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 September 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,                                 
  Building C, Richmond, Virginia                      23222
(Address of principal executive office)              (Zip Code)

                                 (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 October 31, 1997.

Transitional Small Business Disclosure Format (check one):   Yes         No   X

<PAGE>
 
                             OPEN PLAN SYSTEMS, INC.

                                    Contents


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

           Consolidated Balance Sheets - September 30, 1997 (unaudited)                                1
              and December 31, 1996
 
           Consolidated Statements of Operations- Three months and nine months                         2
              ended September 30, 1997 and 1996 (unaudited)

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

           Notes to Consolidated Financial Statements - September 30, 1997                             5

Item 2.    Management's Discussion and Analysis of                                                     7
           Financial Condition and Results of Operations


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                          15

Item 2.    Changes in Securities and Use of Proceeds                                                  15

Item 3.    Defaults Upon Senior Securities                                                            15

Item 4.    Submission of Matters to a Vote of                                                         15
              Security Holders

Item 5.    Other Information                                                                          15

Item 6.    Exhibits and Reports on Form 8-K                                                           15


SIGNATURES

</TABLE>

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

<TABLE>
<S>                                                                      <C>                   <C>
                                                                          September 30,      December 31
                                                                                1997              1996
                                                                         -------------------------------------
                                                                            (Unaudited)
   Assets
   Current assets:
      Cash and cash equivalents                                            $          269     $        3,066
      Trade accounts receivable, net                                                6,960              5,252
      Inventories                                                                   9,692              6,807
      Prepaids and other                                                              671                431
      Refundable income taxes                                                         713                385
      Deferred income taxes                                                           141                 52
                                                                         -------------------------------------
   Total current assets                                                            18,446             15,993

   Property and equipment, net                                                      3,123              2,698
   Goodwill, net                                                                    4,486              4,621
   Other                                                                              527                398
                                                                         -------------------------------------
   Total assets                                                            $       26,582   $         23,710
                                                                         =====================================

   Liabilities and stockholders' equity
   Current liabilities:
      Trade accounts payable                                             $                  $           1,457
                                                                                    2,452
      Accrued compensation                                                            314                247
      Other accrued liabilities                                                       262                150
      Customer deposits                                                               579                655
      Line of credit                                                                2,026               -
      Current portion of long-term debt and capital lease
        obligations                                                                   153                212
                                                                         -------------------------------------
   Total current liabilities                                                        5,786              2,721

   Deferred income taxes                                                              131                106
   Long-term debt and capital lease obligations, less current
      Portion                                                                          17                 92
                                                                         -------------------------------------
   Total liabilities                                                                5,934              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                                                               423                566
                                                                         -------------------------------------
   Total stockholders' equity                                                      20,648             20,791
                                                                         -------------------------------------
   Total liabilities and stockholders' equity                              $       26,582   $         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                  Nine Months ended
                                                                   September 30                        September 30
                                                               1997            1996              1997              1996
                                                         ---------------------------------------------------------------------
<S>                                                       <C>               <C>            <C>                 <C> 
Net sales                                                 $      9,408      $     4,401    $     23,009        $    14,946

Cost of sales                                                    6,864            3,054          16,850              9,962
                                                         ---------------------------------------------------------------------
                                                                                          
Gross profit                                                     2,544            1,347           6,159              4,984

Operating expenses:
   Amortization of intangibles                                      69                -             207                  -
   Selling and marketing                                         1,766              730           4,520              2,212
   General and administrative                                      530              390           1,831              1,005
                                                         ---------------------------------------------------------------------
                                                                 2,365            1,120           6,558              3,217
                                                         ---------------------------------------------------------------------
Operating (loss) income                                            179              227            (399)             1,767

Other (income) expense:
   Interest expense                                                 18                7              37                131
   Interest income                                                  (2)            (140)            (62)              (187)
   Other, net                                                      (17)              (4)            (30)               (18)
                                                         ---------------------------------------------------------------------
                                                                    (1)            (136)            (55)               (75)
                                                         ---------------------------------------------------------------------
Income (loss) before income taxes                                  180              363            (344)             1,842

Income tax expense (benefit)                                        33              147            (201)               169
                                                         ---------------------------------------------------------------------
Net income (loss)                                        $         147      $       216    $       (143)       $     1,673
                                                         =====================================================================

Earnings (Loss) per common share                                 $ .03            $ .05          $ (.03)
                                                         ====================================================
                                                         
Weighted average common shares outstanding                       4,473            4,385           4,473
                                                         ====================================================

Pro forma income data:
   Pro forma income before income taxes                                                                      $       1,842
   Pro forma provision for income taxes                                                                                718
                                                                                                             -----------------
   Pro forma net income                                                                                      $       1,124
                                                                                                             =================  
   Pro forma earnings per common share                                                                       $         .33
                                                                                                             =================

   Weighted average common shares outstanding                                                                        3,411
                                                                                                             =================
</TABLE>

       See accompanying notes.


<PAGE>

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


<TABLE>
<CAPTION>

                                                                 Three Months ended                 Nine Months ended 
                                                                     September 30                       September 30
                                                               1997             1996             1997              1996
                                                         ---------------------------------------------------------------------
<S><C>                                                     <C>              <C>              <C>               <C>    
Operating activities
Net income (loss)                                          $         147    $         216    $        (143)    $       1,673
Adjustments to reconcile net income (loss) to net
   cash (used) provided by operating activities:
   Provision for losses on receivables                                50                2               58                15
   Depreciation and amortization                                     211               74              629               170
   (Gain)loss on sale of property                                      -               (3)               4                 -
   Deferred income taxes                                             (17)              11              (63)               (6)
   Changes in operating assets and liabilities:
     Accounts receivable                                          (1,898)            (112)          (1,800)             (510)
     Inventories                                                    (487)            (409)          (2,881)           (1,340)
     Prepaids and other                                             (196)            (143)            (755)             (125)
     Trade accounts payable                                          551               74            1,039               233
     Customer deposits                                              (120)              62              (80)               37
     Accrued and other liabilities                                   134               90              157               (97)
                                                         ---------------------------------------------------------------------
Net cash (used) provided by operating activities                  (1,625)            (138)          (3,835)               50

Investing activities
Purchases of property and equipment                                 (388)            (535)            (862)           (1,260)
Proceeds from the sale of property and equipment                       -                -                8                64
Other                                                                  -              (64)               -               (73)
                                                         ---------------------------------------------------------------------
Net cash used in investing activities                               (388)            (599)            (854)           (1,269)
</TABLE>
<PAGE>

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


<TABLE>
<CAPTION>

                                                                 Three Months ended                 Nine Months ended 
                                                                    September 30                      September 30
                                                               1997             1996             1997              1996
                                                         ---------------------------------------------------------------------
<S>                                                      <C>              <C>              <C>                <C> 
Financing activities
Advances to stockholders                                 $             -  $             -  $             -    $         (306)
Repayment of advances to stockholders                                  -               22                -                84
Net (repayments) borrowings on revolving line of
   credit                                                          2,026                -            2,026            (2,706)
Principal payments on long-term debt, and capital
   lease  obligations                                                (45)            (244)            (134)             (341)
Proceeds from sale of common stock                                     -                -                -            17,560
Distributions to stockholders                                          -                -                -            (3,760)
                                                         ---------------------------------------------------------------------
Net cash (used) provided by financing activities                   1,981             (222)           1,892            10,531
                                                         ---------------------------------------------------------------------

Increase (Decrease) in cash and cash equivalents                     (32)            (959)          (2,797)            9,312

Cash and cash equivalents at beginning of period                     301           10,513            3,066               242
                                                         ---------------------------------------------------------------------
Cash and cash equivalents at end of period               $           269   $        9,554  $           269    $        9,554
                                                         =====================================================================

Supplemental disclosures
Interest paid                                            $            18   $            7  $            37    $          131
                                                         =====================================================================

Income taxes paid                                        $            30   $          261  $           136    $          261
                                                         =====================================================================

Summary of non-cash transactions

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

Notes payable for equipment                               $            -   $            -   $            -    $          502
                                                         =====================================================================

</TABLE>

See accompanying notes.
<PAGE>
                                         OPEN PLAN SYSTEMS, INC.

                          Notes to Consolidated Financial Statements (Unaudited)

                                            September 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 nine month  periods  ending  September  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>

                                              September 30       December 31
                                                 1997               1996
                                           -------------------------------------
                                              (Unaudited)
<S>                                             <C>                <C>
Components and fabric                           $5,033             $3,355
Jobs in process and finished goods               4,659              3,452
                                           -------------------------------------
                                                $9,692             $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  its 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.  Outstanding  borrowing  under  the  line  of  credit  totaled
$2,026,000  at September 30, 1997 at a rate of 7.937%.  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 September 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.  Additionally,
in 1996,  with the  acquisition  of certain  manufacturing  equipment from Birum
Corporation, the Company acquired the ability to manufacture "new" Work Stations
in an effort to  broaden  its  customer  base.  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    Nine Months Ended
                                                     September 30,         September 30,
                                                    1997        1996      1997      1996
<S>                                             <C>         <C>        <C>          <C> 
Net sales                                         100.0%      100.0%     100.0%     100.0%
Cost of sales                                      73.0        69.4       73.2       66.7
                                                ----------- ---------- ---------- -----------
Gross profit                                       27.0        30.6       26.8       33.3
Amortization of intangibles                         0.7         0.0         .9        0.0
Selling and marketing expenses                     18.8        16.5       19.6       14.8                  14.8
General and administrative expenses                 5.6         8.9        8.0        6.7
                                                ----------- ---------- ---------- -----------
Operating (loss) income                             1.9         5.2       (1.7)      11.8
Other (income) expense                              0.0        (3.0)      (0.2)      (0.5)
                                                ----------- ---------- ---------- -----------
Net income (loss) before income taxes               1.9         8.2       (1.5)      12.3
Provision for (benefit from) income taxes           0.3         3.3        (.9)       1.1
                                                ----------- ---------- ---------- -----------
Net income (loss)                                   1.6%        4.9%       (.6)%     11.2%
                                                =========== ========== ========== ===========
</TABLE>

Comparison  of Three  Months  and  Nine  Months  Ended  September  30,  1997 and
September 30, 1996

     Sales. Sales for the three months ended September 30, 1997 were $9,408,000,
an increase of approximately  $5,007,000 or 113.8% over the same period in 1996.
Sales  for the nine  months  ending  September  30,  1997 were  $23,009,000,  an
increase of  $8,063,000  or 53.9% over the same period in 1996.  The increase in
the third quarter and year-to-date  sales was principally due to the acquisition
of Total Facilities  Management (TFM) and the first major  installation of a new
panel line in an order that totaled $1.5 million.  Sales for the Company's sales
offices which were open in the first three  quarters of 1996 and 1997  increased
from prior year levels on a quarter on quarter basis but decreased slightly from
prior  year-to-date  levels.  Certain  of  the  Company's  newer  sales  offices
continued to provide  lower than  expected  results.  Additionally,  the Company
experienced increased sales discounting pressure during the most recent quarter.
This  discounting  pressure  came  primarily  from several  large  projects with
national companies that were completed during the quarter. The Company is in the
process of refining its marketing  efforts around its traditional  core customer
market where, historically, there has been less discounting pressure. This trend
may continue,  however,  for the next quarter or two until sales office training
initiatives have been completed The Company purchased certain assets of a Herman
Miller  remanufacturer  from bankruptcy court in Dallas,  Texas during the third
quarter  of 1997 and  extended  the lease on the  facilities  it  occupied.  The
Company  anticipates  reopening the  manufacturing  facility as the first of its
limited  manufacturing  hubs,  along with a second  facility,  during the fourth
quarter.  Additionally, the Company opened a sales office in Cincinnati, Ohio in
September  and opened a sales office in Baltimore  during  October.  The Company
does not expect these branches to  significantly  impact fourth quarter results.
The Company is also continuing to evaluate the impact that its various marketing
programs are having on sales in each market. Based on information generated from
the programs,  the Company is targeting its efforts on the most effective method
of promotion for each market.  Additionally,  the Company has added  salesmen to
branch  offices in order to increase the  visibility  and  marketing  efforts of
those  offices  and to  increase  production  from these  offices.  The  Company
believes  that while these  programs have been  initiated,  it will take several
quarters  for the Company to realize the  long-term  benefits to be derived from
these  strategies.  Cost of Sales.  The Company's cost of sales includes cost of
raw  materials  (new and used Work  Station  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 $3,810,000 in the third quarter of 1997 from the  $3,054,000
reported in the third quarter of 1996 and increased by $6,888,000  for the first
three quarters of 1997 as compared to the $9,962,000  reported in the comparable
period of 1996. The increase in cost of sales is primarily attributable to sales
volume  increases.  The gross margin  decreased to 27.0% in the third quarter of
1997 from  30.6% in the third  quarter  of 1996 and  decreased  to 26.8% for the
first  three  quarters of 1997 as compared  33.3% for the  comparable  period in
1996.  The gross margin  decreased  slightly in the third quarter from the 30.1%
reported in the second quarter.  These changes are primarily due to the programs
initiated  earlier in the year and further discussed 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 Work  Stations.  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 and second  quarters of 1997 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.  Unit  production  costs  continued  to decrease in the
quarter to below historical levels due primarily to these  initiatives.  Further
cost  reductions  are expected as these  initiatives  are  completed  during the
fourth quarter.  These savings were more than offset,  however, by the increased
levels  of  discounting   which  is  discussed  above.   This,  along  with  the
introduction  of the new panel system  line,  reduced  gross  margins on certain
large jobs below historical levels.

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 third quarter of 1997  increased to
$1,766,000  from  $730,000  in the  third  quarter  of  1996  and  increased  to
$4,520,000  for the first three  quarters of 1997 from  $2,212,000 for the first
three quarters of 1996. The increases were primarily  related to the acquisition
of TFM  Remanufactured  Furniture  as well as the  opening  of seven  new  sales
offices  during the past year.  The  Company,  as a result of its new  marketing
initiatives,  increased its advertising  expense by approximately 39% 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  approximately  $60,000 in
additional  expenses related to the restructuring of its sales office management
structure during the third 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  and  typically  are  less  sensitive  to
discounting  pressures,  therefore  generating higher gross profit margins.  The
Company is  encouraged  by the early  responses in markets  where the  Company's
previous  advertising  efforts  have not  succeeded.  Sales  in  those  branches
continued  to increase  quarter  over  quarter as they had earlier in 1997.  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 $530,000 in the third
quarter  of 1997 from the  $390,000  reported  in the third  quarter of 1996 and
increased to $1,831,000 for the first three quarters of 1997 from the $1,005,000
reported in the  comparable  period of 1996.  The increase for the third quarter
and through the first nine 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  $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 half of 1997 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 third
quarter  administrative  expenses decreased as a percentage of sales as compared
to the first and  second  quarters.  The  Company  will  begin  the  process  of
implementing a new management information system in the latter part of this year
and first half of next year which will  require the  Company to further  augment
its internal resources.  The Company believes that further reductions of general
and  administrative  expenses  as a  percentage  of sales will be  difficult  to
achieve and maintain during this transition period.

Other Non-Operating  Income and Expense.  Total other income and expense changed
from income of $136,000 and $75,000, for the third quarter and nine months ended
September 30, 1996, respectively,  to income of $1,000 and $55,000 for the third
quarter and nine months  ended  September  30, 1997,  respectively.  The primary
reason for the decrease is due to cash raised at the  Company's  initial  public
offering in 1996.  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 $201,000  for the nine months  ending
September 30, 1997 resulted from pre-tax losses  incurred by the Company through
September  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
$1,625,000  and  $3,835,000  for the three and nine months ended  September  30,
1997, respectively, as compared to cash used by operating activities of $138,000
and $50,000  provided by operations  for the third quarter and nine months ended
September  30,  1996  respectively.  The  increase  in cash  used  by  operating
activities  for those  periods  as  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.  Sales volumes have remained  consistently  strong,
resulting in  relatively  large  inventory  balances.  The Company  continued to
maintain a finished  goods stock of  approximately  one month's volume of panels
and  worksurfaces  at  September  30,  1997 to enable to the  Company to respond
quickly to customer  orders and to handle  orders under the  Company's  one-week
quick ship  program.  The Company  anticipates  that  inventories  will decrease
somewhat over the next several quarters.  Trade accounts receivable increased by
approximately  $1.9 million  during the third  quarter of 1997 due to the strong
sales volume  during the  quarter.  Subsequent  to the end of the  quarter,  the
Company collected  substantially all of the increase from the third quarter. 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
$388,000 and  $854,000  for the three and nine months  ended  September 30 1997,
respectively,  as  compared to $599,000  and  $1,269,000  for the three and nine
months ended September 30, 1996, respectively.  The decrease in cash used during
the third  quarter and  through the first nine 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,  the purchase of
assets in Dallas,  Texas and  expenditures  on its new information  system.  The
Company  anticipates  that  capital  spending  for 1997 will range  between $1.2
million and $1.5 million.  The source of funds for anticipated  capital spending
will be funds from operations as well as borrowings on the Company's $10,000,000
line of credit.  At September 30, 1997, the Company had borrowings of $2,026,000
under its line of credit.

Cash Flows from Financing Activities.  Net cash provided by financing activities
was $1,981,000 and $1,892,000  during the third quarter and nine months of 1997.
This represented  principal  payments on outstanding  long-term debt and capital
leases  more than  offset by  short-term  borrowings  on the  Company's  line of
credit.  Net cash used by financing  activities of $222,000 and cash provided by
financing  activities of $10,531,000 for the third quarter and nine months ended
September 30, 1996, respectively, was primarily the result of the initial public
offering offset by distributions  to former  stockholders and the payoff of debt
balances.
 
Expected  Future  Cash  Flows.  Cash  provided by  operating  activities  should
increase as  profitability  growth should exceed any growth in  receivables  and
inventory in the fourth quarter.  Additionally,  the collection of certain large
receivable  balances  should  substantially  increase  cash  flow in the  fourth
quarter. 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 by rounding out its product
offerings.  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 material change in earnings per share.

     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 and Use of Proceeds

              Not Applicable

Item 3.       Defaults upon Senior Securities

              Not Applicable

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

              Not Applicable

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
                ------------ ---------------------------------------------------
                <S> <C>      <C>
                

                    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:      November 12, 1997                              /s/ Stan A. Fischer
                                                    ----------------------------
                                                             Stan A. Fischer
                                                         Chief Executive Officer



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



Date:      November 12, 1997                             /s/ Neil F. Suffa
                                                     ---------------------------
                                                             Neil F. Suffa
                                                            Corporate Controller
<PAGE>

                             OPEN PLAN SYSTEMS, INC.
                                  EXHIBIT INDEX

<TABLE>
             <S>               <C>

             Exhibit No.     Description
             --------------- ---------------------------------------------------
             11              Schedule Re: Computation of Per Share Earnings

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



<PAGE>

                             OPEN PLAN SYSTEMS, INC.

                     EXHIBIT 11 - STATEMENT RE: COMPUTATION
                              OF PER SHARE EARNINGS
                    (amounts in thousands, except per share)

<TABLE>
<CAPTION>

                                                             Three Months Ended                      Nine Months ended
                                                                September 30                           September 30
                                                          1997                1996               1997                1996
                                                   -------------------------------------------------------------------------------
<S>                                                  <C>                 <C>                <C>                 <C>    <C>    <C>
Weighted average shares outstanding during the
   period                                                    4,472               4,385              4,472               3,256

Assumed exercise of options less assumed                         1                   -                  1                   -
   acquisition of shares

Average number of shares assumed outstanding
   during the period approximating the number of
   shares sold (at the initial offering price of
   $10) to fund the final S-Corporation
   distribution                                                  -                   -                  -                 155
                                                   -------------------------------------------------------------------------------
Total                                                        4,473               4,385              4,473               3,411
                                                   ===============================================================================

Net income (loss) used in computation                $         147       $         216      $        (143)
                                                   ===========================================================

Earnings (loss) per common share                     $         .03       $         .05      $        (.03)
                                                   ===========================================================

Pro forma net income used in computation                                                                        $       1,124
                                                                                                              ====================

Pro forma earnings per common share                                                                             $         .33
                                                                                                                =============  
</TABLE>