SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 1997

          [ ] 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 small business issuer 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
                           (Issuer's telephone number)

          -------------------------------------------------------------
Former name,former address and former fiscal year, if changed since last report)


     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for 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 __.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:

Common Stock, no par value - 4,472,433 shares as of July 31, 1997.
Transitional Small Business Disclosure Format (check one): Yes          No   X


<PAGE>
                             OPEN PLAN SYSTEMS, INC.

                                    Contents

<TABLE>
<CAPTION>

PART I.    FINANCIAL INFORMATION                                                                     PAGE
<CAPTION>
<S>        <C>                                                                                       <C>    
Item 1.    Financial Statements

           Consolidated Balance Sheets - June 30, 1997 (unaudited)                                     1
              and December 31, 1996

           Consolidated Statements of Operations- Three months and six months                          2
              ended June 30, 1997 and 1996 (unaudited)

           Consolidated Statements of Cash Flows - Three months and six 3 months
              ended June 30, 1997 and 1996 (unaudited)

           Notes to Consolidated Financial Statements - June 30, 1997                                  5

Item 2.    Management's Discussion and Analysis of                                                     8
           Financial Condition and Results of Operations


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                          14

Item 2.    Changes in Securities                                                                      14

Item 3.    Defaults Upon Senior Securities                                                            14

Item 4.    Submission of Matters to a Vote of                                                         14
              Security Holders

Item 5.    Other Information                                                                          14

Item 6.    Exhibits and Reports on Form 8-K                                                           14
</TABLE>


SIGNATURES




<PAGE>



                             OPEN PLAN SYSTEMS, INC.
                                     PART I
                              FINANCIAL INFORMATION
                          Item 1: Financial Statements
                           Consolidated Balance Sheets
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                                               June 30         December 31
                                                                                1997              1996
                                                                         -------------------------------------
                                                                            (Unaudited)
<CAPTION>
<S>                                                                        <C>                <C>             
Assets
   Current assets:
      Cash and cash equivalents                                            $          301     $        3,066
      Trade accounts receivable, net                                                5,146              5,252
      Inventories                                                                   9,201              6,807
      Prepaids and other                                                              607                431
      Refundable income taxes                                                         738                385
      Deferred income taxes                                                           120                 52
                                                                         -------------------------------------
   Total current assets                                                            16,113             15,993

   Property and equipment, net                                                      2,778              2,698
   Goodwill, net                                                                    4,544              4,621
   Other                                                                              462                398
                                                                         -------------------------------------
   Total assets                                                            $       23,897   $         23,710
                                                                         =====================================

   Liabilities and stockholders' equity Current liabilities:
      Trade accounts payable                                             $          1,945   $          1,457
      Accrued compensation                                                            189                247
      Other accrued liabilities                                                       223                150
      Customer deposits                                                               699                655
      Current portion of long-term debt and capital lease
        obligations                                                                   174                212
                                                                         -------------------------------------
   Total current liabilities                                                        3,230              2,721

   Deferred income taxes                                                              124                106
   Long-term debt and capital lease obligations, less current
      Portion                                                                          42                 92
                                                                         -------------------------------------
   Total liabilities                                                                3,396              2,919

   Stockholders' equity:
      Common stock, no par value:
        Authorized shares - 50,000
        Issued and outstanding shares - 4,472                                      20,088             20,088
      Additional capital                                                              137                137
      Retained earnings                                                               276                566
                                                                         -------------------------------------
   Total stockholders' equity                                                      20,501             20,791
                                                                         -------------------------------------
   Total liabilities and stockholders' equity                              $       23,897   $         23,710
                                                                         =====================================
</TABLE>

See accompanying notes.


<PAGE>


                             OPEN PLAN SYSTEMS, INC.
                Consolidated Statements of Operations (Unaudited)
                    (amounts in thousands, except per share)
<TABLE>
<CAPTION>
                                                                Three Months ended                  Six Months ended June 30
                                                                      June 30
                                                               1997             1996             1997              1996
                                                         ---------------------------------------------------------------------
<CAPTION>
<S>                                                      <C>                <C>             <C>                <C>    

Net sales                                                 $      7,164      $     4,965     $     13,601       $    10,545

Cost of sales                                                    5,010            3,313            9,986             6,908
                                                         ---------------------------------------------------------------------
Gross profit                                                     2,154            1,652            3,615             3,637

Operating expenses:
   Amortization of intangibles                                      69                               138                 -
   Selling and marketing                                         1,504              802            2,754             1,482
   General and administrative                                      573              273            1,301               615
                                                         ---------------------------------------------------------------------
                                                                 2,146            1,075            4,193             2,097
                                                         ---------------------------------------------------------------------
Operating (loss) income                                              8              577             (578)            1,540

Other (income) expense:
   Interest expense                                                 11               60               19               123
   Interest income                                                 (24)             (40)             (59)              (47)
   Other, net                                                       (4)              (7)             (14)              (15)
                                                         ---------------------------------------------------------------------
                                                                   (17)              13              (54)               61
                                                         ---------------------------------------------------------------------
Income (loss) before income taxes                                   25              564             (524)            1,479

Income tax expense (benefit)                                        --               22             (234)               22
                                                         ---------------------------------------------------------------------
Net income (loss)                                        $          25     $        542     $       (290)    $       1,457
                                                         =====================================================================

Earnings (Loss) per common share                                $  .01                           $  (.06)
                                                         =================                 ==================
Weighted average common shares outstanding                       4,472                             4,472
                                                         =================                 ==================

Pro forma income data:
   Pro forma income before income taxes                                   $         564                      $       1,479
   Pro forma provision for income taxes                                             220                                577
                                                                          -----------------
                                                                                                             =================
   Pro forma net income                                                   $         344                      $         902
                                                                          =================                  =================
   Pro forma earnings per common share                                    $         .11                      $         .31
                                                                          =================                  =================

   Weighted average common shares outstanding                                     3,137                              2,918
                                                                          =================                  =================
</TABLE>

       See accompanying notes.


<PAGE>


                             OPEN PLAN SYSTEMS, INC.
                Consolidated Statements of Cash Flows (Unaudited)
                             (amounts in thousands)


<TABLE>
<CAPTION>
                                                            Three Months ended June 30            Six Months ended June 30
                                                               1997             1996             1997              1996
                                                         ---------------------------------------------------------------------
<CAPTION>
<S>                                                        <C>              <C>              <C>               <C>

Operating activities
Net income (loss)                                          $          25    $         542    $        (290)    $       1,457
Adjustments to reconcile net income (loss) to net
   cash (used) provided by operating activities:
   Provision for losses on receivables                                 8              (10)               8                13
   Depreciation and amortization                                     206               46              418                96
    Loss on sale of property                                           4                3                4                 3
   Deferred income taxes                                             (23)             (17)             (46)              (17)
   Changes in operating assets and liabilities:
     Accounts receivable                                             224              526               98              (398)
     Inventories                                                  (1,479)            (638)          (2,394)             (931)
     Prepaids and other                                             (241)              18             (559)               18
     Trade accounts payable                                          241               93              488               159
     Customer deposits                                               (64)              65               40               (25)
     Accrued and other liabilities                                   (74)             (24)              23              (187)
                                                         ---------------------------------------------------------------------
Net cash (used) provided by operating activities                  (1,173)             604           (2,210)              188

Investing activities
Purchases of property and equipment                                 (101)            (520)            (474)             (725)
Proceeds from the sale of property and equipment                       8               64                8                64
Other                                                                 --               (3)              --                (9)
                                                         ---------------------------------------------------------------------
Net cash used in investing activities                                (93)            (459)            (466)             (670)
</TABLE>




<PAGE>


                             OPEN PLAN SYSTEMS, INC.
          Consolidated Statements of Cash Flows (Unaudited) (continued)
                             (amounts in thousands)


<TABLE>
<CAPTION>

                                                            Three Months ended June 30            Six Months ended June 30
                                                               1997             1996             1997              1996
                                                         ---------------------------------------------------------------------
<CAPTION>
<S>                                                      <C>                <C>              <C>              <C>
Financing activities
Advances to stockholders                                 $            --    $        (186)   $          --    $         (306)
Repayment of advances to stockholders                                 --               --               --                62
Net (repayments) borrowings on revolving line of
   credit                                                             --           (4,000)              --            (2,706)
Principal payments on long-term debt, and capital
   lease  obligations                                                (42)             (45)             (89)              (97)
Proceeds from sale of common stock                                    --           17,560               --            17,560
Distributions to stockholders                                         --           (3,036)              --            (3,760)
                                                         ---------------------------------------------------------------------
Net cash (used) provided by financing activities                     (42)          10,293              (89)           10,753
                                                         ---------------------------------------------------------------------
Increase (Decrease) in cash and cash equivalents                  (1,308)          10,438           (2,765)           10,271

Cash and cash equivalents at beginning of period                   1,609               75            3,066               242
                                                         ---------------------------------------------------------------------
Cash and cash equivalents at end of period               $           301   $       10,513  $           301    $       10,513
                                                         =====================================================================

Supplemental disclosures
Interest paid                                            $            11   $           60  $            11    $          123
                                                         =====================================================================

Income taxes paid                                        $           136   $           --  $           136    $           --
                                                         =====================================================================

Summary of non-cash transactions

Distributions offset against advances to stockholders
                                                          $           --   $          183   $           --    $          591
                                                         =====================================================================

Notes payable for equipment                               $           --   $          502   $           --    $          502
                                                         =====================================================================
</TABLE>


See accompanying notes.


<PAGE>


                             OPEN PLAN SYSTEMS, INC.
             Notes to Consolidated Financial Statements (Unaudited)

                                  June 30, 1997

1. Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-QSB of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements.  In the opinion of management,  these financial statements
reflect all adjustments of a normal recurring nature which the Company considers
necessary for a fair presentation. Historically, the Company's business has been
significantly  affected by seasonal  factors.  The Company typically has greater
sales revenue  during the first and fourth  quarters.  The results for the three
month and six month periods ending June 30, 1997 are not necessarily  indicative
of the results that may be achieved for the entire year ending December 31, 1997
or for any other interim period.

Certain  reclassifications  have been made to prior period amounts to conform to
the current period presentation.

2. Inventories

Inventories  are in two main stages of completion and consisted of the following
(amounts in thousands):
<TABLE>
<CAPTION>

                                                             June 30         December 31
                                                              1997               1996
                                                       -------------------------------------
                                                            (Unaudited)
<CAPTION>
<S>                                                             <C>                <C>

Components and fabric                                           $4,761             $3,355
Jobs in process and finished goods                               4,440              3,452
                                                       -------------------------------------
                                                                $9,201             $6,807
                                                       =====================================
</TABLE>


3. Income Taxes

Prior to the Company's initial public offering of common stock in June 1996, the
Company  had  elected  by  consent  of its  stockholders  to be taxed  under the
provisions of Subchapter S of the Internal Revenue Code. Under these provisions,
the Company did not pay federal and state income taxes on its corporate  income.
Instead the Company's  income was included in the income of its stockholders for
federal and state income tax  purposes.  The Company  revoked its  S-Corporation
election effective May 31, 1996.

3. Indebtedness

During June 1997, the Company  renegotiated it's revolving line of credit with a
bank. The new credit facility provides for borrowings up to $10,000,000  through
May 1998.  The  borrowings  bear  interest at varying  amounts  depending on the
Company  meeting  and  maintaining  certain  levels of income  for the four most
recent quarters. There were no outstanding borrowings under the line at June 30,
1997.  Advances under the line are secured by  substantially  all assets and are
limited to specified percentages of accounts receivables and inventories.  Under
the terms of the  agreement,  the  Company  is  required  to  maintain a defined
earnings  to debt ratio and an  interest  coverage  ratio.  The  Company  was in
compliance with all covenants of the agreement at June 30, 1997.


4. Pro Forma Information

The  accompanying pro forma income data reflects a provision for income taxes as
if the Company's  earnings had been subject to federal and state income taxes as
a regular corporation for all periods presented.

Pro forma  earnings per common share are based on the  weighted  average  common
shares outstanding for 1996 increased for the average number of shares of common
stock deemed to be  outstanding,  which  represents  the  approximate  number of
common shares deemed sold by the Company at the initial  public  offering of $10
per share to fund the final  S-Corporation  distribution  of  $2,695,000  to the
Company's shareholders.



<PAGE>


                             OPEN PLAN SYSTEMS, INC.

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


Overview
         Since its inception in 1989,  the Company has generated the majority of
revenues  from the sale of  remanufactured  Work Stations and to a lesser extent
from the sale of "as-is"  Work  Stations and rentals.  The  Company's  sales are
highly  dependent  upon its  network of  Company-owned  sales  offices and sales
personnel  because  the Company  sells  approximately  80% of its Work  Stations
directly to end-users.  Sales from these offices have increased each year as the
Company has added sales personnel, as these personnel have gained experience and
as the Company has achieved  greater  consumer  awareness and name  recognition.
Generally, branch sales offices do not generate significant sales in their first
nine months to one year of operation.

         The Company sells  approximately  20% of its Work Stations  through its
dealer  network.  While the Company  prefers to sell  directly  to the  end-user
through its own sales offices,  it will continue to use dealers in non-exclusive
relationships,  in markets  that are too small to  support a sales  office or in
markets  where it does not expect to be able to open a sales  office in the near
future.  Selling through Company-owned sales offices rather than through dealers
increases the Company's selling costs due to increased  overhead and salesperson
compensation expenses.  However, the Company believes that these increased costs
are more than offset by the portion of the dealer gross profit  margin  captured
by the Company.  The Company believes that the fifty largest  metropolitan areas
in the United States are of sufficient size to support a Company sales office. A
core component of the Company's  growth strategy is to increase sales by opening
new sales offices and adding  additional sales  personnel.  The Company acquired
the expertise to manufacture new office  furniture and Haworth office  furniture
through separate acquisitions in 1996.


         Historically,  the Company's  sales volume has been lower in the spring
and summer months and higher in the fall and winter months. The Company believes
that this seasonal increase in sales volume,  which generally coincides with the
first and fourth  quarters of the Company's  fiscal year, is due to the tendency
of customers to expend funds budgeted for office  furniture  either early in the
calendar  year  or  after  the  summer  vacation  season.  Because  the  Company
recognizes revenues upon shipment and typically ships Work Stations within three
weeks of an order,  a  substantial  portion  of the  Company's  revenue  in each
quarter  results  from orders  placed by  customers  during that  quarter.  As a
result,  the  Company's  revenues  and profits are  difficult to predict and may
fluctuate  from  quarter to  quarter.  The Company  typically  does not have any
significant  backlog of customer  orders  because it  generally  ships  products
within three weeks of receipt of an order. The Company uses temporary  employees
and other  measures to increase  production  capacity  during  periods of higher
sales while keeping its baseline  operating expenses to a minimum during periods
of lower sales.

Results of Operations

         The following  table sets forth the  relationship of costs and expenses
as a percentage of the Company's sales for the periods indicated:
<TABLE>
<CAPTION>

                                                 Three Months Ended       Six Months Ended
                                                       June 30,               June 30,
                                                    1997        1996      1997       1996
<CAPTION>
<S>                                               <C>         <C>        <C>        <C>

Net sales ..........................              100.0%      100.0%     100.0%     100.0%
Cost of sales ......................               69.9        66.7       73.4       65.5
                                                ----------- ---------- ---------- -----------
Gross profit .......................               30.1        33.3       26.6       34.5
Amortization of intangibles ........                1.0         0.0        1.0        0.0
Selling and marketing expenses .....               21.0        16.2       20.2       14.1
General and administrative expenses.                8.0         5.5        9.6        5.8
                                                ----------- ---------- ---------- -----------
Operating (loss) income ............                0.1        11.6       (4.2)      14.6
Other (income) expense..............               (0.2)        0.3       (0.4)       0.6
                                                ----------- ---------- ---------- -----------
Net income before income taxes......                0.3        11.3       (3.8)      14.0
Provision for income taxes .........                0.0         0.4       (1.7)       0.2
                                                ----------- ---------- ---------- -----------
Net income .........................                0.3%       10.9%      (2.1)%     13.8%
                                                =========== ========== ========== ===========
</TABLE>


Comparison of Three Months and Six Months Ended June 30, 1997 and June 30, 1996

         Sales.  Sales in the three months ended June 30, 1997 were  $7,164,000,
an increase of approximately  $2,199,000  or 44.3% over the same period in 1996.
Sales for the six months ending June 30, 1997 were  $13,601,000,  an increase of
$3,056,000  or 28.9% over the same  period in 1997.  The  increase  in sales was
primarily due to the acquisition of TFM  Remanufactured  Furniture in the fourth
quarter of 1996.  Sales for the Company's  sales offices which were open in both
of the first two  quarters of 1996 and 1997  actually  decreased  slightly  from
prior year levels. The Company believes the decrease was primarily the result of
salespeople   resolving  customer  service  issues  resulting  from  operational
and shipping problems experienced at the end of 1996 and beginning of 1997.  The
Company's newer sales offices  generally did not meet expectations in the second
quarter  although their revenue and volume  increased from first quarter levels.
The  Company  did not open any sales  offices in the second  quarter  but opened
offices in Detroit and Philadelphia during the first quarter.

         The Company believes that, based on initial customer response,  its new
direct mail  advertising  programs put in place during the first quarter of 1997
will  prove to be more  effective  than the  telemarketing  programs  they  have
replaced. Additionally, the Company has begun to add additional salesmen to some
branch offices to help increase the visibility and marketing  efforts in certain
markets.  While  progress has been made during the second  quarter,  the Company
believes  that these  changes  will have a positive  impact on  long-term  sales
office performance.

         Cost of  Sales.  The  Company's  cost  of  sales  includes  cost of raw
materials (new and used workstation components, new fabric, laminate, paint, and
other materials),  labor, supplies,  freight, utilities, and other manufacturing
related expenses.  As discussed in previous  quarters,  the Company expanded its
strategy of  manufacturing  component  parts that had previously  been purchased
from third parties.  In September 1996, the Company placed in service  equipment
purchased during the second quarter of 1996 from Birum Corporation and commenced
its new part  manufacturing  operations.  This  equipment  purchase  allows  the
Company  to  manufacture  all the metal  and wood  component  parts  used in the
remanufacturing process and in the Company's line of new work stations.

         Cost of sales  increased by  $1,697,000  in the second  quarter of 1997
from the  $3,313,000  reported in the second  quarter of 1996 and  increased  by
$3,078,000  for the first two  quarters of 1997 as  compared  to the  $6,908,000
reported in the  comparable  period of 1996.  The increase in cost of sales were
primarily attributable to volume increases.  The gross margin decreased to 30.1%
in the  second  quarter  of 1997 from  33.3% in the  second  quarter of 1996 and
decreased  to  26.6%  for the  first  half of 1997  as  compared  34.5%  for the
comparable  period in 1996. The gross margin actually  increased by 32.6% in the
second quarter from the 22.7%  reported in the first  quarter.  Such increase in
margin is  primarily  attributable  to the new  programs  initiated in the first
quarter and further enumerated below.

         Upon commencement of the new part manufacturing operations, the Company
immediately  began  producing  a wide  array of  component  parts for use in the
remanufacturing  business,  and all the parts  necessary to build the  Company's
line of new  workstations.  As a result  of the rapid  implementation,  expected
manufacturing  efficiencies  were not  achieved  and  product  costs  increased.
Additionally,  the Company  experienced  quality  problems and  training  issues
related to the large product mix that was being manufactured on the plant floor.
The Company  initiated  several new programs during the first quarter to address
these  issues.  Among the  actions  undertaken  by the  Company  were  strategic
sourcing  initiatives  which  determine,  on a part by part  basis,  whether the
Company  should make or buy component  parts.  The Company has  determined  that
there are certain  products that it can manufacture  efficiently and others that
it  should  purchase  from  part  suppliers  or in the  used  furniture  market.
Accordingly,  the  Company  has  reduced  unit costs by  limiting  manufacturing
processes and outsourcing the production of other component parts. The impact of
these strategic sourcing changes is partially reflected in the increase in gross
margin in the second quarter.

      While the  Company is pleased by the  progress  made thus far, it believes
that further  benefits will be realized over the next several quarters until the
Company's gross margin returns to or exceeds historical percentages.

         Operating Expenses. The Company's most significant operating expense is
selling and marketing expense.  These costs are primarily related to salesperson
compensation,  advertising and other marketing  expenses and rents.  The Company
compensates its salespeople  through a combination of salaries,  commissions and
bonuses. While most of these expenses are directly related to the current year's
sales,  certain other marketing expenses are incurred to build brand recognition
and generate sales leads that may contribute to sales in later periods.

         Selling and marketing expenses for the second quarter of 1997 increased
to  $1,504,000  from  $802,000 in the second  quarter of 1996 and  increased  to
$2,754,000  for the first  half of 1997 from  $1,482,000  for the first  half of
1996.  The  increases  were  related to the  acquisition  of TFM  Remanufactured
Furniture as well as the opening of five new sales offices during the past year.
The  Company,  as a  result  of its new  marketing  initiatives,  increased  its
advertising  expense by approximately  50% over prior year levels. An additional
contributing  factor in the sales and  marketing  increase is that it  typically
takes several  years for new sales  offices to generate  enough sales to provide
targeted  returns.  This increases the  percentage of selling  expenses to sales
since the higher  initial  costs of these sales offices have not yet been offset
with the increased sales volume expected from these offices.  Additionally,  the
Company incurred  additional  expenses related to the restructuring of its sales
office management structure during the second quarter of 1997.

         Additionally  during the first quarter of 1997, the Company revised its
marketing  strategy  from its  previous  telemarketing  efforts  to direct  mail
advertising targeted to prospective  companies in certain of its markets.  These
targeted  companies are of the size that the Company has been most successful in
its  marketing  efforts  in the past.  The  Company is  encouraged  by the early
responses in markets where the Company's previous  advertising  efforts have not
succeeded.  Sales in those branches increased in the second quarter of 1997 over
the first quarter of this year. The telemarketing group was disbanded due to the
difficulty of reaching potential  purchasers through  traditional  telemarketing
techniques.  The Company  believes that the new method will be a more  effective
manner of advertising in certain markets than previous methods.

         General and administrative expenses increased to $573,000 in the second
quarter of 1997 from the  $273,000  reported  in the second  quarter of 1996 and
increased to $1,301,000 for the first half of 1997 from the $615,000 reported in
the  comparable  period of 1996. The increase for the second quarter and through
the first six months of 1997 was related  primarily to  investments  made in the
Company's  infrastructure  to handle  current  and  future  capacity  as well as
certain  non-recurring  costs. The non-recurring costs,  totaling  approximately
$40,000 in the  quarter  and  $190,000  year to date,  related  to  professional
expenses in  connection  with the  evaluation of several  potential  acquisition
candidates.  Ultimately, the Company determined that these acquisitions were not
in the best interests of the Company.  General and administrative  expenses also
increased  during the first and second  quarters  due to the effort and  expense
dedicated  to the annual  report,  annual  meeting and other fees  required as a
public  company  that  the  Company  had not  experienced  in  prior  years.  As
anticipated,   the  second  quarter  administrative   expenses  decreased  as  a
percentage of sales as compared to the first quarter,  and  management  believes
that this trend should  continue for he remainder of the year,  subject to costs
which may be incurred in evaluating potential acquisition candidates.

         Other Non-Operating Income and Expense.  Total other income and expense
changed from an expense of $13,000 and $61,000,  for the second  quarter and six
months ended June 30, 1996,  respectively,  to income of $17,000 and $54,000 for
the second quarter and six months ended June 30, 1997, respectively. The primary
reason for the increase is due to cash raised at the  Company's  initial  public
offering. During 1996, the Company paid off its line of credit debt and invested
excess cash proceeds of the offering to maximize returns.

         Income  Taxes.  The income tax benefit of  $234,000  for the six months
ending June 30, 1997 was caused by the  pre-tax  losses  incurred by the Company
through June 30, 1997.  Prior to the initial  public  offering,  the Company was
treated as an  S-Corporation  for federal  and state  income tax  purposes.  The
higher marginal tax rate between pro forma taxes and actual 1997 taxes is due to
the  non-deductibility  of certain intangible assets and life insurance policies
of certain executives.

Liquidity and Capital Resources
         Cash  Flows  from  Operating  Activities.  Net cash  used in  operating
activities was $1,173,000 and $2,210,000 for the three and six months ended June
30, 1997, respectively,  as compared to cash provided by operating activities of
$604,000 and $188,000 for the second  quarter and six months ended June 30, 1996
respectively.  The decrease in cash provided by operating  activities  for those
periods was primarily due to lower profits,  increased  working capital needs in
1997 as compared to 1996 and required raw material and in-process inventories as
a result of the Company's new part and component manufacturing capabilities.  In
particular,  the second quarter  inventory  increase was primarily the result of
the Company  reinstituting  a product  stocking  program  comparable to what was
maintained  in prior years and building  stock for the  Heilig-Meyers  Furniture
Company job which was formally awarded in early July 1997. The Company continued
to  maintain  a  stock  of  approximately  one  month's  volume  of  panels  and
worksurfaces  at June 30,  1997 to enable to the  Company to respond  quickly to
customer  orders.  Additionally,  the Company  instituted a one-week  quick ship
program for certain  products  during the course of the second  quarter of 1997.
The Company  anticipates that  inventories will decrease  somewhat over the next
several quarters.  Trade accounts receivable decreased by approximately $232,000
during the second  quarter of 1997 due to increased  collection  efforts and the
correction of the shipping  problems that occurred in early 1997,  which allowed
the Company to reduce terms that were previously extended for certain customers.
The Company believes that future  receivable  growth from increased sales volume
will  continue  to be  tempered  with  decreases  in the  number  of days  sales
outstanding.

         Cash  Flows  from  Investing  Activities.  Net cash  used in  investing
activities  was $93,000 and  $466,000  for the three and six months  ended 1997,
respectively,  as compared to $459,000 and $670,000 for the three and six months
ended June 30,  1996,  respectively.  The  decrease  in the second  quarter  and
through the first six months is due to the purchase of equipment  from the Birum
Corporation  in 1996.  The 1997 capital  expenditures  are  primarily due to the
growth of the Company over the past year and expenditures on its new information
system.  The  Company  anticipates  that  capital  spending  for 1997 will range
between  $1.5  million  and $2  million  during  1997.  The  source of funds for
anticipated capital spending will be funds from operations as well as borrowings
on the line of credit.

         Cash  Flows  from  Financing  Activities.  Net cash  used in  financing
activities  was $42,000 and $89,000  during the second quarter and six months of
1997.  This  represented  principal  payments on outstanding  long-term debt and
capital  leases.  Net cash provided by financing  activities of $10,293,000  and
$10,753,000  for the  second  quarter  and  six  months  ended  June  30,  1996,
respectively,  was primarily the result of the initial public offering offset by
distributions to former stockholders and the payoff of debt balances.
         During the second quarter,  the Company  renegotiated  and expanded its
revolving  line of credit  with a bank.  The new credit  facility  provides  for
borrowings up to $10,000,000 through May 1998 as opposed to a $5,000,000 line of
credit under the old facility.  The borrowings  bear interest at varying amounts
depending on the Company  meeting and  maintaining  certain levels of income for
the four most recent  quarters.  There were no outstanding  borrowings under the
line at June 30, 1997.  Advances under the line are secured by substantially all
assets and are limited to  specified  percentages  of accounts  receivables  and
inventories. The Company believes that this expanded line of credit will provide
it with significant operating flexibility over the next year.

         Expected  Future Cash Flows.  Cash  provided  by  operating  activities
should increase as profitability  growth should exceed the growth in receivables
and  inventory.  The Company  anticipates  that current cash  balances plus cash
flows from operating  activities  and  borrowings  under its credit line will be
adequate to fund its capital expenditures and business acquisition strategy.

         The Company  plans to continue  evaluating  future  strategic  business
combinations to complement the existing business and expand the geographic range
of the business.

Seasonality and Impact of Inflation

         Historically, the Company has experienced lower net sales levels in the
second  and third  quarters  of the year and  increased  levels in the first and
fourth  quarters.  The Company  believes  that this  seasonal  increase in sales
volume is due to the tendency of  customers to expend funds  budgeted for office
furniture either early in the calendar year or after the summer vacation season.
The  Company  believes  that its new  product  offerings  will  enable  it to be
somewhat more competitive on a year-round basis.  Because the Company recognizes
revenues upon shipment and typically ships workstations within three 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
results 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 in the future by inflation.

Impact of New Accounting Standards

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement  No.  128,  Earnings  Per Share,  which is  required  to be adopted on
December  31,  1997.  At that time the  Company  will be  required to change the
method  currently  used to compute  earnings  per share and to restate all prior
periods.  Under the new requirements for calculating primary earnings per share,
the dilutive  effect of stock  options will be excluded.  Had Statement 128 been
applied  to the  period  presented  herein,  there  would have been no change in
earnings  per share,  since the  Company's  presently  outstanding  options  are
anti-dilutive.

         In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, Reporting  Comprehensive  Income,  which establishes  standards for the
reporting and display of  comprehensive  income and its components in a full set
of general purpose financial statements.  This statement requires that all items
that are required to be recognized under  accounting  standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial  statements.  The Company is not required
to adopt the  provisions  of Statement No. 130 until 1998.  Management  does not
believe the adoption of Statement No. 130 will have a significant  impact on its
financial statements.

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 1997 and any interim period to differ  materially  from those
expressed  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 6 of the  Company's  Form  10-KSB for the fiscal year ended
December 31, 1996, a copy of which is on file with the  Securities  and Exchange
Commission.  The Company assumes no duty to update any of the statements of this
report.


<PAGE>


                             OPEN PLAN SYSTEMS, INC.

                                     PART II
                                OTHER INFORMATION

Item 1.       Legal Proceedings

              None

Item 2.       Changes in Securities

              Not Applicable

Item 3.       Defaults upon Senior Securities

              Not Applicable

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

              On May 13,  1997,  the  Registrant  held  its  annual  meeting  of
              shareholders.  Seven  (7)  persons  were  elected  to the Board of
              Directors,  divided into Classes I, II and III. Directors in Class
              I shall  serve for a term of one (1) year  expiring on the date of
              the annual  meeting of  shareholders  in 1998,  Class II directors
              shall serve for terms of two (2) years expiring on the date of the
              annual  meeting of  shareholders  in 1999, and Class III directors
              shall  serve for terms of three (3) years  expiring on the date of
              the annual meeting of  shareholders  in 2000, with members of each
              class to hold office until their  respective  successors  are duly
              elected  and  qualified.  Set  forth  below  are the  names of the
              persons  elected at the May 1997 annual meeting as directors,  the
              class in which  they  serve,  and the vote  totals  for each  such
              director:

<TABLE>
<CAPTION>

                                                                For                           Withheld

                                                               Number                          Number
                                                              of Votes                        of Votes
<CAPTION>
                <S>                                             <C>                              <C>                  
                Class I - Terms Expire 1998

                      Gary M. Farrell                           4,177,237                         36,850

                      C.T. Hill                                 3,912,089                        301,998



Item 4 (continued)


                Class II - Terms Expire 1999

                      Anthony F. Markel                         4,177,237                         36,850

                      Theodore L. Chandler, Jr.                 3,912,089                        301,998

                Class III - Terms Expire 2000

                      Stan A. Fischer                           4,177,237                         36,850

                      Troy A. Peery, Jr.                        4,175,616                         38,471

                      Robert F. Mizell                          4,065,532                        148,555
</TABLE>


                      The only other  matter  considered  at the May 1997 Annual
              Meeting was the  ratification  of the  appointment  of the firm of
              Ernst & Young LLP as  independent  auditors for the Registrant for
              the fiscal  year  ending  December  31,  1997.  The vote total for
              approval of this matter is set forth below:

<TABLE>
<CAPTION>

                                                                                         Number
                                                                                        of votes
<CAPTION>
                           <S>                                                         <C>

                           For.................................................        3,934,661

                           Against ...........................................            21,150

                           Abstain ...........................................           144,950

</TABLE>

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-B.
<TABLE>
<CAPTION>

                  Exhibit No.    Description
                ---------------- --------------------------------------------------------------
<CAPTION>
                    <S>          <C>

                     10.1        $10,000,000 Line of Credit Agreement with Crestar Bank

                      11         Schedule Re: Computation of Per Share Earnings

                      27         Financial Data Schedule (filed electronically only)
</TABLE>

              (b)  Reports on Form 8-K

                  None



<PAGE>


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                                        OPEN PLAN SYSTEMS, INC.
                                             ----------------------------------
                                                             (Registrant)



Date:      August 12, 1997                              /s/ Stan A. Fischer
                                              ----------------------------------
                                                            Stan A. Fischer
                                                              President



Date:      August 12, 1997                             /s/ Gary M. Farrell
                                             -----------------------------------
                                                           Gary M. Farrell
                                                        Chief Financial Officer



Date:      August 12, 1997                            /s/ Neil F. Suffa
                                            ------------------------------------
                                                          Neil F. Suffa
                                                       Corporate Controller



<PAGE>


                                          OPEN PLAN SYSTEMS, INC.

                                              EXHIBIT INDEX

<TABLE>
<CAPTION>

             Exhibit No.       Description
             ----------------- ---------------------------------------------------------------
<CAPTION>
             <S>               <C>

             10.1              $10,000,000 Line of Credit Agreement with Crestar Bank

             11                Schedule Re: Computation of Per Share Earnings

             27                Financial Data Schedule (filed electronically only)
</TABLE>