================================================================================
                       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, 1996

             [ ] 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
 incorporation or organization)                   Identification No.)

     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 practical date:

      Common Stock, no par value - 4,472,433 shares as of November 14, 1996.


<PAGE>



                             OPEN PLAN SYSTEMS, INC.

                                    Contents


PART I. FINANCIAL INFORMATION                                       PAGE

Item 1. Financial Statements

        Balance Sheets - September 30, 1996 (unaudited) and 
         December 31, 1995                                            1

        Statements of Income - Three months and Nine months           2
         ended September 30, 1996 and 1995 (unaudited)

        Statements of Cash Flows - Nine months                        3
         ended September 30, 1996 and 1995 (unaudited)

        Notes to Financial Statements - September 30, 1996            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


SIGNATURES




<PAGE>




                             OPEN PLAN SYSTEMS, INC.
                                     PART I
                              FINANCIAL INFORMATION
                          Item 1: Financial Statements
                                 Balance Sheets

                                                  September 30 December 31
                                                      1996        1995
                                                  (Unaudited)
Assets
Current assets:
  Cash and cash equivalents                        $9,554,080   $  241,564
  Trade accounts receivable, net                    3,585,814    3,091,607
  Inventories                                       5,384,895    4,045,144
  Prepaids and other                                  355,764      360,345
  Refundable income taxes                              85,500           --
  Deferred income taxes                                34,000           --
                                                  -------------------------
Total current assets                               19,000,053    7,738,660

Property and equipment, net                         2,281,262      753,575
Advances to stockholders                                   --      377,663
Other                                                 267,230      139,587
                                                  -------------------------
Total assets                                       $21,548,545  $9,009,485
                                                  =========================

Liabilities and stockholders' equity 
Current liabilities:
  Notes payable                                    $  300,000    $      --
  Revolving line of credit                                 --    2,706,000
  Trade accounts payable                              966,795      733,997
  Accrued and other liabilities                       323,427      419,266
  Customer deposits                                   373,920      336,634
  Current portion of long-term debt and capital
     lease obligations                                196,655      182,666
   
                                                  -------------------------
Total current liabilities                           2,160,797    4,378,563

Deferred income taxes                                  28,000           --
Long-term debt and capital lease obligations,
less current                                          150,815      303,733
  portion
                                                  -------------------------
Total liabilities                                   2,339,612    4,682,296

Stockholders' equity:
  Common stock, no par value:
   Authorized shares - 50,000,000
   Issued and outstanding shares - 4,384,933 at
     September 30, 1996 and 2,429,933 at
     December 31, 1995                             18,775,109    1,215,299
  Additional capital                                  136,971           --
  Retained earnings                                   296,853    3,111,890
                                                  -------------------------
Total stockholders' equity                         19,208,933    4,327,189
Total liabilities and stockholders' equity         $21,548,545  $9,009,485
                                                  =========================

See accompanying notes.

                                       1
<PAGE>



                             OPEN PLAN SYSTEMS, INC.


                        Statements of Income (Unaudited)



                                  Three Months ended        Nine Months ended
                                     September 30             September 30

                                   1996       1995           1996       1995
                                ---------------------    ----------------------

Net sales                       $4,401,537$3,382,018     $14,946,370$11,048,067
Cost of sales                    3,054,485 2,280,039       9,962,146  7,448,223
                               ---------------------      ---------------------
Gross profit                     1,347,052 1,101,979       4,984,224  3,599,844

Operating expenses:
  Selling and marketing            730,041   443,993       2,212,525  1,370,501
  General and administrative       390,087   262,029       1,005,063    733,329
                               ---------------------     ----------------------
                                 1,120,128   706,022       3,217,588  2,103,830
                               ---------------------     ----------------------
Operating income                   226,924   395,957       1,766,636  1,496,014
Other (income) expense:
  Interest expense                   7,458    32,538         130,555    109,683
  Interest income                 (140,402)   (5,009)       (187,418)   (22,508)
  Other, net                        (3,489)    5,630         (18,440)    (3,640)
                                ---------------------    ----------------------
                                  (136,433)   33,159         (75,303)    83,535
                                ---------------------    ----------------------
Income before income taxes         363,357   362,798       1,841,939  1,412,479

Provision for income taxes         147,000        --         169,000         --
                                ---------------------    ----------------------
Net income                       $ 216,357 $  362,798     $1,672,939 $1,412,479
                                =====================    ======================

Earnings per common share       $      .05
                                 ==========
                              
Weighted average common shares    4,384,933
outstanding
                                 ==========
                               

Pro forma income data (Note 5):
  Pro forma income before 
     income taxes                           $ 362,798     $1,841,939 $1,412,479
                                                          ----------------------
  Pro forma provision for 
     income taxes                             143,000        718,000    559,000
                                            ---------     ----------------------
  Pro forma net income                     $  219,798     $1,123,939 $  853,479
                                           ===========    ======================

  Pro forma earnings 
     per common share                      $      .08     $      .33 $      .31
                                           ===========    ======================

  Weighted average common 
     shares                                2,713,435       3,410,803  2,721,101
outstanding                                ===========    ======================

See accompanying notes.

                                       2
<PAGE>




                             OPEN PLAN SYSTEMS, INC.

                      Statements of Cash Flows (Unaudited)




                                                       Nine Months ended
                                                         September 30
                                                        1996        1995
                                                     -----------------------
Operating activities
Net income                                            $1,672,939  $1,412,479
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Provision for losses on receivables                   15,376      37,053
   Depreciation and amortization                        170,386      89,280
   Losses on disposal of property and equipment               --       1,814
   Deferred income taxes                                 (6,000)          --
   Deferred rent                                        (19,227)    (28,251)
   Increase in cash surrender value of life
     insurance                                          (53,006)    (31,986)
   Changes in operating assets and liabilities:
     Trade accounts receivable                         (509,583)   (546,303)
     Inventories                                     (1,339,751)   (683,506)
     Prepaids and other                                 (72,619)   (157,645)
     Trade accounts payable                             232,798     454,211
     Customer deposits                                   37,286    (240,478)
     Accrued and other liabilities                      (78,241)    137,737
                                                     -----------------------
Net cash provided by operating activities                50,358     444,405

Investing activities
Proceeds from sale of property and equipment             63,648           --
Purchases of property and equipment                    (842,400)   (296,913)
Acquisition of equipment from Birum Corporation        (417,321)          --
Other                                                   (73,008)     11,061
                                                     -----------------------
Net cash used in investing activities                (1,269,081)   (285,852)


                                       3

<PAGE>




                             OPEN PLAN SYSTEMS, INC.

                  Statements of Cash Flows (Unaudited) (continued)




                                                       Nine Months ended
                                                          September 30
                                                        1996       1995
Financing activities
Advances to stockholders                             $ (305,652)$ (356,610)
Repayment of advances to stockholders                    84,143    200,000
Net (repayments) borrowings on revolving line        (2,706,000)   771,000
of credit
Principal payments on notes payable, long-term
debt,                                                  (340,929)   (42,000)
  and capital lease obligations
Proceeds from sale of common stock                   17,559,810          --
Purchase of common stock                                      --   (144,902)
Distributions to stockholders                        (3,760,133)  (791,477)
                                                     -----------------------
Net cash provided (used) by financing activities     10,531,239   (363,989)
                                                     -----------------------
                                                     -----------------------

Increase (decrease) in cash and cash equivalents      9,312,516   (205,436)

Cash and cash equivalents at beginning of period        241,564    206,136
                                                     =======================
Cash and cash equivalents at end of period           $9,554,080 $      700
                                                     =======================
                                                     =======================

Supplemental disclosures
Interest paid                                        $  130,555 $  109,683
                                                     =======================
                                                     =======================

Income taxes paid                                    $  260,500 $       --
                                                     =======================

Summary of noncash transactions
Issuance of notes payable for equipment              $  502,000 $       --
                                                     =======================

Amounts offset against advances to stockholders:
  Distributions to stockholders                      $  590,872 $  156,296
                                                     =======================
                                                     =======================

  Purchase of common stock                           $       -- $   12,500
                                                     =======================


See accompanying notes.

                                       4
<PAGE>



                             OPEN PLAN SYSTEMS, INC.


               Notes to Financial Statements (Unaudited) (continued)

                               September 30, 1996

1. Basis of Presentation

The accompanying unaudited 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  ended  September  30,  1996 are not  necessarily
indicative  of the  results  that may be  achieved  for the entire  year  ending
December 31, 1996 or for any other interim period.

2. Inventories

Inventories are in two main stages of completion and consisted of the following:

                                      September 30 December 31
                                          1996         1995
                                      -------------------------
                                      -------------------------
                                       (Unaudited)

Components and fabric                  $3,449,122  $2,103,176
                                      -------------------------
Jobs in process and finished goods      1,935,773   1,941,968
                                      -------------------------
                                      =========================
                                       $5,384,895  $4,045,144
                                      =========================

3. Contingencies

The Company guarantees certain bank borrowings of five stockholders  aggregating
$205,734 at September 30, 1996. The loans were made to enable the individuals to
purchase shares of the Company's common stock.  These loans bear interest at the
prime rate plus 1.50% and are  scheduled  to be fully  paid by April  1999.  The
75,000 shares of common stock held by these stockholders serve as collateral for
the loans.
                                       5
<PAGE>

4. 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 June 1, 1996. The undistributed  balance of retained earnings
of $136,971 as of June 1, 1996 has been reclassified to additional capital.

5. 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 declared  S-Corporation  distribution of $2,695,438  which
was paid from the proceeds of the offering.

6. Acquisitions

On October 1, 1996, the Company acquired all of the outstanding  common stock of
Immaculate  Eagle, Inc. (d/b/a TFM Total Facilities  Management)  ("TFM") for an
aggregate  purchase price of $5,250,000  (excluding  transaction  costs). TFM is
located  in  Lansing,  Michigan  and is a  specialized  remanufacturer  of panel
systems produced by Haworth, Inc. Consideration for the acquisition consisted of
cash of  $3,937,500  and 87,500  shares of common stock valued at a price of $15
per share.  The 87,500  shares will be held in escrow  until  October 1, 1998 as
security for  indemnification  obligations  of the former  stockholders  of TFM.
Under the terms of the  purchase  agreement,  if the closing  sales price of the
Company's common stock on October 1, 1998 is less than $15 per share (subject to
certain  adjustments),  the  Company  will  make a cash  payment  to the  former
stockholders  equal to the  difference  between the closing  sales price on that
date  and  $15,  multiplied  times  the  87,500  shares  of  common  stock.  The
acquisition will be accounted for as a purchase and, accordingly, the operations
of TFM will be included in the Company's  financial  statements from the date of
acquisition.

                                       6
<PAGE>


6. Acquisitions (continued)

On  June  17,  1996,  the  Company   purchased   certain  equipment  from  Birum
Corporation.  Total consideration amounted to approximately $920,000,  including
transaction  costs.  In  connection  with  this  purchase,  the  Company  issued
short-term,  non-interest  bearing  notes payable to the seller in the amount of
$502,000.  The  balance  outstanding  on these notes at  September  30, 1996 was
$300,000 and was fully repaid on October 17, 1996.

                                       7
<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. In the third quarter of
1996,  the Company began  manufacturing  a line of new  workstations  to be sold
through  the branch  sales  offices  and its dealer  network to  supplement  the
traditional remanufactured product offerings.

      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. Since most of the Company's orders are shipped within
three weeks of booking the order,  the  Company  has no  significant  backlog of
orders and forecasting short-term revenue levels is difficult.  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.

                                       8
<PAGE>


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,
                                   1996      1995         1996       1995
                                   ----      ----         ----       ----

<S>                               <C>       <C>          <C>        <C>    
Net Sales......................   100.0%    100.0%       100.0%     100.0%
Cost of sales..................    69.4      66.7         67.4       67.4
                                  -----     -----        -----      -----
Gross profit...................    30.6      32.6         33.3       32.6
Selling and marketing expernses    16.5      13.2          4.8       12.5
General and administrative 
  expenses....................      8.9       7.7          6.7        6.6
                                  -----     -----         -----     -----
Operating income .............      5.2      11.7         11.8        3.5
                                                                               
Other (income) expenses ......     (3.1)      1.0          0.5        0.7
                                  -----     -----        -----      -----
Net income before income .....      
    taxes ....................      8.3      10.7         12.3        2.8
Provision for income taxes ...      3.4     (1.1)          0.0        0.0

Net income ...................      4.9%    12.8%         10.7%      11.2%
                                   =====    =====         =====      =====

</TABLE>
                                                                    


   Comparison of Three and Nine months Ended September 30, 1996 and 
                       September 30, 1995

      Sales. Sales in the three months ended September 30, 1996 were $4,402,000,
an increase of $1,020,000  or 30.3% over the same period in 1995.  Sales for the
first nine months of 1996 were  $14,946,000,  an increase of $3,898,000 or 35.3%
over the same  period in 1995.  The  increases  were  primarily  from  increased
same-office  sales,  and  modest  sales from  three new  offices,  as well as an
unusually  large  brokerage  sale of $780,000 in April,  1996.  The new offices,
located in Chicago,  Illinois,  New York, New York, and Raleigh,  North Carolina
were opened  during the fourth  quarter 1995,  the first  quarter 1996,  and the
third quarter  1996,  respectively,  and replaced the two Florida  offices which
were closed in 1995.  The new offices  performed at sales levels typical for new
sales offices in their initial  months of  operation.  The Company  believes the
increase in same-office sales is the result of additional market penetration and
an increase in the experience of its sales force. An additional  sales office in
the Norfolk, Virginia area was opened in early October, 1996.

      Cost of Sales.  The Company's cost of sales includes cost of raw materials
(used  Work  Station  components,   new  fabric,  laminate,   paint,  and  other
materials), labor, supplies, freight, utilities, and other manufacturing related
expenses. During the third quarter of 1996, 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 from Birum Corporation and commenced operations of its
metal fabrication  facility.  This facility  manufactures  metal component parts
used in the remanufacturing process and in the Company's line of new furniture.
                                       9
<PAGE>

      The  increase in cost of sales of $774,000  for the third  quarter of 1996
and  $2,514,000 in the first nine months of 1996 was primarily  attributable  to
increased sales volume.  The gross profit margin decreased during the quarter to
30.6% from 32.6% in the same  period last year.  The gross  margin for the first
nine months of 1996 was 33.3% compared to 32.6% for the same period in 1995. The
decrease in the third quarter was  primarily the result of the costs  associated
with the establishment of the new metal fabrication  facility.  The increase for
the first nine months of 1996 was mainly  attributable  to economies of scale in
purchases of component  parts and in cost  reductions  realized in the Company's
wood fabrication operations that were commenced in the fourth quarter of 1995.

      Component  and fabric costs  increased  $278,000 or 23.1% for the quarter,
and  $1,225,000  or 31.4% for the first nine months of 1996.  As a percentage of
sales,  component and fabric costs decreased from 35.6% to 33.7% for the quarter
and from  35.3% to  34.3%  in the  first  nine  months.  The  decreases  are due
primarily to cost reductions realized in the wood fabrication  facility and to a
lesser extent in the metal fabrication facility.

      Remanufacturing  costs  increased  $496,000  or 46.1% for the  quarter and
$1,289,000 or 36.4% for the first nine months of 1996.  Compensation  costs, the
largest single component of remanufacturing  costs,  increased $167,000 or 35.3%
for the quarter and $640,000 or 45.1% for the first nine months. Compensation as
a percentage of sales increased to 14.6% from 14.0% in the quarter and increased
from 12.7% to 13.7% in the first nine  months of 1996.  The  increases  were due
primarily to staffing of the wood and metal  fabrication  facilities  that began
operations in the fourth quarter, 1995 and third quarter, 1996 respectively. The
Company  believes  that  the  costs  associated  with  the  operation  of  these
facilities is more than  outweighed  by the  reduction in materials  costs which
would otherwise be incurred.  Other  remanufacturing costs increased $329,000 or
54.7% for the third  quarter and  $649,000 or 30.3% for the first nine months of
1996  primarily  as a result of  expenses  incurred  in  establishing  the metal
fabrication  facility in the third  quarter of 1996.  As a percentage  of sales,
these costs  increased to 21.2% from 17.8% for the quarter ended a year earlier,
and decreased to 18.7% from 19.4% for the nine month period ended  September 30,
1996.
                                       10
<PAGE>

      Selling and Marketing Expenses. The most significant selling and marketing
expenses are 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 name  recognition and generate sales leads that may contribute
to sales in later periods.

      During  the third  quarter  and first  nine  months of 1996,  the  Company
continued to expand its marketing through increased advertising and expansion of
its  telemarketing  efforts begun in 1995.  Salesperson  compensation  increased
$183,000  or 69.0%  during the third  quarter and  $407,000 or 49.9%  during the
first  nine  months  as a result  of  additional  personnel  being  added to the
salesforce during 1996.  Advertising costs increased $36,000 or 48.1% during the
quarter and $171,000 or 82.1% for the first nine months of 1996,  as the Company
expanded advertising into the three new markets as well as continued advertising
in existing markets.

      General and Administrative  Expenses.  General and administrative expenses
consist primarily of administrative  salaries and related employee benefits, and
legal and accounting fees. Total general and  administrative  expenses increased
$128,000 or 48.9% for the quarter  and  $272,000 or 37.1%  during the first nine
months of 1996,  relating  primarily to increased  legal and accounting fees and
increased administrative staffing to support increased sales volume.

      Other (Income) Expense. The Company has historically operated under a Line
of Credit from Crestar  Bank,  Richmond,  Virginia,  that bears  interest at the
lesser of the Crestar  Bank prime rate or the thirty day LIBOR plus  2.25%.  The
Company  repaid  all  outstanding  borrowings  on the line in June 1996 from the
proceeds of its initial public offering.  The Company also has obligations under
long-term  notes incurred in connection  with the  acquisition of  manufacturing
equipment.  Interest expense decreased $25,000 or 77.1% during the third quarter
of 1996 as a result of the retirement of all interest  bearing  short-term debt.
Interest expense  increased $21,000 for the first nine months of 1996 versus the
prior  year  period as a result of  increased  borrowings  during the first five
months of the year to support increases in inventories and accounts  receivable.
Interest  income for the third  quarter was  $140,000 and $187,000 for the first
nine months of 1996  compared to $5,000 and  $23,000  respectively  for the same
periods  in 1995.  The  increase  was  attributable  to the  investment  of cash
proceeds from the Company's initial public offering.

Liquidity and Capital Resources
      Historically,  the  Company's  working  capital  needs  have  been  driven
primarily by the growth  associated  with its rapidly  expanding  business.  The
Company's  primary sources of liquidity have been cash generated from operations
and  borrowings  under its Line of Credit from Crestar Bank. On May 9, 1996, the
Company  increased  the  maximum  amount  available  under its Line of Credit to
$5,000,000 and extended the expiration date to April 30, 1997. Borrowings on the
Line of Credit bear interest at the lesser of the Crestar Bank prime rate or the
thirty  day  LIBOR  plus  2.25%  and are  secured  by  substantially  all of the
Company's  assets.  On June 10, 1996, the Company  retired all borrowings on the
Line of Credit with the proceeds from its initial public offering.
                                       11
<PAGE>

      Net cash  provided by operating  activities of $50,000 for the nine months
ended  September 30, 1996 was used primarily to fund increased  working  capital
needs  associated with sales growth.  Trade accounts  receivable and inventories
increased  $1,834,000  during the nine  months  ended  September  30, 1996 Trade
accounts  receivable  increased  $494,000  during  the  nine  month  period  due
primarily to increased  sales volume and an increase in the accounts  receivable
collection period (the "Collection Period"). The Collection Period,  computed by
dividing  ending  accounts  receivable  by the average  daily  sales  during the
quarter,  rose to 66 days at  September  30, 1996 from 58 days at June 30, 1996,
and 64 days at December 31, 1995.  Since 1993, the Company's  Collection  Period
has  ranged  from a low of 44 days to a high of 73 days,  with an  average of 56
days. The Company does not anticipate  future credit losses to differ materially
from  historical  percentages  which  since  1993 have  averaged  0.5% of sales.
Inventories  for the nine months ended September 30, 1996 increased in line with
the general  increase in the Company's  business.  In addition,  since prices of
used furniture vary greatly in the marketplace  based on seasonality and source,
the Company generally  purchases inventory when prices are favorable rather than
based on target stocking levels.  While this  methodology may increase  carrying
costs somewhat, overall costs are generally reduced.

      Net cash used in investing  activities  was  $1,269,000 for the first nine
months of 1996,  which was primarily  associated with additional  investments in
property and  equipment.  On June 17, 1996, the Company  acquired  manufacturing
equipment from Birum Corporation,  a privately held furniture manufacturer,  for
$920,000  (including  transaction  costs), of which $417,000 was paid in cash in
the  second  quarter  of 1996 from a portion of the  proceeds  of the  Company's
initial public offering.  The purchase  agreement provided for payments totaling
$202,000  in the third  quarter of 1996 and  $300,000  in the fourth  quarter of
1996, and did not provide for the payment of interest. As of September 30, 1996,
$300,000 remained  outstanding under the terms of the agreement which was repaid
on October 17, 1996.
                                       12
<PAGE>

      Net cash provided by financing  activities was  $10,531,000  for the first
nine months of 1996.  In the second  quarter of 1996 the Company sold  1,955,000
shares of common  stock at a price of $10.00 per share.  Net  proceeds  from the
offering  (after  deducting  underwriting  discounts and other offering  related
expenses) were $17,560,000.  Historically, the Company has distributed a portion
of its earnings each year to its  shareholders to enable them to pay federal and
state  income  taxes on their  pro rata  share of S  Corporation  income  and to
provide  them  with a  return  on  their  investment.  The  Company  distributed
$3,760,000  to  shareholders  in 1996.  The  Company  revoked  its "S  Election"
effective June 1, 1996 and will no longer make S Corporation distributions.

      As the Company  implements  its planned  expansion,  it will  require more
funds than it has historically needed. Management believes that the net proceeds
of the initial  public  offering  consummated  during the second quarter of 1996
together with cash generated from operations and available  borrowings under the
Line of Credit, will provide adequate funds for the Company's anticipated needs,
including  working  capital and  expansion of sales  offices and product  lines,
until  the end of  1997.  Management  also  believes  that  cash  provided  from
operations  will be sufficient to satisfy all existing debt  obligations as they
mature.

Impact of Inflation

      Inflation has not had a significant effect on the Company's operations.


                                       13
<PAGE>



                             OPEN PLAN SYSTEMS, INC.

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         Limitations  on Dividends - Under the terms of the Company's  revolving
         line of credit agreement, the payment of dividends shall not exceed 60%
         of the Company's net income.

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.

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

              11      Schedule  Re:  Computation  of  Per  Share    10
                      Earnings

              27      Financial     Data     Schedule     (filed    11
                      electronically only)

         (b)  Reports on Form 8-K:

      On July 2, 1996,  the Company filed a Form 8-K related to its  acquisition
         of certain assets of Birum Corporation.

                                       14
<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 14, 1996                    /s/ Stan A. Fischer
                                     -------------------------------------
                                                 Stan A. Fischer
                                                 President



Date:   November 14, 1996                    /s/ Gary M. Farrell
                                     -------------------------------------
                                                  Gary M. Farrell
                                                  Chief Financial
                                                  Officer


                                       15
<PAGE>



                             OPEN PLAN SYSTEMS, INC.


                                  EXHIBIT INDEX


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

         11          Schedule  Re:  Computation  of  Per  Share
                     Earnings

         27          Financial     Data     Schedule     (filed
                     electronically only)




                                       16
<PAGE>



                             OPEN PLAN SYSTEMS, INC.


                      EXHIBIT 11 - STATEMENT RE:COMPUTATION
                              OF PER SHARE EARNINGS


                              Three Months ended            Nine Months ended
                                 September 30                 September 30
                              1996          1995             1996        1995
                           -------------------------    ------------------------

Weighted average shares
  outstanding during 
  the period                4,384,933     2,443,891      3,256,356    2,451,557

                   
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                   --         269,544        154,447      269,544
                         ---------------------------    ------------------------
                                 
Total                        4,384,933     2,713,435     3,410,803    2,721,101
                         ===========================    ========================
                        

Net income used in 
  earnings per common 
  share calculation          $ 216,357
                         ==============
                                   

Earnings per common 
  share                      $     .05
                         ==============
                                   

Pro forma net income used in
  earnings per common share                $ 219,798    $1,123,939    $ 853,479
  calculation
                                       =============    ========================
                                      

Pro forma earnings per
 common share                          $         .08     $     .33   $      .31
                                       =============    ========================




                                       17
<PAGE>