--------------------------------------------------------------------------------
                       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 March 31, 1997

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

                 For the transition period from ______ to ______

                         Commission file number 0-20743


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


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

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

                               (804) 228-5600
                         (Issuer's telephone number)

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


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

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

         Common Stock, no par value - 4,472,433 shares as of May 1, 1997.


<PAGE>


                             OPEN PLAN SYSTEMS, INC.

                                    Contents

<TABLE>
<S>        <C>                                                                                        <C>    

PART I.    FINANCIAL INFORMATION                                                                      PAGE

Item 1.    Financial Statements

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

           Consolidated Statements of Income - Three months ended                                      2
              March 31, 1997 and 1996 (unaudited)

           Consolidated Statements of Cash Flows - Three months ended                                  3
              March 31, 1997 and 1996 (unaudited)

           Notes to Consolidated Financial Statements - March 31, 1997                                 5

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


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                          14

Item 2.    Changes in Securities                                                                      14

Item 3.    Defaults Upon Senior Securities                                                            14

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

Item 5.    Other Information                                                                          14

Item 6.    Exhibits and Reports on Form 8-K                                                           14

</TABLE>

SIGNATURES




<PAGE>


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

                                                                              March 31         December 31
                                                                                1997              1996
                                                                            (Unaudited)
   <S>                                                                     <C>                <C>    

   Assets
   Current assets:
      Cash and cash equivalents                                            $        1,609     $        3,066
      Trade accounts receivable, net                                                5,378              5,252
      Inventories                                                                   7,722              6,807
      Prepaids and other                                                              452                431
      Refundable income taxes                                                         705                385
      Deferred income taxes                                                            71                 52
                                                                         -------------------------------------
   Total current assets                                                            15,937             15,993

   Property and equipment, net                                                      2,826              2,698
   Goodwill, net                                                                    4,603              4,621
   Other                                                                              437                398
                                                                         -------------------------------------
   Total assets                                                            $       23,803   $         23,710
                                                                         =====================================

   Liabilities and stockholders' equity Current liabilities:
      Trade accounts payable                                             $                  $           1,457
                                                                                    1,704
      Accrued compensation                                                            172                247
      Other accrued liabilities                                                       312                150
      Customer deposits                                                               763                655
      Current portion of long-term debt and capital lease
        obligations                                                                   192                212
                                                                         -------------------------------------
   Total current liabilities                                                        3,143              2,721

   Deferred income taxes                                                              117                106
   Long-term debt and capital lease obligations, less current
      portion                                                                          67                 92
                                                                         -------------------------------------
   Total liabilities                                                                3,327              2,919

   Stockholders' equity:
      Common stock, no par value:
        Authorized shares - 50,000
        Issued and outstanding shares - 4,472                                      20,088             20,088
      Additional capital                                                              137                137
      Retained earnings                                                               251                566
                                                                         -------------------------------------
   Total stockholders' equity                                                      20,476             20,791
                                                                         -------------------------------------
   Total liabilities and stockholders' equity                              $       23,803   $         23,710
                                                                         =====================================
</TABLE>

See accompanying notes.


<PAGE>


                             OPEN PLAN SYSTEMS, INC.
                  Consolidated Statements of Income (Unaudited)
                    (amounts in thousands, except per share)

<TABLE>
<CAPTION>

                                                                                Three Months ended March 31
                                                                                     1997              1996
                                                                               -----------------------------------
<S>                                                                             <C>               <C>    

Net sales                                                                       $      6,437      $      5,580

Cost of sales                                                                          4,976             3,595
                                                                               -----------------------------------

Gross profit                                                                           1,461             1,985

Operating expenses:
   Amortization of intangibles                                                            69                 -
   Selling and marketing                                                               1,250               681
   General and administrative                                                            728               342
                                                                               -----------------------------------
                                                                                       2,047             1,023
                                                                               -----------------------------------
Operating (loss) income                                                                 (586)              962

Other (income) expense:
   Interest expense                                                                        8                63
   Interest income                                                                       (35)               (7)
   Other, net                                                                            (10)               (8)
                                                                               -----------------------------------
                                                                                         (37)               48
                                                                               -----------------------------------
(Loss) income before income tax (benefit) expense                                       (549)              914

Income tax benefit                                                                      (234)                --
                                                                               ===================================
Net income                                                                      $       (315)    $         914
                                                                               ===================================

Loss per common share                                                                $ (.07)
                                                                               ==================

Weighted average common shares outstanding                                             4,472
                                                                               ==================
Pro forma income data:
   Pro forma income before income taxes                                                          $         914
   Pro forma provision for income taxes                                                                    356
                                                                                                 =================
   Pro forma net income                                                                          $         558
                                                                                                 =================

   Pro forma earnings per common share                                                           $        .21
                                                                                                 =================

   Weighted average common shares outstanding                                                            2,700
                                                                                                 =================
</TABLE>

   See accompanying notes.


<PAGE>

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

<TABLE>
<CAPTION>

                                                                               Three Months ended March 31
                                                                                   1997            1996
                                                                             ---------------------------------
<S>                                                                            <C>            <C>   

Operating activities
Net income                                                                     $        (315) $           914
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Provision for losses on receivables                                                  29               23
     Depreciation and amortization                                                       282               50
     Deferred income taxes                                                                (8)              --
     Changes in operating assets and liabilities:
       Accounts receivable                                                              (155)            (924)
       Inventories                                                                      (915)            (293)
       Prepaids and other                                                               (390)              --
       Trade accounts payable                                                            247               66
       Customer deposits                                                                 108              (89)
       Accrued and other liabilities                                                      49             (163)
                                                                             ---------------------------------
Net cash provided by operating activities                                             (1,070)            (416)

Investing activities
Purchases of property and equipment                                                     (341)            (205)
Other                                                                                     --               (6)
                                                                             ---------------------------------
Net cash used in investing activities                                                   (341)            (211)

</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                Three Months ended March 31
                                                                                  1997             1996
<S>                                                                          <C>              <C>    
Financing activities
Advances to stockholders                                                     $            --  $         (120)
Repayment of advances to stockholders                                                     --              62
Net borrowings on revolving line of credit                                                --           1,293
Principal payments on long-term debt, and capital lease
  obligations                                                                            (46)            (52)
Distributions to stockholders                                                              --            (723)
                                                                             ----------------------------------
Net cash used in financing activities                                                    (46)            460
                                                                             ----------------------------------

Decrease in cash and cash equivalents                                                 (1,457)           (167)

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

Supplemental disclosures
Interest paid                                                                $             8  $           63
                                                                             ==================================

Income taxes paid                                                            $            17  $           --
                                                                             ==================================

Summary of non-cash transactions

Distributions offset against advances to Stockholders                         $           --  $          408
                                                                             ==================================

</TABLE>
See accompanying notes.


<PAGE>


                             OPEN PLAN SYSTEMS, INC.
             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 1997

1. Basis of Presentation

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

2. Inventories

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

<TABLE>
<CAPTION>
                                                            March 31         December 31
                                                              1997               1996
                                                       -------------------------------------
                                                           (Unaudited)

<S>                                                             <C>                <C>    
Components and fabric                                           $3,552             $3,355
Jobs in process and finished goods                               4,170              3,452
                                                       -------------------------------------
                                                                $7,722             $6,807
                                                       =====================================
</TABLE>


3. Income Taxes

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




4. Pro Forma Information

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

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



<PAGE>


                             OPEN PLAN SYSTEMS, INC.
            Item 2: Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


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

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


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

Results of Operations

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

                                                 Three Months Ended
                                                       March 31,
                                                    1997         1996

Net sales ....................................     100.0%      100.0%
Cost of sales ................................      77.3        64.4
                                                ----------- -----------
Gross profit .................................      22.7        35.6
Amortization of intangibles ..................       1.1         0.0
Selling and marketing expenses ...............      19.4        12.2
General and administrative expenses ..........      11.3         6.1
                                                ----------- -----------
Operating (loss)income .......................      (9.1)       17.3
Other (income) expense........................      (0.6)        0.9
                                                ----------- -----------
Net income before income taxes................      (8.5)       16.4
Provision for income taxes ...................      (3.6)        0.0
                                                ----------- -----------
Net income ...................................      (4.9)%      16.4%
                                                =========== ===========


     Comparison of Three Months Ended March 31, 1997 and March 31, 1996

         Sales.  Sales in the three months ended March 31, 1997 were $6,437,000,
an increase of $857,000 or 15.3% over the same period in 1996.  The increase was
primarily due to the acquisition of TFM  Remanufactured  Furniture in the fourth
quarter of 1996.  Sales for the Company's  sales offices which were open in both
the first  quarters of 1996 and 1997 actually  decreased from prior year levels.
The  Company  believes  the  decrease  was  primarily  the result of a change in
advertising strategies implemented during the second half of 1996. The Company's
newer sales offices generally did not meet expectations in the quarter while the
more mature sales offices (open in excess of 2 years)  continued to show revenue
and volume increases.  Additionally, the Company opened sales offices in Detroit
and Philadelphia during the quarter.

         The Company also believes that based on initial customer response,  its
new direct mail  advertising  programs put in place during the first  quarter of
1997 will prove to be more effective than the  telemarketing  programs they have
replaced. Additionally, the Company has begun to add additional salesmen to some
branch offices to help increase the visibility and marketing  efforts in certain
markets.  The Company  believes  that these  changes will allow  underperforming
sales offices to meet their potential.

         Cost of  Sales.  The  Company's  cost  of  sales  includes  cost of raw
materials (new and used workstation components, new fabric, laminate, paint, and
other materials),  labor, supplies,  freight, utilities, and other manufacturing
related expenses. As discussed in previous quarters, 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 of 1996 from
Birum  Corporation  and commenced  operations.  This asset purchase  allowed the
Company  to  manufacture  all the metal  and wood  component  parts  used in the
remanufacturing process and in the Company's line of new furniture.

         Cost of sales increased from $3,595,000 in the first quarter of 1996 to
$4,976,000 for the first quarter of 1997, or  $1,381,000,  primarily as a result
of the increased  sales volume.  The gross profit  margin  decreased  during the
quarter to 22.7% from 35.6% in the same  period  last year.  This  decrease  was
primarily the result of manufacturing inefficiencies that occurred in the fourth
quarter of 1996 and early in 1997. When the Company purchased the equipment from
Birum, the Company  immediately  began producing a wide array of component parts
for use in the remanufacuring business, and all the parts necessary to build the
Company's  line of new  workstations.  As a result of the rapid  implementation,
expected  manufacuring   efficiencies  were  not  achieved,  and  product  costs
increased.  Additionally,  the Company experienced quality problems and training
issues related to the large product mix that was being manufactured on the plant
floor.

         The Company has initiated several new programs during the first quarter
to address  these  issues.  Among the  actions  undertaken  by the  Company  are
strategic  sourcing  initiatives to determine whether the Company should make or
buy certain products. The Company has determined that there are certain products
that it can manufacture efficiently and others that it should purchase from part
suppliers or in the used furniture market. Accordingly,  the Company has reduced
unit costs by limiting manufacturing processes and outsourcing the production of
other component  parts.  The Company  believes that these actions will result in
improvements to the gross margin over the next several quarters until it returns
to historical percentages.

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

         Selling  expenses for the first quarter of 1997 increased to $1,250,000
from  $681,000 in the first  quarter of 1996,  or  $569,000.  This  increase was
related  to the  acquisition  of TFM as well as the  opening  of five new  sales
offices  during the past year.  Selling  expenses for TFM totaled  approximately
$285,000 in the quarter,  or half of the  increase.  The  remaining  increase is
attributable  to the fact that it typically  takes  several  years for new sales
offices to generate enough sales to provide targeted returns. This increases the
percentage of selling  expenses to sales since the higher initial costs of these
sales offices have not yet been offset with the increased  sales volume expected
from these offices.

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

         General  and   administrative   expenses  increased  to  $728,000  from
$342,000,  or $386,000.  The increase in the first quarter was related primarily
to investments made in the Company's infrastructure to handle current and future
capacity  as well as  certain  non-recurring  costs.  The  non-recurring  costs,
totaling approximately $150,000,  related to professional expenses in connection
with the evaluation of several potential acquisition candidates. Ultimately, the
Company determined that these acquisitions were not in the best interests of the
Company. These expenses also increased during the first quarter due to legal and
professional  fees  required  as a public  company.  The Company  believes  that
general and administrative expenses will trend lower as a percentage of sales as
the year  progresses,  subject  to costs  which may be  incurred  in  evaluating
potential acquisition candidates.

         Other Non-Operating Income and Expense.  Total other income and expense
changed  from an expense of $48,000  for the first  quarter of 1996 to income of
$37,000 for the first  quarter of 1997.  The primary  reason for the increase is
due to cash raised at the Company's  initial public  offering.  During 1996, the
Company  paid off its line of credit debt and invested  excess cash  proceeds of
the offering to maximize returns.

         Income  Taxes.  The income tax  benefit of  $234,000  was caused by the
Company's pretax loss for the quarter. In the prior year the Company was treated
as an  S-Corporation  for  federal  and state  income tax  purposes.  The higher
marginal  tax rate between  pro-forma  taxes and actual 1997 taxes is due to the
non-deductibility  of certain  intangible assets and life insurance  policies of
certain executives.

Liquidity and Capital Resources
         Cash  Flows  from  Operating  Activities.  Net cash  used in  operating
activities of $1,070,000  for the first quarter of 1997, as compared to $416,000
in the first  quarter of 1996,  was  primarily  used to fund  increased  working
capital.  This increase was primarily the result of the Company  reinstituting a
product stocking  program  comparable to what was maintained in prior years. The
Company had in stock approximately one month's volume of panels and worksurfaces
at March 31,  1997 to enable to the  Company  to  respond  quickly  to  customer
orders.  Trade accounts receivable increased by $126,000 due to sales volumes at
the end of the  quarter  and  lengthening  of terms on  certain  customers.  The
Company believes that future  receivable growth from increased sales volume will
be tempered with decreases in the number of days sales outstanding.

         Cash  Flows  from  Investing  Activities.  Net cash  used in  investing
activities  was  $341,000 for the first  quarter of 1997 versus  $211,000 in the
first  quarter of 1996.  This  increase is due to the growth of the Company over
the past  year and  expenditures  on its new  information  system.  The  Company
anticipates  that capital  spending for 1997 will range between $1.5 million and
$2 million during 1997.  The source of funds for  anticipated  capital  spending
will be funds from operations as well as borrowings on the line of credit.

         Cash  Flows  from  Financing  Activities.  Net cash  used in  financing
activities was $46,000 in the first quarter of 1997. This represented  principal
payments on outstanding  long-term debt and capital leases. Net cash provided by
financing  activities  of  $460,000  for the  first  quarter  of 1996  primarily
consisted of  distributions  to shareholders  to pay tax  obligations  offset by
additional  borrowings  needed to fund  those  distributions  and  increases  in
working capital.

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

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

Seasonality and Impact of Inflation

         Historically, the Company has experienced lower net sales levels in the
second  and third  quarters  of the year and  increased  levels in the first and
fourth  quarters.  The Company  believes  that this  seasonal  increase in sales
volume is due to the tendency of  customers to expend funds  budgeted for office
furniture either early in the calendar year or after the summer vacation season.
The  Company  believes  that its new  product  offerings  will  enable  it to be
somewhat more competitive on a year-round basis.  Because the Company recognizes
revenues upon shipment and typically ships workstations within three weeks of an
order, a substantial  portion of the Company's  revenues in each quarter results
from orders placed by customers during that quarter.  As a result, the Company's
results may vary from quarter to quarter.

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

Impact of New Accounting Standards

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

Forward-Looking Statements

         The foregoing discussion contains certain  forward-looking  statements,
which may be  identified  by phrases such as "the  Company  expects" or words of
similar effect. The Private Securities  Litigation Reform Act of 1995 provides a
safe harbor for forward-looking  statements.  The Company has identified certain
important  factors  that in some cases have  affected,  and in the future  could
affect,  the  Company's  actual  results  and could cause the  Company's  actual
results for fiscal 1997 and any interim period to differ  materially  from those
expressed  in any  forward-looking  statements  made by,  or on behalf  of,  the
Company.  These  factors  are  set  forth  under  the  caption  "Forward-Looking
Statements"  in Item 6 of the  Company's  Form  10-KSB for the fiscal year ended
December 31, 1996, a copy of which is on file with the  Securities  and Exchange
Commission.  The Company assumes no duty to update any of the statements of this
report.


<PAGE>


                             OPEN PLAN SYSTEMS, INC.
                                     PART II
                                OTHER INFORMATION

Item 1.       Legal Proceedings

              None

Item 2.       Changes in Securities

              None.

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

      11         Schedule Re: Computation of Per Share Earnings

      27         Financial Data Schedule (filed electronically only)

              (b)  Reports on Form 8-K

                   None



<PAGE>


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



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



Date:      May 14, 1997                     /s/ Stan A. Fischer
                          ------------------------------------------------------
                                                Stan A. Fischer
                                                   President



Date:      May 14, 1997                     /s/ Gary M. Farrell
                          ------------------------------------------------------
                                                Gary M. Farrell
                                             Chief Financial Officer



Date:      May 14, 1997                      /s/ Neil F. Suffa
                          ------------------------------------------------------
                                                 Neil F. Suffa
                                              Corporate Controller



<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)