SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                For the quarterly period ended September 30, 1999

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

                 For the transition period from ______ to ______

                         Commission file number 0-20743


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


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

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


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



     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No __.

     As of the close of business on November 11, 1999,  Open Plan Systems,  Inc.
had 4,402,891 shares of Common Stock, no par value, outstanding.

<PAGE>
                             OPEN PLAN SYSTEMS, INC.

                                Table of Contents

<TABLE>
<CAPTION>

PART I.    FINANCIAL INFORMATION                                                                                           Page
<S>        <C>                                                                                         <C>

Item 1.    Financial Statements

           Consolidated Balance Sheets - September 30, 1999 (unaudited)                                1
              and December 31, 1998

           Consolidated Statements of Operations - Three and nine months                               2
              ended September 30, 1999 and 1998 (unaudited)

           Consolidated Statements of Cash Flows - Nine months                                         3
              ended September 30, 1999 and 1998 (unaudited)

           Notes to Consolidated Financial Statements - September 30, 1999                             5

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

Item 3.       Quantitative and Qualitative Disclosures about Market Risk                               13


PART II.                                                                                       OTHER INFORMATION

Item 1.       Legal Proceedings                                                                       14

Item 2.       Changes in Securities and Use of Proceeds                                               16

Item 3.       Defaults Upon Senior Securities                                                         16

Item 4.       Submission of Matters to a Vote of                                                      16
              Security Holders

Item 5.       Other Information                                                                       16

Item 6.       Exhibits and Reports on Form 8-K                                                        16


SIGNATURES

</TABLE>


<PAGE>

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

<TABLE>
<CAPTION>
                                                                  September 30,      December 31,
                                                                        1999                 1998
                                                                -----------------------------------------
                                                                 (unaudited)
<S>   <C>                                                       <C>                   <C>

Assets
Current assets:
       Cash and cash equivalents                                $         5           $        2
       Accounts receivable, net                                       7,067                6,289
       Inventories                                                    7,171                6,908
       Prepaids and other                                               922                  672
       Refundable income taxes                                          305                  305
                                                                --------------------------------
     Total current assets                                            15,470               14,176

     Property and equipment, net                                      2,356                2,288
     Goodwill, net                                                    2,946                3,075
     Other                                                              470                  466
                                                                --------------------------------
     Total assets                                                  $ 21,242             $ 20,005
                                                                ================================


     Liabilities and shareholders' equity
     Current liabilities:
       Revolving line of credit                                   $   1,412               $  952
       Trade accounts payable                                         2,698                1,995
       Accrued compensation                                             378                  263
       Other accrued liabilities                                        469                  429
       Customer deposits                                              1,079                1,000
       Current portion of long-term debt                                 67                   20
                                                                --------------------------------
     Total current liabilities                                        6,103                4,659

     Long-term debt                                                     154                  -
                                                                --------------------------------
     Total liabilities                                                6,257                4,659

     Shareholders' equity:
         Preferred stock, no par value:
     Authorized shares - 5,000
     Issued and outstanding shares - none                                 -                    -
   Common stock, no par value:
     Authorized shares - 50,000
     Issued and outstanding shares - 4,403 at 9/30/99;               18,651               19,324
                                    -4,672 at 12/31/98
   Additional capital                                                   137                  137
   Accumulated deficit                                               (3,803)              (4,115)
                                                                --------------------------------
Total shareholders' equity                                           14,985               15,346
                                                                --------------------------------
Total liabilities and shareholders' equity                      $    21,242              $20,005
                                                                ================================
See accompanying notes.
</TABLE>

<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,

                                                                  1999                1998                1999                 1998
<S>                                                       <C>                 <C>                  <C>                  <C>

Net sales                                                 $     8,945         $     9,600         $     25,332          $    25,832
Cost of sales                                                   6,071               6,843               17,488               20,242
                                                          --------------------------------------------------------------------------
Gross profit                                                    2,874               2,757                7,844                5,590

Operating expenses:
   Amortization of intangibles                                     53                  69                  160                  207
   Selling and marketing                                        1,925               1,808                5,344                5,828
   General and administrative                                     759                 559                1,914                2,242
   Operational restructuring                                       -                   -                   -                  1,290
                                                          --------------------------------------------------------------------------
                                                                2,737               2,436                7,418                9,567
                                                          --------------------------------------------------------------------------
Operating income (loss)                                           137                 321                  426               (3,977)

Other (income) expense:
   Interest expense                                                41                  75                  130                  207
   Interest income                                                 (4)                 (2)                 (16)                 (10)
   Other, net                                                      (1)                  8                   -                    22
                                                          --------------------------------------------------------------------------
                                                                   36                  81                  114                  219
                                                          --------------------------------------------------------------------------
Income (loss) before income taxes                                 101                 240                  312               (4,196)

Income taxes                                                        -                   -                   -                    -
Net income (loss)                                         $       101       $         240         $        312        $      (4,196)
                                                          ==========================================================================

Basic and diluted income (loss) per common share          $       .02         $       .05         $        .07         $      (.92)
                                                          ==========================================================================
Weighted average common shares outstanding                      4,628               4,672                4,658                4,550
                                                          ==========================================================================

</TABLE>


         See accompanying notes.

<PAGE>



                             OPEN PLAN SYSTEMS, INC.

                Consolidated Statements of Cash Flows (Unaudited)
                             (amounts in thousands)
<TABLE>
<CAPTION>

                                                                      Nine Months ended
                                                                        September 30,

                                                                     1999               1998
                                                             ---------------------------------------
<S>                                                             <C>                 <C>
Operating activities
Net income (loss)                                               $  312              $(4,196)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
       Provision for losses on receivables                          26                  120
       Depreciation and amortization                               728                  816
       Operational restructuring                                     -                1,290
       Loss on sale of property                                      3                   40
       Deferred income taxes                                         -                    4
     Changes in operating assets and liabilities:
       Accounts receivable                                        (804)              (1,664)
       Inventories                                                (263)               4,110
       Prepaids and other                                         (283)                 (44)
       Trade accounts payable                                      703                 (428)
       Customer deposits                                            79                  (89)
       Accrued and other liabilities                               155                   56
                                                             ------------------------------
   Net cash provided by operating activities                       656                   15

   Investing activities
   Purchases of property and equipment                            (641)                (532)
   Proceeds from the sale of property and equipment                  -                    7
                                                             ------------------------------
   Net cash used in investing activities                          (641)                (525)

   Financing activities
   Net borrowings on revolving line of credit                      460                  207
   Notes payable issued                                            225                    -
   Purchase  of common stock                                    (1,073)                   -
   Issuance of common stock (net of expenses)                      400                  343
   Principal payments on long-term debt, and
   capital lease  obligations                                      (24)                 (88)
                                                             ------------------------------
Net cash (used in) provided by financing activities                (12)                 462
                                                             ------------------------------

Increase (decrease) in cash and cash equivalents                     3                  (48)

Cash and cash equivalents at beginning of period                     2                   73
                                                             ------------------------------
Cash and cash equivalents at end of period                    $      5             $     25
                                                             ==============================

Supplemental disclosures
Interest paid                                                 $    130             $    207
                                                             ==============================
Income taxes paid                                             $      -             $     12
                                                             ==============================

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

             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 1999



1. Principles of Presentation

The  accompanying  unaudited  consolidated  financial  statements  of Open  Plan
Systems,  Inc. and  subsidiaries  (the Company) have been prepared in accordance
with generally accepted accounting principles for interim financial information.
The interim  financial  statements  included herein are unaudited.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted   accounting   principles  for  complete  financial   statements.   All
significant   intercompany   balances  and   transactions   are   eliminated  in
consolidation.  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.  The  results  for the three month and nine
month periods ended  September  30, 1999 are not  necessarily  indicative of the
results that may be achieved for the entire year ending December 31, 1999 or for
any other interim period.  For further  information,  refer to the  consolidated
financial statements and footnotes thereto included in the Company's Form 10-KSB
for the year ended December 31, 1998.

2. Inventories

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

                                                        September 30,     December 31,
                                                            1999              1998
                                                       -------------------------------
                                                       (Unaudited)
<S>                                                     <C>                  <C>

Components and fabric                                   $4,457               $4,221
Jobs in process and finished goods                       2,714                2,687
                                                       -------------------------------
                                                        $7,171               $6,908
                                                       ===============================
</TABLE>


3. Income Taxes

The Company  recorded no income tax benefit for the first three quarters of 1998
due to the uncertainty of realization of potential tax benefits  associated with
previous  operating  losses.  Utilization  of net operating  loss  carryforwards
resulted in no income tax expense for the first three quarters of 1999.  Related
deferred  income tax  assets  have been  offset by a  valuation  allowance.  The
Company will reevaluate the potential  realizability  of the deferred tax assets
on a quarterly basis.

<PAGE>
                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 1999



4. Indebtedness

At September 30, 1999, the Company had  outstanding  borrowings of $1,412,000 on
its $5,000,000  line of credit.  Total available  borrowings  under the facility
were $2.9  million.  The Company also entered  into loan  agreements  to replace
certain  vehicles.  These loans have  maturities of between three and five years
and bear annual  interest at between  0.9% and 8.9%.  These loans are secured by
the financed vehicles.

5. Equity

On  September  15, 1999,  the Company and certain  investors  purchased  993,542
shares of Common  Stock  held by the  Company's  founder at a price of $2.50 per
share. The transaction resulted in the Company purchasing  approximately 430,000
shares of stock.  In an event  related to this  transaction,  the  Company  then
immediately  resold  160,000 shares of Common Stock to affiliates of Great Lakes
Capital LLC. This resulted in a net  redemption by the Company of  approximately
270,000 shares. The redemption was funded by borrowings  totaling  approximately
$350,000 from the Company's  line of credit,  and by the  termination of several
life insurance  policies the Company has maintained  under an agreement with Mr.
Fischer to purchase the shares at his death.

6. Commitments and Contingencies

A portion of the potential  consideration for the 1996 acquisition of Immaculate
Eagle, Inc. (d/b/a TFM Remanufactured Office Furniture)("TFM") was 87,500 shares
of common  stock of the Company,  which has been held in escrow,  with an agreed
upon value of $1.3 million, as security for  indemnification  obligations of the
former  shareholders  of TFM. In  addition,  under the terms of the TFM purchase
agreement,  if the closing sales price of the Company's  common stock on October
1, 1998 was less than $15 per share,  the Company was to make a cash  payment to
the former shareholders of TFM equal to the difference between the closing sales
price on that date and $15,  multiplied  by the  87,500  shares of common  stock
(subject  to  certain   adjustments,   including   claims  by  the  Company  for
indemnification).  The  Company's  stock traded at $2.25 per share on October 1,
1998  and  accordingly  the  amount  potentially   payable  to  the  former  TFM
shareholders would be $1,115,625.

Management of the Company has reviewed the  circumstances of the TFM acquisition
and  determined  that  the   indemnification   obligations  of  the  former  TFM
shareholders  exceed the $1.3 million  agreed value of the stock in escrow.  The
Company has requested the escrow agent retain all of the stock and served notice
of the  indemnification  claims to the former TFM shareholders.  As a result, no
cash  payment  is  currently  due on any of the  stock  in  escrow.  The  former
shareholders of TFM have disputed the indemnification claims and pursuant to the
purchase agreement,  the matter has gone to arbitration.  The Company expects to
learn the results of this arbitration during the fourth quarter of 1999.

If the Company prevails on all of its claims in arbitration, the escrowed shares
will be  returned  to the  Company.  Should the  Company  not prevail on all its
claims, the Company may be required to make cash payments to the shareholders in
amounts  designated  by the  arbitrators.  The aggregate  $1,115,625  difference
between the stock's market price on October 1, 1998 and the $15 value assumed in
the TFM  purchase  agreement  has been  recorded as a reduction  in goodwill and
shareholders' equity.

Two  former  officers  of the  Company  have  filed  suit  against  the  Company
asserting,  among other things,  non-compliance  with the  contractual  terms of
certain employment agreements,  claiming damages of approximately  $400,000. The
Company  believes  these claims are without  merit and is contesting  them.  The
Company filed suit against the two former officers claiming, among other things,
improper use of Company  assets.  The Company has reached a settlement  with the
former  officers  of the  Corporation  related  to the  improper  use of Company
assets.  One officer is to repay the Company for an  immaterial  amount of these
expenses.  Payment  of such  settlement  has  been  deferred  until  the  former
officers'  lawsuit  for  non-compliance  with the  contractual  terms of certain
employment agreements has been resolved.


<PAGE>
                             OPEN PLAN SYSTEMS, INC.

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

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH 1998

Results of Operations

     Sales. Sales for the three months ended September 30, 1999 were $8,945,000,
a decrease  of  approximately  $655,000  or 6.8% versus the same period in 1998.
Sales for the nine months ended September 30, 1999 were $25,332,000,  a decrease
of $500,000 or 1.9% versus the first nine months of 1998.  The decrease in third
quarter 1999 sales was due primarily to certain  customers  deferring receipt of
their product  until the fourth  quarter.  The sales changes  segmented by Sales
Offices and National Accounts are as follows:

<TABLE>
<CAPTION>

                                     3rd Q Change      YTD Change
                                     from 1998         from 1998
                                   ---------------------------------------
<S>                                  <C>               <C>

Branch Offices                              $(265,000)     $  750,000
National Accounts                            (390,000)     (1,250,000)
                                   ---------------------------------------
Total                                      $ (655,000)     $ (500,000)
</TABLE>





     The year to date sales increases at the branch offices  occurred due to the
positive  impact that the  Company's new  marketing  and sales  initiatives  are
having on sales office performance. The National Account sales have decreased in
the quarter and the year from  comparable 1998 periods due to lower sales to the
Company's dealer network and certain other large customers.

     The Company received orders of $27.1 million in the first three quarters of
1999, an increase of 4.2% over the $26 million in orders booked during the first
three quarters of 1998. Additionally,  the Company's order backlog at the end of
September  1999 of $4.3  million is 65% higher than at September  30, 1998.  The
Company's  backlog  increased  by  approximately  $1  million  during  the third
quarter.

     The Company has implemented  marketing  initiatives  around its traditional
core customer  market of small to medium-size end users to continue to build and
strengthen its' branch office network. The results of this effort contributed to
the continued  strong sales  performance by the branch offices.  The Company has
also increased its National  Accounts Group sales force to strengthen this group
and increase its contribution to future results.

     Cost of Sales.  The Company's  cost of sales  includes  costs of materials,
labor, supplies,  freight,  utilities, and other manufacturing related expenses.
Cost of sales  decreased by $772,000 in the third  quarter of 1999 to $6,071,000
from the  $6,843,000  reported in the third quarter of 1998.  Additionally,  the
Company's cost of sales  decreased by $2,754,000 for the first three quarters of
1999 from the  $20,242,000  reported  in the first three  quarters of 1998.  The
decrease in cost of sales is primarily attributable to reduced manufacturing and
installation  costs, while the slightly reduced sales volume had a lesser impact
on these expenses.

     The gross  margin  continued  at 32.1%  during  the third  quarter  of 1999
compared  to  32.1%  and  28.2%  in the  second  and  first  quarters  of  1999,
respectively.  The Company reported a gross margin of 28.7% in the third quarter
of 1998.  The  margin for the first  three  quarters  of 1999 of 31.0%  compares
favorably  to the  21.6%  reported  in the first  three  quarters  of 1998.  The
Company's  gross margin  during the third  quarter and first nine months of 1999
benefited  from the  operational  restructuring  which  occurred  in the  second
quarter of 1998 and reduced the amount of warehouse space and eliminated certain
inefficient  production  capacity.  It  was  further  improved  by  the  quality
management and continuous  improvement  programs that have been implemented over
the past  year.  During  the first  half of 1998,  the  Company  began  reducing
inventory  levels and reduced  production  volumes which  resulted in higher per
unit production  costs due to spreading fixed costs over fewer  production units
and also  incurred  lower margins  related to certain  brokered  product  sales.
Finally,  the Company  streamlined  its Lansing,  Michigan  production  facility
during the third quarter of 1999 which should assist the Company in  maintaining
and increasing it's gross margins in future periods.

     The gross margin levels for the first three  quarters and first nine months
of 1999  reached  the  Company's  near-term  goal of 30%+  margins.  The Company
believes that it has  positioned  itself to gain further  improvements  in these
levels as its' sales  volume  increases  and  operational  improvement  programs
continue to produce their desired results.

     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 rent. The Company
compensates its salespeople  through a combination of salaries and  commissions.
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 1999  increased to
$1,925,000  from the  $1,808,000  reported in the third  quarter of 1998.  These
expenses  decreased to $5,344,000  for the first three quarters of 1999 from the
$5,828,000 reported for the comparable period in 1998. The increase in the third
quarter of 1999 related to increased marketing expenditures  associated with the
Company's new marketing  programs.  The decreased costs for the nine months were
primarily  related to the reduction in sales offices and sales trainee  staffing
that occurred in the second  quarter of 1998 as well as increased  focus on cost
controls and reductions in marketing overhead.

     The Company anticipates that it will continue to add salespeople in certain
branch offices consistent with its plan to manage sales growth and productivity.
The Company  additionally  anticipates that it will add two new sales offices in
the next six months.

     General  and  administrative  expenses  increased  to $759,000 in the third
quarter of 1999 from the $559,000  reported in the third quarter of 1998.  These
expenses  decreased  to  $1,914,000  for the first nine  months of 1999 from the
$2,242,000  reported for the first three quarters of 1998.  The primary  reasons
for  that  decrease  were  reduced  expenses   resulting  from  the  operational
restructuring   that  occurred  in  the  second  quarter  of  1998  as  well  as
efficiencies gained during the succeeding periods. Offsetting these improvements
to a degree were legal fees associated  with certain pending legal  proceedings.
The Company anticipates that these expenses may remain higher than normal during
the fourth quarter due to these proceedings. The Company anticipates the results
of these  proceedings  will be known in the fourth  quarter of this year.  For a
discussion of such proceedings, see Part II, Item 1 of this report.

     Other Non-Operating  Income and Expense.  Total net other expense decreased
from $81,000 and $219,000 for the third quarter and first nine months of 1998 to
$36,000 and  $114,000 for the third  quarter and first nine months of 1999.  The
primary reason for the decrease is due to the Company reducing its borrowings on
the line of credit facility.

     Income  Taxes.  The  Company  recorded  no income tax benefit for the third
quarter and first nine months of 1998 due to the  uncertainty  of realization of
potential tax benefits associated with previous operating losses. Utilization of
net operating loss carryforwards resulted in no income tax expense for the third
quarter and first nine months of 1999.  Related  deferred income tax assets have
been offset by a valuation allowance.  The Company will reevaluate the potential
realizability of the deferred tax assets on a quarterly basis.

     Liquidity and Capital Resources Cash Flows from Operating  Activities.  Net
cash  provided by  operating  activities  was $656,000 for the nine months ended
September  30, 1999 as compared to $15,000 for the nine months  ended  September
30, 1998.  The increase in cash provided by operating  activities  for the first
nine months of 1999 was primarily due to an increase in the Company's net income
for the period.  The Company's  inventory  increased during the third quarter of
1999 due to some selected  purchasing to meet customer needs for orders shipping
in the fourth quarter. In 1998, the Company decreased inventories as part of its
program to reduce its stock of raw materials and finished  goods to more closely
match sales volumes. Trade accounts receivable increased in the third quarter of
1999 as the Company's days sales  outstanding  increased  slightly.  The Company
continues to focus on decreasing the number of days sales  outstanding and would
expect that future changes in sales volume will not have a direct correlation to
changes in accounts receivable.

     Cash Flows from Investing Activities. Net cash used in investing activities
was  $641,000  for the nine  months  ended  September  30,  1999 as  compared to
$525,000 for the nine months ended  September 30, 1998. The cash used during the
three  quarters  of 1999 was due to the  purchase of certain  capital  equipment
related to improving the productivity of its remanufacturing  activities and the
purchase of certain  installation  vehicles intended to replace leased and older
vehicles.  These  purchases are consistent with the Company's focus on producing
high-quality,  affordable office systems and reducing overall operational costs.
The  Company  anticipates  that  capital  spending  for 1999  will be less  than
$750,000.  The source of funds for  anticipated  capital  spending will be funds
from  operations  as well as  borrowings  on the  Company's  line of credit.  At
September 30, 1999, the Company had  borrowings of $1,412,000  under its line of
credit.

     Cash Flows  from  Financing  Activities.  Net cash  (used in)  provided  by
financing  activities  was ($12,000)  during the first three quarters of 1999 as
compared to $462,000  in the first nine  months of 1998.  This  decrease in cash
flows from financing  activities for the first nine months of 1999 represented a
reduced need for borrowings on the Company's line of credit and other facilities
as a result of the increase in cash flow from operating activities.  The Company
repurchased  approximately 430,000 shares of stock from the Company's founder in
the third quarter of 1999 and sold 160,000 shares of this stock to affiliates of
Great Lakes Capital, LLC. The Company funded its purchase with borrowings on its
line of credit but  expects to offset  approximately  $350,000  of the  purchase
price with the proceeds  from the surrender of certain life  insurance  policies
maintained in accordance with a buy-sell agreement with its founder. The Company
also issued  200,000 shares of stock in the second quarter of 1998 related to an
investment made by Great Lakes Capital, LLC.

     Expected  Future  Cash  Flows.  The  Company  expects  that  cash flow from
operating activities will continue to increase over the next several quarters as
the  Company  continues  to reduce its past due  receivables  and  improves  its
financial performance.

Year 2000

     As disclosed in the Company's  annual report,  the Company has examined the
Year 2000  issue and the  potential  costs and  consequences  to the  Company in
addressing this issue.  The Company has determined that its existing systems are
"Year 2000" compliant  and  therefore  the Company will not have to convert any
existing software, hardware and telephone systems or manufacturing equipment, in
order to process transactions in the Year 2000. As a result, management believes
the Year 2000 issue is not expected to have a material  impact on the  Company's
operations.

     In assessing  the material  risks to the  Company's  business from the Year
2000 problem,  the Company has  considered the Year 2000 readiness of suppliers,
customers  (including  the federal  government),  financial  service  providers,
public  utilities,  telecommunication  service providers and other third parties
with which it does business.  Although the Company has taken,  and will continue
to take,  reasonable  efforts to gather  information  to determine the Year 2000
readiness of third parties,  such  information may not be provided  voluntarily,
may be otherwise  unavailable,  or may not be reliable. The Year 2000 compliance
of third parties is  substantially  beyond the Company's  knowledge and control,
and there can be no assurances  that the Company will not be adversely  affected
by the failure of a third party to adequately address the Year 2000 problem.

     The Company  will  continue  to assess its  exposure to the Year 2000 issue
with regards to new  technology  acquired or  additional  entities with which it
interacts and, if necessary,  appropriate  contingency  plans will be developed.
Amounts  expended to date  associated  with the Company's Year 2000 efforts have
not been material.  There can be no assurance that the Company's  systems or the
systems of other  companies  on which the Company  relies will not be  adversely
affected by the Year 2000 issue.


Seasonality and Impact of Inflation

     In prior years,  the Company noted a seasonal  trend of lower sales volumes
in the second and third quarters, but for the past two years the Company has had
no discernable  pattern of seasonality.  Because the Company recognizes revenues
upon shipment and typically ships Work Stations within four weeks of an order, a
substantial  portion of the  Company's  revenues in each  quarter  results  from
orders placed by customers during that quarter. As a result, the Company's sales
may vary from quarter to quarter.

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

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 1999 and any interim period to differ  materially  from those
expressed or implied in any forward-looking statements made by, or on behalf of,
the  Company.  These  factors are set forth  under the caption  "Forward-Looking
Statements"  in Item 6 of the  Company's  Form  10-KSB for the fiscal year ended
December 31, 1998, a copy of which is on file with the  Securities  and Exchange
Commission.  The  Company  assumes no duty to update any of the  forward-looking
statements of this report.

       Item 3: Quantitative and Qualitative Disclosures about Market Risk

     The Company  believes  that its  exposure to market  risk  associated  with
transactions  involving  derivative  and  other  financial  instruments  is  not
material.
<PAGE>
                             OPEN PLAN SYSTEMS, INC.

                                     PART II
                                OTHER INFORMATION


Item 1.       Legal Proceedings

          A portion of the potential  consideration  for the 1996 acquisition of
          Immaculate    Eagle,   Inc.   (d/b/a   TFM    Remanufactured    Office
          Furniture)("TFM")  was 87,500  shares of common  stock of the Company,
          which  has been held in  escrow,  with an  agreed  upon  value of $1.3
          million,  as security for  indemnification  obligations  of the former
          shareholders of TFM. In addition,  under the terms of the TFM purchase
          agreement, if the closing sales price of the Company's common stock on
          October 1, 1998 was less than $15 per share, the Company was to make a
          cash payment to the former shareholders of TFM equal to the difference
          between the closing  sales price on that date and $15,  multiplied  by
          the 87,500  shares of common stock,  (subject to certain  adjustments,
          including  claims by the Company for  indemnification).  The Company's
          stock traded at $2.25 per share on October 1, 1998 and accordingly the
          amount  potentially  payable to the former TFM  shareholders  would be
          $1,115,625.

          Management  of the Company has reviewed the  circumstances  of the TFM
          acquisition and determined that the indemnification obligations of the
          former TFM  shareholders  exceed the $1.3 million  agreed value of the
          stock in escrow. The Company has requested the escrow agent retain all
          of the stock and served  notice of the  indemnification  claims to the
          former TFM shareholders. As a result, no cash payment is due on any of
          the stock in escrow. The former  shareholders of TFM have disputed the
          indemnification  claims and  pursuant to the purchase  agreement,  the
          matter  has gone to  arbitration.  The  Company  anticipates  that the
          results of the arbitration  will be known during the fourth quarter of
          1999.

          If the  Company  prevails  on all of its  claims in  arbitration,  the
          escrowed  shares will be returned to the  Company.  Should the Company
          not  prevail on all its  claims,  the  Company may be required to make
          cash  payments  to  the  shareholders  in  amounts  designated  by the
          arbitrator.  The aggregate  $1,115,625  difference between the stock's
          market  price on October 1, 1998 and the $15 value  assumed in the TFM
          purchase  agreement  has been  recorded as a reduction in goodwill and
          shareholders' equity.

          On  November  6, 1998,  two former  officers  of the  Company  filed a
          lawsuit  against the Company in the State of Michigan,  30th  Judicial
          Court,   asserting  among  other  things,   non-compliance   with  the
          contractual  terms of certain  employment  agreements.  The plaintiffs
          assert damages of approximately $400,000 in the aggregate. The Company
          believes that these claims are without merit. On November 9, 1998, the
          Company  filed  suit  against  the two former  officers  in the United
          States District Court for the Eastern  District of Virginia,  claiming
          among other things,  improper use of Company assets.  In May 1999, the
          Company  settled its lawsuit  with the former  officers of the Company
          for an immaterial monetary settlement.  Payment of such settlement has
          been deferred until the former  officers'  lawsuit for  non-compliance
          with the contractual terms of certain  employment  agreements has been
          resolved.

<PAGE>
Item 2.       Changes in Securities and Use of Proceeds

          On September  15, 1999,  the Company and certain  investors  purchased
          993,542  shares of Common  Stock  held by the  Company's  founder at a
          price of $2.50 per share.  The  transaction  resulted  in the  Company
          purchasing  approximately 430,000 shares of stock. In an event related
          to this  transaction,  the Company  then  immediately  resold  160,000
          shares of Common Stock to  affiliates  of Great Lakes Capital LLC. The
          160,000  shares were  issued  pursuant  to the  exemption  provided by
          Section 4(2) of the Securities Act of 1933.

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:
<TABLE>
<CAPTION>

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

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

                     11          Statement Re: Computation of Per Share Earnings

                     27          Financial Data Schedule (filed electronically only)

</TABLE>

(b)      Reports on Form 8-K

          The Company filed a Form 8-K on October 1, 1999, as amended on October
          5,  1999,  reporting  under Item 5 the  purchase  by the  Company  and
          certain investors of 993,542 shares of Common Stock from the Company's
          founder.

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



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



Date:      November 12, 1999                     /s/ John L. Hobey
                                ------------------------------------------------
                                                     John L. Hobey
                                                Chief Executive Officer



Date:      November 12, 1999                    /s/ William F. Crabtree
                                ------------------------------------------------
                                                   William F. Crabtree
                                                Chief Financial Officer



Date:      November 12, 1999                     /s/ Neil F. Suffa
                                ------------------------------------------------
                                                     Neil F. Suffa
                                                 Corporate Controller


<PAGE>

                             OPEN PLAN SYSTEMS, INC.

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

           Exhibit No.         Description
           ------------------- ------------------------------------------------------------------------
<S>        <C>                 <C>
           11                  Statement 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

<TABLE>
<CAPTION>

                                                     Three Months Ended                      Nine Months Ended
                                                       September 30,                           September 30,
                                                  1999                1998               1999                1998
                                           -------------------------------------------------------------------------------
<S>                                         <C>                  <C>                 <C>                <C>
Weighted average shares outstanding
   during the period                                 4,627               4,673              4,657              4,550

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

Total                                                4,628               4,673              4,658              4,550
                                           ===============================================================================


Net income (loss) used in computation        $         101       $         240      $         312      $      (4,196)
                                           ===============================================================================

Income (loss) per common share               $         .02       $         .05      $         .07      $        (.94)
                                           ===============================================================================



</TABLE>