SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


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

                  For the quarterly period ended June 30, 1998

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

                 For the transition period from ______ to ______

                         Commission file number 0-20743


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


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

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

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

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


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

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

      Common Stock, no par value - 4,672,433 shares as of August 12, 1998.

Transitional Small Business Disclosure Format (check one):  Yes          No   X
<PAGE>
 
                             OPEN PLAN SYSTEMS, INC.

                                Table of Contents
<TABLE>
<S>        <C>                                                                                        <C>   

PART I.     FINANCIAL INFORMATION                                                                     Page

Item 1.    Financial Statements

           Consolidated Balance Sheets - June 30, 1998 (unaudited)                                     1
              and December 31, 1997
 
           Consolidated Statements of Operations- Three and six months                                 2
              ended June 30, 1998 and 1997 (unaudited)

           Consolidated Statements of Cash Flows - Six months                                          3
              ended June 30, 1998 and 1997 (unaudited)

           Notes to Consolidated Financial Statements - June 30, 1998                                  4

Item 2.    Management's Discussion and Analysis of                                                     6
           Financial Condition and Results of Operations


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                          12

Item 2.    Changes in Securities and Use of Proceeds                                                  12

Item 3.    Defaults Upon Senior Securities                                                            12

Item 4.    Submission of Matters to a Vote of                                                         12
              Security Holders

Item 5.    Other Information                                                                          13

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,
                                                                                1998              1997
                                                                         ------------------------------------
                                                                            (Unaudited)
<S><C><C>                                                                  <C>                <C>    <C>    <C>

   Assets
   Current assets:
      Cash and cash equivalents                                            $           28     $           73
      Trade accounts receivable, net                                                6,011              5,486
      Inventories                                                                   7,768             10,780
      Prepaids and other                                                              735                686
      Refundable income taxes                                                         795                795
      Deferred income taxes                                                          -                   106
                                                                         -------------------------------------
   Total current assets                                                            15,337             17,926

   Property and equipment, net                                                      2,929              3,493
   Goodwill, net                                                                    4,309              4,427
   Other                                                                              465                468
                                                                         -------------------------------------
   Total assets                                                            $       23,040   $         26,314
                                                                         =====================================

   Liabilities and stockholders' equity
   Current liabilities:
      Trade accounts payable                                             $                  $           2,411
                                                                                    1,724
      Accrued compensation                                                          1,022                393
      Other accrued liabilities                                                       657                280
      Customer deposits                                                               782                841
      Line of credit                                                                2,769    
                                                                                            2,110
      Current portion of long-term debt and capital lease
        obligations                                                                    66                126
                                                                         -------------------------------------
   Total current liabilities                                                        7,020              6,161

   Deferred income taxes                                                             -                   110
                                                                         -------------------------------------
   Total liabilities                                                                7,020              6,271

   Stockholders' equity:
      Common stock, no par value:
        Authorized shares - 50,000
        Issued and outstanding shares - 4,672 at June 30, 1998 and                 20,501             20,088
                                        4,472 at  Dec. 31, 1997
      Additional capital                                                              137                137
      Retained earnings                                                            (4,618)              (182)
                                                                         -------------------------------------
   Total stockholders' equity                                                      16,020             20,043
                                                                         -------------------------------------
   Total liabilities and stockholders' equity                              $       23,040   $         26,314
                                                                         =====================================
</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
                                                                 1998              1997               1998              1997
                                                           ------------------------------------------------------------------------
<S>                                                        <C>                 <C>              <C>                 <C> 

Net sales                                                    $     8,332       $    7,164       $     16,232        $    13,601

Cost of sales                                                      7,143            5,010             13,399              9,986
                                                           ------------------------------------------------------------------------
Gross profit                                                       1,189            2,154              2,833              3,615

Operating expenses:
   Amortization of intangibles                                        69               69                138                138
   Selling and marketing                                           2,048            1,504              4,020              2,754
   General and administrative                                        939              573              1,683              1,301
   Operational restructuring                                       1,290                -              1,290                  -
                                                           ------------------------------------------------------------------------
                                                                   4,346            2,146              7,131              4,193
                                                           ------------------------------------------------------------------------
Operating (loss) income                                           (3,157)               8             (4,298)              (578)

Other (income) expense:
   Interest expense                                                   66               11                132                 19
   Interest income                                                    (9)             (24)                (9)               (59)
   Other, net                                                         15               (4)                15                (14)
                                                           ------------------------------------------------------------------------
                                                                      72              (17)               138                (54)
                                                           ------------------------------------------------------------------------
(Loss) income before income taxes                                 (3,229)              25             (4,436)              (524)

Income tax benefit                                                     -                -                  -               (234)
                                                           ------------------------------------------------------------------------
Net (loss) income                                           $     (3,229)   $          25       $     (4,436)     $        (290)
                                                           ========================================================================
Basic and diluted (loss) income per common share            $       (.72)   $         .01       $       (.99)     $        (.06)
                                                           ======================================================================== 
Weighted average common shares outstanding                         4,506            4,472              4,489              4,472
                                                           ========================================================================
</TABLE>

       See accompanying notes.
<PAGE>

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

<TABLE>
<CAPTION>
                                                                    Six Months ended
                                                                      June 30
                                                               1998             1997
                                                         ----------------------------------
<S><C>                                                     <C>               <C>                                                   
Operating activities
Net loss                                                   $      (4,436)   $        (290)
Adjustments to reconcile net loss to net cash used in
   operating activities:
   Provision for losses on receivables                               128                8
   Depreciation and amortization                                     553              418
    Operational restructuring                                      1,290                -
    Loss on sale of property                                          28                4
   Deferred income taxes                                               4              (46)
   Changes in operating assets and liabilities:
     Accounts receivable                                            (653)              98
     Inventories                                                   3,012           (2,394)
     Prepaids and other                                             (113)            (559)
     Trade accounts payable                                         (687)             488
     Customer deposits                                               (59)              40
     Accrued and other liabilities                                   245              (23)
                                                         ----------------------------------
Net cash used in operating activities                               (688)          (2,210)

Investing activities
Purchases of property and equipment                                 (369)            (466)
                                                         ----------------------------------
Net cash used in investing activities                               (369)            (466)

Financing activities
Net borrowings on revolving line of credit                           659                -
Issuance of common stock (net of expenses)                           413                -
Principal payments on long-term debt and capital
   lease  obligations                                                (60)             (89)
                                                         ----------------------------------
Net cash provided by (used in) financing activities                1,012              (89)
                                                         ----------------------------------

Decrease in cash and cash equivalents                                (45)          (2,765)
Cash and cash equivalents at beginning of period                      73            3,066
                                                         ----------------------------------
Cash and cash equivalents at end of period               $            28   $          301
                                                         ==================================

Supplemental disclosures
Interest paid                                            $           132   $           11
                                                         ==================================
Income taxes paid                                        $            12   $          136
                                                         ==================================
</TABLE>

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

             Notes to Consolidated Financial Statements (Unaudited)
                                  June 30, 1998

1. Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-QSB of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements.  In the opinion of management,  these financial statements
reflect all adjustments of a normal recurring nature which the Company considers
necessary for a fair presentation. The results for the three month and six month
periods ending June 30, 1998 are not necessarily  indicative of the results that
may be achieved  for the entire year ending  December  31, 1998 or for any other
interim period.

Certain  reclassifications  have been made to prior period amounts to conform to
the current period presentation.

2. Inventories

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

                                                            June 30,         December 31,
                                                              1998               1997
                                                       -------------------------------------
                                                           (Unaudited)
<S>                                                             <C>               <C>
Components and fabric                                           $5,318             $7,650
Jobs in process and finished goods                               2,450              3,130
                                                       -------------------------------------
                                                                $7,768            $10,780
                                                       =====================================

</TABLE>

3. Income Taxes

As a result of recent operating losses and the uncertainty of the realization of
the  potential  tax benefits  thereof,  the Company has not  recorded  potential
income tax benefits of  approximately  $1,227,000 and $1,504,000  related to the
quarter and six months  ended June 30, 1998.  The  deferred  income tax asset of
$1,504,000  at June 30,  1998 has 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, 1998,  the Company had  outstanding  borrowings of $2,769,000 on its
$4,000,000  line of credit.  The Company was in violation  of certain  financial
covenants at June 30,  1998.  On July 24,  1998,  the Company and the  financial
institution agreed that the non-compliance with the financial covenants would be
waived for the second  quarter and the amount of the line reduced to  $3,250,000
decreasing to $2,750,000 at scheduled  intervals  over the remaining term of the
commitment,  which  expires  October 31, 1998.  At August 12, 1998,  the line of
credit balance was $2,255,000.

5. Common Stock

On June 15, 1998, the Company issued 200,000 shares of common stock in a private
offering  pursuant  to a  management  and  investment  agreement  with a private
investment  company.  Additionally,  the  Company  issued an option for  600,000
shares of common stock to the same party at varying  strike  prices.  The option
carries strike prices between $3.00 and $7.50 per share.

6. Operational Restructuring

During the second quarter of 1998, the Company  recorded a restructuring  charge
of  $1,290,000  related  to  warehouse  consolidation,  returning  to a focus on
remanufacturing   and  a  sales  office   consolidation  plan.  The  operational
restructuring  charge included  amounts for severance pay, payouts under current
lease agreements and the estimated loss on the disposal of certain fixed assets.
In  connection  with this plan the  Company,  reduced  sales and  administrative
staffing by  approximately  30 people.  The Company  anticipates  completing the
asset sales and  severance  payments in the third  quarter of 1998 and the lease
termination costs are anticipated to extend into the year 2000.



<PAGE>

                             OPEN PLAN SYSTEMS, INC.




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



Results of Operations

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

                                                Three months ended      Six months ended
                                                      June 30,               June 30,               
                                                   1998       1997       1998       1997 
<S>                                             <C>          <C>       <C>         <C> 
Net sales                                        100.0%      100.0%      100.0%     100.0%
Cost of sales                                      85.7       69.9        82.5       73.4
                                                ----------- ---------- ---------- -----------
Gross profit                                       14.3       30.1        17.5       26.6
Amortization of intangibles                          .8        1.0         0.9        1.0
Selling and marketing expenses                     24.6       21.0        24.8       20.2 
General and administrative expenses                11.3        8.0        10.4        9.6
Operational restructuring                          15.5          -         7.9          -
                                                ----------- ---------- ---------- -----------
Operating (loss) income                           (37.9)       0.1       (26.5)      (4.2)
Other (income) expense                               .9       (0.2)        0.8       (0.4)
                                                ----------- ---------- ---------- -----------
Income (loss) before income taxes                 (38.8)       0.3       (27.3)      (3.8)
Benefit from income taxes                           -           -          -         (1.7)
                                                ----------- ---------- ---------- -----------
Net income (loss)                                 (38.8)       0.3%      (27.3)%     (2.1)%
                                                =========== ========== ========== ===========
</TABLE>


     Operational  Restructuring.  The Company recorded a charge of $1,290,000 in
the second quarter of 1998. The  restructuring  charge of $1,290,000  recognizes
the costs related to three  important  strategic  initiatives:  1) A return to a
focus on the core remanufacturing business; 2) streamlining and consolidation of
warehouse  operations;  and 3)  consolidation  of  existing  sales  offices  and
reductions in sales training staff. As noted above,  the Company will refocus on
producing  remanufactured  product,  reducing  excess  warehouse  space,  divest
certain assets  associated with the new workstation  manufacturing  capabilities
and continue  streamlining  operations.  In connection  with the  aforementioned
plan, the Company reduced sales and administrative  staffing by approximately 30
people. The Company anticipates  completing the asset sales in the third quarter
of 1998 and the lease  termination costs are anticipated to extend into the year
2000.  Total   anticipated  costs  of  lease  termination  are  expected  to  be
approximately  $460,000.  The Company  believes that it will achieve annual cost
reductions of approximately $1,500,000 as a result of the restructuring.
 
     In the  announced  restructuring  plan,  the Company  will be reducing  its
warehousing capacity in Dallas, Atlanta,  Cincinnati and Richmond as well at its
Lansing,  Michigan facility.  The plan calls for the reduction of 156,000 square
feet of leased warehouse space.  Additionally,  the Company is in the process of
divesting  certain metal working  equipment  originally  acquired as part of the
Company's plan to make its own line of new  workstations  as well as writing off
its   investment  in  new  software   acquired  to  support  the  new  furniture
manufacturing  operations  totaling  approximately  $600,000.  This supports the
Company's return to its focus on  remanufacturing.  The Company anticipates that
these assets will be sold in the third quarter.  The Company believes that these
programs will reduce annual production costs by approximately  $450,000 and will
help it to return to gross margins that are more in line with pre-1997 levels.

     As part of the sales office restructuring program implemented at the end of
the  quarter,  the Company  closed its sales  offices in Dallas,  Charlotte  and
Baltimore and reduced sales training staff in certain other markets.  The thrust
of this  program  was to reduce the number of  non-producing  sales  offices and
personnel.  The Charlotte and Baltimore  markets will continue to be serviced by
company  employees  working  from their  homes  while the Dallas  market will be
serviced by independent sales  representatives.  The Company does not anticipate
that  these  changes  will have a  material  impact on sales  volumes  in future
periods.


     Sales.  Sales  for the  three  and six  months  ended  June 30,  1998  were
$8,332,000 and $16,232,000, increases of approximately $1,168,000 and $2,631,000
or 16.3% and 19.3% over the same  periods  in 1997.  The  increase  in sales was
principally  due to sales from the Company's  three sales offices  opened during
1997 as well as additional  sales from the Company's  National  Accounts  group.
Among the offices open in excess of one year,  seven  achieved  increased  sales
during the period and five  experienced  declining  sales.  Three sales  offices
closed in July 1998 as part of the restructuring program described above.

     The Company continued to experience sales  discounting  pressure during the
most recent quarter.  This discounting  pressure came primarily from dealers and
large  companies  served by the National  Accounts  Group.  The Company's  sales
growth  continued to be skewed  toward this  segment of the business  during the
first and second quarters of 1998. The Company is in the process of implementing
new marketing  initiatives  aimed at its traditional core customer market where,
historically, there has been less discounting pressure.

     During the year, the Company  implemented  initiatives in the branch office
network including  increased  management and sales personnel levels. The Company
also is  continuing to evaluate the impact that its various  marketing  programs
are having on sales in each market.

     Cost of Sales.  The Company's cost of sales includes costs of raw materials
(new and used workstation  components,  new fabric,  laminate,  paint, and other
materials), labor, supplies, freight, utilities, and other manufacturing related
expenses.  Cost of sales  increased by $2,133,000 in the second  quarter of 1998
from the $5,010,000 reported in the second quarter of 1997.  Additionally,  cost
of sales  increased  by  $3,413,000  for the first  six  months of 1998 from the
$9,986,000  reported in the similar period for 1997. The primary reasons for the
increase in cost of sales was the  additional  sales recorded in 1998 along with
the items described in detail below.

     The gross margin decreased to 14.3% and 17.5% in the second quarter of 1998
and for the first six  months  of 1998 from  30.1% and 26.6% for the  respective
periods in 1997.  During 1997,  the Company used its  manufacturing  capacity to
increase  work-in-process  and finished goods inventory levels based on expected
sales volumes  which did not  materialize.  As a result,  the Company had excess
levels of inventories of certain parts. During the second quarter and first half
of 1998,  the Company  reduced  inventory  to levels more in line with  expected
market needs.  As a result,  the Company had higher per unit costs as production
units decreased more rapidly than production  costs. The Company's  margins were
also impacted by some  selective  brokered  sales.  Additionally,  the Company's
margins continued to be impacted by excess  warehousing  capacity in the Dallas,
Atlanta, Cincinnati and Richmond markets.
 
     Operating  Expenses.  The Company's most significant  operating  expense is
selling and marketing expense.  These costs are primarily related to salesperson
compensation,  advertising and other marketing  expenses and rents.  The Company
compensates its salespeople  through a combination of salaries 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 1998 increased to
$2,048,000 from the $1,504,000  reported in the second quarter of 1997.  Selling
and marketing  expenses increased to $4,020,000 for the first six months of 1998
from the $2,754,000 reported in the first six months of 1997. The increases were
primarily  related  to adding  new  management  and sales  people in the  branch
offices,   increased   advertising  expenses  related  to  coordinated  national
marketing  programs and other  expenses  related to providing  adequate  support
levels to the branch offices.
 
     During the latter part of 1997 and early 1998,  the Company  increased  the
level of sales  people in branch  offices at a rate  faster  than it was able to
train and manage the sales  trainees.  The Company,  as part of its sales office
restructuring program noted previously, has reduced the number of branch offices
and sales trainees to levels that are manageable but, in  management's  opinion,
allow for a  significant  level of growth.  Even though the company  reduced the
number  of  direct   sales   people,   the  number  of  Company   direct   sales
representatives remains 50% higher than June 30, 1997. The Company believes that
this strategy will reduce the cost of selling and marketing by $600,000 annually
while having no material adverse impact on sales levels.

     General and  administrative  expenses  increased  to $939,000 in the second
quarter of 1998 from the $573,000  reported in the second quarter of 1997. These
expenses  increased  to  $1,683,000  for the first  six  months of 1998 from the
$1,301,000  recorded in the similar  period in 1997. The increase in expenses in
the second quarter were primarily  related to the termination of certain Company
car leases,  higher  levels of bad debt expense and higher legal and  accounting
fees  associated  with the  transition of management  that has occurred over the
past quarter. The Company anticipates that its restructuring program will result
in lower  levels of general and  administrative  expenses  over the next several
quarters.  As a result of the  restructuring  of  production  and the refocus on
remanufacturing,  the Company has elected not to  implement  the new  management
information system it acquired in 1997.


     Other  Non-Operating  Income and  Expense.  Total other  income and expense
changed  from  income of $17,000  for the  second  quarter of 1997 to expense of
$72,000 for the second quarter of 1998. Similarly,  other income totaled $54,000
for the first six months of 1997 versus  expense of  $138,000  for the first six
months of 1998. The primary reason for the decrease is that the Company expended
the cash raised in its 1996 initial public offering during 1996 and 1997 and had
to borrow on its line of credit to fund operating expenses in 1998.

     Income Taxes.  The Company recorded no income tax benefit for the first six
months of 1998 versus the $234,000  benefit  recorded in the previous year. This
was the result of recent operating losses and the uncertainty of the realization
of the  potential  tax  benefits.  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 used in operating activities was $688,000 for the six months ended June 30,
1998 as compared  to  $2,210,000  for the six months  ended June 30,  1997.  The
decrease  in cash used by  operating  activities  for the first half of 1998 was
primarily due to increased  losses offset by reductions in  inventories  and the
operational  restructuring.  The Company's inventory reductions were achieved as
part of the Company's  program to reduce its stock of raw materials and finished
goods to more closely match anticipated sales volumes. Trade accounts receivable
increased  during the quarter  and six months due to  increases  in sales.  Days
sales  outstanding  decreased  slightly.  The  Company  continues  to  focus  on
decreasing  the number of days sales  outstanding  and would  expect that future
changes  in sales  volumes  will not have a direct  correlation  to  changes  in
accounts receivable.

     Cash Flows from Investing Activities. Net cash used in investing activities
was  $369,000 for the six months ended June 30, 1998 as compared to $466,000 for
the six months ended June 30, 1997.  The cash used during the first half of 1998
was to purchase  certain  capital  equipment  related to  continuing  production
activities. These purchases are consistent with the Company's focus on producing
high-quality,  affordable remanufactured office systems. The Company anticipates
that  capital  spending for 1998 will be less than $1.0  million.  The source of
funds for anticipated  capital spending will be funds from  operations.  At June
30, 1998, the Company had borrowings of $2,769,000 under its line of credit. The
Company was in violation  of certain  financial  covenants at June 30, 1998.  On
July 24, 1998,  the Company and the lender agreed that the  non-compliance  with
the financial covenants would be waived for the second quarter and the amount of
the line reduced to $3,250,000 and declines at scheduled intervals to $2,750,000
over the term of the line.  At August 12, 1998,  the line of credit  balance was
$2,255,000.

     Cash  Flows from  Financing  Activities.  Net cash  provided  by  financing
activities was $1,012,000  during the first half of 1998 as compared to net cash
used by financing  activities of $89,000 during the  comparable  period in 1997.
This increase in cash flows from financing activities for the first half of 1998
represented reduced principal payments on outstanding long-term debt and capital
leases,  short-term borrowings on the Company's line of credit, and the issuance
of common stock.
 
     Expected  Future  Cash  Flows.  The  Company  expects  that  cash flow from
operating  activities will increase over the next several  quarters as decreases
in  inventories,  along with  moderation  of the  decreases in accounts  payable
associated with the Company's  reduced inventory  purchases,  should improve the
Company's  short term cash position.  The Company is also in  negotiations  with
several  financial  institutions  to extend and  increase its credit limit which
will provide it additional  flexibility  to manage its cash position and to fund
any  amount  which  might  become  due and  payable  under  the terms of the TFM
acquisition agreement.


Seasonality and Impact of Inflation

     Because the Company  recognizes  revenues upon shipment and typically ships
workstations  within  three  weeks of an order,  a  substantial  portion  of the
Company's  revenues in each  quarter  results  from orders  placed by  customers
during that quarter. As a result, the Company's results may vary from quarter to
quarter and may not reflect a seasonal pattern.

     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" 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 1998 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, 1997, a copy of which is on file with the  Securities  and Exchange
Commission.  The Company assumes no duty to update any of the statements of this
report.
<PAGE>
                             OPEN PLAN SYSTEMS, INC.

                                     PART II
                                OTHER INFORMATION
<TABLE>
<S>           <C>    

Item 1.       Legal Proceedings

              None

Item 2.       Changes in Securities and Use of Proceeds

              (c) On June 17, 1998, the Company  entered into a Management  and Consulting  Agreement (the
              Agreement  with Great  Lakes  Capital,  LLP.  ("GLC") in  consideration  for,  among other
              things,  the grant of an option to GLC to  purchase up to 600,000  shares of Company  common
              stock over the next five  years at prices  ranging  from  $3.00 to $7.50 per share.  To date
              the option has not been exercised.  In connection  with the execution of the Agreement,  GLC
              was entitled to purchase  200,000 newly issued shares of common stock from the Company for a
              purchase  price of $2.175 per share or  $435,000 in the  aggregate.  The Company has claimed
              an exemption  from  registration  for the issuances of the option  (including any subsequent
              exercise  thereof) and the 200,000  shares of Common Stock to GLC under Section 4 (2) of the
              Securities  Act of 1933, as amended.  These  transactions  were  previously  reported in the
              Company's  Current  Report  on Form 8-K  filed  with the  Commission  on June 18,  1998,  as
              described in Item 6(b) below.

Item 3.       Defaults upon Senior Securities

              In the second quarter of 1998, the Company was in violation of certain  financial  covenants
              contained  in its bank line of credit.  These  defaults  were waived by the bank on July 24,
              1998.  See  Note  4 to  the  Notes  to  the  Consolidated  Financial  Statements  set  forth
              elsewhere in this report.

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

                  On May 15, 1998, the Company held its annual meeting of  shareholders  (the  "Meeting").
              Three  persons,  two  designated  as  Class I  directors  and one  designated  as a Class II
              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>

<PAGE>
Item 4 (continued)


<TABLE>
<S>             <C>   <C>                                    <C>                          <C>    
                                                             Votes For                     Votes Withheld

                Class I - Terms Expire 2001

                      Gary M. Farrell                           3,619,700                     258,024
                      E.W. Mugford                              3,620,600                     257,124

                Class II - Terms Expire 1999

                      Paul A. Covert                            2,362,158                   1,515,611

                      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,  1998.  The vote total for  approval of this matter is
              set forth below:

 
                                                               Number
                                                               of Votes

                       For..................                   3,720,232

                       Against .............                       2,900

                       Abstain .............                     154,592

Item 5.       Other Information

              Not Applicable

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Item 6.       Exhibits and Reports on Form 8-K

              (a)   Exhibits:

              The registrant has included the following exhibits pursuant to Item 601 of Regulation S-B.
<S>           <C><C>             <C> 

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

                        10.16    $4,000,000 Line of Credit Agreement with Crestar Bank

                        10.17    Management and Consulting  Agreement  dated June 17,1998  between Open Plan
                                 Systems and Great Lakes Capital, LLC.

                        10.18    Open Plan Systems,  Inc.  Non-Qualified Stock Option Agreement,  dated June
                                 17, 1998, by and between the Company and Great Lakes Capital

                        10.19    Voting and  Standstill  Agreement,  dated June 17, 1998, by and between the
                                 Company, Great Lakes Capital, LLC. And Great Lakes Capital, Inc.

                        10.20    Registration  Rights  Agreement,  dated June 17,  1998 by and  between  the
                                 Company and Great Lakes Capital LLC.

                        10.21    Employment  Agreement  dated June 17, 1998,  by and between the Company and
                                 John L. Hobey

                        10.22    Employment  Agreement,  dated June 17,  1998 by and between the Company and
                                 William F. Crabtree.
                 
                      11         Statement Re: Computation of Per Share Earnings

                      27         Financial Data Schedule (filed electronically only)
 
              (b)  Reports on Form 8-K

              On June 18,  1998,  the  Company  filed a Current  Report on Form 8-k that  incorporated  by
              reference  under Item 5 a press release that announced the  appointments of John L. Hobey as
              Chief Executive  Officer and William F. Crabtree as Chief  Financial  Officer of the Company
              and the execution of a Management and Consulting  Agreement with Great Lakes Capital, LLC to
              provide management and consulting services for an 18 month term
 
</TABLE>
<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 14, 1998                         /s/ John C. Hobey
                           -----------------------------------------------------
                                                       John C. Hobey
                                                 Chief Executive Officer



Date:      August 14, 1998                        /s/ William F. Crabtree
                          ------------------------------------------------------
                                                      William F. Crabtree
                                                   Chief Financial Officer



Date:      August 14, 1998                       /s/ Neil F. Suffa
                          ------------------------------------------------------
                                                     Neil F. Suffa
                                                  Corporate Controller



                             OPEN PLAN SYSTEMS, INC.

                                  EXHIBIT INDEX

<TABLE>

<CAPTION>

             (a)   Exhibits:

              The registrant has included the following exhibits pursuant to Item 601 of Regulation S-B.
<S>           <C><C>             <C> 

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

                        10.16    $4,000,000 Line of Credit Agreement with Crestar Bank

                        10.17    Management and Consulting  Agreement  dated June 17,1998  between Open Plan
                                 Systems and Great Lakes Capital, LLC.

                        10.18    Open Plan Systems,  Inc.  Non-Qualified Stock Option Agreement,  dated June
                                 17, 1998, by and between the Company and Great Lakes Capital

                        10.19    Voting and  Standstill  Agreement,  dated June 17, 1998, by and between the
                                 Company, Great Lakes Capital, LLC. And Great Lakes Capital, Inc.

                        10.20    Registration  Rights  Agreement,  dated June 17,  1998 by and  between  the
                                 Company and Great Lakes Capital LLC.

                        10.21    Employment  Agreement  dated June 17, 1998,  by and between the Company and
                                 John L. Hobey

                        10.22    Employment  Agreement,  dated June 17,  1998 by and between the Company and
                                 William F. Crabtree.
                 
                      11         Statement Re: Computation of Per Share Earnings

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