UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


                                   (Mark One)
        [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
             FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003.

                                       or

         [ ] 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: 1-8328


                                  Anacomp, Inc.
             (Exact name of registrant as specified in its charter)


Indiana                                                35-1144230
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)



            15378 Avenue of Science, San Diego, California 92128-3407
                                 (858) 716-3400
 (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)



     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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes X No

     As of April 30, 2003, the number of outstanding  shares of the registrant's
Class A common Stock,  $.01 par value per share, was 4,034,500 and the number of
outstanding shares of the registrant's Class B common Stock, $0.01 par value per
share, was 4,034.
<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

     PART I.         FINANCIAL INFORMATION                                                           Page
     <S>             <C>                                                                              <C>
     Item 1.         Financial Statements:

                         Condensed Consolidated Balance Sheets at
                              March 31, 2003 and September 30, 2002...........................         2

                         Condensed Consolidated Statements of Operations
                              Three Months Ended March 31, 2003 and 2002......................         3

                         Condensed Consolidated Statements of Operations
                              Six Months Ended March 31, 2003 and 2002........................         4

                         Condensed Consolidated Statements of Cash Flows
                              Six Months Ended March 31, 2003 and 2002........................         5

                         Notes to the Condensed Consolidated Financial Statements.............         7

     Item 2.         Management's Discussion and Analysis of Financial
                              Condition and Results of Operations.............................        15


     Item 3.         Quantitative and Qualitative Disclosures About Market Risk...............        30

     Item 4.         Controls and Procedures..................................................        30


     PART II.        OTHER INFORMATION

     Item 1.         Legal Proceedings........................................................        31

     Item 4.         Submission of Matters to a Vote of Securities Holders....................        31

     Item 6.         Exhibits and Reports on Form 8-K.........................................        31

     SIGNATURES      .........................................................................        32

     Exhibit 99.1    Certification of Chief Executive Officer.................................        33

     Exhibit 99.2    Certification of Chief Financial Officer.................................        34
</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     Reorganized Company
                                                                          ________________________________________
(in thousands)                                                                 March 31,           September 30,
                                                                                 2003                  2002
                                                                          ___________________   __________________
<S>                                                                       <C>                   <C>
Assets                                                                        (Unaudited)
Current assets:
    Cash and cash equivalents...........................................  $         14,655      $         15,561
    Receivable on sale of Swiss subsidiaries - current portion..........             1,277                   ---
    Accounts receivable, net............................................            31,562                33,990
    Inventories, net....................................................             2,815                 3,474
    Prepaid expenses and other..........................................             4,884                 6,442
    Assets of discontinued operations...................................               ---                12,027
                                                                          ___________________   __________________
Total current assets....................................................            55,193                71,494

Property and equipment, net.............................................            19,621                21,448
Reorganization value in excess of identifiable net assets...............            73,093                73,227
Intangible assets, net..................................................             9,821                10,813
Receivable on sale of Swiss subsidiaries - long-term portion............             1,248                   ---
Other assets............................................................             2,442                 3,101
                                                                          ___________________   __________________
                                                                           $       161,418      $        180,083
                                                                          ===================   ==================
Liabilities and Stockholders' Equity
Current liabilities:
    Current portion of senior secured revolving credit facility.........   $        11,365      $         29,975
    Accounts payable....................................................             6,909                 9,797
    Accrued compensation, benefits and withholdings.....................            14,182                16,294
    Deferred revenue....................................................             8,321                 7,117
    Accrued income taxes................................................             1,461                 1,264
    Other accrued liabilities...........................................             8,284                 9,305
    Liabilities of discontinued operations..............................               ---                 4,241
                                                                          ___________________   __________________
Total current liabilities...............................................            50,522                77,993
                                                                          ___________________   __________________

Long-term liabilities:
    Unfunded accumulated benefit obligation.............................             6,233                 6,233
    Other long-term liabilities.........................................             4,108                 4,023
                                                                          ___________________   __________________
Total long-term liabilities.............................................            10,341                10,256
                                                                          ___________________   __________________

Stockholders' equity:
    Preferred stock.....................................................               ---                   ---
    Common stock........................................................                40                    40
    Additional paid-in capital..........................................            97,000                96,942
    Accumulated other comprehensive loss................................            (2,542)               (2,836)
    Retained earnings (deficit).........................................             6,057                (2,312)
                                                                          ___________________   __________________
Total stockholders' equity..............................................           100,555                91,834
                                                                          ___________________   __________________
                                                                          $        161,418      $        180,083
                                                                          ===================   ==================
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements
<PAGE>

                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   Reorganized Company
                                                                          ________________________________________
(in thousands, except per share amounts)                                  Three months ended   Three months ended
                                                                            March 31, 2003        March 31, 2002
                                                                          __________________   ___________________
<S>                                                                       <C>                  <C>
Revenues:
    Services...........................................................   $         43,038     $        48,717
    Equipment and supply sales.........................................              9,743              11,890
                                                                          __________________   ___________________
                                                                                    52,781              60,607
                                                                          __________________   ___________________
Cost of revenues:
    Services...........................................................             28,914              32,121
    Equipment and supply sales.........................................              6,689               8,334
                                                                          __________________   ___________________
                                                                                    35,603              40,455
                                                                          __________________   ___________________

Gross profit...........................................................             17,178              20,152
Costs and expenses:
    Engineering, research and development..............................              1,581               1,604
    Selling, general and administrative................................             13,634              15,256
    Amortization of intangible assets..................................                496                 496
                                                                          __________________   ___________________


Operating income from continuing operations............................              1,467               2,796
                                                                          __________________   ___________________

Other income (expense):
    Interest income....................................................                 78                  71
    Interest expense and fee amortization..............................               (631)             (1,205)
    Other..............................................................                 90                (124)
                                                                          __________________   ___________________
                                                                                      (463)             (1,258)
                                                                          __________________   ___________________
Income from continuing operations before income taxes..................              1,004               1,538
Provision for income taxes.............................................                547               1,253
                                                                          __________________   ___________________
Income from continuing operations......................................                457                 285
Income from discontinued operations, net of taxes......................                ---                 618
Loss on sale of discontinued operations, net of taxes..................               (200)                ---
                                                                          __________________   ___________________
Net income.............................................................   $            257     $           903
                                                                          ==================   ===================

Basic and diluted per share data:
    Basic and diluted income from continuing operations................   $           0.11     $          0.07
    Basic and diluted income from discontinued operations..............               0.00                0.15
    Loss on sale of discontinued operations............................              (0.05)               0.00
                                                                          __________________   ___________________
    Basic and diluted net income.......................................   $           0.06     $          0.22
                                                                          ==================   ===================


Shares used in computing basic and diluted net income per share........              4,039               4,034
                                                                          ==================   ===================

</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements
<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                        Predecessor
                                                                    Reorganized Company                   Company
                                                           _____________________________________    ___________________
(in thousands, except per share amounts)                    Six months ended  Three months ended    Three months ended
                                                             March 31, 2003     March 31, 2002       December 31, 2001
                                                           _________________  __________________    ___________________
                                                              (Unaudited)         (Unaudited)
<S>                                                        <C>                <C>                   <C>
Revenues:
    Services............................................   $         85,863   $         48,717       $        55,098
    Equipment and supply sales..........................             19,889             11,890                12,926
                                                           _________________  __________________    ___________________
                                                                    105,752             60,607                68,024

Cost of revenues:
    Services............................................             57,908             32,121                36,630
    Equipment and supply sales..........................             13,280              8,334                 9,874
                                                           _________________  __________________    ___________________
                                                                     71,188             40,455                46,504
                                                           _________________  __________________    ___________________

Gross profit............................................             34,564             20,152                21,520
Costs and expenses:
    Engineering, research and development...............              3,433              1,604                 1,680
    Selling, general and administrative.................             27,630             15,256                15,643
    Amortization of intangible assets...................                992                496                 2,896
    Restructuring credits...............................                ---                ---                (1,032)
                                                           _________________  __________________    ___________________

Operating income from continuing operations.............              2,509              2,796                 2,333
                                                           _________________  __________________    ___________________

Other income (expense):
    Interest income.....................................                147                 71                   155
    Interest expense and fee amortization...............             (1,394)            (1,205)               (3,114)
    Other...............................................                 28               (124)              265,108
                                                           _________________  __________________    ___________________
                                                                     (1,219)            (1,258)              262,149
                                                           _________________  __________________    ___________________
Income from continuing operations before reorganization
    items, and income taxes.............................              1,290              1,538               264,482
Reorganization items....................................                ---                ---                13,328
                                                           _________________  __________________    ___________________
Income from continuing operations before income taxes...              1,290              1,538               277,810
Provision for income taxes..............................              1,105              1,253                   450
                                                           _________________  __________________    ___________________
Income from continuing operations.......................                185                285               277,360
Income from discontinued operations, net of taxes.......                ---                618                   ---
Gain on sale of discontinued operations, net of taxes...              8,184                ---                   ---
                                                           _________________  __________________    ___________________
Net income..............................................   $          8,369   $             903        $     277,360
                                                           =================  ==================    ===================

Basic and diluted per share data:
    Basic and diluted income from continuing operations.   $           0.05   $           0.07
    Basic and diluted income from discontinued
         operations.....................................               0.00               0.15
    Gain on sale of discontinued operations.............               2.03               0.00
                                                           _________________  __________________
    Basic and diluted net income........................   $           2.08   $           0.22
                                                           =================  ==================

Shares used in computing basic and diluted net income...
    per share...........................................              4,039              4,034
                                                           =================  ==================

</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements
<PAGE>

                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                       Predecessor
                                                                    Reorganized Company                  Company
(in thousands)                                              _____________________________________    ___________________
                                                            Six months ended   Three months ended    Three months ended
                                                             March 31, 2003      March 31, 2002       December 31, 2001
                                                            _________________  __________________    ___________________
                                                              (Unaudited)         (Unaudited)
<S>                                                         <C>                <C>                   <C>
Cash flows from operating  activities:
    Net income............................................  $         8,369    $           903       $       277,360
    Adjustments to reconcile net income to net
        cash provided by operating activities:
      Other income due to extinguishment of debt..........              ---                ---              (265,329)
      Adjustments of assets and liabilities to fair value.              ---                ---               (16,916)
      Write off of deferred debt issuance costs and
         unamortized premiums and discounts...............              ---                ---                 2,216
      Gain on sale of discontinued operations.............           (8,184)               ---                   ---
      Income from discontinued operations.................              ---               (618)                  ---
      Depreciation and amortization.......................            7,627              4,434                 7,194
      Non-cash settlement of facility lease contract......              ---                ---                   349
      Amortization of debt fees, premiums, and discounts..              344                172                    92
      Non-cash compensation...............................               58                ---                   ---
       Change in assets and liabilities:
        Accounts and other receivables....................            2,428             (1,972)                3,092
        Inventories.......................................              659               (246)                  739
        Prepaid expenses and other assets.................            1,791              1,583                   332
        Accounts payable, accrued expenses and other
           liabilities....................................           (7,851)              (622)               (3,733)
        Accrued interest..................................              ---                250                  (387)
                                                            _________________  __________________    ___________________
         Net cash provided by continuing operations.......            5,241              3,884                 5,009
         Net cash provided by discontinued operations.....              ---              1,495                   ---
                                                            _________________  __________________    ___________________
         Net cash provided by operating activities........            5,241              5,379                 5,009
                                                            _________________  __________________    ___________________
Cash flows from investing activities:
    Purchases of property and equipment...................           (1,518)            (1,110)               (1,075)
    Proceeds from sale of discontinued operations, net....           13,398                ---                   ---
                                                            _________________  __________________    ___________________
         Net cash provided by (used in) investing
             activities...................................           11,880             (1,110)               (1,075)
                                                            _________________  __________________    ___________________

Cash flows from financing activities:
    Principal payments on revolving line of credit, net...          (18,610)           (11,700)               (2,000)
                                                            _________________  __________________    ___________________
         Net cash used in financing activities............          (18,610)           (11,700)               (2,000)
                                                            _________________  __________________    ___________________
Effect of exchange rate changes on cash and cash
    equivalents...........................................              583                (84)                  637
                                                            _________________  __________________    ___________________
(Decrease) increase in cash and cash equivalents..........             (906)            (7,515)                2,571
Less increase in cash from discontinued operations........              ---             (1,495)                  ---
                                                            _________________  __________________    ___________________
Cash and cash equivalents at beginning of period..........           15,561             26,879                24,308
                                                            _________________  __________________    ___________________
Cash and cash equivalents at end of period................  $        14,655    $        17,869       $        26,879
                                                            =================  ==================    ===================

</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements
<PAGE>


<TABLE>
<CAPTION>

Supplemental Disclosures of Cash Flow Information:                                                     Predecessor
                                                                    Reorganized Company                  Company
                                                           _____________________________________    __________________
(in thousands)                                              Six months ended  Three months ended    Three months ended
                                                             March 31, 2003     March 31, 2002       December 31, 2001
                                                           _________________  __________________    __________________
                                                              (unaudited)        (unaudited)
<S>                                                        <C>                <C>                   <C>
Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest..........................         $           1,010   $           555      $          1,434
                                                           =================  ==================    ==================
  Cash paid for income taxes......................         $             627   $           607      $            459
                                                           =================  ==================    ==================
</TABLE>























        See the Notes to the Condensed Consolidated Financial Statements
<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Company Reorganization

On October 19,  2001,  we filed a voluntary  petition for  reorganization  under
Chapter 11 of the U.S.  Bankruptcy  Code,  together with a  prepackaged  plan of
reorganization,  with the U.S.  Bankruptcy  Court for the  Southern  District of
California.  The U.S.  Bankruptcy Court confirmed the plan on December 10, 2001,
and we emerged from bankruptcy effective December 31, 2001.


The primary  benefits of our bankruptcy  were the elimination of $310 million of
senior  subordinated notes,  related accrued interest of $52.3 million,  and the
related annual interest expense of approximately $34 million.  Additionally, our
credit facility was amended such that we cured previous events of default and we
continue to have the ability to borrow under the credit  facility  (see Note 4).
New  Common  Stock was  distributed  to the  holders  of the notes as well as to
holders of the previously existing Common Stock.


Also, as a result of the Chapter 11 reorganization, the following occurred:

     o    all unexercised options were canceled;
     o    prior stock option plans were terminated;
     o    executory contracts were assumed or rejected;
     o    trade  creditors were paid in the ordinary course of business and were
          not impaired;
     o    members of a new Board of Directors were  designated by the holders of
          the subordinated notes;
     o    403,403 shares of new Class A Common Stock were  authorized for use in
          the establishment of new stock option plans; and
     o    the senior secured revolving credit facility was amended.

The U.S.  Bankruptcy Court issued its final decree on September 27, 2002 closing
the Chapter 11 case.  There are no remaining  claims or  unrecorded  obligations
related to the bankruptcy proceedings.

Note 2.  Basis of Presentation

At December 31, 2001, as a result of our emergence from  bankruptcy,  we adopted
Fresh Start  Reporting in  accordance  with AICPA  Statement  of Position  90-7,
"Financial  Reporting by Entities in Reorganization  under the Bankruptcy Code."
Fresh Start Reporting  resulted in material changes to the Consolidated  Balance
Sheet as of December 31, 2001, including adjustment of assets and liabilities to
estimated fair values, the valuation of equity based on the reorganization value
of the ongoing business,  and the recording of an asset for reorganization value
in  excess  of  the  fair  value  of  the  separately  identifiable  assets  and
liabilities (similar to goodwill).

The accompanying  financial statements include historical information from prior
to December 31, 2001,  the effective  date we emerged from  bankruptcy,  and are
identified  as  financial  statements  of the  Predecessor  Company.  Due to our
reorganization and the implementation of Fresh Start Reporting (see Note 3), the
financial  statements for the Reorganized Company are not comparable to those of
the Predecessor Company.

The  accompanying  consolidated  financial  statements  include the  accounts of
Anacomp and our wholly-owned subsidiaries.

We account for our employee  stock option plans in  accordance  with APB Opinion
No. 25, under which  compensation  expense is recognized  only to the extent the
exercise  price of the option is less than the fair  market  value of a share of
stock at the date of grant (the intrinsic  value method).  Accordingly,  we have
adopted  the  disclosure  only  requirements  of SFAS No. 123,  "Accounting  for
Stock-Based   Compensation"  and  SFAS  No.  148,  "Accounting  for  Stock-Based
Compensation-Transition  and  Disclosure." Had employee  compensation  costs for
these  plans been  determined  based on their fair value on their  grant date in
accordance  with SFAS No. 123,  our net  results  would have been as follows (in
thousands, except per-share amounts):



<TABLE>
<CAPTION>


For the three months ended March 31:                                                 Reorganized Company
                                                                                __________________________________
                                                                                      2003                2002
                                                                                _________________    _____________
<S>                                                                             <C>                  <C>

    Net income as reported.............................................           $     257             $     903
    Add: Stock-based employee compensation expense included in
        reported net income, net of related tax effects................                 ---                   ---
    Deduct: Total stock-based employee compensation expense determined
        under fair value method for all awards granted since December
        31, 2001, net of related tax effects ..........................                (159)                  ---
                                                                                _________________    _____________
    Pro forma net income...............................................             $    98             $     903
                                                                                =================    =============

    Basic and diluted net income per share:
          As reported..................................................           $    0.06             $    0.22
          Pro forma....................................................           $    0.02             $    0.22

</TABLE>

<TABLE>
<CAPTION>

                                                                                                   Predecessor
                                                                Reorganized Company                  Company
                                                       _____________________________________    ___________________
                                                       Six months ended   Three months ended    Three months ended
                                                        March 31, 2003      March 31, 2002       December 31, 2001
                                                       ________________   __________________    ___________________
    <S>                                                <C>                <C>                   <C>
    Net income as reported..........................   $         8,369    $             903     $         277,360
    Add: Stock-based employee compensation expense
        included in reported net income, net of
        related tax effects.........................               ---                  ---                   ---
    Deduct: Total stock-based employee compensation
        expense determined under fair value method
        for all awards granted since December 31,
        2001, net of related tax effects ...........              (321)                 ---                   ---
                                                       ________________   __________________    ___________________
    Pro forma net income............................   $         8,048    $             903     $         277,360
                                                       ================   ==================    ===================

    Basic and diluted net income per share:
          As reported...............................   $          2.08    $            0.22
          Pro forma.................................   $          1.99    $            0.22
</TABLE>



All significant  intercompany  accounts and transactions have been eliminated in
consolidation.  The  financial  statements,  except for the balance  sheet as of
September 30, 2002 and the statements of operations and cash flows for the three
months ended  December 31, 2001,  have not been  audited,  but in the opinion of
management, include all adjustments (consisting of normal recurring adjustments,
the Fresh  Start  adjustments  described  in Note 3 and the sale of  Switzerland
adjustments  described  in  Note 5)  necessary  for a fair  presentation  of our
financial  position,  results  of  operations  and cash  flows  for all  periods
presented.  These financial  statements  should be read in conjunction  with the
financial  statements  and notes thereto for the year ended  September 30, 2002,
included  in our  fiscal  2002  Annual  Report on Form 10-K.  Interim  operating
results are not necessarily indicative of operating results for the full year or
for any other period.

Preparation of the accompanying  condensed  consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities,  the  disclosure  of  contingent  assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the periods presented. Estimates have been prepared
on the basis of the most current available  information and actual results could
differ from those estimates.

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

Note 3. Fresh Start Reporting

Our enterprise  value after  reorganization  at December 31, 2001 was determined
based on the  consideration  of many  factors and  resulted in a  reorganization
value  (over the fair value of  identifiable  net assets) of $73.1  million,  as
adjusted, and is reported as "Reorganization value in excess of identifiable net
assets".  Although  the asset  will not be subject  to future  amortization  (in
accordance with Statement of Financial  Accounting  Standards  ("SFAS") No. 142,
"Goodwill and Other  Intangible  Assets"),  it will be subject to, at a minimum,
annual impairment testing.

In developing the assumptions  underlying the enterprise  valuation,  management
considered  historical  results as well as its best estimates of expected future
market conditions based on information available as of December 31, 2001. Actual
future  events  and  results  could  differ   substantially   from  management's
estimates,  assumptions and  projections.  Unfavorable  changes  compared to our
projections  used for Fresh  Start  Reporting  purposes  could  result in future
impairments of our reorganization asset and identifiable intangible assets.

As a result of Fresh Start Reporting, identifiable intangible assets were valued
and consist of the following to be amortized over the useful lives indicated:

<TABLE>
<CAPTION>


     (dollars in thousands)                                                  Life in Years     March 31, 2003
     _______________________________________________________________________ _____________     ______________
     <S>                                                                     <C>
     Customer contracts and related customer relationships..................       10          $      7,600
     Digital technology and intellectual property...........................        3                 3,100
     COM technology and intellectual property...............................       10                 1,300
     COM production software................................................        5                   300
                                                                                               ______________
     Total..................................................................                         12,300
     Less: accumulated amortization.........................................                          2,479
                                                                                               ______________
                                                                                               $      9,821
                                                                                               ==============
</TABLE>

The income due to  extinguishment  of debt,  net of taxes,  for the period ended
December 31, 2001, is calculated as follows:
<TABLE>
<CAPTION>

                (in thousands)                                                    Amount
                _________________________________________________________    _______________
                <S>                                                          <C>
                Carrying value of senior subordinated notes..............    $      310,000
                Carrying value of related accrued interest...............            52,254
                Issuance of new common stock.............................           (96,925)
                                                                             _______________
                    Other income due to extinguishment of debt               $      265,329
                                                                             ===============
</TABLE>


The holders of the senior subordinated notes received 99.9% of the new equity of
the Reorganized  Company;  therefore,  the net equity of the Reorganized Company
was used as the basis for consideration  exchanged in determining the income due
to  extinguishment  of debt.  There is no income  statement  tax effect from the
extinguishment of debt (see Note 6).

In accordance  with Statement of Position 90-7,  transactions of the Predecessor
Company resulting from the Chapter 11 reorganization are reported  separately as
reorganization  items in the accompanying  Condensed  Consolidated  Statement of
Operations for the period ended December 31, 2001, and are summarized below:
<TABLE>
<CAPTION>

                                                                            Three Months Ended
               (in thousands)                                                December 31, 2001
               ________________________________________________________     __________________
               <S>                                                          <C>
               Adjustment of assets and liabilities to fair value......     $       16,916
               Write off of deferred debt issuance costs and
                    unamortized premiums and discounts.................             (2,216)
               Professional fees and other reorganization costs........             (1,023)
               Settlement of facility lease contract...................               (349)
                                                                            __________________
                   Reorganization items                                     $       13,328
                                                                            ==================
</TABLE>


Note 4.  Senior Secured Revolving Credit Facility

On  December  31,  2001,  Anacomp and Fleet  National  Bank,  as agent,  and its
syndicate of lenders  (collectively,  "the Bank Group")  entered into an Amended
and Restated  Revolving Credit  Agreement.  The credit agreement  provides for a
commitment  of $28.0 million as of March 31, 2003,  with a $21.7 million  direct
borrowing  sublimit and a $6.3  million  letter of credit  sublimit.  The credit
commitment will be further reduced by future periodic  scheduled  amounts and by
85% of the remaining proceeds from the sale of the Switzerland subsidiaries. The
facility is available for new  borrowings  when  borrowings are below the direct
borrowing sublimit.

Effective  December 19, 2002,  we signed an  amendment to the  revolving  credit
agreement. The amendment modifies certain financial covenants to accommodate the
sale of our Switzerland  operations and current business plans. Other changes to
the agreement included a permanent  reduction to the credit facility  commitment
of $10.0 million,  a decrease in future  quarterly  commitment  reductions,  and
provisions for acquisitions and/or divestitures under specified conditions.

At March 31,  2003,  the  outstanding  revolving  credit  borrowings  were $11.4
million (plus outstanding standby letters of credit of $6.2 million). During the
six month period ended March 31, 2003, we made net cash payments  totaling $12.8
million and have $10.4 million of borrowing capacity,  after the effect of other
commitment reductions during the quarter.

The original maturity date of the amended facility was June 30, 2003, and it has
been  extended to December 31, 2003 due to our receipt of proceeds from the sale
of the  Switzerland  subsidiaries.  We have  permanently  reduced the  borrowing
sublimit of the credit  facility  commitment  and have  reduced the  outstanding
borrowings by $10.0 million. The credit facility commitment was also permanently
reduced by $0.8  million upon the initial  receipt of proceeds  from the sale of
our Switzerland operations and subsidiaries in October 2002.

The credit  agreement  bears  interest at a base rate equal to the higher of (a)
the annual rate of interest  announced  from time to time by Fleet National Bank
as its best  rate,  or (b)  one-half  of one  percent  above the  Federal  Funds
Effective  Rate,  for the portion of the facility  equal to a Formula  Borrowing
Base ("FBB").  The FBB equals 80% of eligible  accounts,  which include U.S. and
Canadian  accounts  receivable.  The rate of interest is three percentage points
higher than the base rate for the facility balance  outstanding in excess of the
FBB. Interest is due and payable monthly in arrears. The interest rate was 4.25%
for the FBB portion and 7.25% for the excess portion at March 31, 2003. At March
31,  2003,  the  FBB was  $13.5  million;  accordingly,  there  were  no  excess
borrowings over the FBB.

The credit  facility is secured by virtually  all Anacomp  assets and 65% of the
capital  stock of our foreign  subsidiaries.  The  facility  contains  covenants
relating to limitations on the following:

     o    capital expenditures;
     o    additional debt;
     o    open market purchases of our common stock;
     o    mergers and acquisitions; and
     o    liens and dividends.

The credit  facility also is subject to minimum  EBITDA,  interest  coverage and
leverage  ratio  covenants.  In  addition,  we are required to remit to the Bank
Group the net proceeds of any capital asset sale.

Under the current  facility as amended,  the facility  commitment and the direct
borrowings sublimit will be permanently reduced in the future as follows:

     o    $1.25 million on June 30, 2003;
     o    $1.25 million on September 30, 2003.

Note 5.  Sale of Switzerland and Other Operations

We completed a sale of our  Switzerland  subsidiaries  and operations on October
18, 2002. The acquiring  company assumed  operational  responsibility  effective
October 1, 2002.

Under the terms of the sale agreement,  we sold all of the outstanding shares of
our two Swiss subsidiaries,  Cominformatic AG and Anacomp Technical Services AG,
to edotech  Ltd.  (a UK company)  at a sales  price of CHF 26.7  million  (Swiss
francs). As a result of a tax audit of the Switzerland operations for prior year
results,  we  estimate  we will  incur  additional  costs not to exceed  CHF 0.3
million,  or approximately  $0.2 million.  This will decrease the amount we will
receive on or before April 18, 2004.

The sales price is payable as follows:  CHF 4.6 million,  or approximately  $3.1
million, which was received at closing; CHF 18.2 million, or approximately $11.8
million,  which was  received  on March 10,  2003;  CHF 1.1 million is due on or
before  April 18,  2003;  and CHF 2.8 million is due on or before April 18, 2004
upon expiration of certain  indemnification claim periods. The costs of the sale
are  estimated to be $2.1  million.  Effectively  all of the net proceeds  (i.e.
sales  price  less sale  costs)  will be used to  reduce  the  revolving  credit
facility balance  outstanding and 85% of such proceeds will  permanently  reduce
the total borrowing  commitment under the terms of the senior secured  revolving
credit facility.

The  assets  and  liabilities  of the  Swiss  operations  have  been  classified
separately  as  "Assets  of  discontinued   operations"   and   "Liabilities  of
discontinued  operations"  in the  Condensed  Consolidated  Balance  Sheet as of
September  30,  2002.  The  net  assets  of the  disposed  operating  units  are
summarized as follows:
<TABLE>
<CAPTION>

                                                                    September 30,
                    (in thousands)                                      2002
                    ___________________________________________     ______________
                    <S>                                              <C>
                    Cash.......................................       $      2,749
                    Accounts and notes receivable..............              2,288
                    Inventories................................              1,067
                    Property, plant and equipment..............              5,227
                    Other assets...............................                696
                    Accounts payable and other accrued
                         Liabilities...........................             (4,241)
                                                                    _______________
                    Total net assets                                     $   7,786
                                                                    ===============
</TABLE>


In the third quarter of fiscal 2002, we sold two smaller  operating  units.  The
results of the  Switzerland  and other sold  operations  reported  below for the
three months ended  December 31, 2001 have not been  segregated as  discontinued
operations in the Condensed  Consolidated  Statements of Operations as they were
not material to the operating results of Anacomp in total.
<TABLE>
<CAPTION>

                                                               Swiss Operating Results
                                                                  Three Months Ended
                         (in thousands)                            December 31, 2001
                                                               ________________________
                         <S>                                   <C>
                         Revenues                                    $  7,505
                         Income before taxes                              869
                         Income taxes                                    (60)
                                                               ________________________
                         Net income                                   $   809
                                                               ========================
</TABLE>


Note 6. Income Taxes

Our provision for income taxes consists of the following:
<TABLE>
<CAPTION>

                                                                                                    Predecessor
                                                                Reorganized Company                   Company
                                                       ____________________________________    ___________________
                                                       Six months ended  Three months ended     Three months ended
                                                        March 31, 2003      March 31, 2002       December 31, 2001
(in thousands)                                         ________________  __________________    ___________________
    <S>                                                <C>               <C>                   <C>
    Federal..........................................  $            ---  $              788    $              ---
    State............................................                20                 112                    10
    Foreign..........................................             1,085                 353                   440
                                                       ________________  __________________    ___________________
                                                       $          1,105  $            1,253    $              450
                                                       ================  ==================    ===================
</TABLE>


Due to our reorganization, we have Cancellation of Debt ("COD") income estimated
to be $265.3  million.  As a result,  we were  required  to reduce,  for federal
income tax  purposes,  certain tax  attributes,  including  net  operating  loss
carryforwards  and property  basis by the amount of the COD.  These  adjustments
were  determined  at the end of our fiscal year ending  September  30,  2002.  A
deferred tax liability has been  recorded for COD,  book  intangible  assets and
certain  temporary  differences.  A deferred tax asset has been recorded for tax
goodwill in excess of book reorganization asset, certain temporary  differences,
net  operating  losses  and other tax basis  carryforwards.  We have  recorded a
valuation  allowance  in the amount of $41 million in order to fully  offset the
net deferred tax asset.

Valuation allowances are established to reduce deferred tax assets to the amount
expected to be realized in future  years.  Management  periodically  reviews the
need for valuation allowances based upon our results of operations.

Note 7. Restructuring Activities

In fiscal year 2002, we recorded a restructuring  charge of $2.1 million related
to the  reorganization  of our  operations  from two  business  units to one. We
reorganized  our  workforce by  combining  the field  organizations  of Document
Solutions  and  Technical  Services  into  one  organization,   establishing  an
executive  level  position to oversee  all sales and  marketing  activities  and
implementing  a single  support  group  for our data  centers,  Web  Presentment
operations,  field services  operations and process quality.  The  restructuring
charges  included  $1.6 million in employee  severance  and  termination-related
costs for  approximately  100  employees,  all of whom  have  left the  company.
Substantially   all  of  the  severance   payments  have  been  completed.   The
restructuring charges also include approximately $0.4 million for the closure of
a data center for which  payments will continue  until the lease expires in July
2004. Of the $0.4 million,  $69 thousand  represents a non-cash  charge to write
off the net book value of  leasehold  improvements  located  in the closed  data
center.

In the second and third  quarters of 2000, we effected a  reorganization  of our
workforce  in the  United  States  and  Europe  along  our  lines  of  business,
reorganized  parts of our  corporate  staff  and  phased  out our  manufacturing
operations.  To  accomplish  the  reorganization  of our workforce and corporate
staff, we reassessed job responsibilities and personnel  requirements in each of
our continuing  business units and corporate staff.  The assessment  resulted in
substantial   permanent  personnel   reductions  and  involuntary   terminations
throughout  our  organization,  primarily  in our  European  operations  and our
corporate and manufacturing  staff. We recorded  restructuring  charges of $14.6
million  related to these actions.  Employee  severance and  termination-related
costs were for approximately  300 employees,  all of whom have left the company;
we have paid all  related  severance.  Other fees  relate to  professional  fees
associated  with  negotiations  to  terminate  facility  leases and other  costs
associated  with  implementation  of our new  business  unit  structure  and the
reorganization  of our  business  units  into  separate  entities.  In the first
quarter  of fiscal  year 2002,  we vacated  our  Japanese  facility,  terminated
substantially  all related personnel and undertook other procedures to wind down
our Japanese  subsidiary.  As a result, we reversed  approximately $1 million of
fiscal 2000  business  restructuring  reserves  due to  favorable  circumstances
related to the  shutdown.  Our  closure  costs to vacate the  facility in Japan,
costs to fulfill our contract obligations and severance and related professional
costs up to that time were less than we  anticipated at the time we recorded the
accrual.  As of March 31, 2003, the remaining  liability of $0.2 million related
to  international  facility  costs is expected to be paid by the end of December
2003.

The  restructuring  reserves  are  included  as a  component  of "Other  accrued
liabilities" in the accompanying Condensed Consolidated Balance Sheets.

The  following  tables  present the activity  and balances of the  restructuring
reserves from September 30, 2002 to March 31, 2003 (in thousands):

<TABLE>
<CAPTION>

               Fiscal Year 2002 Restructuring
          __________________________________________________________________________________________
                                                                 Payments and
                                          September 30, 2002      Deductions         March 31, 2003
          _______________________________ __________________   __________________   ________________
          <S>                             <C>                  <C>                  <C>

          Employee Separations                     $     233          $     (216)          $      17
          Facility Closing                               325                 (86)                239
                                          __________________   __________________   ________________
                                                   $     558          $     (302)          $     256
                                          ==================   ==================   ================
</TABLE>

<TABLE>
<CAPTION>


               Fiscal Year 2000 Restructuring
          __________________________________________________________________________________________
                                                                 Payments and
                                          September 30, 2002      Deductions         March 31, 2003
          _______________________________ __________________   __________________   ________________

          <S>                             <C>                  <C>                  <C>
          Facility Closing                          $     77           $     (35)           $     42
          Contract Obligations                           126                  ---                126
                                          __________________   __________________   ________________
                                                   $     203           $     (35)           $    168
                                          ==================   ==================   ================
</TABLE>



Note 8.  Inventories

Inventories consist of the following:
<TABLE>
<CAPTION>

                                                                               Reorganized Company
                                                                      _______________________________________
   (in thousands)                                                      March 31, 2003      September 30, 2002
                                                                      __________________   __________________
     <S>                                                              <C>                  <C>
     Finished goods, including purchased film..................       $         1,296         $      1,766
     Consumable spare parts and supplies.......................                 1,519                1,708
                                                                      __________________   __________________
                                                                       $        2,815         $      3,474
                                                                      ==================   ==================
</TABLE>

Note 9. Defined Benefit Plan

We have a  retirement  plan in place  for our  United  Kingdom  subsidiary  that
qualifies as a defined benefit plan. The plan provides  benefits based primarily
on  years  of  service  and  employee   compensation  levels.  The  plan  covers
approximately  619  participants,  including  89 current  employees,  484 former
employees  with  vested  rights  to  future   benefits,   and  46  retirees  and
beneficiaries receiving benefits.  Funding policy for the plans is to contribute
amounts sufficient to meet minimum funding requirements as set forth in employee
benefit  and  tax  laws  plus  additional  amounts  as we  may  determine  to be
appropriate.

As of September  30, 2002,  the UK pension plan was under funded by $6.2 million
(using  September  30,  2002  currency  exchange  rates)  based upon a projected
benefit  obligation of $21.5 million,  accumulated  benefit  obligation of $19.3
million,  and the fair value of plan assets  totaling $13.1  million.  The under
funded  liability of $6.2 million is classified as a long-term  liability on the
Condensed  Consolidated Balance Sheet. These actuarial projections were prepared
assuming a discount rate of 6.25%, a weighted average expected long-term rate of
return on plan assets of 7.5% per year and weighted average annual  compensation
increases of 4%.

Almost all of the plan participants are inactive. As a result, we are amortizing
the  unfunded  liability  over the  25-year  remaining  life  expectancy  of the
inactive participants as required by Financial Accounting Standard (FAS) No. 87,
"Employers  Accounting  for  Pensions."  In the six months ended March 31, 2003,
amortization of unfunded accumulated benefit obligation expense was $96 thousand
and is  reflected  in  "Selling,  general  and  administrative"  expense  in the
Condensed  Consolidated  Statement  of  Operations  and as  amortization  in the
Comprehensive Income table in Note 11 as prescribed by FAS No. 87.

Note 10.  Foreign Currency Contracts

On October 15, 2002, we entered into three Swiss Franc (CHF)  forward  contracts
to  protect  the  value  of the  expected  cash  receipts  from  the sale of our
Switzerland  operations.  The contracts protect Anacomp against an exchange rate
above 1.5425.  The first forward  contract was written in the amount of CHF 18.2
million and expired on January 29, 2003. At  expiration,  the forward option was
replaced  with another  short-term  option for the same amount,  which  provided
$11.8 million in U.S. dollar proceeds on March 10, 2003.

The second  forward  contract  was  written in the amount of CHF 2.1 million and
expired on April 15, 2003.  CHF 1.0 million of the contract  expired  unused and
the remaining CHF 1.1 million was converted at 1.5425, yielding $0.7 million.

The third  forward  contract  was  written in the amount of CHF 1.8  million and
expires on April 15, 2004. We receive full exchange benefits for a lower rate on
50% of the contract  and the  remaining  50% will be  converted  at 1.5425.  The
minimum  U.S.  dollar  proceeds  received  would be $1.2  million  if the  buyer
releases all funds.

The Other Expense category of our Condensed Consolidated Statement of Operations
for the six months ended March 31, 2003 includes the  recognition of $7 thousand
of income  from  currency  fluctuations  related  to the Swiss  receivable,  the
forward contracts and sale costs.



Note 11.  Comprehensive income

Comprehensive income consists of the following components:
<TABLE>
<CAPTION>

                                                                                                 Predecessor
                                                            Reorganized Company                    Company
                                                    _____________________________________      __________________
                                                    Six months ended   Three months ended      Three months ended
                                                     March 31, 2003      March 31, 2002         December 31, 2001
                                                    ________________   __________________      __________________
     <S>                                            <C>                <C>                     <C>

     Net income...................................  $          8,369   $             903       $       277,360
     Change in foreign currency translation.......               198                 (84)                  639
     Amortization of unfunded accumulated
        benefit obligation........................                96                 ---                   ---
                                                    ________________   __________________      __________________

     Comprehensive income.........................  $          8,663   $             819       $       277,999
                                                    ================   ==================      ==================
</TABLE>


Note 12.  Income or Loss Per Share

Basic  income or loss per share is  computed  based  upon the  weighted  average
number of shares of Anacomp's common stock  outstanding  during the period.  For
the six months ended March 31, 2003,  potentially  dilutive  securities included
783,077 outstanding warrants to purchase Class B Common Stock, which were issued
as part of the reorganization. These warrants were excluded from the computation
of diluted income per share as they were anti-dilutive  using the treasury stock
method. Basic and diluted net income amounts for the three months ended December
31,  2001  have not been  presented  as they are not  comparable  to  subsequent
periods due to the implementation of Fresh Start Reporting (see Note 3).

Note 13.  Recent Accounting Pronouncements

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure",  which amends SFAS No. 123 and provides
alternative  methods of  transition  for  companies  who elect to adopt the fair
value method of accounting for stock-based employee  compensation.  SFAS No. 148
also modifies the disclosure requirements for such compensation. Anacomp has not
elected to adopt the fair value  method;  we instead  account  for our  employee
stock  option plans using the  intrinsic  value  method in  accordance  with APB
Opinion  No. 25,  under which  compensation  expense is  recognized  only to the
extent the exercise  price of the option is less than the fair market value of a
share of stock at the date of grant.  However,  we are subject to the disclosure
requirements  of SFAS  Nos.  123 and  148.  Accordingly,  we have  expanded  our
stock-based compensation disclosures (see Note 2).

On July 30, 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal  Activities",  which  addresses  financial  accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
EITF Issue No. 94-3,  "Liability  Recognition for Certain  Employee  Termination
Benefits and Other Costs to Exit an Activity  (including  Certain Costs Incurred
in a Restructuring)."  The principal  difference between Statement 146 and Issue
94-3 relates to Statement 146's  requirements for recognition of a liability for
a cost associated with an exit or disposal activity. Statement 146 requires that
a  liability  for a cost  associated  with  an  exit  or  disposal  activity  be
recognized when the liability is incurred.  Under Issue 94-3, a liability for an
exit cost as generally  defined in Issue 94-3 was  recognized  at the date of an
entity's  commitment  to an exit plan. A fundamental  conclusion  reached by the
FASB in this Statement is that an entity's commitment to a plan, by itself, does
not create an obligation  that meets the  definition of a liability.  Therefore,
this Statement  eliminates the definition and  requirements  for  recognition of
exit costs in Issue 94-3.

This  Statement  also  establishes  that fair value is the objective for initial
measurement of the liability.  Severance pay under Statement 146, in many cases,
would be recognized over time rather than up front. The FASB decided that if the
benefit  arrangement  requires  employees  to  render  future  service  beyond a
"minimum  retention period" a liability should be recognized as employees render
service  over the future  service  period  even if the benefit  formula  used to
calculate an employee's  termination benefit is based on length of service.  The
provisions of this Statement are effective for exit or disposal  activities that
are initiated after December 31, 2002,  with early  application  encouraged.  We
anticipate  adopting SFAS No. 146 in the second  quarter of fiscal year 2003 and
do not expect it to have a material impact on our financial  position or results
of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of SFAS No. 4, 44, and
64,  Amendment  of FASB SFAS No. 13, and  Technical  Corrections."  Part of this
statement   rescinds  FASB  SFAS  No.  4,  "Reporting   Gains  and  Losses  from
Extinguishment of Debt". As a result,  gains and losses from  extinguishments of
debt should be classified as extraordinary  items only if they meet the criteria
of  Accounting  Principles  Board Opinion No. 30. The provision of the Statement
related to the  rescission of SFAS 4 shall be applied in fiscal years  beginning
after  May  15,  2002.  Any  gain or loss on  extinguishment  of debt  that  was
classified as an  extraordinary  item in prior periods  presented  that does not
meet the  criteria in Opinion 30 for  classification  as an  extraordinary  item
shall be reclassified. As a result, we have reclassified the previously reported
$265.3 million extraordinary gain on extinguishments of debt to Other, under the
Other  income  (expense)  heading in the  Condensed  Consolidated  Statement  of
Operations for the three months ended December 31, 2001.

Pursuant to Statement of Position 90-7,  Anacomp has  implemented the provisions
of  accounting  principles  required to be adopted  within  twelve months of the
adoption of Fresh  Start  Reporting  as of  December  31,  2001,  including  the
following standards:

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations",  and SFAS
No. 142, "Goodwill and Other Intangible  Assets." SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after June 30, 2001. The Company adopted SFAS No. 142 beginning  January 1, 2002
upon  application  of Fresh  Start  Reporting  (See  Note 3). As a result of the
implementation  of Fresh Start Reporting,  all goodwill on the books at December
31, 2001 was eliminated.  Under SFAS No. 142,  purchased goodwill and intangible
assets with indefinite lives are no longer amortized, but instead are tested for
impairment  at least  annually.  Accordingly,  the  Company  does  not  amortize
goodwill  and  intangible  assets with  indefinite  lives as of January 1, 2002.
Intangible  assets with finite lives,  primarily  customer  contracts,  customer
relationships  and  proprietary  technology  will be amortized over their useful
lives.

The following  table  reconciles  our net income to net income  adjusted for the
amortization of intangible assets and goodwill. Due to our net loss tax position
in prior years, no tax benefit was realized from this expense.

<TABLE>
<CAPTION>
                                                                                                  Predecessor
                                                            Reorganized Company                     Company
                                                    ______________________________________     __________________
                                                    Six months ended    Three months ended     Three months ended
     (in thousands)                                  March 31, 2003       March 31, 2002        December 31, 2001
     _____________________________________________  _________________   __________________     __________________
     <S>                                            <C>                 <C>                    <C>
     Net income as reported.......................  $          8,369    $            903       $       277,360
     Goodwill amortization........................               ---                 ---                 2,629
                                                    _________________   __________________     __________________
     Net income excluding effect of goodwill
     amortization.................................  $           8,369   $            903       $       279,989
                                                    =================   ==================     ==================
</TABLE>



We completed our annual  goodwill  impairment  test as of September 30, 2002 and
found there to be no indicators of impairment.

On October 3, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived  Assets",  which  addresses  financial  accounting and
reporting  for the  impairment  or  disposal  of  long-lived  assets,  and which
supercedes   SFAS  No.  121.  SFAS  No.  144  also  reduces  the  threshold  for
discontinued  operations  reporting  to a component  of an entity  rather than a
segment of a business as required under Accounting  Principles  Bulletin No. 30,
"Reporting  the Results of  Operations - Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions."  As a result of the changes whereby a component of an
entity can qualify for  discontinued  operations  presentation,  the sale of our
Switzerland  subsidiary,  effective  October 1, 2002 (see Note 5) required  such
presentation  whereas  under  APB 30 it would  not have  qualified.  We have not
separately  disclosed the results of operations of our Switzerland  subsidiaries
in the Statement of Operations  for the three months ended December 31, 2001, as
required by SFAS No. 144 as the related amounts were not material.

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

This Quarterly Report,  including the following section regarding  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations",
contains  "forward-looking  statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934,  as amended.  Words such as  "expects,"  "anticipates,"  "intends,"
"plans,"  "believes," "seeks," "estimates" and similar expressions or variations
of such words are intended to identify forward-looking  statements,  but are not
the exclusive means of identifying  forward-looking statements in this Quarterly
Report.  Additionally,  statements  concerning future matters such as our future
plans and operations,  projections  used for valuation  purposes,  sales levels,
consolidation and restructuring plans, liquidity needs, expectations of business
trends  and other  statements  regarding  matters  that are not  historical  are
forward-looking statements.

Although  forward-looking  statements in this Quarterly  Report reflect the good
faith  estimates and judgment of our  management,  such  statements  can only be
based on facts  and  factors  of which  we are  currently  aware.  Consequently,
forward-looking  statements are inherently  subject to risks and  uncertainties.
Our actual results,  performance,  and achievements  may differ  materially from
those  discussed in or anticipated by the  forward-looking  statements.  Factors
that could cause or  contribute  to such  differences  in results  and  outcomes
include  without  limitation  those  discussed  under the heading "Risk Factors"
below,  as well as  those  discussed  elsewhere  in this  Quarterly  Report.  We
encourage you to not place undue reliance on these  forward-looking  statements,
which  speak  only as of the date of this  Quarterly  Report.  We  undertake  no
obligation  to revise  or  update  any  forward-looking  statements  in order to
reflect  any  event  or  circumstance  that  may  arise  after  the date of this
Quarterly  Report. We encourage you to carefully review and consider the various
disclosures made in this Quarterly  Report,  which attempt to advise  interested
parties  of the  risks and  factors  that may  affect  our  business,  financial
condition,  results of  operations  and  prospects.  Forward-looking  statements
involve known and unknown risks,  uncertainties and other important factors that
could  cause our  actual  results,  performance  or  achievements,  or  industry
results,   to  differ  materially  from  any  future  results,   performance  or
achievements  expressed  or  implied  by  forward-looking   statements.   Risks,
uncertainties and other important factors include, among others:

     o    general economic and business conditions;
     o    industry trends and growth rates;
     o    industry capacity;
     o    competition;
     o    future technology;
     o    raw materials costs and availability;
     o    currency fluctuations;
     o    the loss of any significant customers or suppliers;
     o    changes in business strategy or development plans;
     o    litigation issues;
     o    successful development of new products and services;
     o    anticipated  financial  performance and  contributions of our products
          and services;
     o    availability, terms and deployment of capital;
     o    ability to meet debt service obligations;
     o    availability of qualified personnel;
     o    changes in, or the failure or  inability  to comply  with,  government
          regulations; and
     o    other factors  referenced  in this report and in other public  filings
          including our Form 10-K for the year ended September 30, 2002.

Overview and Recent Events

Our 2001 Bankruptcy

On October 19,  2001,  we filed a voluntary  petition for  reorganization  under
Chapter 11 of the U.S.  Bankruptcy  Code,  together with a  prepackaged  plan of
reorganization  with the U.S.  Bankruptcy  Court for the  Southern  District  of
California.  Under the plan we  eliminated  $310 million of senior  subordinated
notes, related accrued interest of $52.3 million and the related annual interest
expense of $34 million.  New Common Stock was  distributed to the holders of the
notes as well as to holders of the previously  existing  Common Stock.  The U.S.
Bankruptcy Court confirmed the plan of  reorganization on December 10, 2001, and
we emerged from  bankruptcy  effective  December 31, 2001.  The U.S.  Bankruptcy
Court issued its final decree on September 27, 2002 closing the Chapter 11 case.
There  are  no  remaining  claims  or  unrecorded  obligations  related  to  the
bankruptcy proceedings.


Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and our results of operations
are based upon our consolidated  financial statements,  which have been prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The  preparation  of these  financial  statements  requires  us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On an on-going basis,  we evaluate our estimates,  including those
related  to  bad  debts,   inventories,   intangible   assets,   income   taxes,
restructuring  and  contingencies  and  litigation.  We base  our  estimates  on
historical  experience  and on various other  assumptions  that we believe to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

Our critical accounting policies are as follows:

     o    revenue recognition;
     o    estimating valuation allowances and accrued liabilities, including the
          allowance for doubtful accounts,  inventory  valuation and assessments
          of the  probability  of the  outcomes  of our current  litigation  and
          environmental matters;
     o    accounting for income taxes; and
     o    valuation of long-lived, intangible and reorganization assets.

Revenue  Recognition.  We recognize  contract  revenue for the  development  and
implementation of document services  solutions under contracts over the contract
period based on output  measures as defined by deliverable  items  identified in
the contract.  We make  provisions  for estimated  losses on contracts,  if any,
during  the  period  when  the  loss  becomes  probable  and  can be  reasonably
estimated.

We record  revenues  from  sales of  products  and  services  or from  leases of
equipment under sales-type leases based on shipment of products (and transfer of
risk of loss),  commencement  of the  lease,  or  performance  of  services.  We
recognize  operating  lease revenues  during the  applicable  period of customer
usage. We recognize  revenue from maintenance  contracts ratably over the period
of the related contract. Amounts billed in advance of our performing the related
services  are  deferred  and  recognized  as revenues as they are earned.  Under
sales-type  leases,  we record as revenue the present  value of all payments due
under the lease,  charge the cost of sales with the book value of the  equipment
plus installation costs, and defer and recognize future interest income over the
lease term.

In accordance  with SOP 97-2,  "Software  Revenue  Recognition,"  we recognize
revenues from  software  license  agreements  provided that all of the following
conditions are met:

     o    a non-cancelable license agreement has been signed;
     o    the   software   has  been   delivered   and  there  are  no  material
          uncertainties regarding customer acceptance;
     o    fees are fixed or determinable;
     o    collection of the resulting receivable is deemed probable and the risk
          of concession is deemed remote; and
     o    we have no other significant obligations.

For contracts with multiple  obligations,  we unbundle the respective components
to  determine  revenue  recognition  using  vendor-specific  objective  evidence
(VSOE). In instances where VSOE is not determinable,  all of the related revenue
is deferred and amortized over the contract period.

Allowance  for  doubtful   accounts,   inventory   valuations,   litigation  and
environmental  matters.  We must make estimates of the  uncollectability  of our
accounts receivable.  When evaluating the adequacy of the allowance for doubtful
accounts,  we specifically analyze accounts receivable as well as historical bad
debts, customer  concentrations,  customer  credit-worthiness,  current economic
trends and  changes in our  customer  payment  terms.  Our  accounts  receivable
balance  was $31.6  million,  net of  allowance  for  doubtful  accounts of $1.8
million, as of March 31, 2003.

We write down our inventory for estimated obsolescence or unmarketable inventory
equal to the difference  between the cost of inventory and the estimated  market
value based upon  assumptions  about  future  demand and market  conditions.  If
actual market  conditions are less favorable than  management  projects,  we may
need to write down additional inventory.

We estimate ranges of liability  related to pending  litigation  based on claims
for which we can  determine the  probability  of loss and estimate the amount or
range of loss.  When an estimate  of loss is deemed  probable we record our best
estimate of the  expected  loss or the minimum  estimated  liability  related to
those  claims,  where  there  is an  estimable  range of  loss.  Because  of the
uncertainties  related  to both the  outcomes  and  ranges of loss on  currently
pending  litigation,  we have not accrued for any litigation  losses as of March
31,  2003.  As  additional  information  becomes  available,  we will assess the
potential  liability related to our pending  litigation and revise our estimates
as  necessary.  Such  revisions in our  estimates of potential  liability  could
materially impact our results of operations and financial position.

Xidex  Corporation,  a company that we acquired in 1988,  was  designated by the
United  States  Environmental  Protection  Agency  ("EPA")  as  a  potentially
responsible  party for  investigatory  and cleanup  costs  incurred by state and
federal  authorities  involving  locations  included on a list of EPA's priority
sites for  investigation  and remedial  action  under the federal  Comprehensive
Environmental Response,  Compensation,  and Liability Act. At March 31, 2003, we
have an  estimated  EPA  liability  for  cleanup  costs  for the  aforementioned
locations and other sites totaling $1.2 million. Remedial action required by the
EPA may exceed our current  estimates  and reserves and we may incur  additional
expenses related to environmental clean up.

Accounting  for  income  taxes.   As  part  of  the  process  of  preparing  our
consolidated  financial  statements we are required to estimate our income taxes
in  each of the  jurisdictions  in  which  we  operate.  This  process  involves
estimating  our actual current tax liability  together with assessing  temporary
differences  resulting from differing  treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities, which
are included  within our  Consolidated  Balance  Sheet.  We must then assess the
likelihood  that our deferred tax assets will be recovered  from future  taxable
income  and,  to the extent we believe  that  recovery  is not  likely,  we must
establish  a  valuation  allowance.  To the  extent  we  establish  a  valuation
allowance or increase  this  allowance  in a period,  we must include an expense
within the tax provision in the statement of operations.

Significant  management  judgment is required in  determining  our provision for
income  taxes,  our  deferred  tax  assets  and  liabilities  and any  valuation
allowance  recorded  against our net deferred  tax assets.  The net deferred tax
asset as of March 31, 2003 was $0, net of a valuation allowance of approximately
$41  million,  due to  uncertainties  related to our  ability to utilize our net
deferred tax assets before they expire. The valuation  allowance is based on our
estimates of taxable income by  jurisdiction  in which we operate and the period
over which our deferred tax assets will be recoverable. In the event that actual
results  differ from these  estimates  or we adjust  these  estimates  in future
periods  we could  materially  impact  our  financial  position  and  results of
operations.

The tax benefits of pre-reorganization  net deferred tax assets will be reported
first as a reduction  of the  reorganization  asset and then as a  reduction  to
non-current intangible assets arising from the reorganization,  and finally as a
credit to stockholders' equity. These tax benefits will not reduce future income
tax expense for financial reporting purposes.

Valuation of long-lived,  intangible and  reorganization  assets.  We assess the
impairment of identifiable  intangibles,  long-lived  assets and  reorganization
value in excess of identifiable assets annually or whenever events or changes in
circumstances  indicate that the carrying value may not be recoverable.  Factors
we consider  important  which could  trigger an  impairment  review  include the
following:

     o    significant   underperformance   relative  to  historical   trends  or
          projected future operating results;
     o    significant  changes  in the  manner  of our use of our  assets or the
          strategy  for  our  overall   business,   including   potential  asset
          dispositions;
     o    significant negative industry or economic trends;
     o    significant decline in our stock price for a sustained period; and
     o    our market capitalization relative to net book value.

If we determine that the carrying value of  intangibles,  long-lived  assets and
reorganization value in excess of identifiable net assets may not be recoverable
based upon the existence of one or more of the above  indicators of  impairment,
we measure any impairment based on a projected discounted cash flow method using
a discount rate  determined by our management to be  commensurate  with the risk
inherent  in our current  business  model.  Net  intangible  assets,  long-lived
assets,  and reorganization  value in excess of identifiable  assets amounted to
$106.2 million as of March 31, 2003.

Our  enterprise  value  of $150  million  before  consideration  of  debt  after
reorganization at December 31, 2001 was determined based on the consideration of
many factors and various valuation methods, including:

     o    discounted cash flow analysis;
     o    selected publicly-traded company market multiples;
     o    selected acquisition transaction multiples; and
     o    applicable ratios and valuation  techniques  believed by management to
          be representative of our business and industry.

The cash flows  valuation  utilized  five year  projections  assuming a weighted
average  cost of capital  rate of  approximately  13.5%.  A  terminal  value was
determined  using  a  multiple  of our  estimated  fifth  year  earnings  before
interest, other income, reorganization items, asset impairment and restructuring
charges, taxes, depreciation and amortization, and extraordinary items (EBITDA),
together with the net present value of the five year  projected cash flows.  The
excess of the  reorganization  value  over the fair  value of  identifiable  net
assets  of $73.1  million  is  reported  as  "Reorganization  value in excess of
identifiable net assets" and will not be subject to future amortization (similar
to goodwill) in  accordance  with  Statement of Financial  Accounting  Standards
("SFAS")  No.  142,  "Goodwill  and Other  Intangible  Assets"  as issued by the
Financial Accounting Standards Board ("FASB"). The asset is subject to reduction
for  current  income tax  expense  that  utilizes  pre-reorganization  generated
deferred tax assets.  The utilization of these deferred tax assets are reflected
as a  reduction  of the  "Reorganization  value in  excess of  identifiable  net
assets" value.

For  enterprise  valuation  purposes,  we estimated  our revenues and cash flows
through fiscal year 2006. We projected continued declines in COM and COM-related
revenues  at a rate of  approximately  20%  annually  and growth in digital  and
Multi-Vendor  Services and product  offerings.  Our projections also assumed the
following:

     o    the elimination of our subordinated notes and related interest;
     o    our continuing cost reduction through  consolidation of facilities and
          adjustments to our labor force to maintain COM gross margin levels;
     o    our recent cost reduction activities and restructurings; and
     o    the completion of our  bankruptcy  and related legal and  professional
          costs.

The  assigned  fair  values  of the  Reorganized  Company  and  its  assets  and
liabilities  represent  significant  estimates  that we made  based on facts and
circumstances   currently  available.   Valuation   methodologies   employed  in
estimating fair values also require the input of highly  subjective  assumptions
and  predictions  of future  events and  operations.  Actual  future  events and
results  could differ  substantially  from  management's  current  estimates and
assumptions.  Unfavorable  changes  compared to our  projections  used for Fresh
Start Reporting purposes (which were based on our best estimates and information
available at that time) could result in future impairments of our reorganization
asset and identifiable intangible assets, which could be material.

Results of Operations

The  following  results  of  operations   information  includes  our  historical
information  from prior to December 31, 2001, the effective date we emerged from
bankruptcy,  and is identified as results of operations of Predecessor  Company.
The results of  operations  for the three and six month  periods ended March 31,
2003, and the three month period ended March 31, 2002, represent the Reorganized
Company after adopting Fresh Start Reporting.  Due to our reorganization and the
implementation  of Fresh Start  Reporting,  the  financial  information  for the
Reorganized  Company is not comparable to the Predecessor  Company. In addition,
in the  first  quarter  of  fiscal  year  2003  we  completed  the  sale  of our
Switzerland  operations and in the third quarter of fiscal year 2002 we sold two
smaller  operating  units.  These units were not  material  to our  consolidated
results and are,  therefore,  not  reported as  discontinued  operations  in our
statement of operations for the first quarter of fiscal year 2002.

We are developing  plans to further  consolidate our data centers and reorganize
parts  of  our  corporate,   marketing,   sales  and   international   operating
organizations.  This  process  will include the closure of some data centers and
the downsizing of other centers.  The process will also include an assessment of
job  responsibilities  and personnel  requirements in our corporate,  marketing,
sales and  international  operating  organizations.  It is expected that we will
record  restructuring  related  charges in both the third and fourth quarters of
fiscal year 2003.

To facilitate a meaningful  comparison of Anacomp's  quarterly and  year-to-date
operating performance in fiscal years 2003 and 2002, the following discussion of
results of  operations  on a  consolidated  basis is presented on a  traditional
comparative basis for all periods.  However, the pro forma results of operations
presented  below for the  six month  period  ended March 31, 2002  combines  the
three month period ended March 31, 2002 on a Reorganized  Company basis with the
three month period ended December 31, 2001 on a Predecessor Company basis. These
periods and bases of accounting  are not  comparable  and we have presented them
separately in the accompanying Condensed Consolidated Statements of Operations.

<TABLE>
<CAPTION>


CONSOLIDATED RESULTS OF OPERATIONS                      Three Months Ended March 31,      Six Months Ended March 31,
                                                        _____________________________    _____________________________
                                                            2003             2002              2003           2002
                                                        (Reorganized     (Reorganized      (Reorganized    (Pro Forma
(in thousands)                                            Company)         Company)          Company)        Basis)
                                                        _______________   ______________   _____________   ___________
<S>                                                     <C>               <C>              <C>             <C>
Revenues:
    Services........................................... $        43,038   $     48,717     $      85,863   $   103,815
    Equipment and supply sales.........................           9,743         11,890            19,889        24,816
                                                        _______________   ______________   _____________   ___________
                                                                 52,781         60,607           105,752       128,631
                                                        _______________   ______________   _____________   ___________
Cost of revenues:
    Services...........................................          28,914         32,121            57,908        68,751
    Equipment and supply sales.........................           6,689          8,334            13,280        18,208
                                                        _______________   ______________   _____________   ___________
                                                                 35,603         40,455            71,188        86,959
                                                        _______________   ______________   _____________   ___________

Gross profit...........................................          17,178         20,152            34,564        41,672
Costs and expenses:
    Engineering, research and development..............           1,581          1,604             3,433         3,284
    Selling, general and administrative................          13,634         15,256            27,630        30,899
    Amortization of intangible assets..................             496            496               992         3,392
    Restructuring charges (credits)....................             ---            ---               ---        (1,032)
                                                        _______________   ______________   _____________   ___________

Operating income from continuing operations............           1,467          2,796             2,509         5,129
                                                        _______________   ______________   _____________   ___________

Other income (expense):
    Interest income....................................              78             71               147           226
    Interest expense and fee amortization..............            (631)        (1,205)           (1,394)       (4,319)
    Other..............................................              90           (124)               28       264,984
                                                        _______________   ______________   _____________   ___________
                                                                   (463)        (1,258)           (1,219)      260,891
                                                        _______________   ______________   _____________   ___________
Income from continuing operations before
    reorganization items and income taxes..............           1,004          1,538             1,290       266,020
Reorganization items...................................             ---            ---               ---        13,328
                                                        _______________   ______________   _____________   ___________
Income from continuing operations before income taxes..           1,004          1,538             1,290       279,348
Provision for income taxes.............................             547          1,253             1,105         1,703
                                                        _______________   ______________   _____________   ___________
Income from continuing operations......................             457            285               185       277,645
Income from discontinued operations, net of taxes......             ---            618               ---           618
Gain (loss) on sale of discontinued operations,
     net of taxes......................................            (200)           ---             8,184           ---
                                                        _______________   ______________   _____________   ___________
Net income............................................. $           257   $        903     $       8,369   $   278,263
                                                        ===============   ==============   =============   ===========
</TABLE>



Three Months Ended March 31, 2003 vs. Three Months Ended March 31, 2002

     General.  We reported net income of $0.3 million for the three months ended
March 31, 2003 versus $0.9  million for the three  months  ended March 31, 2002.
Both MVS and Web revenues grew at a double-digit rate over the prior year period
revenue.  However,  COM based revenues  continued to decline in the three months
ended March 31, 2003, in line with historical  trends.  We received  proceeds of
$11.8 million from our sale of Switzerland subsidiaries in March 2003, and this,
in  conjunction  with our  operating  results,  has  enabled  us to  reduce  our
outstanding credit facility balance by $12.8 million.

We define our product lines as follows:

MVS -  Multi-Vendor  Services  where  Anacomp acts as a third party  maintainer,
providing  support  services  such as on-site  maintenance,  help desk and depot
repair, laser printer maintenance and associated hardware sales.

Web - Transmitted ingestion, storage, delivery and internet browser-based access
to  documents.  Also  includes  license  sales and  maintenance  for the  Adesso
software that is our Web platform in the US.

CD/Digital  - CD based  document  management  services,  scanning,  professional
services and digital software sales.

COM/ Other Output  Services - Our Computer  Output  Microfilm  and laser printer
document management services.

COM  Professional  Services  - Our  maintenance  services  for  Computer  Output
Microfilm and other micrographic products.

Equipment/Supplies  - Computer  Output  Microfilm  original and duplicate  film,
chemistry and hardware sales.

     Revenues.  Our  revenues  totaled  $52.8  million in the three months ended
March 31, 2003, a decrease of 13%, or $7.8  million,  from $60.6  million in the
three months ended March 31, 2002.

<TABLE>
<CAPTION>

     (in thousands)                               Three Months Ended March 31,
                                                  ____________________________

                                                                                             Percentage
    Product Line                            2003              2002            Change            change
    ____________                            ____              ____            ______            ______
    <S>                                     <C>              <C>              <C>               <C>

    MVS                                    $  8,238          $  6,421         $  1,817           28%

    Web Presentment                           4,713             3,891              822           21%

    CD/Digital                                7,336             8,982           (1,646)         (18%)

    COM/Other Output Services                18,777            24,243           (5,466)         (23%)

    COM Professional Services                 5,268             6,228             (960)         (15%)

    Equipment/Supplies                        8,449            10,842           (2,393)         (22%)
                                              _____            ______           _______

    Total                                  $ 52,781          $ 60,607         $ (7,826)         (13%)
                                           ========          ========         =========
</TABLE>


The  $1.8  million,  or 28%,  increase  in MVS  revenues  over  the  prior  year
three month period reflects the continued increase in new OEM agreements and the
resulting continued growth in our Multi-Vendor  Services (services provided for,
and  sales  of,  products  manufactured  by  other  companies)  offerings.   The
relationship  in total  Professional  Services  continues to migrate from COM to
MVS. In the three  months  ended March 31, 2003,  MVS  represented  61% of total
Professional Services, compared to 51% in the prior year three month period.

Web  Presentment  revenues  increased $0.8 million,  or 21%, over the prior year
three month  period  ended March 31,  2002.  This  reflects  the addition of new
customers  and  additional  revenue  from  established  customers  as they  have
increased  the number of their  applications  utilizing  our Web  services.  The
sluggish  economy  and  customer  indecision  have been  reflected  in a current
quarter  slowing  in the  number  of  customers  added and  order  bookings.  In
addition,  we expect that pricing for this product will become more  competitive
in the future.

CD/Digital  revenue  declined  $1.6  million,  or 18%, from the prior year three
month  period.  The  decline is the  result of lower per unit  pricing as the CD
service has become less  specialized  and more of a commodity  and as  customers
have opted for in-house or on-line solutions.

COM/Other Output Services revenue declined $5.5 million,  or 23%, from the prior
year three month  period.  This decline reflects the decreased volumes processed
in our data centers and  continues  the trend  experienced  in prior  years.  We
expect that  COM/Other  Output  Services  revenues  will  continue to decline in
future periods.

COM Professional Services revenues declined $1.0 million, or 15%, from the prior
year three month period.  This decline  reflects the  continued  decrease in the
number of COM units in  operation  worldwide.  We expect  that the number of COM
units in use  worldwide  will  continue  to decline as  organizations  choose to
outsource these document management functions to service centers,  such as those
operated  by us,  or  elect  to  utilize  other  options  such as CD or  on-line
solutions.

Equipment and supplies  revenue  declined  $2.4 million,  or 22%, from the prior
year three month period.  This decrease was largely the result of the decline in
demand for and use of COM systems.

     Gross Margins.  Our gross margin,  $17.2 million for the three months ended
March 31, 2003 and $20.2  million  for the three  months  ended March 31,  2002,
remained  consistent  at  33% of  revenue.  Even  though  revenues  declined  in
comparison  to the prior year,  we were able to maintain  the gross  margin as a
percentage of revenue  through cost savings  resulting from our recent and prior
restructuring  activities,  which included the  consolidation  and downsizing of
facilities and reductions in our work force.

     Engineering,   Research   and   Development.   Engineering,   research  and
development expenditures remained consistent with the prior year quarter at $1.6
million,  and 3% of total  revenues in both  periods.  These  expenses  will not
necessarily have a direct or immediate  correlation to revenues.  We continue to
build  and  support  our  outsource  service  solutions  base and  corresponding
internet and digital technologies.

     Selling,  General and  Administrative.  SG&A expenses  decreased from $15.3
million for the three months ended March 31, 2002 to $13.6 million for the three
months ended March 31, 2003, due primarily to benefits  realized from our recent
restructuring activities and cost savings initiatives.

     Amortization of Intangible  Assets.  Amortization of intangible  assets was
the same at $0.5 million for the three months ended March 31, 2002 and March 31,
2003. The expense  reflects the amortization of identifiable  intangible  assets
valued as part of Fresh Start Reporting.

     Interest Expense and Fee  Amortization.  Interest expense decreased to $0.6
million for the three  months  ended  March 31,  2003 from $1.2  million for the
three months ended March 31, 2002. The decrease  reflects the decreased  balance
outstanding on the senior secured  revolving credit facility in the current year
period.  The expense from both  periods is related  primarily to interest on the
senior secured revolving credit facility.

     Other.  The  expense  in both  periods  is related  primarily  to  currency
exchange gains and losses.

     Provision for Income Taxes.  The provision for income taxes of $0.5 million
and  $1.3  million  for  the  three  months  ended  March  31,  2003  and  2002,
respectively, related primarily to earnings of foreign subsidiaries.

     Loss on Sale of Discontinued Operations. We sold our Switzerland operations
in the first  quarter of fiscal year 2003 and  recognized  a gain on the sale in
that period. As a result of a tax audit of the Switzerland  operations for prior
year results,  we estimate we will incur  additional costs not to exceed CHF 0.3
million, or approximately $0.2 million.

Six Months Ended March 31, 2003 vs. Six Months Ended March 31, 2002

     General.  We reported  net income of $8.4  million for the six months ended
March 31, 2003 versus  $278.3  million for the six months  ended March 31, 2002.
Both MVS and Web Presentment revenues grew at a double-digit rate over the prior
year six month period.  However,  COM based revenues continued to decline in the
six months ended March 31, 2003, in line with historical  trends.  Due primarily
to proceeds received from the sale of our Switzerland subsidiaries, we have been
able to reduce our outstanding  credit facility  balance by $18.6 million in the
last six months.

     Revenues. Our revenues totaled $105.8 million in the six months ended March
31, 2003, a decrease of 18%, or $22.8  million,  from $128.6  million in the six
months ended March 31, 2002.

The following table shows our revenues by product line:
<TABLE>
<CAPTION>

    (in thousands)                                 Six Months Ended March 31,
                                                   __________________________
                                                                                             Percentage
    Product Line                            2003              2002            Change            change
    ____________                            ____              ____            ______            ______
    <S>                                     <C>                <C>              <C>              <C>

    MVS                                   $  16,355         $  12,934        $  3,421            26%

    Web Presentment                           9,496             7,067           2,429            34%

    CD/Digital                               14,665            23,555          (8,890)          (38%)

    COM/Other Output Services                37,935            49,764         (11,829)          (24%)

    COM Professional Services                10,806            13,393          (2,587)          (19%)

    Equipment/Supplies                       16,495            21,918          (5,423)          (25%)
                                             ______            ______          _______

    Total                                 $ 105,752         $ 128,631        $(22,879)          (18%)
                                          =========         =========        =========
</TABLE>


In fiscal year 2002, we committed to a plan to sell our  Switzerland  operations
and we sold two smaller  operating units. The results of the operations of those
units are not  material to our  operating  results in the six months ended March
31, 2002. Our revenues for this six month  period,  excluding  those  operations
sold in  fiscal  year  2002,  would  have  been as  follows:  MVS  $12,880;  Web
Presentment $6,939;  CD/Digital $17,495;  COM/Other Output Services $49,197; COM
Professional Services $13,114;  Equipment/Supplies $21,501, for total revenue of
$121,126.

The $3.4 million, or 26%, increase in MVS revenues over the prior year six month
period  reflects the continued  increase in new OEM agreements and the resulting
continued growth in our Multi-Vendor  Services (services provided for, and sales
of, products  manufactured by other  companies)  offerings.  The relationship in
total  Professional  Services  continues  to migrate from COM to MVS. In the six
months ended March 31, 2003, MVS represented 60% of total Professional Services,
compared to 49% in the prior year six month period.

Web Presentment revenues increased $2.4 million, or 34%, over the prior year six
month period ended March 31, 2002.  This  reflects the addition of new customers
and  additional  revenue from  established  customers as they have increased the
number of their applications utilizing our Web services.

CD/Digital revenue declined $8.9 million, or 38%, from prior year revenue.  This
decrease  was  primarily  the  result of the sale of our  Switzerland  and other
operations  in fiscal  year  2002.  CD/Digital  revenue  from  these  operations
included in the six months  ended  March 31,  2002  totaled  $6.1  million.  The
remainder  of the  decline  is the  result of lower per unit  pricing  as the CD
service has become less  specialized  and more of a commodity  and as  customers
have opted for in-house or on-line solutions.

COM/Other Output Services revenue declined $11.8 million, or 24%, from the prior
year six month period.  This decline reflects the decreased volumes processed in
our data centers and continues the trend  experienced in prior years.  We expect
that  COM/Other  Output  Services  revenues  will  continue to decline in future
fiscal years.

COM Professional Services revenues declined $2.6 million, or 19%, from the prior
year. This decline reflects the continued decrease in the number of COM units in
operation  worldwide.  We expect  that the number of COM units in use  worldwide
will continue to decline as  organizations  choose to outsource  these  document
management functions to service centers,  such as those operated by us, or elect
to utilize other options such as CD or on-line software systems.

Equipment and supplies  revenue  declined  $5.4 million,  or 25%, from the prior
year.  This decrease was largely the result of the decline in demand for and use
of COM units.

     Gross  Margins.  Our gross  margin as a  percentage  of revenues  increased
slightly from 32% ($41.7 million) for the six months ended March 31, 2002 to 33%
($34.6  million) for the six months ended March 31, 2003.  Even though  revenues
declined in  comparison  to the prior year,  we were able to maintain  the gross
margin percentage of revenues through cost savings resulting from our recent and
prior restructuring activities,  which included the consolidation and downsizing
of facilities and reductions in our work force.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expenditures  increased  $0.1 million,  or 5%, over the prior year.
These costs  represented 3% of total revenues for the six months ended March 31,
2003 and 2002.  These expenses will not  necessarily  have a direct or immediate
correlation to revenues.  We continue to build and support our outsource service
solutions base and corresponding internet and digital technologies.

     Selling,  General and  Administrative.  SG&A expenses  decreased from $30.9
million for the six months  ended  March 31,  2002 to $27.6  million for the six
months ended March 31, 2003. The $3.3 million, or 11%, decrease resulted in part
from the sale of our Switzerland  operations,  which had $1.3 million of related
expenses  included in the prior year period.  Also,  SG&A expenses have declined
due to  benefits  realized  from our recent  restructuring  activities  and cost
savings initiatives.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
decreased  71%,  from $3.4 million for the six months  ended March 31, 2002,  to
$1.0  million  for the six months  ended March 31,  2003.  The prior year period
amortization expense represented amortization during the first quarter of fiscal
2002 of goodwill  related to prior  acquisitions.  All goodwill  assets from the
Predecessor  Company were eliminated in conjunction  with Fresh Start Reporting.
Amortization  expense  after  December  31, 2001  reflects the  amortization  of
identifiable intangible assets valued as part of Fresh Start Reporting.

     Reorganization  Items.  Reorganization  items in the six months ended March
31, 2002,  represent expenses and adjustments  resulting from our reorganization
and consist of  professional  fees incurred  subsequent to our Chapter 11 filing
totaling  $1  million,  fair value  adjustments  made to assets and  liabilities
totaling $16.9 million and other asset write-offs and settlements  totaling $2.6
million (primarily related to our extinguished debt) in Fresh Start Reporting.

     Interest Expense and Fee  Amortization.  Interest expense decreased to $1.4
million for the six months  ended  March 31, 2003 from $4.3  million for the six
months ended March 31, 2002. Prior year expense included interest (approximately
$1.7 million) on our senior  subordinated notes up to October 19, 2001, the date
we filed  Chapter 11  bankruptcy.  The remainder of expense from both periods is
related primarily to interest on the senior secured revolving credit facility.

     Other. We recognized  other income due to  extinguishment  of debt totaling
$265.3 million for the six month  period ended March 31, 2002 as a result of our
bankruptcy  proceedings and subsequent  emergence from Chapter 11 proceedings on
December 31, 2001. The remainder of expense in both periods is related primarily
to currency exchange gains and losses.

     Provision for Income Taxes.  The provision for income taxes of $1.1 million
and $1.7 million for the six months ended March 31, 2003 and 2002, respectively,
related primarily to earnings of foreign subsidiaries.

     Gain on Sale of Discontinued Operations.  In the six months ended March 31,
2003,  we  realized  a gain  of $8.2  million  on the  sale  of our  Switzerland
subsidiaries.   This  sale  was  effective  October  1,  2002.  The  Switzerland
operations were not material to our  consolidated  results prior to December 31,
2001.  As a result,  the  statements  of  operations  for the three months ended
December 31, 2001 do not segregate the Switzerland operations as discontinued.

Liquidity and Capital Resources

Our legacy  business  (COM) has  declined in recent years and is  forecasted  to
continue to decline as new technologies become available and are accepted in the
marketplace.  Our ability to generate  sufficient cash to fund operations and to
meet future bank  requirements  is  dependent  on  successful  and  simultaneous
management of the decline in COM as well as the expansion of alternative service
offerings. Other factors, such as an uncertain economy, levels of competition in
the document management  industry,  and technological  uncertainties will impact
our ability to generate cash and maintain liquidity.  The actions taken over the
past two years,  including  new and  enhanced  product  and  service  offerings,
company  downsizing,  cost control measures and the debt  restructuring from our
bankruptcy  have  resulted in a return to  profitability.  We believe we will be
able to maintain  sufficient  cash flows from  operations to meet our operating,
capital and debt  requirements in the normal course of business for at least the
next twelve months.

On  December  31,  2001,  Anacomp and Fleet  National  Bank,  as agent,  and its
syndicate of lenders  (collectively,  "the Bank Group")  entered into an Amended
and Restated  Revolving Credit  Agreement.  The credit agreement  provides for a
commitment  of $28.0 million as of March 31, 2003,  with a $21.7 million  direct
borrowing  sublimit and a $6.3  million  letter of credit  sublimit.  The credit
commitment will be further reduced by future periodic  scheduled  amounts and by
85% of the remaining proceeds from the sale of the Switzerland  subsidiaries and
operations.  The facility is available for new  borrowings  when  borrowings are
below the direct borrowing sublimit.

Effective  December 19, 2002,  we signed an  amendment to the  revolving  credit
agreement. The amendment modifies certain financial covenants to accommodate the
sale of our Switzerland  operations and current business plans. Other changes to
the agreement included a permanent  reduction to the credit facility  commitment
of $10.0 million,  a decrease in future  quarterly  commitment  reductions,  and
provisions for acquisitions and/or divestitures under specified conditions.

At March 31,  2003,  the  outstanding  revolving  credit  borrowings  were $11.4
million (plus outstanding standby letters of credit of $6.2 million). During the
six month period ended March 31, 2003, we made net cash payments  totaling $18.6
million and have $10.4 million of borrowing capacity,  after the effect of other
commitment reductions during the period.

The original maturity date of the amended facility was June 30, 2003, and it has
been  extended to December 31, 2003 due to our receipt of proceeds from the sale
of the Switzerland  subsidiaries and operations.  We received proceeds from this
sale of  $11.8  million  in  March  of 2003.  We have  permanently  reduced  the
borrowing  sublimit  of the credit  facility  commitment  and have  reduced  the
outstanding borrowings by $10.0 million.

The credit  agreement  bears  interest at a base rate equal to the higher of (a)
the annual rate of interest  announced  from time to time by Fleet National Bank
as its best  rate,  or (b)  one-half  of one  percent  above the  Federal  Funds
Effective  Rate,  for the portion of the facility  equal to a Formula  Borrowing
Base ("FBB").  The FBB equals 80% of eligible  accounts,  which include U.S. and
Canadian  accounts  receivable.  The rate of interest is three percentage points
higher than the base rate for the facility balance  outstanding in excess of the
FBB. Interest is due and payable monthly in arrears. The interest rate was 4.25%
for the FBB portion and 7.25% for the excess portion at March 31, 2003. At March
31,  2003,  the  FBB was  $13.5  million;  accordingly,  there  were  no  excess
borrowings over the FBB.

The credit  facility is secured by virtually  all Anacomp  assets and 65% of the
capital  stock of our foreign  subsidiaries.  The  facility  contains  covenants
relating to limitations on the following:

     o    capital expenditures;
     o    additional debt;
     o    open market purchases of our common stock;
     o    mergers and acquisitions; and
     o    liens and dividends.

The credit  facility also is subject to minimum  EBITDA,  interest  coverage and
leverage  ratio  covenants.  In  addition,  we are required to remit to the Bank
Group the net proceeds of any capital asset sale.

Under the current  facility as amended,  the facility  commitment and the direct
borrowings sublimit will be permanently reduced in the future as follows:

     o    $1.25 million on June 30, 2003;
     o    $1.25 million on September 30, 2003.

As of May 8, 2003, the outstanding revolving credit borrowings were $9.8 million
and borrowing capacity was $11.4 million.

Our credit  facility  currently  matures on  December  31,  2003.  No later than
December 31, 2003, we will be required to either repay any  remaining  principal
or refinance  the credit  facility.  We believe we will be able to refinance the
facility  prior to that date,  although,  there can be no  assurances  that such
financing will be available on terms acceptable to us, if at all.

We had positive  working capital of $4.7 million at March 31, 2003,  compared to
negative  working  capital of $6.5  million at September  30, 2002.  The working
capital  deficiency  at  September  30,  2002,  was  primarily  related  to  the
classification of our $30.0 million revolving credit facility as current.

Net cash provided by continuing  operations  was $5.2 million for the six months
ended March 31, 2003,  compared to $10.4  million in the  comparable  prior year
period. The prior period amount includes  approximately $2.9 million contributed
by discontinued operations.

Net cash  provided  by  investing  activities  was $11.9  million in the current
six month period,  compared to cash used in investing activities of $2.2 million
in the  comparable  prior year  period.  The current year period  included  cash
proceeds  from  the  sale  of  our  Switzerland   subsidiaries  and  operations.
Expenditures  in both  years were  primarily  for  purchases  of  equipment.  We
received an additional CHF 1.1 million,  or approximately $0.7 million, on April
17, 2003,  from our sale of Swiss  subsidiaries  as scheduled under the terms of
the sale agreement.

Net cash used in  financing  activities  was $18.6  million  during the  current
six month period,  compared to $13.7 million used in financing activities in the
prior year  period.  In both  periods,  cash was used to pay down the  revolving
credit facility.

Our cash  balance  totaled  $14.7  million at March 31,  2003  compared to $15.6
million at  September  30,  2002.  Approximately  68% of the March 31, 2003 cash
balance is located at our foreign subsidiaries  compared to approximately 49% at
September 30, 2002.  Our use of excess cash as additional  payments  against our
credit facility resulted in the decrease of domestic cash on hand.

RISK FACTORS

You should  carefully  consider the following  risk factors and all of the other
information included in this Quarterly Report in evaluating our business and our
prospects.  Investing  in our  Class A or  Class B Common  Stock  (collectively,
"Common  Stock")   involves  a  high  degree  of  risk.   Additional  risks  and
uncertainties  may also materially  adversely  affect our business and financial
condition in the future.  Any of the following risks could materially  adversely
affect our business,  operating results or financial  condition and could result
in a complete loss of your investment.

We recently  effectuated  a financial  restructuring  pursuant to a  prepackaged
Chapter  11 plan of  reorganization,  we have a history of net losses and we may
face liquidity issues in the future.

On October 19,  2001 we filed a  voluntary  petition  for  reorganization  under
Chapter 11 of the U.S. Bankruptcy Code and a prepackaged plan of reorganization.
The Bankruptcy Court confirmed the plan of  reorganization  on December 10, 2001
and we emerged  from our  bankruptcy  proceedings  effective  December 31, 2001.
However, our completion of bankruptcy  proceedings does not assure our continued
success. For example, the bankruptcy  proceedings described above are our second
bankruptcy:  we previously  filed a plan of  reorganization  in January 1996 and
emerged from those  proceedings in June 1996. If our financial  performance does
not exceed our recent  historical  results,  the price of our Common Stock could
decline and your investment could be materially  adversely affected.  As part of
our plan of reorganization,  our lenders modified the terms of our senior credit
facility,  which encumbers  substantially all of our assets.  This facility also
includes mandatory periodic pay downs and covenant  restrictions  concerning the
commitment  limits of this facility  including  levels of collateral,  financial
covenants,  and  limitations  on capital  expenditures.  Our credit  facility is
scheduled to mature on December  31, 2003,  at which time we will be required to
renew,  refinance,  or modify the  credit  facility  with our  lenders or locate
alternative  financing.  These restrictions and provisions could have an adverse
impact on our future liquidity and ability to implement our business plan.

Our revenues  could  continue to decrease  over the next few years,  which could
inhibit us from  achieving or sustaining  profitability  or even prevent us from
continuing to operate.

Our  accumulated  deficit  through  December 31, 2001 has been  eliminated  as a
result  of  Fresh  Start  Reporting.  However,  we have not  recorded  sustained
profitable  operating  results for quite some time. To achieve  sustained future
profitability we will need to generate and sustain revenues while satisfying our
payment  obligations  under the terms of our  senior  secured  revolving  credit
facility  (including  mandatory pay downs) and  maintaining  reasonable cost and
expense levels.  Our COM business has been experiencing  declining  revenues for
several years, so revenue growth in other areas would have to offset the decline
in COM revenues before our total revenues would increase. We do not know when or
if we will  become  profitable  on a  sustained  basis.  If we  fail to  achieve
consistent  profitability  and  generate  sufficient  cash  flows,  we will face
liquidity  and bank  covenant  issues and our senior  secured  debt could become
immediately due and payable on demand. Even though we generated operating income
from continuing  operations in recent quarters, we may not be able to sustain or
increase  profitability  on a quarterly or an annual  basis.  Any failure on our
part to achieve or sustain profitability could cause our stock price to decline.

The development of alternate technologies in the document management industry is
decreasing the need for our micrographics services and products.

The  document  management  industry  is rapidly  changing.  The recent  trend of
technological  advances  and  attendant  price  declines in digital  systems and
products is expected to continue.  As a result, in certain instances,  potential
micrographics customers have deferred, and may continue to defer, investments in
micrographics  systems (including our XFP2000(R) COM system) and the utilization
of  micrographics  service  centers while  evaluating the  capabilities of other
technologies.  Additionally,  the continuing  development of local area computer
networks and similar systems based on digital technologies has resulted and will
continue to result in many of our customers  changing their use of micrographics
from document  storage,  distribution  and access to primarily  archival use. We
believe  that this is at least  part of the reason  for the  declines  in recent
years  in  both  sales  and  prices  of  our   duplicate   film,   readers   and
reader/printers.   Our  service  centers  also  are  producing  fewer  duplicate
microfiche  per original  for  customers,  reflecting  the shift  towards  using
micrographics  primarily  for  long  term  archival  storage.  Revenues  for our
micrographics services and products,  including COM service revenues, COM system
revenues, maintenance service revenues and micrographics supplies revenues, have
been  adversely  affected for each of the past five fiscal years and will likely
in the future be substantially  adversely  affected by, among other things,  the
increasing use of digital  technology.  COM revenues from  services,  system and
supplies sales declined 27% in 2002 from fiscal year 2001 revenues. Overall, COM
revenues  represented  66% of our  revenues  for the  twelve month  period ended
September 30, 2002, 71% of our fiscal year 2001 revenues,  77% of 2000 revenues,
83%  of  1999  revenues,  91%  of  1998  revenues  and  95%  of  1997  revenues.
Additionally,  the rapidly changing document management industry has resulted in
price  competition in certain of our businesses,  particularly COM services.  We
have been and we expect to continue to be impacted  adversely  by the decline in
the demand for COM  services,  the  declining  market  for COM  systems  and the
attendant  reduction  in  supplies  revenues.  We expect that our  revenues  for
maintenance  of COM systems will  continue to decline as a result of  decreasing
use and fewer  sales of COM  systems.  Additionally,  the  growth  of  alternate
technologies  has  created  consolidation  in the  micrographics  segment of the
document management  industry.  To the extent consolidation in the micrographics
segment has the effect of causing major providers of micrographics  services and
products to cease  providing such services and products,  the negative trends in
the segment,  such as competition from alternate  technologies  described above,
may  accelerate.  If we do  not  adapt  to the  rapid  changes  in the  document
management  industry,  our  business  will  suffer and your  investment  will be
adversely affected.

Intense  competition in the document  management  industry could prevent us from
increasing  or  sustaining  our  revenues  and  prevent  us  from  achieving  or
sustaining profitability.

The  document   management  industry  is  becoming   increasingly   competitive,
especially in the market for Internet-based  document  management  services.  We
face,  and will  continue to face,  competition  from other  document-management
outsource-service  providers  as  well  as  from  document-management   software
providers who offer  in-house  solutions.  Some of our  competitors  are leading
original equipment  manufacturers with established  client-relationships  in our
target markets. Some of our competitors are significantly larger than we are and
have greater financial resources,  greater name recognition and longer operating
histories than we have. Our  competitors  may be able to respond more quickly or
adjust  prices  more  effectively  to take  advantage  of new  opportunities  or
customer requirements.  Increased competition could result in pricing pressures,
reduced  sales,  reduced  margins or failure to achieve or  maintain  widespread
market  acceptance,  any of which could prevent us from increasing or sustaining
our revenues and achieving or sustaining profitability.

Fluctuation  in our quarterly  financial  results may cause  instability  in our
stock price.

Our COM business has experienced and continues to experience  trending  decline;
however,  the rate at which this decline will impact our operations is difficult
to  predict.  Additionally,  we  attempt  to  base  our  operating  expenses  on
anticipated  revenue  levels,  and a substantial  percentage of our expenses are
fixed in the short term. As a result,  any delay in  generating  or  recognizing
revenues could cause our operating results to be below  expectations.  Moreover,
the operating expenses from our growth initiatives may exceed our estimates. Any
or all of these factors could cause the price of our common stock to decline.

If we are unable to decrease our costs to match the decline in our revenues,  we
may not be able to sustain profitability.

The  decline in the demand for COM  services,  systems and  maintenance  and the
attendant  reduction in supplies revenues have adversely  affected our business.
Over the past several  years,  COM revenues from  services,  system and supplies
sales have been steadily decreasing as a percentage of our revenues and declined
27% in 2002 from fiscal year 2001  revenues.  We expect  that our  revenues  for
maintenance  of COM systems will  continue to decline as a result of  decreasing
use and fewer  sales of COM  systems.  We have taken  steps  such as  facilities
consolidation  and personnel  reductions to reduce our cost structure and offset
the decrease in COM revenues. We intend to take additional measures as necessary
to continue to reduce our cost structure. If these measures are unsuccessful, we
will not  realize  profits  from our COM  business  and your  investment  may be
adversely affected.

If our future results do not meet or exceed the  projections  and assumptions we
made for Fresh Start Reporting purposes, we may have to write down the values of
some of our assets.

On December 31, 2001, as a result of our emergence from  bankruptcy,  we adopted
Fresh  Start  Reporting.  This  resulted in  material  changes to our  financial
statements  including  the  recording of an asset for  "reorganization  value in
excess of identifiable  net assets." We determined the value of our business and
accordingly,   our  reorganization  asset  by  making  certain  projections  and
assumptions  based  on  historical  results  as well as our  best  estimates  of
expected  future  market  conditions.   Unfavorable   changes  compared  to  our
projections  used for Fresh  Start  Reporting  purposes  could  result in future
impairments of our reorganization asset and our identifiable  intangible assets.
If these assets were to be impaired, the value of your investment could decline.

If we are unable to make technological  advancements and upgrades to our current
product and service offerings, we will lose market share.

In order to maintain and grow market share,  we  continually  invest in offering
new customer  solutions  and in upgrading  our storage and delivery  systems and
infrastructure. We cannot assure you that we will be able to continue to develop
innovations  in our  software to stay  abreast of client  needs.  We also cannot
assure you that we will be able to  maintain or upgrade  our  infrastructure  to
take  advantage of new  technology.  Our future plans for growth and a return to
profitability  would be  detrimentally  affected if we are unable to develop new
and  innovative   customer  solutions  or  if  we  are  unable  to  sustain  our
infrastructure.

Litigation or third party claims of  intellectual  property  infringement  could
require us to spend  substantial time and money and adversely affect our ability
to develop and commercialize products.

Third parties may accuse us of employing their  proprietary  technology  without
authorization.  In addition, third parties may obtain patents that relate to our
technologies  and  claim  that  our use of  such  technologies  infringes  these
patents.  Regardless  of their  merit,  such  claims  could  require us to incur
substantial   costs,   including  the  diversion  of  management  and  technical
personnel,  in  defending  ourselves  against any such claims or  enforcing  our
patents. In the event that a successful claim of infringement is brought against
us, we may be required to pay damages and obtain one or more licenses from third
parties. We may not be able to obtain these licenses at a reasonable cost, or at
all.  Defense of any  lawsuit or failure to obtain any of these  licenses  could
adversely  affect our  ability to develop  and  commercialize  products  and our
operating results.

The loss of key  personnel  or the  inability  to attract and retain  additional
personnel could impair our ability to expand our operations.

We are highly dependent on the principal  members of our management team and the
technical  expertise of our personnel,  especially in our Professional  Services
business.  The success of this business is based on our technical  expertise and
proven ability to provide fast,  expert,  on-site service and support around the
clock. This service is provided in North America and Europe by approximately 400
Anacomp service professionals, the loss of whose services might adversely impact
the achievement of our business  objectives.  Moreover,  our business operations
will require additional expertise in specific industries and areas applicable to
products  identified and developed  through our  technologies.  These activities
will require the addition of new personnel,  including  management and technical
personnel  as  well as the  development  of  additional  expertise  by  existing
employees.  Competition  for  experienced  technicians  may limit our ability to
attract or retain such  technicians.  If we are unable to attract such personnel
or to  develop  this  expertise,  we may not be able to  sustain  or expand  our
operations in a timely manner or at all.

We face business,  political and economic risks because a significant portion of
our sales is to customers outside of the United States.

Revenues  from  operations  outside the United  States  accounted for 28% of our
total revenue for the  twelve month  period ended  September 30, 2002 and 30% of
our total revenue in fiscal year 2001. Our success  continues to depend upon our
international operations,  and we expect that a significant portion of our total
future revenues will be generated from  international  sales. Our  international
business involves a number of risks, including:

     o    our  ability to adapt our  products  to  foreign  design  methods  and
          practices;
     o    cultural differences in the conduct of business;
     o    difficulty in attracting and retaining qualified personnel;
     o    longer payment cycles for and greater difficulty  collecting  accounts
          receivable;
     o    unexpected   changes  in   regulatory   requirements,   royalties  and
          withholding taxes that restrict the repatriation of earnings;
     o    tariffs and other trade barriers;
     o    the burden of complying with a wide variety of foreign laws;
     o    political,  economic or military  conditions  associated  with current
          worldwide conflicts and events;
     o    the  exchange  markets  and our  ability  to  generate,  preserve  and
          repatriate  proceeds and dividends to the parent company in the United
          States; and
     o    to the extent  that  profit is  generated  or losses are  incurred  in
          foreign countries,  our effective income tax rate may be significantly
          affected.  Any of these  factors could  significantly  harm our future
          international  sales and,  consequently,  our  revenues and results of
          operations and business and financial condition.

We use hazardous  chemicals in our business and any claims  relating to improper
handling,  storage or disposal of these  materials  could be time  consuming and
costly.

Our  operations  involve the use and sale of  hazardous  chemicals.  Although we
believe that our safety  procedures  for handling and disposing  comply with the
applicable standards,  we cannot eliminate the risk of accidental  contamination
or discharge and any resultant injury from these materials.  Federal,  state and
local laws and regulations govern the use,  manufacture,  storage,  handling and
disposal of hazardous materials. In the event of an accident, we may be sued for
any  injury  or  contamination  that  results  from  our use or the use by third
parties of these materials,  and our liability may exceed our insurance coverage
and our total assets.

Disclosure of trade secrets could aid our competitors.

We  attempt to  protect  our trade  secrets  by  entering  into  confidentiality
agreements with third parties,  our employees and  consultants.  However,  these
agreements can be breached and, if they are, there may not be an adequate remedy
available to us. If our trade secrets  become known we may lose our  competitive
position.

If we are unable to adequately protect our intellectual property,  third parties
may be able to use our technology,  which could adversely  affect our ability to
compete in the market.

Our  success  will depend in part on our  ability to obtain  protection  for our
intellectual  property.  We will be able to protect  our  intellectual  property
rights  from  unauthorized  use by third  parties  only to the  extent  that our
software is  copyrightable  and business methods are patentable under applicable
intellectual  property laws or are effectively  maintained as trade secrets. The
laws of some foreign  countries do not protect  intellectual  property rights to
the same  extent  as the laws of the  United  States  and  many  companies  have
encountered  significant  problems in protecting  and  defending  such rights in
foreign jurisdictions.  Furthermore, others may independently develop similar or
alternative technologies or design around our intellectual property protections.
In addition, our competitors may independently develop substantially  equivalent
proprietary information or may otherwise gain access to our trade secrets.

Difficulties  we may  encounter  managing  our growth  product  lines may divert
resources  and limit our  ability  to  successfully  expand our  operations  and
implement our business plan.

We  anticipate  that our MVS and Web  Presentment  product lines will be able to
grow as a result of our  reorganization.  Our growth in the  future  anticipates
potential  acquisitions that may place a strain on our administrative  personnel
and operational  infrastructure should such acquisitions occur. We cannot assure
you  that we will be able  to  identify  acquisition  candidates,  or be able to
consummate  acquisitions on terms acceptable to us, if at all. Additionally,  we
cannot  assure you that we will have funds  available  for making  acquisitions.
Effectively  managing  growth will also  require us to improve our  operational,
financial and management controls,  reporting systems and procedures. We may not
be able to successfully implement improvements to our management information and
control  systems in an efficient or timely manner and may discover  deficiencies
in existing systems and controls.

We rely on a few suppliers to provide us COM products that while in decline, are
essential to our operations.

Supplies and system sales  represented  approximately  17% of our total revenue,
for fiscal  year 2002.  The  primary  products  in the  equipment  and  supplies
business  are  silver  halide  original  COM  film  and  non-silver  duplicating
microfilm.  We obtain all of our silver  halide  products  through an  exclusive
multi-year  supply  agreement  with a single  provider  and our  duplicate  film
products from one other  provider.  Any  disruption  in the supply  relationship
between  Anacomp and such  suppliers  could  result in delays or  reductions  in
product  shipment  or  increases  in  product  costs that  adversely  affect our
operating results in any given period.  In the event of any such disruption,  we
cannot assure you that we could develop alternative sources of raw materials and
supplies at acceptable prices and within reasonable times. Additionally,  as the
demand for COM services declines,  the demand for COM supplies falls as well. If
the decline in COM  supplies is greater  than  planned,  our  profitability  and
liquidity would decline as well.

Our stock price may be  volatile,  and you may not be able to resell your shares
at or above the price you paid, or at all.

Since the effective date of our bankruptcy  restructuring,  our common stock has
had limited  trading  activity on the OTC Bulletin  Board. We cannot predict the
extent to which investor interest in our stock will lead to the development of a
more active  trading  market,  how liquid that market might become or whether it
will be  sustained.  The trading  price of our common  stock could be subject to
wide  fluctuations due to the factors discussed in this risk factors section and
elsewhere  in this  report.  In  addition,  the stock  markets in  general  have
experienced  extreme  price and  volume  fluctuations.  These  broad  market and
industry  factors may decrease the market price of our common stock,  regardless
of our actual operating performance.

Our net  deferred tax asset may have no future  value  should we  experience  an
Ownership Change as defined by the Internal Revenue Code.

A deferred  tax asset has been  recorded on our books for tax goodwill in excess
of book  reorganization  asset,  certain  temporary  differences,  net operating
losses and other tax basis  carryforwards.  We have also  recorded  a  valuation
allowance  in the  amount  of $41  million  in order to  fully  offset  this net
deferred  tax  asset.  We have been  advised  that in the event of an  Ownership
Change (as defined by the IRC in section  382),  our net  deferred tax asset may
have limited or no value and be unavailable for us to utilize for our benefit in
future periods.




Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Revenues  generated  outside  of the United  States,  as a  percentage  of total
revenues,  were 30% and 33% for the  six month  periods ended March 31, 2003 and
2002,  respectively.   Fluctuations  in  foreign  exchange  rates  could  impact
operating results through translation of our subsidiaries' financial statements.
Recent global economic events have caused exchange rates in general to rise over
the past several months, making foreign currencies more valuable in terms of the
U.S.  dollar.  For example,  the Euro has risen almost 10% during the six months
ended  March 31,  2003.  Exchange  rate  changes  of this  magnitude  can have a
material affect on our financial statement results,  particularly with regard to
the accumulated other comprehensive income or loss account in the equity section
of the balance sheet.

Our revolving  credit facility bears interest at variable rates and is therefore
affected by the  general  level of U.S.  interest  rates.  We had $11.4  million
outstanding  under our  facility on March 31,  2003.  If interest  rates were to
increase 2%, annual interest expense would increase  approximately  $0.2 million
based on the March outstanding balance.

Foreign Exchange Options

We completed a sale of our  Switzerland  subsidiaries  and operations on October
18, 2002 to edotech  Ltd.  (a UK  company) at a sales price of CHF 26.7  million
(Swiss francs) or approximately $17.9 million (U.S. dollars). CHF 4.6 million of
the sales price was paid at closing,  and CHF 18.2 million was paid on March 10,
2003. However, the remaining sales price was deferred and is payable as follows:
CHF 1.1 million on or before  April 18,  2003;  and CHF 2.8 million on or before
April 18, 2004 upon expiration of certain  indemnification  claim periods.  As a
result of a tax audit of the Switzerland  operations for prior year results,  we
estimate  we will  incur  additional  costs not to exceed  CHF 0.3  million,  or
approximately $0.2 million.  This will decrease the amount we will receive on or
before April 18, 2004.

We are exposed to various foreign currency exchange rate risks that arise in the
normal course of business.  Our functional  currency is the U.S. dollar. We have
international  operations  resulting in receipts and payments in currencies that
differ from the functional  currency of Anacomp.  In connection with the sale of
our  Switzerland  subsidiaries,  we entered into forward  contracts to hedge the
related receivables.  All forward contracts entered into by us were entered into
for the sole purpose of hedging existing currency exposure,  not for speculation
or trading  purposes.  Currently,  we are using forward  contracts only to hedge
balance sheet exposure.  The contracts are in Swiss Francs,  and have maturities
of April 15, 2003 and April 15, 2004. When hedging  balance sheet exposure,  all
gains and losses on forward contracts are recognized as other income and expense
in the same  period as the gains and  losses  on  remeasurement  of the  foreign
currency  denominated  assets.  We entered into these foreign  exchange  forward
contracts  within a few days of the sale, and therefore the  difference  between
the  change  in the  fair  value of the  asset  and the  change  in value in the
contracts that must be recognized in the financial statements is immaterial.

Item 4.  Controls and Procedures


(a)  Under  the  supervision  and  with  the  participation  of our  management,
     including our principal  executive officer and principal financial officer,
     we  evaluated  the  effectiveness  of  the  design  and  operations  of our
     disclosure  controls  and  procedures,   as  such  term  is  defined  under
     Rule-13a-14(c)  promulgated  under the Securities  Exchange Act of 1934, as
     amended,  within the 90-day period prior to the filing date of this report.
     Based  on  their  evaluation,  our  principal  executive  officer  and  our
     principal  financial  officer  concluded that our  disclosure  controls and
     procedures were effective as of that date.


(b)  There have been no significant  changes (including  corrective actions with
     regard to significant  deficiencies or material weaknesses) in our internal
     controls or in other factors that could significantly affect these controls
     subsequent to the date of the evaluation referenced in paragraph (a) above.




<PAGE>

                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

Anacomp  and its  subsidiaries  are  potential  or named  defendants  in several
lawsuits  and  claims  arising in the  ordinary  course of  business.  While the
outcome of claims,  lawsuits or other  proceedings  brought against us cannot be
predicted with certainty,  management expects that any liability,  to the extent
not  provided  for  through  insurance  or  otherwise,  will not have a material
adverse effect on our financial condition or results of operations.

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

On February  25,  2003,  Anacomp held its annual  meeting of  shareholders.  The
following  directors were elected,  with the following votes cast for,  against,
and abstaining:
<TABLE>
<CAPTION>


                                                For             Against/Withheld
                                                ___             ________________
    <S>                                    <C>                    <C>

    Edward P. Smoot                        2,919,170             1,009,160

    Jeffrey R. Cramer                      3,306,213               622,117

    Ralph B. Bunje, Jr.                    3,443,720               484,610

    Gary J. Fernandez                      3,830,015                98,315

    Fred G. Jager                          3,830,013                98,317

    David E. Orr                           3,443,722               484,608

    Michael E. Tennenbaum                  3,830,763                97,567

</TABLE>


Item 6.  Exhibits and Reports on Form 8-K (exhibits incorporated by reference)

(a)  Exhibits: For a list of exhibits filed with this quarterly report, refer to
     the Index of Exhibits below.

(b)  During the period covered by this report, we filed the following reports on
     Form 8-K:

     (1)  On  January  31,  2003,  we  filed a Form 8-K to  provide  information
          regarding nominations to Anacomp's Board of Directors.

     (2)  On March 12,  2003,  we filed a Form 8-K to  announce  the  receipt of
          approximately   $11.8  million  in  proceeds  from  the  sale  of  our
          Switzerland subsidiaries.

<PAGE>

SIGNATURES



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.


                                                 ANACOMP, INC.




                                                 /s/ Linster W. Fox
                                                 ___________________
                                                 Linster W. Fox
                                                 Executive Vice President and
                                                  Chief Financial Officer




Date: May 14, 2003

<PAGE>
                                  CERTIFICATION


I, Jeffrey R. Cramer, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Anacomp, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;


          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and


          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;


     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and


          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and


     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date: May 14, 2003
                                                 /s/ Jeffrey R. Cramer
                                                 _______________________________
                                                 Jeffrey R. Cramer
                                                 Chief Executive Officer











<PAGE>



                                  CERTIFICATION


I, Linster W. Fox, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Anacomp, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date: May 14, 2003


                                                     /s/ Linster W. Fox
                                                     ___________________________
                                                     Linster W. Fox
                                                     Chief Financial Officer


<PAGE>




                                INDEX TO EXHIBITS



The  following  exhibits  are filed with this  Quarterly  Report on Form 10-Q or
incorporated  herein by reference to the listed document  previously  filed with
the Securities and Exchange Commission (the "SEC"). Previously unfiled documents
are noted with an asterisk (*):


     2.   Plan of Reorganization dated August 29, 2001. (1)

     3.1  Amended and Restated  Articles of  Incorporation  of the Company as of
          December 31, 2001. (2)

     3.2  Amended and Restated Bylaws of the Company as of April 25, 2002. (3)

     4.1  Shareholders Rights Plan. (4)

     4.2  Amendment to the Shareholders Rights Plan dated December 17, 2002. (5)

     4.3  Warrant  Agreement  by and between  the  Company  and Mellon  Investor
          Services LLC dated December 31, 2001. (2)

     10.1 Part-Time  Employment  Agreement dated November 12, 2002,  between the
          Company and Edward P. Smoot. (*)

     99.1 Certification pursuant to 18 U.S.C. Section 1350,  as adopted pursuant
          to Section 906 of the  Sarbanes-Oxley  Act of 2002 for Chief Executive
          Officer.

     99.2 Certification pursuant to 18 U.S.C. Section 1350,  as adopted pursuant
          to Section 906 of the  Sarbanes-Oxley  Act of 2002 for Chief Financial
          Officer.

_______________________

(1)  Incorporated  by reference to the Company's Form 8-K filed on September 20,
     2001 and October 29, 2001.

(2)  Incorporated by reference to the exhibits to the registration  statement of
     Form 8-A filed by the Company on January 9, 2002.

(3)  Incorporated  by reference to the  Company's  Form 10-Q/A for the quarterly
     period ended June 30, 2002.

(4)  Incorporated  by reference to an exhibit to the Company's Form 8-K filed on
     September 21, 2002.

(5)  Incorporated  by reference to an exhibit to the Company's Form 10-K for the
     year ended September 30, 2002.







<PAGE>


SIGNATURES
                                                                    EXHIBIT 99.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I,  Jeffrey  R.  Cramer,   Chief  Executive   Officer  of  Anacomp,   Inc.  (the
"Registrant"),  do hereby certify in accordance with 18 U.S.C.  1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that,  based on my
knowledge:

(1)  the  Quarterly  Report  on  Form  10-Q of the  Registrant,  to  which  this
     certification is attached as an exhibit (the "Report"), fully complies with
     the  requirements  of section 13(a) of the Securities  Exchange Act of 1934
     (15 U.S.C. 78m); and

(2)  the information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and  results  of  operations  of  the
     Registrant.

Dated: May 14, 2003
                                                 /s/ Jeffrey R. Cramer
                                                 _____________________________
                                                 Jeffrey R. Cramer
                                                 Chief Executive Officer


<PAGE>
                                                                   EXHIBIT 99.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


I, Linster W. Fox, Chief Financial Officer of Anacomp,  Inc. (the "Registrant"),
do hereby  certify in accordance  with 18 U.S.C.  1350,  as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1)  the  Quarterly  Report  on  Form  10-Q of the  Registrant,  to  which  this
     certification is attached as an exhibit (the "Report"), fully complies with
     the  requirements  of Section 13(a) of the Securities  Exchange Act of 1934
     (15 U.S.C. 78m); and

(2)  the information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and  results  of  operations  of  the
     Registrant.

Dated: May 14, 2003
                                               /s/ Linster W. Fox
                                               ____________________________
                                               Linster W. Fox
                                               Chief Financial Officer
<PAGE>