001 that  includes the Company's  interest in the
Mexican subsidiaries. The Company continues to evaluate its options with respect
to the joint  venture  arrangement  and the future of the Mexican  subsidiaries,
including a possible  sale of the  Company's  interest in the joint venture or a
dissolution of the joint venture and liquidation of the Mexican subsidiaries.

         Net Sales. Sales for the nine months ended September 30, 2001 was $25.7
million as compared to $30.2 million for the same period in 2000.  Sales for the
three months ended September 30, 2001 were $7.7 million versus $10.4 million for
the same period in 2000.  This  decrease can be attributed to a decline in sales
generated by the under performing sales offices that were subsequently closed in
June of 2001,  as part of the  restructuring  discussed  above;  a  decrease  in
National  Accounts sales  compared to last year; and a general  softening of the
economy which is impacting sales across the industry. In addition,  sales by the
joint



                                       12
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



venture in Mexico for the third quarter of 2001 were not  consolidated  into the
Company's  statement  of  operations,  because  financial  results for the joint
venture have not been  provided to the Company by the joint  venture  since June
30, 2001. (See Notes 1 and 2 of the Notes to Consolidated  Financial  Statements
and the  discussion  under  "Restructuring"  above  for  additional  information
regarding the Company's joint venture in Mexico.)

         Gross Margin.  Gross margin for the quarter and nine month period ended
September  30,  2001 was $2.3  million  or 29.6%  and  $4.7  million  or  18.3%,
respectively.  Exclusive  of the $1.7  million  write-down  of  inventory in the
second  quarter of 2001 as  discussed  above,  gross  margin was $6.4 million or
24.9% for the nine months ended  September  30, 2001.  This compares to a margin
for the  quarter and nine month  period  ended  September  30, 2000 of 28.9% and
28.8%, respectively.  The decrease in margin for the nine months ended September
30,  2001 as  compared  to 2000 was in part due to  maintaining  two  production
facilities at levels well below  capacity for the first six months of 2001.  The
improvement  of gross  margin  as a  percent  of  sales  for the  quarter  ended
September  30,  2001  is  primarily  the  result  of the  implementation  of the
restructuring  plan  initiated  on June 20,  2001,  which  included  closing the
production operations in Lansing, Michigan and consolidating all production into
the plant in Richmond, Virginia.

         Operating Expenses.  Selling and marketing expenses for the nine months
ended September 30, 2001 decreased  $64,000 to $5.9 million over the same period
in 2000.  For the quarter ended  September 30, 2001,  these  expenses  decreased
$761,000 or 37% over the same period in 2000, from $2.0 million to $1.3 million.
This decrease was due to the closing of under  performing  sales offices in June
of 2001, the  termination of under  performing  sales  personnel in offices that
remained  open,  and  management's  efforts to  tightly  control  marketing  and
advertising spending beginning in May of 2001.

         General and  administrative  expenses  increased $92,000 to $671,000 in
the third quarter of 2001 from  $579,000  reported in the third quarter of 2000.
For the nine month period ended  September 30, 2001,  these  expenses  increased
$897,000 over the comparable  period in 2000 to $3.0 million.  This increase was
primarily  due to  increased  accounting,  legal and  computer  consulting  fees
incurred  during 2001.  These fees were  associated with the delay in filing the
Company's  2000 Form 10-K and first  quarter 2001 Form 10-Q as discussed in Part
I, Item 2 of those documents.  In addition,  professional  fees were incurred in
resolving the Company's  delisting from NASDAQ and subsequent  acceptance on the
NASD  OTC  Bulletin  Board.  Legal,  accounting  and  computer  consulting  fees
increased by  approximately  $787,000 for the nine months  ended  September  30,
2001, as compared to the same period in 2000.

         In June 2001 the Company began the  implementation  of a  restructuring
plan as discussed above. As a result, the Company recorded restructuring charges
of $4.7  million  and  $824,000  during the second and third  quarters  of 2001,
respectively,  for a total of $5.5  million  for the  nine  month  period  ended
September 30, 2001.




                                       13
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



         Other (Income)  Expense.  Net other  (income)  expense was $103,000 and
$92,000  for the  quarter  and nine  month  period  ended  September  30,  2001,
respectively.  This  compares  to an expense of  $122,000  and  $342,000  in the
comparable  periods of 2000.  Second quarter 2001 included a gain on disposal of
fixed assets of $260,000  resulting from the sale of leasehold  improvements  by
the Mexico  City,  Mexico  sales  office upon  relocating  their  facility,  and
interest expense of approximately  $90,000 related to the forbearance  agreement
between the Company and its financial institution entered into in May of 2001. A
similar fee was also paid in the second  quarter of 2000 to  terminate a banking
agreement  with a  different  institution  in order to  switch  to a  commercial
banking relationship with the Company's current financial institution.

         Income Taxes.  In the quarter and nine month period ended September 30,
2001, the Company did not record any tax benefit associated with the loss before
income taxes due to the uncertainty of the realization of potential tax benefits
of  future  deductions.  The  Company  will  re-evaluate  the  realizability  of
potential net deferred tax assets in future periods.

         Net Loss.  The net loss for the quarter  ended  September  30, 2001 was
$614,000  as compared to net income of  $120,000  for the  comparable  period in
2001.  Exclusive of the restructuring  charges and any unknown operating results
relating to Mexico operations for the quarter,  net income for the quarter ended
September 30, 2001 would have been $210,000. For the nine months ended September
30, 2001, the net loss was $9,928,000  versus a net loss of $23,000 in 2000. The
net loss for the nine months ended September 30, 2001 was due to several factors
including  the  restructuring  charge of $5.5  million,  an inventory  valuation
charge of $1.7 million, an increase in legal,  accounting and other professional
fees,  decreased  sales due to under  performing  sales  offices  and  decreased
margins due to under utilized manufacturing facilities.

Liquidity and Capital Resources

         Violations  of Loan  Covenants.  As of December 31,  2000,  the Company
maintained two bank credit facilities  consisting of a letter of credit facility
associated  with the issuance of $2.5  million of  Industrial  Revenue  Bonds to
finance the construction of a new production facility in Lansing, Michigan and a
revolving  line of credit.  At December 31, 2000,  the revolving  line of credit
provided  for a maximum  borrowing  amount of  $5,250,000  at variable  interest
rates.  The letter of credit  facility and revolving  line of credit  agreements
require the Company to meet various restrictive  covenants,  including a defined
tangible net worth, an interest  coverage ratio and certain other covenants.  At
December 31, 2000 and thereafter, the Company was not in compliance with certain
of the  covenants  contained in the letter of credit  facility and the revolving
line of credit agreements. As a result of the covenant violations as well as the
significant net loss in fiscal year 2000, the Company's auditors,  in its report
filed as part of the  Form  10-K,  have  expressed  substantial  doubt as to the
Company's  ability  to  continue  as  a  going  concern.  See  "Forward  Looking
Statements"  in Part  I,  Item 2  below



                                       14
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



and Note 1 to the December 31, 2000 consolidated  financial statements contained
in the Form 10-K.

         In May 2001, the Company entered into a temporary forbearance agreement
with the bank in which the bank  agreed to waive its  existing  right to declare
defaults relating to the Company's failure to comply with certain loan covenants
through June 30, 2001. Thereafter,  on August 10, 2001, the Company and the bank
entered into a new short-term  forbearance agreement that expires on October 30,
2001.  The new  forbearance  agreement  provides that the bank will refrain from
exercising  any rights or remedies  based on existing  or  continuing  defaults,
including   accelerating  the  maturity  of  the  loans  under  the  two  credit
facilities,  until after the October 30,  2001  expiration  date.  Under the new
forbearance  agreement,  the line of credit was reduced from $4.65 million under
the May  forbearance  agreement  to  $4.25  million.  As of  October  22,  2001,
approximately  $4.1  million  was  outstanding  under  the  line of  credit.  In
addition,  the interest  rate on the line of credit was  increased to LIBOR plus
6.0%.  Finally,  the Company is required  to pay the bank a  forbearance  fee of
$50,000 upon the earlier of a refinancing of the Company's credit obligations to
the bank or October 30, 2001.  Pursuant to the forbearance  agreement,  the bank
reserves the right to declare a default and  accelerate  the loans under the two
facilities  after  October  30,  2001  if the  parties  have  not  entered  into
amendments  to  the  existing  loan  arrangements  or a  subsequent  forbearance
agreement.  The  Company  is  currently  engaged  in  discussions  regarding  an
extension of the forbearance agreement.

         The  forbearance  agreement also  prohibited the Company from utilizing
the  approximately  $2.1 million of remaining  cash  proceeds from the Company's
Industrial  Revenue Bonds to complete the new Lansing facility without the prior
approval of the bank. Under the May 2001 forbearance agreement,  the Company was
unable to make two progress payments totaling  approximately $940,000 due on the
project in May and June 2001.  Subsequently,  the contractor ceased construction
on the project and filed a construction  lien suit against the Company alleging,
among other things, a breach of the construction agreement.  With the consent of
the bank,  on September  20, 2001 the Company  redeemed the  Industrial  Revenue
Bonds  and  paid  off the  outstanding  debt of $2.4  million  using in part the
remaining cash that was held in escrow.  Additional cash required to pay off the
debt of  approximately  $286,000  was funded  from a separate  account  that the
Company held at its  financial  institution.  As a result,  the letter of credit
facility with the bank was terminated. On October 4, 2001, the Company completed
the  sale  of  its  remanufacturing  facility  under  construction  in  Lansing,
Michigan.  The sale  resulted in cash  proceeds to the Company of  approximately
$395,000 after payment of amounts due to the contractor engaged to construct the
facility  and  certain  expenses  related to the sale.  In  connection  with the
closing,  the  contractor's  suit against the Company for amounts owed under the
construction contract was dismissed.

         As of October 22, 2001, the Company has not completed  negotiation of a
permanent waiver of the Company's loan covenant  violations,  as well as revised
loan covenants  relating to the revolving line of credit.  Any agreement reached
with the bank could  result in new terms which are less  favorable  than current
terms under existing agreements and could



                                       15
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



involve a reduction in  availability of funds, an increase in interest rates and
shorter  maturities,  among other  things.  If the Company is not  successful in
securing an extension of the forbearance agreement or permanent waivers and loan
covenant amendments,  it will need to seek new financing arrangements from other
lenders.  Such  alternative  financing  arrangements  may be  unavailable to the
Company or available on terms  substantially  less favorable to the Company than
its existing line of credit facility. If the Company is unable to either procure
an extension of the forbearance agreement,  permanent covenant violation waivers
and covenant  amendments with respect to the existing line of credit facility or
acceptable  alternative  financing,  such failures could have a material adverse
effect on the  Company's  financial  condition  and  results of  operations.  No
assurance  can be given that the Company  will be able to obtain an extension of
the forbearance agreement, permanent covenant violation waivers and revised loan
covenants or refinance its existing obligations.

         Expected Future Cash Flows.  The Company can give no assurance that its
current cash balances plus cash flows from  operations,  if any, and  borrowings
available  under  its line of  credit  will be  adequate  to fund  its  expected
operating  and capital  needs for the next twelve  months.  The  adequacy of the
Company's cash  resources over the next twelve months is primarily  dependent on
the  Company's  operating  results  and its  ability to  renegotiate  its credit
arrangements with its existing bank or procure alternate financing, all of which
are subject to substantial uncertainties.

         Cash flow from  operations  for the 2001 year will be dependent,  among
other things,  upon the effect of the current economic slowdown on the Company's
sales,  the impact of the  restructuring  plan and new  management's  ability to
reduce  expenses and improve the Company's  operating  performance and financial
position.

         The failure to return to profitability and optimize operating cash flow
in the short term, and to successfully renegotiate its credit agreement with the
bank or procure alternate financing, could have a material adverse effect on the
Company's liquidity position and capital resources.

Seasonality and Impact of Inflation

         The  Company has no  discernable  pattern of  seasonality.  Because the
Company  typically  ships  Work  Stations  within  four  weeks  of an  order,  a
substantial  portion of the  Company's  revenues in each  quarter  results  from
orders placed by customers during that quarter. As a result, the Company's sales
may vary from quarter to quarter.

         Inflation  has not had a material  impact on the Company's net sales or
income to date. However,  there can be no assurances that the Company's business
will not be affected by inflation in the future.




                                       16
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



Forward-Looking Statements

         The foregoing discussion contains certain  forward-looking  statements,
which may be  identified  by phrases such as "the  Company  expects" or words of
similar effect. The Private Securities  Litigation Reform Act of 1995 provides a
safe harbor for forward-looking  statements.  The Company has identified certain
important  factors  that in some cases have  affected,  and in the future  could
affect,  the  Company's  actual  results  and could cause the  Company's  actual
results for fiscal 2001 and any interim period to differ  materially  from those
expressed or implied in any forward-looking statements made by, or on behalf of,
the  Company.  These  factors are set forth  under the caption  "Forward-Looking
Statements"  in Item 7 of the  Company's  Form 10-K for the  fiscal  year  ended
December 31, 2000, a copy of which is on file with the  Securities  and Exchange
Commission.  The  Company  assumes no duty to update any of the  forward-looking
statements of this report.


















                                       17
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



Item 3. Quantitative and Qualitative Disclosures about Market Risk

         In 2001,  the  Company has been  exposed to changes in  interest  rates
primarily from its revolving line of credit  arrangement  and from the letter of
credit  facility  related to the  Industrial  Revenue  Bonds  issued to fund the
construction of the new production facility in Lansing,  Michigan.  In September
2001,  the  Industrial  Revenue  Bonds  were  redeemed  and the letter of credit
facility was terminated. However, the Company's interest expense continues to be
affected by changes in  short-term  interest on the debt  outstanding  under the
revolving line of credit. These borrowings bear interest at a variable rate (the
"Borrowing Rate").  Assuming:  (i) the Borrowing Rate varies by 100 basis points
from its  current  level in any given month and (ii) the  Company  maintains  an
aggregate  outstanding  debt  balance  subject  to this  Borrowing  Rate of $4.1
million  during  the  month  of  variance,   interest   expense  would  vary  by
approximately  $3,500  for that  month.  The  Company  does  not use  derivative
instruments.















                                       18
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

                                     PART II
                                OTHER INFORMATION


Item 1.    Legal Proceedings
           -----------------

           On July 13,  2001,  the Company was served with a complaint  filed in
           the Circuit  Court for the County of Eaton,  Michigan,  entitled L.D.
           Clark Building Co. v. Open Plan Systems, Inc. and Wachovia Bank, N.A.
           (File  No.  01-913-CZ).  The  complaint  alleged  that the  plaintiff
           provided labor and materials for improvement to real property located
           in Eaton County, Michigan and that the Company failed to pay for such
           labor and  materials  in breach  of a certain  construction  contract
           between  the  plaintiff  and  the  Company  dated  August  2000.  The
           construction   contract   was   for   the   construction   of  a  new
           remanufacturing  facility in Lansing,  Michigan.  The plaintiff  also
           alleged that it was entitled to a  construction  lien on the property
           under Michigan law. The plaintiff sought  approximately  $1.5 million
           in labor and materials plus costs,  judgment  interest and attorneys'
           fees.  On  October 4,  2001,  the  Company  sold the  facility  under
           construction  to a  third-party,  and used  part of the  proceeds  to
           satisfy  the  plaintiff.  Upon  payment  to the  plaintiff,  the suit
           against the Company was dismissed.


Item 2.    Changes in Securities and Use of Proceeds
           -----------------------------------------

           Not applicable.

Item 3.    Defaults upon Senior Securities
           -------------------------------

           The Company is not in compliance  with certain loan  covenants  under
           its bank  line of credit  facility.  See Part I, Item 2 and Note 5 to
           the Consolidated Financial Statements for additional information.

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

           On  August  7,  2001,   the  Company  held  its  annual   meeting  of
           shareholders  (the "Meeting").  Two persons were elected to the Board
           of  Directors  at the  Meeting.  Set forth below are the names of the
           persons elected at the Meeting as directors,  the class to which they
           were elected, and the vote totals for each such director:

                                                  Votes For       Votes Withheld
                                                  ---------       --------------
           Class I-Terms Expire 2004:

                J. Wesley Hall                    2,942,679               15,874

                W. Sydnor Settle                  2,862,379               96,174



                                       19
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



           The second  matter  considered  at the Meeting was the  approval of a
           resolution  to  restore  the  voting  rights of one of the  Company's
           shareholders,  Great Lakes  Capital,  LLC,  under  Virginia  law. The
           number of votes  required for approval of this matter under  Virginia
           law was 1,689,842.  This matter was not approved.  The vote total for
           this matter is set forth below:

                                                 Number of Votes
                                                 ---------------

           For                                         1,110,565

           Against                                       604,104

           Abstain                                         2,200

           Broker Non-Votes                              807,698


           On October  15,  2001,  the Board of  Directors  appointed  Thomas M.
           Mishoe,  Jr. as a member of the Board of Directors to serve until the
           next annual meeting of shareholders.

Item 5.    Other Information
           -----------------

           Not applicable.


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

           (a)    Exhibits:

           The registrant has included the following  exhibits  pursuant to Item
           601 of Regulation S-K.

              Exhibit No.    Description
           ---------------------------------------------------------------------

                  11         Statement Re: Computation of Per Share Earnings


           (b)    Reports on Form 8-K

           The  Company  filed a  Current  Report  on Form  8-K on July 2,  2001
           reporting  under  Items 5 and 7 that the  Company  had  issued  press
           releases dated May 29, 2001, June 8, 2001, June 20, 2001 and June 29,
           2001,  respectively,  that announced the  appointment of an Operating
           Committee to manage the day-to day  operations of the Company until a
           replacement of the Company's Chief



                                       20
<PAGE>

                            OPEN PLAN SYSTEMS, INC.



           Executive  Officer  could be found;  the  delisting of the  Company's
           common stock from the Nasdaq Stock Market effective June 8, 2001; the
           implementation  of  a  restructuring  plan  and  the  filing  of  the
           Company's Form 10-Q for the quarter ended March 31, 2001.

























                                       21
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                                       OPEN PLAN SYSTEMS, INC.
                                       (Registrant)


Date:  October 29, 2001                By:     /s/ Thomas M. Mishoe, Jr.
                                           -------------------------------------
                                           Thomas M. Mishoe, Jr.
                                           President and Chief Executive Officer


Date:  October 29, 2001                By:     /s/ Kathryn L. Tyler
                                           -------------------------------------
                                           Kathryn L. Tyler
                                           Chief Financial Officer





<PAGE>

                             OPEN PLAN SYSTEMS, INC.



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


No.        Description
---        -----------

11         Statement Re:  Computation of Per Share Earnings