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 June 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 August 8, 1999, Open Plan Systems,  Inc. had
4,672,433 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 - June 30, 1999 (unaudited)                                     1
              and December 31, 1998

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

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

           Notes to Consolidated Financial Statements - June 30, 1999                                  4

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk                                 11


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                          12

Item 2.    Changes in Securities and Use of Proceeds                                                  13

Item 3.    Defaults Upon Senior Securities                                                            13

Item 4.    Submission of Matters to a Vote of                                                         13
              Security Holders

Item 5.    Other Information                                                                          14

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


SIGNATURES

</TABLE>
<PAGE>

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


<TABLE>
<CAPTION>

                                                                     June 30,         December 31,
                                                                       1999              1998
                                                                -------------------------------------
Assets                                                              (unaudited)
<S><C>                                                          <C>                      <C>
Current assets:
   Cash and cash equivalents                                              $  30                 $2
   Accounts receivable, net                                               6,275              6,289
   Inventories                                                            6,673              6,908
   Prepaids and other                                                     1,113                672
   Refundable income taxes                                                  305                305
                                                                -------------------------------------
Total current assets                                                     14,396             14,176

Property and equipment, net                                               2,336              2,288
Goodwill, net                                                             2,989              3,075
Other                                                                       447                466
                                                                -------------------------------------
Total assets                                                           $ 20,168          $  20,005
                                                                =====================================



Liabilities and shareholders' equity
Current liabilities:
   Revolving line of credit                                                $740               $952
   Trade accounts payable                                                 2,038              1,995
   Accrued compensation                                                     249                263
   Other accrued liabilities                                                399                429
   Customer deposits                                                      1,005              1,000
   Current portion of long-term debt                                         56                 20
                                                                -------------------------------------
Total current liabilities                                                 4,487              4,659

Long-term debt                                                              124                  -
                                                                -------------------------------------
Total liabilities                                                         4,611              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 - 4,672                               19,324             19,324
   Additional capital                                                       137                137
   Accumulated deficit                                                   (3,904)            (4,115)
                                                                -------------------------------------
Total shareholders' equity                                               15,557             15,346
                                                                -------------------------------------
Total liabilities and shareholders' equity                              $20,168            $20,005
                                                                =====================================
</TABLE>

See accompanying notes.
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

                Consolidated Statements of Operations (Unaudited)
                    (amounts in thousands, except per share)
<TABLE>
<CAPTION>

                                                                   Three Months ended                   Six Months ended
                                                                        June 30,                            June 30,
                                                                 1999              1998               1999              1998
                                                           ------------------------------------------------------------------------
<S>                                                          <C>               <C>              <C>                 <C>

Net sales                                                    $     8,878       $    8,332       $     16,387        $    16,232

Cost of sales                                                      6,029            7,143             11,417             13,399
                                                           ------------------------------------------------------------------------
Gross profit                                                       2,849            1,189              4,970              2,833

Operating expenses:
   Amortization of intangibles                                        54               69                107                138
   Selling and marketing                                           1,894            2,048              3,419              4,020
   General and administrative                                        675              939              1,155              1,683
   Operational restructuring                                           -            1,290                  -              1,290
                                                           ------------------------------------------------------------------------
                                                                   2,623            4,346              4,681              7,131
                                                           ------------------------------------------------------------------------
Operating income (loss)                                              226           (3,157)               289             (4,298)

Other (income) expense:
   Interest expense                                                   44               66                 89                132
   Interest income                                                    (4)              (9)               (12)                (9)
   Other, net                                                          1               15                  1                 15
                                                           ------------------------------------------------------------------------
                                                                      41               72                 78                138
                                                           ------------------------------------------------------------------------
Income (loss) before income taxes                                    185           (3,229)               211             (4,436)

Income taxes                                                           -                -                  -                  -
                                                           ========================================================================
Net income (loss)                                           $        185    $      (3,229)      $        211      $      (4,436)
                                                           ========================================================================

Basic and diluted income (loss) per common share            $        .04    $        (.72)      $        .05      $        (.99)
                                                           ========================================================================
Weighted average common shares outstanding                         4,675            4,506              4,674              4,489
                                                           ========================================================================
       See accompanying notes.
</TABLE>

<PAGE>
                             OPEN PLAN SYSTEMS, INC.

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

                                                                       Six Months ended
                                                                         June 30,
                                                                  1999             1998
                                                            ----------------------------------
<S>                                                           <C>              <C>
Operating activities
Net income (loss)                                             $         211    $      (4,436)
Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
    Provision for losses on receivables                                  18              128
   Depreciation and amortization                                        487              553
    Operational restructuring                                             -            1,290
    Loss on sale of property                                              3               28
   Deferred income taxes                                                  -                4
   Changes in operating assets and liabilities:
     Accounts receivable                                                 (4)            (653)
     Inventories                                                        235            3,012
     Prepaids and other                                                (443)            (113)
     Trade accounts payable                                              43             (687)
     Customer deposits                                                    5              (59)
     Accrued and other liabilities                                      (44)             245
                                                            ----------------------------------
Net cash provided by (used in) operating activities                     511             (688)

Investing activities
Purchases of property and equipment                                    (431)            (369)
                                                            ----------------------------------
Net cash used in investing activities                                  (431)            (369)

Financing activities
Net (payments) borrowings on revolving line of credit                  (212)             659
Notes payable issued                                                    165                -
Issuance of common stock (net of expenses)                                -              413
Principal payments on long-term debt, and capital
   lease  obligations                                                    (5)             (60)
                                                            ----------------------------------
Net cash (used in) provided by financing activities                     (52)           1,012
                                                            ----------------------------------

Increase (decrease) in cash and cash equivalents                         28              (45)

Cash and cash equivalents at beginning of period                          2               73
                                                            ----------------------------------
Cash and cash equivalents at end of period                  $            30   $           28
                                                            ==================================

Supplemental disclosures
Interest paid                                               $            89   $          132
                                                            ==================================
Income taxes paid                                           $             -   $           12
                                                            ==================================
</TABLE>

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

             Notes to Consolidated Financial Statements (Unaudited)
                                  June 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 six month
periods ended June 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>

                                                            June 30,           December 31,
                                                              1999                 1998
                                                       -------------------------------------
                                                              (Unaudited)
<S>                                                             <C>                <C>
Components and fabric                                           $4,150             $4,221
Jobs in process and finished goods                              $2,523              2,687
                                                       -------------------------------------
                                                                $6,673             $6,908
                                                       =====================================
</TABLE>


3. Income Taxes

The Company recorded no income tax benefit for the first half of 1998 due to the
uncertainty  of  realization  of potential tax benefits  associated  with recent
operating losses. Utilization of net operating loss carryforwards resulted in no
income tax expense for the first two 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>

4. Indebtedness

At June 30,  1999,  the Company had  outstanding  borrowings  of $740,000 on its
$5,000,000 line of credit.  Total available  borrowings  under the facility were
$4.1 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. 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 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.

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.

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.

<PAGE>
                             OPEN PLAN SYSTEMS, INC.

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

           THREE AND SIX MONTHS ENDED JUNE 30, 1999 COMPARED WITH 1998

Results of Operations

     Sales.  Sales for the three months ended June 30, 1999 were $8,878,000,  an
increase of approximately $546,000 or 6.6% versus the same period in 1998. Sales
for the six months ended June 30, 1999 were $16,387,000, an increase of $155,000
or 1.0% over the first six months of 1998.  The increase in second  quarter 1999
sales was due to continued  strength  provided by the sales office  network.  In
total,  the  Company's  branch  office  network  achieved   increased  sales  by
approximately $600,000 in the second quarter of 1999 and over $1,000,000 for the
first six months of 1999 versus the comparable 1998 periods. The sales increases
were in spite of the fact that the Company reduced its sales offices by three in
July 1998 and reflect the positive  impact that the  Company's new marketing and
sales initiatives are having on sales office performance.

     The Company also  experienced an increase in its sales order volume for the
first two quarters of 1999. The Company  received orders of $17.1 million in the
first half of 1999 which  compares  favorably  with the $16.3  million in orders
booked during the first half of 1998. Additionally,  the Company's order backlog
at the end of June 1999 of $3.2 million is 33% higher than at June 30, 1998.

     The Company continued to experience less discounting pressure in the second
quarter of 1999.  This was the  result of sales  office  initiatives  as well as
reduced sales to dealers served by the National  Accounts Group. The Company has
implemented marketing initiatives around its traditional core customer market of
small to  medium-size  end  users  where,  historically,  there  has  been  less
discounting  pressure.  The results of this effort  contributed to the continued
strong  sales   performance  by  the  branch   offices.   The  Company  is  also
strengthening  its  National  Accounts  Group sales force so that this group can
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  $1,114,000  in the  second  quarter  of  1999 to
$6,029,000  from  the  $7,143,000  reported  in  the  second  quarter  of  1998.
Additionally,  the Company's cost of sales decreased by $1,982,000 for the first
half of 1999  from the  $13,399,000  reported  in the  first  half of 1998.  The
decrease in cost of sales is primarily attributable to reduced manufacturing and
installation costs.

     The gross margin  increased to 32.1% in the second quarter of 1999 compared
to 28.2% in the first quarter of 1999 and 14.3%  reported in the second  quarter
of 1998.  The margin for the first half of 1999 of 30.3%  compares  favorably to
the 17.5% reported in the first half of 1998. The Company's  gross margin during
the  second  quarter  and  first  half 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.  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.  1999
gross margin levels were also impacted by increased  sales volumes which allowed
the Company's fixed production costs to decrease as a percentage of sales.

     The  gross  margin  levels  for the  second  quarter  of 1999  reached  the
short-term  goal of 30%+ margins,  similar to those  achieved  before 1997.  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 second quarter of 1999 decreased to
$1,894,000  from the $2,048,000  reported in the second  quarter of 1998.  These
expenses  decreased  to  $3,419,000  for the first two quarters of 1999 from the
$4,020,000  reported for comparable period in 1998. The decreases 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.  Selling  expenses were somewhat
higher in the second quarter of 1999, as compared to the first  quarter,  as the
result of completing a new marketing  brochure,  direct mail  advertisements and
price lists.

     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 is also evaluating  locations for a potential new sales office which
the Company anticipates opening within the next year.

     General and  administrative  expenses  decreased  to $675,000 in the second
quarter of 1999 from the $939,000  reported in the second quarter of 1998. These
expenses also  decreased to $1,155,000 for the first six months of 1999 from the
$1,683,000  reported  for the first half of 1998.  The  primary  reasons for the
decrease were reduced expenses resulting from the operational restructuring that
occurred  in the second  quarter of 1998.  Offsetting  these  improvements  to a
degree were legal fees in excess of $150,000 associated with the litigation with
the former officers of the Company.  The Company anticipates that these expenses
may remain  higher than normal  during the next quarter due to this  litigation.
For a discussion of such litigation, see Part II, Item 1 of this report.

     Other Non-Operating  Income and Expense.  Total net other expense decreased
from  $72,000  and  $138,000  for the second  quarter  and first half of 1998 to
$41,000 and $78,000 for the second  quarter and first half 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 second
quarter  and  first  half of  1998  due to the  uncertainty  of  realization  of
potential tax benefits  associated with recent operating losses.  Utilization of
net  operating  loss  carryforwards  resulted  in no income tax  expense for the
second quarter and first half 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 (used in)
operating  activities  was  $511,000  for the six months  ended June 30, 1999 as
compared to ($688,000)  for the six months ended June 30, 1998.  The increase in
cash provided by operating  activities  for the first half of 1999 was primarily
due to the Company's net income for the period  coupled with a small decrease in
receivables. The Company's inventory decreased during the second quarter of 1999
due to the  Company's  sales  volume  increasing  along with a reduction  of raw
materials.  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  did not increase  although  overall sales
increased  in the  second  quarter  of 1999  as the  Company  continues  to make
progress in the  collection of its past due accounts.  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  $431,000 for the six months ended June 30, 1999 as compared to $369,000 for
the six months ended June 30, 1998.  The cash used during the first half 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  operations  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 June 30, 1999,  the
Company had borrowings of $740,000 under its line of credit.

     Cash Flows  from  Financing  Activities.  Net cash  (used in)  provided  by
financing  activities was ($52,000) during the first half of 1999 as compared to
$1,012,000 in the first half of 1998. This decrease in cash flows from financing
activities for the first half of 1999 represented  reduced principal payments on
outstanding  long-term  debt and  capital  leases  offset by a reduced  need for
short-term  borrowings  on the  Company's  line of credit  due to the  increased
profitability  of the Company  and an improved  working  capital  position.  The
Company  also  issued  200,000  shares of stock in the  second  quarter  of 1998
related to an investment made by Great Lakes Capital Corporation, 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  inventories and
improves its financial performance.

Year 2000 Issues

     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 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 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.

          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

          Not Applicable

Item 3.   Defaults upon Senior Securities

          Not Applicable

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

               On  May  11,  1999,  the  Company  held  its  annual  meeting  of
          shareholders (the "Meeting").  Five persons, three designated as Class
          II directors and two  designated as a Class I directors,  were elected
          to the Board of  Directors  at the  meeting.  Set forth  below are the
          names of the persons elected at the Meeting as directors, the class to
          which they were elected, and the vote totals for each such director:


<TABLE>
<CAPTION>

                                                               Votes For                Votes Withheld
<S>             <C>   <C>                                       <C>                       <C>
                Class II - Terms Expire 2002

                      Anthony F. Markel                         3,310,688                   1,010,067

                      E.W. Mugford                              4,316,730                       4,025

                      Theodore L. Chandler, Jr.                 3,310,688                   1,010,067

                Class I - Terms Expire 2001

                      William Sydnor Settle                     4,316,730                       4,025

                      John L. Hobey                             4,316,730                       4,025
</TABLE>

<PAGE>

Item 4 (continued)

          The only other matter  considered at the Meeting was the  ratification
          of the  appointment  of the firm of Ernst & Young  LLP as  independent
          auditors for the Company for the fiscal year ending December 31, 1999.
          The vote total for approval of this matter is set forth below:

<TABLE>
<CAPTION>
                                                  Number
                                                  of Votes
<S>                       <C>                     <C>

                          For                     3,312,905

                          Against                 1,007,800

                          Abstain                        50
</TABLE>



Item 5.   Other Information

          Not Applicable

Item 6.   Exhibits and Reports on Form 8-K

              (a)   Exhibits:

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

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

<S>                   <C>
                      11         Statement Re: Computation of Per Share Earnings

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

              (b)  Reports on Form 8-K

                  None

<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:      August 12, 1999                             /s/ John L. Hobey
                                                    ----------------------------
                                                           John L. Hobey
                                                       Chief Executive Officer



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


Date:      August 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>