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 March 31, 2002

          [ ] 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 May 10, 2002,  the  registrant had 4,337,391
shares of Common Stock, no par value, outstanding.

<PAGE>


                             Open Plan Systems, inc.

                                Table of Contents


PART I.     FINANCIAL INFORMATION                                          Page
---------------------------------                                          ----

Item 1.    Financial Statements

           Consolidated Balance Sheets - March 31, 2002 (unaudited)         1
              and December 31, 2001

           Consolidated Statements of Operations - Three months             2
              ended March 31, 2002  and 2001 (unaudited)

           Consolidated Statements of Cash Flows - Three months             3
              ended March 31, 2002 and 2001 (unaudited)

           Notes to Consolidated Financial Statements - March 31, 2002      4
           (unaudited)

Item 2.    Management's Discussion and Analysis of                         10
           Financial Condition and Results of Operations

Item 3.    Quantitative and Qualitative Disclosures about Market Risk      18


PART II.   OTHER INFORMATION
----------------------------

Item 1.    Legal Proceedings                                               19

Item 2.    Changes in Securities and Use of Proceeds                       19

Item 3.    Defaults Upon Senior Securities                                 19

Item 4.    Submission of Matters to a Vote of                              19
              Security Holders

Item 5.    Other Information                                               19

Item 6.    Exhibits and Reports on Form 8-K                                20


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,
                                                                       2002               2001
                                                                ---------------------------------------
<S>                                                             <C>                <C>
ASSETS                                                              (unaudited)
Current assets:
   Cash and cash equivalents                                    $           594    $           324
   Accounts receivable, net                                               1,988              3,400
   Inventories                                                            2,231              2,558
   Assets held for sale                                                      88                 88
   Prepaids and other                                                       604                414
                                                                ---------------------------------------
TOTAL CURRENT ASSETS                                                      5,505              6,784

Property and equipment, net                                                 988              1,115
Other                                                                        79                 86
                                                                ---------------------------------------
TOTAL ASSETS                                                    $         6,572    $         7,985
                                                                =======================================

LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
   Revolving line of credit                                     $         3,217    $         3,217
   Trade accounts payable                                                 1,770              2,058
   Restructuring liabilities                                                254                315
   Accrued compensation and related costs                                   113                282
   Current portion of long-term debt                                         95                 95
   Other liabilities                                                        622                657
   Customer deposits                                                        349                351
                                                                ---------------------------------------
TOTAL CURRENT LIABILITIES                                                 6,420              6,975

Long-term debt                                                              116                138
                                                                ---------------------------------------
TOTAL LIABILITIES                                                         6,536              7,113

Shareholders' equity:
   Common stock, no par value:
     Authorized shares - 50,000
     Issued and outstanding shares - 4,337 at 3/31/02                    18,537             18,537
                                   - 4,337 at 12/31/01
   Additional capital                                                       137                137
   Accumulated deficit                                                  (18,600)           (17,762)
   Notes receivable from employees for sale of stock                        (38)               (40)
                                                                ---------------------------------------
TOTAL SHAREHOLDERS' EQUITY                                                   36                872
                                                                ---------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $         6,572    $         7,985
                                                                =======================================
</TABLE>

See accompanying notes.

                                       1
<PAGE>



                             Open Plan Systems, Inc.

                Consolidated Statements of Operations (Unaudited)
                  (amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                  Three months ended
                                                                                       March 31,
                                                                                2002                2001


<S>                                                                     <C>                    <C>
         Net sales                                                      $         2,656        $     9,962
         Cost of sales                                                            2,197              7,449
                                                                        ----------------------------------------
         Gross profit                                                              459               2,513

         Operating expenses:
            Amortization of intangibles                                             -                   68
            Selling and marketing                                                 720                2,402
            General and administrative                                            525                  910
                                                                        ----------------------------------------
                                                                                1,245                3,380

                                                                        ----------------------------------------
         Operating loss                                                          (786)                (867)

         Other expense:
            Interest expense                                                       52                   79
            Other, net                                                              -                   35
                                                                        ----------------------------------------
                                                                                   52                  114

                                                                        ----------------------------------------
         Loss before income taxes                                                (838)                (981)

         Income taxes                                                               -                    -
                                                                        ----------------------------------------
         Net loss                                                        $       (838)        $       (981)
                                                                        ========================================

         Basic and diluted loss per common share                         $       (.19)        $       (.23)

         Diluted weighted average common shares outstanding                     4,337                4,339
                                                                        ========================================
</TABLE>

       See accompanying notes.



                                       2

<PAGE>

                             Open Plan Systems, Inc.

                Consolidated Statements of Cash Flows (Unaudited)
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                                      Three months ended
                                                                        March 31,
                                                                  2002             2001
                                                            ----------------------------------
<S>                                                         <C>                    <C>
Operating activities
Net loss                                                    $          (838)     $      (981)
Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
   Provision for losses on receivables                                   -               30
   Depreciation and amortization                                        119              300
   Changes in operating assets and liabilities:
     Accounts receivable                                              1,412              850
     Inventories                                                        327              274
     Prepaids and other                                                (183)            (147)
     Trade accounts payable                                            (288)            (896)
     Customer deposits                                                   (2)            (126)
     Accrued and other liabilities                                     (265)            (517)
                                                            ----------------------------------
Net cash provided by (used in) operating activities                     282           (1,213)

Investing activities
Increase  in cash and cash equivalents externally
   restricted under bond indenture agreement                              -              (30)
Net decrease in notes receivable from employees for
   sale of stock                                                          2                -
Proceeds from sale of property and equipment                             11                -
Purchases of property and equipment, including
   construction in progress                                              (3)             (45)
                                                            ----------------------------------
Net cash provided by (used in) investing activities                      10              (75)

Financing activities
Net borrowings on revolving line of credit                                -            1,110
Purchase of common stock                                                  -              (24)
Principal payments on long-term debt and capital lease
   obligations                                                          (22)             (23)
                                                            ----------------------------------
Net cash (used in) provided by financing activities                     (22)           1,063
                                                            ----------------------------------

Change in cash and cash equivalents                                     270             (225)

Cash and cash equivalents at beginning of period                        324              244
                                                            ----------------------------------
Cash and cash equivalents at end of period                  $           594      $        19
                                                            ==================================

Supplemental disclosures
Interest paid                                               $            52      $       104
                                                            ==================================
Income taxes paid                                           $             9      $        79
                                                            ==================================
</TABLE>

See accompanying notes.

                                       3
<PAGE>


                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 2002

1. Principles of Presentation

         The accompanying  unaudited  consolidated  financial statements of Open
Plan  Systems,  Inc.  (the  Company)  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete financial statements.  All significant intercompany balances
and transactions are eliminated in consolidation.  In the opinion of management,
the March 31, 2002 financial  statements reflect all known material  adjustments
of a normal  recurring nature which the Company  considers  necessary for a fair
presentation.  The results for the three month  period  ended March 31, 2002 are
not  necessarily  indicative  of the results that may be achieved for the entire
year ending  December  31,  2002 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-K for the fiscal year ended December
31, 2001 (the "Form 10-K").

         The Company's financial statements for the three months ended March 31,
2002 do not include  the results of  operations  of the  Company's  consolidated
Mexican  subsidiaries.  See Note 6 - 2001 Operational  Restructuring for further
discussion.

2. Inventories

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

                                                   March 31,     December 31,
                                                     2002           2001
                                              ----------------------------------
                                                  (Unaudited)

         Components and fabric                      $   1,349     $    1,552
         Jobs in process and finished goods               882          1,006
                                              ----------------------------------
                                                    $   2,231     $    2,558
                                              ==================================

                                       4
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 2002


3. Income Taxes

         The Company did not record any tax benefit associated with the net loss
for the  quarters  ended March 31, 2002 and 2001 due to the  uncertainty  of the
realization  of  potential  benefits  of future  deductions.  The  Company  will
re-evaluate  the  realizability  of potential  net deferred tax assets in future
periods.

4. Indebtedness

         As of  December  31,  2000  the  Company  maintained  two  bank  credit
facilities  consisting  of a  letter  of  credit  facility  associated  with the
issuance of $2.5 million of Industrial Revenue Bonds to finance the construction
of a new remanufacturing  facility in Lansing,  Michigan and a revolving line of
credit.  At December  31,  2000,  the  revolving  line of credit  provided for a
maximum  borrowing amount of $5.25 million at variable  interest rates (5.05% at
December 31, 2000).  The letter of credit  facility and revolving line of credit
agreements required the Company to meet various restrictive covenants, including
a defined  tangible  net worth,  an interest  coverage  ratio and certain  other
covenants.  At  December  31,  2000  and  thereafter,  the  Company  was  not in
compliance  with  certain  of the  covenants  contained  in the letter of credit
facility  and the  revolving  line of credit  agreements.  The  obligations  are
secured by  substantially  all of the assets of the Company.  As a result of the
covenant  violations as well as the  significant net losses in fiscal years 2001
and 2000, the Company's auditors,  in its report filed as part of the Form 10-K,
have expressed  substantial  doubt as to the Company's  ability to continue as a
going concern. See "Forward Looking Statements" in Part I, Item 2 below and Note
1 to the December 31, 2001 consolidated  financial  statements  contained in the
Form 10-K.

         In May 2001, the Company entered into a temporary forbearance agreement
with the bank in which the bank  agreed to waive its  existing  right to declare
defaults relating to the Company's failure to comply with certain loan covenants
through June 30, 2001. Under the forbearance  agreement,  the line of credit was
reduced from $5.25 million to $4.65 million. Thereafter, on August 10, 2001, the
Company and the bank entered into a new  short-term  forbearance  agreement that
expired on October 30, 2001,  which was later  amended to extend the  expiration
date to January 31, 2002. The new forbearance  agreement  provided that the bank
would  refrain  from  exercising  any rights or  remedies  based on  existing or
continuing defaults,  including accelerating the maturity of the loans under the
two credit  facilities,  until after the January 31, 2002 expiration date. Under
the August  forbearance  agreement,  the line of credit was  reduced  from $4.65
million to $4.25 million.  In addition,  the interest rate on the line of credit
was increased to LIBOR plus 6.0%.  Finally,  the Company was required to pay the
bank a forbearance fee of $50,000.  Pursuant to the forbearance  agreement,  the
bank reserved the right to declare a default and  accelerate the loans under the
revolving  line of credit after  January 31, 2002 if the parties had not entered
into amendments to the existing loan  arrangements  or a subsequent  forbearance
agreement.  As of March 31, 2002,  approximately  $3.2  million was  outstanding
under the line of credit.  No additional

                                       5
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 2002


borrowing was available based on the Company's  borrowing base formula under the
line of  credit as of March 31,  2002.  The  forbearance  agreement  expired  on
January 31, 2002, and the Company is currently engaged in discussions  regarding
an extension of the forbearance agreement.

         In June 2000,  the Company  borrowed  $2.5  million  from the  Michigan
Strategic Fund following the issuance and sale by the Fund of certain Industrial
Revenue  Bonds   ("Industrial   Revenue  Bonds")  for   construction  of  a  new
remanufacturing facility in Lansing,  Michigan. The proceeds were placed into an
escrow  account with the trustee for use in connection  with the building of the
facility. At the same time, the Company entered into a letter of credit facility
with a bank to support the  financing on the  facility.  The bond  indenture and
related agreements required the Company to meet certain  restrictive  covenants,
including  defined  tangible net worth,  an interest  coverage ratio and certain
other  covenants.  The Company was not in  compliance  at December  31, 2000 and
thereafter  with certain of the  covenants.  In  accordance  with the  Company's
previously  announced  restructuring  plan, on September  20, 2001,  the Company
redeemed the Industrial  Revenue Bonds and paid off the outstanding debt of $2.4
million  using in part the  remaining  cash  that  was held in  escrow.  Shortly
thereafter, the Company sold the partially constructed  remanufacturing facility
in Lansing,  Michigan.  As a result, the letter of credit facility with the bank
terminated.

         Although  negotiations  with the bank are continuing,  the bank has not
agreed to extend the forbearance  agreement beyond January 31, 2002. On March 5,
2002, the bank gave the Company written demand for the immediate  payment of all
amounts  outstanding  under the line of credit.  As of March 5, 2002, the amount
due and owing under the line of credit was $3.2 million. As of May 14, 2002, the
bank has not  exercised  any rights or remedies and has not provided the Company
with any further notifications regarding the line of credit, nor has the Company
received a further extension of the forbearance agreement, a permanent waiver of
the Company's loan covenant violations or revised loan covenants relating to the
revolving  line of credit.  Any agreement  reached with the bank could result in
new terms which are less favorable than current terms under existing  agreements
and could involve a reduction in  availability of funds, an increase in interest
rates  and  shorter  maturities,  among  other  things.  If the  Company  is not
successful  in securing an extension of the  forbearance  agreement or permanent
waivers  and  loan  covenant  amendments,  it will  need to seek  new  financing
arrangements from other lenders. Such alternative financing  arrangements may be
unavailable to the Company or available on terms substantially less favorable to
the Company than its existing line of credit facility.  If the Company is unable
to either procure an extension of the forbearance agreement,  permanent covenant
violation  waivers and covenant  amendments with respect to the existing line of
credit facility or acceptable alternative financing,  such failures could have a
material  adverse  effect on the  Company's  financial  condition and results of
operations. No assurance can be given that the Company will be able to obtain an
extension of the forbearance agreement, permanent covenant violation waivers and
revised loan covenants or refinance its existing obligations.

                                       6
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 2002


5. Repurchases of Common Stock

         In 2000, the Company's Board of Directors approved the repurchase of up
to 100,000 shares of the Company's Common Stock.  During the quarter ended March
31,  2001,  the  Company  repurchased  15,000  shares of its Common  Stock at an
aggregate cost of approximately $24,000.

6. 2001 Operational Restructuring

         During  the  years  ended  December  31,  2001 and  2000,  the  Company
experienced significant losses from operations, declining margins, loan covenant
defaults,  management  turnover and significant  expenses to correct  accounting
deficiencies  from fiscal year 2000. In an effort to address  these issues,  the
Company took steps during 2001 to restructure its operations.  On June 20, 2001,
the Company began the  implementation  of a  restructuring  plan that closed its
remanufacturing facility in Lansing,  Michigan and consolidated  remanufacturing
operations in Richmond,  Virginia,  closed five  under-performing  sales offices
located in Cincinnati, Indianapolis,  Nashville, Lansing and Boston, reduced the
size of sales  offices  in  Philadelphia,  Atlanta  and  Washington,  D.C.,  and
restructured back office  operations at the Company's  headquarters in Richmond,
Virginia.  This plan also shifted the Company's focus to the  remanufacturing of
Herman Miller  products,  and  discontinued  the Haworth and  Steelcase  product
lines.  The goal of the  restructuring  plan  was to  enhance  profitability  by
downsizing  the  Company to a smaller  business  platform  and  restoring  gross
margins.

         In the second  quarter of 2001,  the Company  recorded a  restructuring
charge of approximately $4.7 million which included an estimate for the disposal
of the existing leased remanufacturing  facility in Michigan and related assets,
as well as the new  remanufacturing  facility that was under  construction.  The
largest  component of the charge was  approximately  $3.6 million related to the
write-off of  remaining  goodwill  associated  with the purchase of the Michigan
operations  in  1996.   Other   significant   components   of  the   operational
restructuring  were  estimated  losses of  $404,000  related to the  disposal of
property  and  equipment,  $105,000 for  severance  costs,  $125,000  related to
expected   costs  under  lease   arrangements,   $119,000  for   shortening  the
amortization  period of debt issuance  costs related to Industrial  Revenue Bond
proceeds  associated  with the new facility under  construction  to be repaid as
part of the  operational  restructuring,  and  $156,000  for  professional  fees
associated  with the  restructuring  plan.  In  connection  with this plan,  the
Company terminated the employment of approximately 65 employees, primarily sales
personnel in offices being closed or production  personnel  associated  with the
remanufacturing  facility in Michigan.  Prior to the end of the second  quarter,
the employment of most of the affected employees had been terminated.

                                       7
<PAGE>
                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 2002


         During  the  third  quarter,   the  Company   disposed  of  the  leased
remanufacturing  facility in Michigan and the related assets,  and completed the
sale of its remanufacturing facility under construction in Lansing, Michigan. As
a  result  of  the  sale,  the  Company   incurred  an  additional   $91,000  of
restructuring expenses. These expenses primarily consisted of interest and legal
fees due to the contractor in accordance with the  construction  agreement,  and
customary  closing costs associated with the sale of the property.  In addition,
the Company repaid bondholders for Industrial Revenue Bond debt of approximately
$2.4 million that was incurred to build the new facility.

         During November of 2001, the Company  implemented a restructuring  plan
to more appropriately align the Company's  infrastructure with anticipated sales
levels.  The  restructuring  included the elimination of approximately 25 sales,
production  and  administrative  positions.  Severance was provided to employees
affected by the restructuring initiatives.  The Company recorded a restructuring
charge of  approximately  $102,000  consisting  of  severance  and  professional
services.

         During the third quarter of 2001, the Company  determined that it would
be in its best interests to discontinue  its Mexico  operations due primarily to
issues relating to the profitability of the Mexican subsidiaries and its lack of
control over the subsidiaries'  operations.  In 2001, the Company requested that
its Mexican  partner  produce  financial  information  on the  operations of the
Mexican  subsidiaries  for the third and fourth  quarters  of 2001.  The Mexican
joint  venture  partner  refused,  and the  Company  was  unable to obtain  such
financial  information  on its own.  Certain  actions taken by the Mexican joint
venture partner blocked the Company's access to the Mexican  subsidiaries' books
and records.  In response,  the Company  initiated  certain legal proceedings in
Mexico  seeking to obtain  the  requested  information  from the  Mexican  joint
venture partner.  Upon completion of negotiations with its joint venture partner
on February 18,  2002,  the Company  entered into an agreement  with its Mexican
joint  venture  partner to  liquidate  the  Company's  two Mexican  subsidiaries
pursuant to Mexican law. The liquidation  agreement names an independent Mexican
accountant who will liquidate the Mexican  subsidiaries and, upon the completion
of the  liquidation,  distribute  to the  Company  and its  Mexican  partner any
residual assets or funds of the Mexican  subsidiaries.  Residual assets, if any,
will be distributed  to the Company and the joint venture  partner in accordance
with their respective ownership interests in the Mexican subsidiaries.

         The Company has been advised by its Mexican legal counsel that,  should
the subsidiaries'  liabilities  exceed their assets, the Company would be liable
to the extent of its initial capital  contribution of approximately  $50,000. In
addition,  the  Company  could be  liable  for  Mexican  taxes and any wages and
severance  obligations  owed  by  the  subsidiaries  which  remain  unpaid.  The
liquidator  is not aware of any unpaid  wages or severance  obligations  and has
preliminarily  determined  that there could be  approximately  $40,000 of unpaid
taxes  attributable  to  the  subsidiaries.   Further,   under  the  liquidation
agreement,  the Company's joint venture partner assumed full  responsibility for
unpaid wages and severance

                                       8
<PAGE>
                             OPEN PLAN SYSTEMS, INC.

             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 2002


obligations  owed by the  Mexican  subsidiaries,  and is  obligated  to hold the
Company harmless against such liabilities.

         The Company guaranteed  obligations owed by the subsidiaries to certain
vendors. At the time the Company recorded its restructuring  charge in the third
quarter of 2001 with respect to the Mexican operations, the Company included all
known payment guarantees to such vendors.  The Company is not aware of any other
vendor  obligations  arising  before or since the  third  quarter  restructuring
charge that were guaranteed by the Company.

         The  liquidation  has not been completed and it is not certain how long
the liquidation  process will continue.  Although the Company has taken steps to
discontinue  the  operations  of its Mexican  subsidiaries  and limit its future
exposure to expenses related to the Mexican operations,  it is possible that the
Company  may  incur  additional  legal,  accounting  and other  liquidation  and
professional expenses in order to complete the liquidation process.

         In regard to its 2001 restructuring activities, the Company anticipates
that the sale of the  remaining  assets  will be  completed  during 2002 and the
Company's  lease  termination  costs may extend into the year 2003. At March 31,
2002,  approximately  $254,000 remained accrued in other liabilities relating to
the Company's  restructuring  and is expected to approximate the remaining costs
to be incurred,  which are principally  lease termination costs and professional
fees.

7. Subsequent Events

       In April 2002, the Company decided to not renew its lease obligations for
its sales  offices  located in Detroit,  Michigan and  Chicago,  Illinois and to
close such offices.  The Company expects to write-off  approximately  $50,000 of
showroom  inventory  associated  with  closing of these  offices.  Sales for the
Detroit and Chicago  offices  were $77,000 and  $13,000,  respectively,  for the
quarter ended March 31, 2002. In addition,  in May 2002, the Company  terminated
the employment of  approximately 20 production and  administrative  personnel in
order  to  more  appropriately   align  the  Company's  expense  structure  with
anticipated  sales levels.  The Company will continue to review all variable and
fixed  expenses  and  adjust  them when  appropriate  to improve  the  Company's
financial performance. As a result of the recurring losses, the lack of adequate
bank credit and  continued  difficulty in achieving  sales volumes  necessary to
return to  profitability,  the  Company's  Board of  Directors  on May 14,  2002
considered  the options  available to it,  including  whether the Company should
file for  protection  under  Chapter 11 of the United  States  Bankruptcy  Code.
Although  the Board of  Directors  of the  Company  has not  determined  to seek
bankruptcy  protection at this time, the Board has authorized management to make
necessary  preparations  for a possible  Chapter 11 filing should the Board make
such a determination.

                                       9
<PAGE>


                             OPEN PLAN SYSTEMS, INC.



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

              THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH 2001

2001 Operational Restructuring

         During  the  years  ended  December  31,  2001 and  2000,  the  Company
experienced significant losses from operations, declining margins, loan covenant
defaults,  management  turnover and significant  expenses to correct  accounting
deficiencies  from fiscal year 2000. In an effort to address  these issues,  the
Company took steps during 2001 to restructure its operations.  On June 20, 2001,
the Company began the  implementation  of a  restructuring  plan that closed its
remanufacturing facility in Lansing,  Michigan and consolidated  remanufacturing
operations in Richmond,  Virginia,  closed five  under-performing  sales offices
located in Cincinnati, Indianapolis,  Nashville, Lansing and Boston, reduced the
size of sales  offices  in  Philadelphia,  Atlanta  and  Washington,  D.C.,  and
restructured back office  operations at the Company's  headquarters in Richmond,
Virginia.  This plan also shifted the Company's focus to the  remanufacturing of
Herman Miller  products,  and  discontinued  the Haworth and  Steelcase  product
lines.  The goal of the  restructuring  plan  was to  enhance  profitability  by
downsizing  the  Company to a smaller  business  platform  and  restoring  gross
margins.

         In the second  quarter of 2001,  the Company  recorded a  restructuring
charge of approximately $4.7 million which included an estimate for the disposal
of the existing leased remanufacturing  facility in Michigan and related assets,
as well as the new  remanufacturing  facility that was under  construction.  The
largest  component of the charge was  approximately  $3.6 million related to the
write-off of  remaining  goodwill  associated  with the purchase of the Michigan
operations  in  1996.   Other   significant   components   of  the   operational
restructuring  were  estimated  losses of  $404,000  related to the  disposal of
property  and  equipment,  $105,000 for  severance  costs,  $125,000  related to
expected   costs  under  lease   arrangements,   $119,000  for   shortening  the
amortization  period of debt issuance  costs related to Industrial  Revenue Bond
proceeds  associated  with the new facility under  construction  to be repaid as
part of the  operational  restructuring,  and  $156,000  for  professional  fees
associated  with the  restructuring  plan.  In  connection  with this plan,  the
Company terminated the employment of approximately 65 employees, primarily sales
personnel in offices being closed or production  personnel  associated  with the
remanufacturing  facility in Michigan.  Prior to the end of the second  quarter,
the employment of most of the affected employees had been terminated.

         During  the  third  quarter,   the  Company   disposed  of  the  leased
remanufacturing  facility in Michigan and the related assets,  and completed the
sale of its remanufacturing facility under construction in Lansing, Michigan. As
a  result  of  the  sale,  the  Company   incurred  an  additional   $91,000  of
restructuring expenses. These expenses primarily consisted of interest and legal
fees due to the contractor in accordance with the  construction  agreement,  and
customary  closing costs associated with the sale of the property.  In addition,
the Company

                                       10
<PAGE>

                             OPEN PLAN SYSTEMS, INC.


repaid  bondholders  for  Industrial  Revenue  Bond debt of  approximately  $2.4
million that was incurred to build the new facility.

         During November of 2001, the Company  implemented a restructuring  plan
to more appropriately align the Company's  infrastructure with anticipated sales
levels.  The  restructuring  included the elimination of approximately 25 sales,
production  and  administrative  positions.  Severance was provided to employees
affected by the restructuring initiatives.  The Company recorded a restructuring
charge of  approximately  $102,000  consisting  of  severance  and  professional
services.

         During the third quarter of 2001, the Company  determined that it would
be in its best interests to discontinue  the Mexico  operations due primarily to
issues relating to the profitability of the Mexican subsidiaries and its lack of
control over the subsidiaries'  operations.  In 2001, the Company requested that
its Mexican  partner  produce  financial  information  on the  operations of the
Mexican  subsidiaries  for the third and fourth  quarters  of 2001.  The Mexican
joint  venture  partner  refused,  and the  Company  was  unable to obtain  such
financial  information  on its own.  Certain  actions taken by the Mexican joint
venture partner blocked the Company's access to the Mexican  subsidiaries' books
and records.  In response,  the Company  initiated  certain legal proceedings in
Mexico  seeking to obtain  the  requested  information  from the  Mexican  joint
venture partner.  Upon completion of negotiations with its joint venture partner
on February 18,  2002,  the Company  entered into an agreement  with its Mexican
joint  venture  partner to  liquidate  the  Company's  two Mexican  subsidiaries
pursuant to Mexican law. The liquidation  agreement names an independent Mexican
accountant who will liquidate the Mexican  subsidiaries and, upon the completion
of the  liquidation,  distribute  to the  Company  and its  Mexican  partner any
residual assets or funds of the Mexican  subsidiaries.  Residual assets, if any,
will be distributed  to the Company and the joint venture  partner in accordance
with their respective ownership interests in the Mexican subsidiaries.

         The Company has been advised by its Mexican legal counsel that,  should
the subsidiaries'  liabilities  exceed their assets, the Company would be liable
to the extent of its initial capital  contribution of approximately  $50,000. In
addition,  the  Company  could be  liable  for  Mexican  taxes and any wages and
severance  obligations  owed  by  the  subsidiaries  which  remain  unpaid.  The
liquidator  is not aware of any unpaid  wages or severance  obligations  and has
preliminarily  determined  that there could be  approximately  $40,000 of unpaid
taxes  attributable  to  the  subsidiaries.   Further,   under  the  liquidation
agreement,  the Company's joint venture partner assumed full  responsibility for
unpaid wages and severance obligations owed by the Mexican subsidiaries,  and is
obligated to hold the Company harmless against such liabilities.

         The Company guaranteed  obligations owed by the subsidiaries to certain
vendors. At the time the Company recorded its restructuring  charge in the third
quarter of 2001 with respect to the Mexican operations, the Company included all
known payment guarantees to such vendors.  The Company is not aware of any other
vendor  obligations  arising  before or since the  third  quarter  restructuring
charge that were guaranteed by the Company.

                                       11
<PAGE>

                             OPEN PLAN SYSTEMS, INC.


         The  liquidation  has not been completed and it is not certain how long
the liquidation  process will continue.  Although the Company has taken steps to
discontinue  the  operations  of its Mexican  subsidiaries  and limit its future
exposure to expenses related to the Mexican operations,  it is possible that the
Company  may  incur  additional  legal,  accounting  and other  liquidation  and
professional expenses in order to complete the liquidation process.

         In regard to its 2001 restructuring activities, the Company anticipates
that the sale of the  remaining  assets  will be  completed  during 2002 and the
Company's  lease  termination  costs may extend into the year 2003. At March 31,
2002,  approximately  $254,000 remained accrued in other liabilities relating to
the Company's  restructuring  and is expected to approximate the remaining costs
to be incurred,  which are principally  lease termination costs and professional
fees.

       In April 2002, the Company decided to not renew its lease obligations for
its sales  offices  located in Detroit,  Michigan and  Chicago,  Illinois and to
close such offices.  The Company expects to write-off  approximately  $50,000 of
showroom  inventory  associated  with  closing of these  offices.  Sales for the
Detroit and Chicago  offices  were $77,000 and  $13,000,  respectively,  for the
quarter ended March 31, 2002. In addition,  in May 2002, the Company  terminated
the employment of  approximately 20 production and  administrative  personnel in
order  to  more  appropriately   align  the  Company's  expense  structure  with
anticipated  sales levels.  The Company will continue to review all variable and
fixed  expenses  and  adjust  them when  appropriate  to improve  the  Company's
financial performance. As a result of the recurring losses, the lack of adequate
bank credit and  continued  difficulty in achieving  sales volumes  necessary to
return to  profitability,  the  Company's  Board of  Directors  on May 14,  2002
considered  the options  available to it,  including  whether the Company should
file for  protection  under  Chapter 11 of the United  States  Bankruptcy  Code.
Although  the Board of  Directors  of the  Company  has not  determined  to seek
bankruptcy  protection at this time, the Board has authorized management to make
necessary  preparations  for a possible  Chapter 11 filing should the Board make
such a determination.

Results of Operations

         The Company's financial statements for the quarter ended March 31, 2002
do not include the results of operations of the Company's  Mexican  subsidiaries
(see discussion above).

         Net Sales. Sales for the quarter ended March 31, 2002 were $2.7 million
as compared to $10.0 million for the same period in 2001. This decrease in sales
can be attributed to a decline in sales generated by the under-performing  sales
offices that were closed and sales personnel whose  employment was terminated in
2001 as part of the Company's  restructuring efforts; and a general softening of
the economy, particularly following the terrorist attacks on September 11, 2001.
The Company's booked orders  decreased  dramatically  immediately  following the
September 11th  terrorist  attacks,  and have not yet returned to  pre-September
11th  levels.  In addition,  sales by the joint  venture in Mexico

                                       12
<PAGE>

                             OPEN PLAN SYSTEMS, INC.

have not been consolidated into the Company's Statement of Operations since June
30, 2001, as the Company determined to discontinue the operations of the Mexican
subsidiaries due to the Company's  concerns  regarding the  profitability of the
subsidiaries  and its lack of control  over the  subsidiaries'  operations.  The
Company's  sales  strategy  remains  focused  on a  direct  sales  force  in the
Company's  current  existing  markets,  supplemented  by  dealer  sales in other
markets.  The Company's current and expected short-term efforts remain primarily
focused on the General Services  Administration,  New York City, Commonwealth of
Pennsylvania and other government related customers.

         Gross  Profit.  Gross  profit for the quarter  ended March 31, 2002 was
$459,000 or 17.3% as  compared  to $2.5  million or 25.2% for the same period in
2001.  The  decrease  in  gross  profit  is  primarily  due  to the  lower  than
anticipated  sales  levels  during the first  quarter of 2002.  The gross margin
decreased  due to  the  Company's  fixed  cost  structure  associated  with  the
remanufacturing facility in Richmond,  Virginia, which was under-utilized in the
first quarter of 2002 due to the decrease in sales. In addition, the Company has
experienced  increased  pricing  pressure in order to obtain sales to commercial
businesses  given the  downturn in the  economy  and its impact on the  contract
furniture industry.

         Operating Expenses. Selling and marketing expenses for the three months
ended March 31, 2002 decreased $1.7 million to $720,000  versus $2.4 million for
the same  period in 2001.  This 70%  decrease  was due to the  closing  of under
performing  sales offices in June of 2001, the  termination of under  performing
sales  personnel in offices that  remained  open,  and  management's  efforts to
tightly control marketing and advertising spending beginning in May of 2001.

         General and administrative  expenses decreased $385,000 to $525,000 for
the three  months  ended March 31, 2002 versus  $910,000  for the same period in
2001.  This 42%  decrease as  compared  to the first  quarter of 2001 was due to
management's  efforts to  tightly  control  spending,  as well as  decreases  in
accounting and computer consulting fees related to the Company's delay in filing
its Form 10-K for the year ended December 31, 2000 and Form 10-Q for the quarter
ended March 31, 2001.

         For the first three months of 2001, the Company  recorded  amortization
of goodwill in the amount of $68,000.  This  goodwill was written off in June of
2001 in connection with the Company's 2001 restructuring plan discussed above.

         Other  Expense.  Net other  expense was  $52,000 for the quarter  ended
March 31, 2002  versus  $114,00  for the same  period in 2001.  For 2001,  other
expense included the minority  interest in the Mexican joint venture of $37,000.
Interest  expense  decreased from $79,000 in 2001 to $52,000 in 2002, due to the
decrease in debt balances outstanding, and the decrease in interest rates.


                                       13
<PAGE>

                             OPEN PLAN SYSTEMS, INC.


         Income  Taxes.  For the  quarters  ended March 31,  2002 and 2001,  the
Company did not record any tax benefit  associated  with the loss before  income
taxes due to the  uncertainty  of the  realization  of potential tax benefits of
future  deductions.  The Company will re-evaluate the realizability of potential
net deferred tax assets in future periods.

         Net  Loss.  The net loss  for the  quarter  ended  March  31,  2002 was
$838,000 as compared to a net loss of $981,000 for the same period in 2001.  The
net loss for the quarter ended March 31, 2002 was due to lower than  anticipated
sales and decreased margins due to an under utilized  remanufacturing  facility.
The net loss in 2001 was due to lower margins,  cost  associated with supporting
under-performing sales offices, and significant  accounting,  legal and computer
consulting  fees  associated with the delay in filing its Form 10-K for the year
ended December 31, 2000 and Form 10-Q for the quarter ended March 31, 2001.

Liquidity and Capital Resources

         Violations  of Loan  Covenants.  As of  December  31,  2000 the Company
maintained two bank credit facilities  consisting of a letter of credit facility
associated  with the issuance of $2.5  million of  Industrial  Revenue  Bonds to
finance the construction of a new remanufacturing facility in Lansing,  Michigan
and a revolving  line of credit.  At December 31, 2000,  the  revolving  line of
credit  provided  for a maximum  borrowing  amount of $5.25  million at variable
interest rates (5.05% at December 31, 2000).  The letter of credit  facility and
revolving  line of  credit  agreements  required  the  Company  to meet  various
restrictive  covenants,  including  a defined  tangible  net worth,  an interest
coverage ratio and certain other covenants. At December 31, 2000 and thereafter,
the Company was not in compliance with certain of the covenants contained in the
letter of credit  facility  and the  revolving  line of credit  agreements.  The
obligations are secured by substantially all of the assets of the Company.  As a
result of the  covenant  violations  as well as the  significant  net  losses in
fiscal years 2001 and 2000, the Company's auditors,  in its report filed as part
of the Form 10-K, have expressed  substantial  doubt as to the Company's ability
to continue as a going concern.  See "Forward  Looking  Statements" in Item 7 of
the  Form  10-K and  Note 1 to the  December  31,  2001  consolidated  financial
statements contained in the Form 10-K.

         In May 2001, the Company entered into a temporary forbearance agreement
with the bank in which the bank  agreed to waive its  existing  right to declare
defaults relating to the Company's failure to comply with certain loan covenants
through June 30, 2001. Under the forbearance  agreement,  the line of credit was
reduced from $5.25 million to $4.65 million. Thereafter, on August 10, 2001, the
Company and the bank entered into a new  short-term  forbearance  agreement that
expired on October 30, 2001,  which was later  amended to extend the  expiration
date to January 31, 2002. The new forbearance  agreement  provided that the bank
would  refrain  from  exercising  any rights or  remedies  based on  existing or
continuing defaults,  including accelerating the maturity of the loans under the
two credit  facilities,  until after the January 31, 2002 expiration date. Under
the August  forbearance  agreement,  the line of credit was  reduced  from $4.65
million to $4.25 million.  In addition,  the interest rate on the line of credit
was increased to LIBOR plus 6.0%.  Finally,  the Company was required to pay the
bank a forbearance fee of $50,000.  Pursuant to the forbearance  agreement,  the
bank

                                       14
<PAGE>
                             OPEN PLAN SYSTEMS, INC.


reserved  the right to  declare a default  and  accelerate  the loans  under the
revolving  line of credit after  January 31, 2002 if the parties had not entered
into amendments to the existing loan  arrangements  or a subsequent  forbearance
agreement.  As of March 31, 2002,  approximately  $3.2  million was  outstanding
under the line of credit.  No additional  borrowing  was available  based on the
Company's  borrowing base formula under the line of credit as of March 31, 2002.
The  forbearance  agreement  expired on January  31,  2002,  and the  Company is
currently  engaged in  discussions  regarding an  extension  of the  forbearance
agreement.

         In June 2000,  the Company  borrowed  $2.5  million  from the  Michigan
Strategic Fund following the issuance and sale by the Fund of certain Industrial
Revenue Bonds for  construction  of a new  remanufacturing  facility in Lansing,
Michigan.  The proceeds were placed into an escrow  account with the trustee for
use in  connection  with the  building of the  facility.  At the same time,  the
Company  entered  into a letter of credit  facility  with a bank to support  the
financing on the facility.  The bond indenture and related  agreements  required
the Company to meet certain  restrictive  covenants,  including defined tangible
net worth, an interest  coverage ratio and certain other covenants.  The Company
was not in  compliance at December 31, 2000 and  thereafter  with certain of the
covenants.  In accordance with the Company's previously announced  restructuring
plan, on September 20, 2001, the Company  redeemed the Industrial  Revenue Bonds
and paid off the  outstanding  debt of $2.4 million  using in part the remaining
cash that was held in escrow. Shortly thereafter, the Company sold the partially
constructed  remanufacturing  facility in Lansing,  Michigan.  As a result,  the
letter of credit facility with the bank terminated.

         Although  negotiations  with the bank are continuing,  the bank has not
agreed to extend the forbearance  agreement beyond January 31, 2002. On March 5,
2002, the bank gave the Company written demand for the immediate  payment of all
amounts  outstanding  under the line of credit.  As of March 5, 2002, the amount
due and owing  under the line of credit was $3.2  million.  As of May 14,  2002,
such amount due and outstanding was approximately $3.2 million, and the bank has
not  exercised  any rights or remedies and has not provided the Company with any
further  notifications  regarding the line of credit.  Also, the Company has not
received a further extension of the forbearance agreement, a permanent waiver of
the Company's loan covenant violations or revised loan covenants relating to the
revolving  line of credit.  Any agreement  reached with the bank could result in
new terms which are less favorable than current terms under existing  agreements
and could involve a reduction in  availability of funds, an increase in interest
rates  and  shorter  maturities,  among  other  things.  If the  Company  is not
successful  in securing an extension of the  forbearance  agreement or permanent
waivers  and  loan  covenant  amendments,  it will  need to seek  new  financing
arrangements from other lenders. Such alternative financing  arrangements may be
unavailable to the Company or available on terms substantially less favorable to
the Company than its existing line of credit facility.  If the Company is unable
to either procure an extension of the forbearance agreement,  permanent covenant
violation  waivers and covenant  amendments with respect to the existing line of
credit facility or acceptable alternative financing,  such failures could have a
material  adverse  effect on the  Company's  financial  condition and results of
operations. No assurance can be given that the Company

                                       15
<PAGE>

                             OPEN PLAN SYSTEMS, INC.


will be able to obtain an  extension  of the  forbearance  agreement,  permanent
covenant  violation waivers and revised loan covenants or refinance its existing
obligations.

         Expected Future Cash Flows.  The Company can give no assurance that its
current cash balances plus cash flows from  operations,  if any, and  borrowings
available  under  its line of  credit  will be  adequate  to fund  its  expected
operating  and capital  needs for the next twelve  months.  The  adequacy of the
Company's cash  resources over the next twelve months is primarily  dependent on
the  Company's  operating  results  and its  ability to  renegotiate  its credit
arrangements with its existing bank or procure alternate financing, all of which
are subject to substantial uncertainties.

         Cash  flow from  operations  for 2002 will be  dependent,  among  other
things, upon the effect of the current economic slowdown on the Company's sales,
the  impact of the  restructuring  plan and new  management's  ability to reduce
expenses and improve the Company's operating performance and financial position.

         The failure to return to profitability and optimize operating cash flow
in the short term, and to successfully renegotiate its credit agreement with the
bank or procure alternate financing, could have a material adverse effect on the
Company's liquidity position and capital resources.

Seasonality and Impact of Inflation

         The  Company has no  discernable  pattern of  seasonality.  Because the
Company  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
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.

Forward-Looking Statements

         The foregoing discussion contains certain  forward-looking  statements,
which may be identified by phrases such as the Company "expects," "anticipates,"
"estimates,"  "projects" or words of similar effect.  In addition,  from time to
time, the Company may make forward-looking  statements relating to the Company's
anticipated financial performance, business prospects and similar matters.

         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 2002 and any interim period to differ  materially  from those
expressed or implied in any forward-looking statements made by, or on behalf of,

                                       16
<PAGE>

                             OPEN PLAN SYSTEMS, INC.


the  Company.  These  factors are set forth  under the caption  "Forward-Looking
Statements"  in Item 7 of the Form  10-K,  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.


                                       17
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         In 2002,  the  Company has been  exposed to changes in  interest  rates
primarily from its revolving line of credit arrangement.  The Company's interest
expense  continues to be affected by changes in short-term  interest on the debt
outstanding  under the revolving line of credit.  These borrowings bear interest
at a variable rate (the  "Borrowing  Rate").  Assuming:  (i) the Borrowing  Rate
varies by 100 basis  points from its  current  level in any given month and (ii)
the Company  maintains an  aggregate  outstanding  debt balance  subject to this
Borrowing  Rate of $3.2 million during the month of variance,  interest  expense
would vary by  approximately  $2,700 for that month.  The  Company  does not use
derivative instruments.



                                       18
<PAGE>


                             OPEN PLAN SYSTEMS, INC.

                                     PART II
                                OTHER INFORMATION


Item 1.       Legal Proceedings

              See matters previously disclosed in Item 3 of the Form 10-K.

Item 2.       Changes in Securities and Use of Proceeds

              Not applicable.

Item 3.       Defaults upon Senior Securities

              The Company is not in compliance with certain loan covenants under
              its bank line of credit  facility.  See Note 5 to the Consolidated
              Financial Statements,  which is hereby incorporated herein by this
              reference.

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

              No matters were submitted to a vote of security holders during the
              first quarter of the fiscal year covered by this report.

Item 5.       Other Information

              In  April  2002,  the  Company  decided  to not  renew  its  lease
              obligations for its sales offices located in Detroit, Michigan and
              Chicago,  Illinois and to close such offices.  The Company expects
              to   write-off   approximately   $50,000  of  showroom   inventory
              associated  with closing of these  offices.  Sales for the Detroit
              and Chicago  offices were $77,000 and $13,000,  respectively,  for
              the quarter  ended March 31, 2002. In addition,  in May 2002,  the
              Company  terminated the employment of  approximately 20 production
              and administrative  personnel in order to more appropriately align
              the Company's expense structure with anticipated sales levels. The
              Company will  continue to review all  variable and fixed  expenses
              and  adjust  them  when   appropriate  to  improve  the  Company's
              financial  performance.  As a result of the recurring losses,  the
              lack of adequate bank credit and continued difficulty in achieving
              sales volumes necessary to return to profitability,  the Company's
              Board  of  Directors  on  May  14,  2002  considered  the  options
              available  to it,  including  whether the Company  should file for
              protection under Chapter 11 of the United States  Bankruptcy Code.
              Although the Board of Directors of the Company has not  determined
              to  seek  bankruptcy  protection  at  this  time,  the  Board  has
              authorized  management  to  make  necessary   preparations  for  a
              possible   Chapter  11  filing   should  the  Board  make  such  a
              determination.


                                       19
<PAGE>

                            OPEN PLAN SYSTEMS, INC.


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.

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

                     11          Statement Re: Computation of Per Share Earnings


              (b)   Reports on Form 8-K

              None.


                                       20
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  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:      May 15, 2002              By:   /s/ Thomas M. Mishoe, Jr.
                                          --------------------------------------
                                           Thomas M. Mishoe, Jr.
                                           President and Chief Executive Officer


Date:      May 15, 2002              By:   /s/ Kathryn L. Tyler
                                          --------------------------------------
                                           Kathryn L. Tyler
                                           Chief Financial Officer


<PAGE>


                             OPEN PLAN SYSTEMS, INC.


                                  EXHIBIT INDEX


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

11                Statement Re:     Computation of Per Share Earnings