U.S. Securities and Exchange Commission
                             Washington D. C., 20549

                                   Form 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 1998

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from__________ to ___________.


                         Commission file number 0-20924
                                                -------

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

               ARIZONA                                       86-0576290
     -------------------------------                    -------------------
     (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                     Identification No.)

                     444 WEST FAIRMONT, TEMPE, ARIZONA 85282
                    ----------------------------------------
                    (Address of principal executive offices)

                                  602-968-1772
                           --------------------------
                           (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  Exchange  Act 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: As of October 30, 1998, the number of
shares outstanding of the Registrant's common stock was 1,473,950.

<PAGE>

Item 1




                          PART 1 - FINANCIAL STATEMENTS


                           RECONDITIONED SYSTEMS, INC.

                         UNAUDITED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998





















                                        2


<PAGE>

                           RECONDITIONED SYSTEMS, INC.

--------------------------------------------------------------------------------
                                 BALANCE SHEETS
                           September 30, 1998 and 1997
                                   (Unaudited)
--------------------------------------------------------------------------------

                                                           1998          1997
                                                        ----------    ----------

                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                             $  836,411    $  370,443
  Accounts receivable - trade, net of allowance
    for doubtful accounts of $35,000 and
    $47,500, respectively                                1,426,217       981,920
  Inventory                                                793,735     1,039,441
  Prepaid expenses and other current assets                 57,065        39,444
                                                        ----------    ----------

           TOTAL CURRENT ASSETS                          3,113,428     2,431,248

PROPERTY AND EQUIPMENT; net of accumulated
  depreciation of $361,996 and
  $366,278, respectively                                   152,945       162,748
OTHER ASSETS
  Notes receivable - Officers                              150,000            --
  Other assets                                              38,591        15,763
                                                        ----------    ----------

                                                        $3,454,964    $2,609,759
                                                        ==========    ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current maturities of long-term debt                      13,248        45,075
  Accounts payable                                         422,477       443,781
  Customer deposits                                         38,356       198,783
  Accrued expenses and other current liabilities           276,552       222,688
                                                        ----------    ----------
           TOTAL CURRENT LIABILITIES                       750,633       910,327

LONG-TERM DEBT, LESS CURRENT MATURITIES                         --        13,522

STOCKHOLDERS' EQUITY                                     2,704,331     1,685,910
                                                        ----------    ----------

                                                        $3,454,964    $2,609,759
                                                        ==========    ==========

                                        3

<PAGE>

                           RECONDITIONED SYSTEMS, INC.

--------------------------------------------------------------------------------
                            STATEMENTS OF OPERATIONS
      For the Three and Six Month Periods Ended September 30, 1998 and 1997
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        Three Months Ended              Six Months Ended
                                           September 30,                  September 30,
                                    --------------------------     --------------------------
                                        1998          1997             1998           1997
                                    -----------    -----------     -----------    -----------
<S>                                 <C>            <C>             <C>            <C>        
Sales                               $ 3,121,374    $ 2,245,816     $ 5,774,466    $ 4,513,178
Cost of sales                         2,451,134      1,707,851       4,479,916      3,396,014
                                    -----------    -----------     -----------    -----------
Gross profit                            670,240        537,965       1,294,550      1,117,164

Selling & administrative expenses       435,879        371,688         828,763        792,157
                                    -----------    -----------     -----------    -----------
Income  from operations                 234,361        166,277         465,787        325,007
                                    -----------    -----------     -----------    -----------
Other income (expense):
   Interest income                       11,153            181          21,594            352
   Interest expense                        (408)        (4,565)         (1,047)        18,160)
   Other                                  1,124           (815)          2,443          2,687
                                    -----------    -----------     -----------    -----------
                                         11,869         (5,199)         22,990        (15,121)
                                    -----------    -----------     -----------    -----------
Net income                          $   246,230    $   161,078     $   488,777    $   309,886
                                    ===========    ===========     ===========    ===========
Basic earnings per share
   (Notes 1 and 3)                         0.17           0.11*           0.33           0.21*
                                    ===========    ===========     ===========    ===========
Basic weighted average number
   of shares outstanding              1,473,950      1,473,950*      1,473,950      1,473,950*
                                    ===========    ===========     ===========    ===========
Diluted earnings per common
   and common equivalent share
   (Notes 1 and 3)                         0.14           0.10*           0.29           0.19*
                                    ===========    ===========     ===========    ===========


Diluted weighted average number
   of shares outstanding              1,700,481      1,654,571*      1,696,210      1,625,729*
                                    ===========    ===========     ===========    ===========

*Restated to give retroactive effect to SFAS No. 128.

</TABLE>


                                        4
<PAGE>

                           RECONDITIONED SYSTEMS, INC.

--------------------------------------------------------------------------------
                       STATEMENTS OF STOCKHOLDERS' EQUITY
           FOR THE YEAR ENDED MARCH 31, 1998 AND THE SIX MONTH PERIOD
                            ENDED SEPTEMBER 30, 1998
                                   (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         COMMON      COMMON       RETAINED        TREASURY       
                         STOCK       STOCK        EARNINGS         STOCK          
                         SHARE       AMOUNT       (DEFICIT)     (134 SHARES)      TOTAL
                       ---------   ----------    -----------    ------------   -----------
<S>                    <C>         <C>           <C>            <C>            <C>        
Balance at
March 31, 1997         1,473,950   $ 4,586,982   $(3,207,204)   $    (3,754)   $ 1,376,024

Net income                    --             0       839,530              0        839,530
                       ---------   -----------   -----------    -----------    -----------
Balance at
March 31, 1998         1,473,950     4,586,982    (2,367,674)        (3,754)     2,215,554

Treasury Stock
  Retired                     --             0        (3,754)         3,754              0

Net income                    --             0       488,777              0        488,777
                       ---------   -----------   -----------    -----------    -----------
Balance at
September 30, 1998     1,473,950   $ 4,586,982   $(1,882,651)   $         0    $ 2,704,331
                       =========   ===========   ============   ===========    ===========
</TABLE>

                                        5


<PAGE>

                           RECONDITIONED SYSTEMS, INC.

--------------------------------------------------------------------------------
                            STATEMENTS OF CASH FLOWS
      FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (UNAUDITED)
--------------------------------------------------------------------------------

                                  Three Months Ended        Six Months Ended
                                    September 30,             September 30,
                               -----------------------   -----------------------
                                  1998         1997         1998         1997
                               ----------   ----------   ----------   ----------

Cash and cash equivalents
provided by operating
activities                     $ 183,102    $ 389,566    $ 168,601    $ 710,879

Cash and cash equivalents
used by investing activities     (32,560)      (7,288)     (45,577)     (13,507)

Cash and cash equivalents
used by financing activities      (9,912)    (141,467)     (19,644)    (469,053)
                               ---------    ---------    ---------    ---------
Increase in cash and
cash equivalents                 140,630      240,811      103,380      228,319

Cash and cash equivalents,
beginning of period              695,781      129,632      733,031      142,124
                               ---------    ---------    ---------    ---------
Cash and cash equivalents,
end of period                  $ 836,411    $ 370,443    $ 836,411    $ 370,443
                               =========    =========    =========    =========


                                        6

<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

--------------------------------------------------------------------------------
                                     NOTE 1.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

BASIS OF PRESENTATION:
     The  unaudited   financial   statements   include  only  the  accounts  and
     transactions of the Company.

INTERIM FINANCIAL STATEMENTS:
     The  unaudited  interim  financial   statements   include  all  adjustments
     (consisting  of  normal  recurring  accruals)  which,  in  the  opinion  of
     management,  are  necessary in order to make the financial  statements  not
     misleading.  Operating results for the six months ended September 30, 1998,
     are not necessarily  indicative of the results that may be expected for the
     entire year ending March 31, 1999.  These  financial  statements  have been
     prepared  in  accordance  with the  instructions  to Form 10-QSB and do not
     contain  certain  information  required by  generally  accepted  accounting
     principles.  These statements  should be read in conjunction with financial
     statements and notes thereto  included in the Company's Form 10-KSB for the
     year ended March 31, 1998.

EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE:
     Basic  earnings per share  include no dilution and are computed by dividing
     income  available to common  stockholders by the weighted average number of
     shares outstanding for the period.

     Diluted  earnings  per share  amounts are  computed  based on the  weighted
     average number of shares actually outstanding plus the shares that would be
     outstanding  assuming the exercise of dilutive stock options,  all of which
     are  considered to be common stock  equivalents.  The number of shares that
     would be issued from the exercise of stock  options has been reduced by the
     number of shares that could have been  purchased  from the  proceeds at the
     average market price of the Company's stock.

--------------------------------------------------------------------------------
                                     NOTE 2.
                            REVOLVING LINE OF CREDIT
--------------------------------------------------------------------------------

Effective July 31, 1998 the Company renegotiated and renewed its $1,000,000 line
of  credit  agreement  with M&I  Thunderbird  Bank.  Under  this new  agreement,
interest  is payable at the bank's base rate.  Borrowings  on the line of credit
may not exceed 75% of eligible accounts receivable and 30% of eligible inventory
up to $300,000.  The line of credit is  collateralized  by accounts  receivable,
inventory,  property and  equipment,  and  intangibles.  The agreement  contains
various  covenants by the  Company,  including  covenants  that the Company will
maintain certain net worth thresholds and ratios, will meet certain debt service
coverage  ratios,  and  will  not  enter  into or  engage  in  various  types of
agreements or business activities without approval from M&I Thunderbird Bank. As
of  September  30, 1998,  there were no  outstanding  borrowings  on the line of
credit.

                                        7
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                          Notes to Financial Statements
                                   (Unaudited)

--------------------------------------------------------------------------------
                                     NOTE 3.
                               EARNINGS PER SHARE
--------------------------------------------------------------------------------

                                   Three Months Ended        Six Months Ended
                                     September 30,             September 30,
                                -----------------------   ----------------------
                                   1998         1997         1998        1997
                                ----------   ----------   ----------  ----------
BASIC EPS

Net Income                      $  246,230   $  161,078   $  488,777  $  309,886
                                ==========   ==========   ==========  ==========
Weighted average number
  of shares outstanding          1,473,950    1,473,950    1,473,950   1,473,950
                                ==========   ==========   ==========  ==========

Basic earnings per share        $     0.17   $     0.11   $     0.33  $     0.21
                                ==========   ==========   ==========  ==========

DILUTED EPS

Net Income                      $  246,230   $  161,078   $  488,777  $  309,886
                                ==========   ==========   ==========  ==========
Weighted average number
  of shares outstanding          1,473,950    1,473,950    1,473,950   1,473,950

Effect of dilutive securities:
  Stock options                    226,531      180,621      222,260     151,779
                                ----------   ----------   ----------  ----------
Total common shares + assumed
  conversions                    1,700,481    1,654,571    1,696,210   1,625,729
                                ==========   ==========   ==========  ==========

Per-Share Amount                $     0.14   $     0.10   $     0.29  $     0.19
                                ==========   ==========   ==========  ==========


                                        8

<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

--------------------------------------------------------------------------------
                                     NOTE 4.
                                SUBSEQUENT EVENTS
--------------------------------------------------------------------------------

On October 30, 1998, the Company's Board of Directors signed a definitive merger
agreement with Cort Investment Group, Inc., a privately-owned  Texas corporation
d/b/a  Contract  Network  ("CNI").  Under the terms of the  agreement,  CNI will
acquire RSI for $8,575,000 in cash. CNI has been a leader in the  remanufactured
modular office furniture industry since 1988, specializing in the reconditioning
and marketing of  workstations  originally  manufactured by Steelcase and Herman
Miller.  The  acquisition,  scheduled  for closing in early 1999, is subject to,
among other things, RSI meeting certain financial conditions,  the completion of
satisfactory  due  diligence  by CNI,  approval of the  transaction  by relevant
regulatory  agencies  and RSI  shareholder  approval.  The Company is  currently
drafting a proxy  statement  which is expected to be filed with the SEC pursuant
to the  requirements of the Securities  Exchange Act of 1934 during the month of
November, 1998.


                                        9


<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

The  statements  contained  in this  report  that are not  historical  facts may
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities  Exchange Act of 1933, as amended,  and Section 21E of the Securities
Exchange Act of 1934,  as amended,  and are subject to the safe harbors  created
thereby.  These  forward-looking  statements  involve  risks and  uncertainties,
including,  but not  limited  to, the risk that the  Company  may not be able to
geographically diversify its operations on a profitable basis, and the risk that
the  Company  may  not be able to  continue  to  increase  sales,  maximize  its
production  capacity,  maintain adequate  inventory levels at an acceptable cost
and employ  qualified  personnel in response to rising sales.  In addition,  the
Company's   business,   operations  and  financial   condition  are  subject  to
substantial  risks that are  described in the Company's  reports and  statements
filed  from time to time with the  Securities  and  Exchange  Commission.  These
reports and  statements  include the Company's  Annual Report on Form 10-KSB for
the fiscal year ended March 31, 1998 and  Quarterly  Report on Form 10-Q for the
quarter ended June 30, 1998.

RESULTS OF OPERATIONS

FOR THE QUARTERS ENDED SEPTEMBER 30, 1998 AND 1997

Reconditioned  Systems,  Inc. (the "Company")  reported net income for the three
month period ended September 30, 1998  (hereinafter the "reporting  quarter") of
$246,230 as compared to $161,078 for the three month period ended  September 30,
1997 (hereinafter the "comparable  quarter").  This $85,152 or 52.9% increase is
primarily a result of increased sales volume.

The Company  reported sales for the reporting  quarter of $3,121,374 as compared
to $2,245,816 for the comparable  quarter,  resulting in an increase of $875,558
or 39%. This increase was primarily  attributable to a significant new wholesale
contract and the addition of new retail sales representatives.

Wholesale  sales totaled  $2,022,024 for the reporting  quarter,  an increase of
$608,186  or 43%  over  the  comparable  quarter.  This  increase  is  primarily
attributable to the continued  success of RSI's  wholesale  marketing plan which
was  implemented  during  fiscal  1998.  In addition to  actively  pursuing  new
dealer/broker  relationships,  the  wholesale  division was awarded an exclusive
sales  contract  to provide  modular  furniture  in excess of $1 million  over a
period of 18-24 months. The first phase of this contract began in late June with
$135,451 in sales.  Sales under this contract totaled $336,426 for the reporting
quarter.

Retail sales in the Phoenix and Tucson  markets  totaled  $1,099,350  during the
reporting quarter,  an increase of $267,372 or 32% over the comparable  quarter.
During the quarter ended June 30, 1998, the Company hired and trained additional
new sales  representatives  to add to the existing sales staff.  The Company has
developed a formal training  program  designed to equip new salespeople with the
proper  training  and product  knowledge.  While the Company  believes the newly
hired sales  representatives  will be  successful  in  developing  the necessary
skills to achieve  their sales goals,  there can be no certainty  that they will
meet those expectations.


                                       10
<PAGE>

The  Company's  gross  profit  margin for the  reporting  quarter was 21.5%,  as
compared to a gross profit margin of 23.9% for the comparable quarter. This 2.4%
decrease in the gross margin was primarily  attributed  to higher  product costs
and lower wholesale pricing.  Recent tougher competition with newly manufactured
"bargin"  product-lines  has  driven  profit  margins  down.  In  addition,  the
Company's  gross margin was  negatively  impacted by changes in customer  demand
which required the Company to supplement and modify its inventory.

The  Company's  selling and  administrative  expenses were reduced from 16.6% of
sales in the  comparable  quarter to 14.0% for the reporting  quarter.  The 2.6%
decrease was primarily a result of the significant increase in sales.

The Company's  other income and expenses,  which consists  primarily of interest
income and  expense,  improved  by $17,068  from the  comparable  quarter to the
reporting quarter.  This improvement was primarily due to the elimination of the
Company's interest expense and minimum interest requirements associated with its
previous line of credit agreement and increased  interest  income.  At September
30, 1998, the Company carried a zero dollar balance on its line of credit.

FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 1998 AND 1997

The Company  reported  net income of  $488,777  for the six month  period  ended
September 30, 1998 (hereinafter the "reporting  period") as compared to $309,886
for the six month period ended September 30, 1997  (hereinafter  the "comparable
period"), an increase of 57.7%.

Sales revenues for the reporting period totaled $5,774,466,  a $1,261,288 or 28%
increase over the comparable  period.  Improved wholesale revenues accounted for
86% of the total increased sales.

Wholesale  sales for the reporting  period totaled  $3,660,608,  a $1,090,133 or
42.4% increase over the comparable  period.  The wholesale division continues to
actively  pursue  sales  growth by  targeting  the western  region of the United
States and has been successful in breaking into some of these markets.

The Company  generated  $2,113,858 in retail sales during the reporting  period.
This  represents a $171,156 or 8.81%  increase over the comparable  period.  The
Company  continues to pursue  growth in the Phoenix and Tucson  markets  through
advertising and maintaining a well-trained and hard-working sales staff.

Despite the  increased  revenues,  the  Company's  gross profit margin fell from
24.8% in the comparable period to 22.4% in the reporting period. This was due to
the higher  product  costs and lower  profits  margins as a result of  increased
competition,  changes to the  product-mix  and greater  demand for newer Haworth
product-lines.

Selling and  administrative  expenses as a percentage of sales improved by 3.3%,
from 17.6% in the comparable period to 14.3% during the reporting  period.  This
was a result of the overall  lower  percentage  of fixed  expenses to  increased
sales revenues.


                                       11
<PAGE>

The Company generated an additional  $38,111 over the comparable period in other
income  by  eliminating  interest  expense  and  increasing  interest  income as
discussed above.

INCOME TAXES

As  of  March  31,  1998,  the  Company  had  federal  loss   carryforwards   of
approximately   $2,120,000  and  state  loss   carryforwards   of  approximately
$1,920,000.  During the periods ended  September 30, 1998 and 1997,  the Company
benefited  from  these  loss   carryforwards  in  the  approximate   amounts  of
$195,000and $124,000, respectively.

FINANCIAL CONDITION AND LIQUIDITY

As of September  30,  1998,  the  Company's  cash and cash  equivalents  totaled
$836,411.  In addition,  the  Company's  net worth and working  capital  totaled
$2,704,331 and $2,362,795,  respectively.  The Company has no material long-term
debt and  $1,000,000  available  on its line of credit  through M&I  Thunderbird
Bank.

The Company reported cash flows from operations of $168,601 during the reporting
period.  This was  primarily  a result of the  increase  in sales  and  improved
results of operations as discussed above. The Company's sales growth resulted in
increasing the Company's accounts  receivable  balances by $464,095 at September
30, 1998 as compared to March 31, 1998. The Company's  collection  rate improved
from 40 days in the comparable  period to 38 days in the reporting  period.  The
Company's long-term goal is to maintain a collection rate at or near 30 days.

The increased accounts receivables were offset by the Company's strong operating
results and increased  inventory turns during the reporting  period.  Annualized
inventory turns for the reporting  period were 10.4, as compared to 6.75 for the
year ended  March 31,  1998.  This  improvement  was  primarily  a result of the
Company's  ability  to  increase  sales  without  increasing  inventory  levels.
However,  management  believes any  additional  sales  increases may require the
Company to increase current inventory levels.

YEAR 2000 COMPLIANCE

The Company has completed its assessment of Year 2000  compliance  issues and is
currently  investigating new computer accounting software programs.  The Company
estimates  the cost to replace  its current  hardware  and  software  will total
approximately $100,000 and will take between six and nine months to implement. A
contingeny  plan has been  adopted  which would  upgrade the  Company's  current
systems  to Year 2000  Compliance.  This  plan  would  require  30 to 60 days to
implement at a cost of  approximately  $50,000.  The Company intends to fund the
project from current cash reserves.

SUBSEQUENT EVENTS

On October 30, 1998, the Board of Directors of Reconditioned Systems, Inc. (RSI)
signed a  definitive  merger  agreement  with Cort  Investment  Group,  Inc.,  a
privately owned Texas  corporation  d/b/a Contract  Network  ("CNI").  Under the
terms of the  agreement,  CNI will acquire RSI for  $8,575,000 in cash.  CNI has
been a leader in the  remanufactured  modular  office  furniture  industry since

                                       12
<PAGE>

1988,   specializing  in  the   reconditioning  and  marketing  of  workstations
originally  manufactured  by  Steelcase  and  Herman  Miller.  The  acquisition,
scheduled  for closing in early 1999,  is subject to,  among other  things,  RSI
meeting  certain  financial  conditions,  the  completion  of  satisfactory  due
diligence by CNI,  approval of the transaction by relevant  regulatory  agencies
and  RSI  shareholder  approval.  The  Company  is  currently  drafting  a proxy
statement  which  is  expected  to  be  filed  with  the  SEC  pursuant  to  the
requirements  of the  Securities  Exchange  Act of  1934  during  the  month  of
November, 1998.



                                       13
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The  Company is not party to any pending  legal  proceeding  other than  routine
litigation incidental to the business.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's Annual Meeting was held on August 14, 1998.  Shareholders voted on
the appointment of the Company's auditors and election of the Company's Board of
Directors. The following table provides the voting results:

                                                Voted                   Broker
Proposal          Shares Eligible  Voted For   Against   Abstentions   Non-Votes
--------------------------------------------------------------------------------
1 - Election of
directors:
--------------------------------------------------------------------------------
Wayne Collignon     1,473,950      1,058,761      0             0         0
--------------------------------------------------------------------------------
Dirk Anderson       1,473,950      1,058,761      0             0         0
--------------------------------------------------------------------------------
Scott Ryan          1,473,950      1,058,761      0             0         0
--------------------------------------------------------------------------------
Susan Zinga         1,473,950        691,022      0             0         0
--------------------------------------------------------------------------------
Warren Palitz       1,473,950        782,928      0             0         0
--------------------------------------------------------------------------------
2- Appointment
 of auditors        1,473,950      1,057,660      0         1,101         0
--------------------------------------------------------------------------------

ITEM  5. OTHER INFORMATION

None.


                                       14

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are filed herewith pursuant to Regulation S-B:
<TABLE>
<CAPTION>
  NO.                      DESCRIPTION                                           REFERENCE
<S>                                                                              <C>
  2.1    Definitive merger agreement between Cort Investment 
         Group, Inc. and Reconditioned Systems, Inc.                                 9
  3.1    Articles of Incorporation of the Registrant, as amended and restated        3
  3.2    Bylaws of Registrant, as amended and restated                               3
  4.1    Form of Common Stock Certificate                                            1
  4.5    Registration Rights Agreements                                              2
* 4.9    Options issued to Wayne R. Collignon                                        4
* 4.10   Options issued to Dirk D. Anderson                                          4
* 4.11   Amendment to Options issued to Wayne Collignon                              5
* 4.12   Amendment to Options issued to Dirk D. Anderson                             5
* 4.13   Options issued to Wayne R. Collignon                                        5
* 4.14   Options issued to Dirk D. Anderson                                          5
* 4.15   Options issued to Scott W. Ryan                                             5
* 4.16   Options issued to Scott W. Ryan                                             5
 10.1    Lease Agreement, dated April 12, 1990 between Boston Safe Deposit
         and Trust Company, as Lessor, and Registrant as Lessee                      1
*10.21   Employment Agreement between the Registrant and Wayne R. Collignon          3
*10.22   Employment Agreement between the Registrant and Dirk D. Anderson            3
 10.23   Third amendment to the Lease between the Registrant, as Lessee, 
         and Newhew Associates, as Lessor                                            3
 10.24   Loan documents between the Registrant and Norwest Business Credit, Inc.     3
*10.25   Amendment to Employment Agreement between Registrant and 
         Wayne Collignon                                                             4
*10.26   Amendment to Employment Agreement between Registrant and
         Dirk Anderson                                                               4
 10.27   Amendments to Loan document between Norwest Business Credit
         and Registrant                                                              4
 10.28   Amendment to Loan document between Norwest Business Credit
         and Registrant                                                              5
 10.29   Loan document between Registrant and M&I Thunderbird Bank                   6
*10.30   Loan document between Registrant and Wayne R. Collignon                     7
*10.31   Loan document between Registrant and Dirk D. Anderson                       7
 10.32   Loan document between M&I Thunderbird Bank and the Registrant               8

         (1)  Filed with Registration Statement on Form S-18, No. 33-51980-LA, under
              the Securities Act of 1933, as declared effective on December 17, 1992
         (2)  Filed with Form 10-KSB on July 13, 1995
         (3)  Filed with Form 10-KSB on July 2, 1996
         (4)  Filed with Form 10-QSB on November 14, 1996
         (5)  Filed with 10-KSB on June 26, 1997
         (6)  Filed with 10-QSB on November 14, 1997
         (7)  Filed with 10-QSB on February 10, 1998
         (8)  Filed with 10-QSB on August 14, 1998
         (9)  Filed herein
         (*)  Indicates a compensatory plan or arrangement
</TABLE>
(b) Reports on Form 8-K:

No reports were filed on Form 8-K during the quarter ended September 30, 1998.

                                       15
<PAGE>

                                   SIGNATURES

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


RECONDITIONED SYSTEMS, INC.


Date:  November 13, 1998                 /s/ Wayne R. Collignon
                                         -------------------------------------
                                         Wayne R. Collignon, President and CEO


Date:  November 13, 1998                 /s/ Dirk D. Anderson
                                         -------------------------------------
                                         Dirk D. Anderson, CFO


                                       16