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
           JUNE 30, 2004.

                                  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: 1-08328


                                  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 July 31, 2004, the number of outstanding  shares of the  registrant's
Class A Common Stock,  $.01 par value per share, was 4,039,900 and the number of
outstanding  shares of the registrant's Class B Common Stock, $.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
                               June 30, 2004 (unaudited) and September 30, 2003................         1

                          Unaudited Condensed Consolidated Statements of Operations
                               Three Months Ended June 30, 2004 and 2003.......................         2

                          Unaudited Condensed Consolidated Statements of Operations
                                  Nine Months Ended June 30, 2004 and 2003.....................         3

                          Unaudited Condensed Consolidated Statements of Cash Flows
                               Nine Months Ended June 30, 2004 and 2003........................         4

                          Notes to the Condensed Consolidated Financial Statements (Unaudited)          5

      Item 2.         Management's Discussion and Analysis of Financial
                               Condition and Results of Operations.............................        11


      Item 3.         Quantitative and Qualitative Disclosures About Market Risk...............        25

      Item 4.         Controls and Procedures..................................................        25


      PART II.        OTHER INFORMATION

      Item 1.         Legal Proceedings........................................................        26

      Item 2.         Changes in Securities and Use of Proceeds................................        26

      Item 6.         Exhibits and Reports on Form 8-K.........................................        26

      SIGNATURES...............................................................................        27

      Index to Exhibits........................................................................        28

</TABLE>


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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


                                                                               June 30,            September 30,
(in thousands)                                                                   2004                  2003
                                                                              ____________         _____________
Assets                                                                        (Unaudited)
<S>                                                                             <C>                  <C>
Current assets:
    Cash and cash equivalents...........................................      $     16,544         $      18,390
    Receivable on sale of Swiss subsidiaries............................               251                 1,262
    Accounts receivable, net............................................            27,928                29,847
    Inventories, net....................................................             3,217                 3,174
    Prepaid expenses and other..........................................             3,581                 4,798
                                                                              ____________         _____________
Total current assets....................................................            51,521                57,471

Property and equipment, net.............................................            16,026                18,398
Reorganization value in excess of identifiable net assets...............            73,363                73,363
Intangible assets, net..................................................             7,342                 8,829
Other assets............................................................             7,762                 6,880
                                                                              ____________         _____________
                                                                              $    156,014         $     164,941
                                                                              ============         =============
Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable....................................................      $      8,154         $       9,118
    Accrued compensation, benefits and withholdings.....................            14,702                14,233
    Deferred revenue....................................................             9,203                 7,784
    Accrued income taxes................................................             1,697                 1,063
    Other accrued liabilities...........................................            10,055                 9,262
                                                                              ____________         _____________
Total current liabilities...............................................            43,811                41,460
                                                                              ____________         _____________

Long-term liabilities:
    Senior secured revolving credit facility............................               ---                 5,917
    Unfunded accumulated benefit obligation.............................            14,545                13,296
    Other long-term liabilities.........................................             2,533                 3,125
                                                                              ____________         _____________
Total long-term liabilities.............................................            17,078                22,338
                                                                              ____________         _____________

Stockholders' equity:
    Preferred stock.....................................................               ---                   ---
    Common stock........................................................                40                    40
    Additional paid-in capital..........................................            97,200                97,000
    Accumulated other comprehensive loss................................              (273)                 (891)
    (Accumulated deficit) retained earnings.............................            (1,842)                4,994
                                                                              ____________         _____________
Total stockholders' equity..............................................            95,125               101,143
                                                                              ____________         _____________
                                                                              $    156,014         $     164,941
                                                                              ============         =============
</TABLE>

 See the accompanying Notes to the Condensed Consolidated Financial Statements.

<PAGE>


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

(in thousands, except per share amounts)                                  Three months ended    Three months ended
                                                                             June 30, 2004         June 30, 2003
                                                                          ___________________   __________________
<S>                                                                        <C>                   <C>
Revenues:
    Services...........................................................   $         37,348      $         40,989
    Equipment and supply sales.........................................              7,842                 8,817
                                                                          ___________________   __________________
                                                                                    45,190                49,806
                                                                          ___________________   __________________
Cost of revenues:
    Services...........................................................             24,910                28,119
    Equipment and supply sales.........................................              5,259                 6,317
                                                                          ___________________   __________________
                                                                                    30,169                34,436
                                                                          ___________________   __________________

Gross profit...........................................................             15,021                15,370
Costs and expenses:
    Engineering, research and development..............................              1,462                 1,450
    Selling, general and administrative................................             13,053                11,809
    Reversal of environmental liability................................               (145)                  ---
    Amortization of intangible assets..................................                496                   496
    Restructuring charge...............................................              3,970                 1,152
                                                                          ___________________   __________________

Operating (loss) income................................................             (3,815)                  463
                                                                          ___________________   __________________

Other income (expense):
    Interest income....................................................                 45                    45
    Interest expense and fee amortization..............................               (167)                 (383)
    Other..............................................................                (58)                  (79)
                                                                          ___________________   __________________
                                                                                      (180)                 (417)
                                                                          ___________________   __________________
(Loss) income before income taxes......................................             (3,995)                   46
Provision for income taxes.............................................                550                   676
                                                                          ___________________   __________________
Net loss...............................................................   $         (4,545)     $           (630)
                                                                          ===================   ==================

Basic and diluted per share data:
    Basic and diluted net loss per share...............................   $          (1.12)     $          (0.15)
                                                                          ===================   ==================

Shares used in computing basic and diluted net loss per share..........              4,044                 4,039
                                                                          ===================   ==================
</TABLE>



 See the accompanying Notes to the Condensed Consolidated Financial Statements.

<PAGE>


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

(in thousands, except per share amounts)                                   Nine months ended     Nine months ended
                                                                             June 30, 2004         June 30, 2003
                                                                           _________________     _________________
<S>                                                                        <C>                   <C>
Revenues:
    Services...........................................................    $       116,536       $       126,852
    Equipment and supply sales.........................................             24,943                28,706
                                                                           _________________     _________________
                                                                                   141,479               155,558
                                                                           _________________     _________________
Cost of revenues:
    Services...........................................................             78,301                86,027
    Equipment and supply sales.........................................             16,893                19,597
                                                                           _________________     _________________
                                                                                    95,194               105,624
                                                                           _________________     _________________

Gross profit...........................................................             46,285                49,934
Costs and expenses:
    Engineering, research and development..............................              4,321                 4,883
    Selling, general and administrative................................             39,681                39,439
    Reversal of environmental liability................................               (626)                  ---
    Amortization of intangible assets..................................              1,488                 1,488
    Restructuring charges..............................................              6,277                 1,152
                                                                           _________________     _________________

Operating (loss) income from continuing operations.....................             (4,856)                2,972
                                                                           _________________     _________________

Other income (expense):
    Interest income....................................................                172                   192
    Interest expense and fee amortization..............................               (450)               (1,777)
    Other..............................................................               (340)                  (51)
                                                                           _________________     _________________
                                                                                      (618)               (1,636)
                                                                           _________________     _________________
(Loss) income from continuing operations before income taxes...........             (5,474)                1,336
Provision for income taxes.............................................              1,362                 1,781
                                                                           _________________     _________________
Loss from continuing operations........................................             (6,836)                 (445)
Gain on sale of discontinued operations, net of taxes..................                ---                 8,184
                                                                           _________________     _________________
Net (loss) income......................................................    $        (6,836)      $         7,739
                                                                           =================     =================

Basic and diluted per share data:
    Basic and diluted loss from continuing operations..................    $         (1.69)      $         (0.11)
    Gain on sale of discontinued operations, net of taxes..............                ---                  2.03
                                                                           _________________     _________________
    Basic and diluted net (loss) income................................    $         (1.69)      $          1.92
                                                                           =================     =================

Shares used in computing basic and diluted net (loss) income per share.              4,043                 4,039
                                                                           =================     =================
</TABLE>


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


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

(in  thousands)
                                                                          Nine months ended     Nine months ended
                                                                            June 30, 2004         June 30, 2003
                                                                          _________________     _________________
<S>                                                                       <C>                   <C>
Cash flows from operating activities:
    Net (loss) income..................................................   $         (6,836)     $          7,739
    Adjustments to reconcile net (loss) income to net
        cash provided by operating activities:
      Gain on sale of discontinued operations..........................                ---                (8,184)
      Depreciation and amortization....................................              9,178                11,054
      Amortization of debt fees, premiums, and discounts...............                170                   516
      Non-cash compensation............................................                263                    58
      Non-cash restructuring charges...................................                662                   ---
       Changes in assets and liabilities:
        Accounts and other receivables.................................              2,930                 3,559
        Inventories....................................................                (43)                  512
        Prepaid expenses and other assets..............................               (140)                2,666
        Accounts payable, accrued expenses and other liabilities.......                175                (6,395)
                                                                          _________________     _________________
         Net cash provided by operating activities.....................              6,359                11,525
                                                                          _________________     _________________
Cash flows from investing activities:
    Purchases of property and equipment................................             (3,004)               (2,067)
    Payments to acquire product line assets and customer rights                        ---                   500
    Proceeds from sale of discontinued operations, net.................                ---                14,106
                                                                          _________________     _________________
         Net cash (used in) provided by investing activities...........             (3,004)               11,539
                                                                          _________________     _________________

Cash flows from financing activities:
    Principal payments on revolving line of credit, net................             (5,917)              (21,812)
                                                                          _________________     _________________
         Net cash used in financing activities.........................             (5,917)              (21,812)
                                                                          _________________     _________________
Effect of exchange rate changes on cash and cash equivalents...........                716                 1,231
                                                                          _________________     _________________
(Decrease) increase in cash and cash equivalents.......................             (1,846)                2,483
Cash and cash equivalents at beginning of period.......................             18,390                15,561
                                                                          _________________     _________________
Cash and cash equivalents at end of period.............................   $         16,544      $         18,044
                                                                          =================     =================

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest...............................................   $            388      $          1,184
                                                                          =================     =================
  Cash paid for income taxes...........................................   $            901      $          1,003
                                                                          =================     =================
</TABLE>

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


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

Note 1.  Basis of Presentation

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of Anacomp and its wholly owned subsidiaries.

All significant  intercompany  accounts and transactions have been eliminated in
consolidation.  The  financial  statements,  except for the balance  sheet as of
September  30, 2003,  have not been  audited,  but in the opinion of  management
include all  adjustments  (consisting  of normal  recurring  adjustments  and an
adjustment  to  our  estimated  environmental  liability)  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  fiscal  year ended
September  30,  2003,  included in our fiscal  2003 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.

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 Statement of Financial  Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" as amended
by 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):

For the three months ended June 30:
<TABLE>
<CAPTION>

                                                                                   2004                    2003
                                                                                ___________             _________
    <S>                                                                         <C>                     <C>
    Net loss as reported...............................................         $   (4,545)             $   (630)
    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 ..........................               (104)                 (161)
                                                                                ___________             _________
    Pro forma net loss.................................................         $   (4,649)             $   (791)
                                                                                ===========             =========

    Basic and diluted net loss per share:
          As reported..................................................         $    (1.12)            $   (0.15)
          Pro forma....................................................         $    (1.15)            $   (0.20)

</TABLE>

For the nine months ended June 30:
<TABLE>
<CAPTION>
                                                                                   2004                    2003
                                                                                ___________             _________
<S>                                                                             <C>                     <C>
    Net (loss) income as reported......................................         $   (6,836)             $  7,739
    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 ..........................               (313)                 (482)
                                                                                ___________             _________
    Pro forma net (loss) income........................................          $  (7,149)             $  7,257
                                                                                ===========             =========

    Basic and diluted net (loss) income per share:
          As reported..................................................          $   (1.69)             $   1.92
          Pro forma....................................................          $   (1.77)             $   1.80
</TABLE>


Note 2.  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 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 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 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; unaudited)                                       Life in Years      June 30, 2004
_______________________________________________________________________ _______________   ______________
<S>                                                                      <C>               <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.........................................                         (4,958)
                                                                                          ==============
                                                                                          $      7,342
                                                                                          ==============
</TABLE>

Note 4.  Senior Secured Revolving Credit Facility

Effective  November  24,  2003,  we  entered  into a two-year  revolving  credit
agreement with Fleet National Bank and Union Bank of California. Effective March
26,  2004,  we  signed an  amendment  to the  revolving  credit  agreement.  The
amendment  modified  certain  financial  covenants  to  accommodate  our current
restructuring  activities (See Note 7) and business  plans,  reduced the maximum
commitment to $17.5  million and provides  limited  ability to purchase  Anacomp
Class B Common Stock. The amended credit agreement  ("amended credit  facility")
provides  for a  standby  letter  of  credit  sublimit  of up to $10.0  million.
Availability  is limited to the lesser of (a) the  maximum  commitment  of $17.5
million or (b) the borrowing base.

The amended credit facility 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 the borrowing base. The
borrowing base equals 80% of eligible accounts,  which include U.S. and Canadian
accounts receivable.

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

           o additional debt;
           o permitted acquisitions; and
           o liens and dividends.

The  amended  credit  facility  also is subject to a  leverage  ratio  covenant,
minimum liquidity and limits on annual capital expenditures. In addition, we are
required to remit to the Bank Group the net proceeds of any significant  capital
asset sale.  Except as noted,  the banks must approve any buyback or open market
purchases of our common stock.

On July 30,  2004,  we signed a 5-year,  $50.0  million  senior  secured  credit
facility agreement with Wells Fargo Foothill, Inc. ("new credit facility").  The
larger new credit facility is comprised of a $25.0 million  revolver and a $25.0
million acquisition  facility.  The new credit facility will provide for working
capital  requirements and will fund acquisitions and stock buybacks.  Subject to
certain  conditions,  up to $15.0 million of our shares can be repurchased under
the new credit facility.

Note 5.  Sale of Switzerland and Other Operations

We completed a sale of our  Switzerland  operations and  subsidiaries 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 of June 30, 2004, all proceeds had been received from the sale except for CHF
300,000. The CHF 300,000 is currently being held in escrow pending resolution of
an as yet  unresolved  contingency.  Effectively,  all of the net proceeds (i.e.
sales  price less sale  costs)  received  have been used to reduce  the  balance
outstanding  under the terms of our 2002 Amended and Restated  Revolving  Credit
Agreement, as amended.

We recorded a gain on the sale of the Swiss  operations that is shown separately
as "Gain on sale of  discontinued  operations,  net of taxes"  in the  Condensed
Consolidated Statements of Operations for the nine months ended June 30, 2003.

Note 6. Income Taxes

Our provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                     Nine months ended         Nine months ended
          (in thousands)                               June 30, 2004             June 30, 2003
          _________________________________________  _________________         _________________
          <S>                                         <C>                       <C>
          Federal..................................  $            ---          $            388
          State....................................                45                        40
          Foreign..................................             1,317                     1,353
                                                     _________________         _________________
                                                     $          1,362          $          1,781
                                                     =================         =================
</TABLE>


Due to our reorganization,  we had Cancellation of Debt ("COD") income of $265.4
million in fiscal  year  2002.  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 $39.8 million in order to fully
offset  the net  deferred  tax asset.  At June 30,  2004,  our most  significant
deferred tax assets and liabilities related to temporary differences for the tax
basis of intangible assets.  These timing differences were realized,  offset and
reversed  with no impact on the net value of the  deferred tax asset at June 30,
2004.

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  and when
management  determines  that it is more likely than not that the  utilization of
these assets will not occur before they expire.

Note 7. Restructuring Activities

We continue to  experience  revenue  declines in Computer  Output to  Microfiche
(COM)/Other  Output  Services,   CD/Digital,   COM  Professional  Services,  and
Equipment/Supplies  product  lines.  Due to this  ongoing  trend,  we  initiated
significant   changes  in  fiscal   2004  to  align  our  cost   structure   and
infrastructure  through the  consolidation  and  downsizing  of  facilities  and
adjustments to our worldwide  workforce.  We recorded  restructuring  charges of
$2.4 million in the second  quarter of fiscal 2004 and $4.0 million in the third
quarter of fiscal 2004.  Adjustments to our workforce  (affecting  approximately
101  employees)  during the third  quarter  of fiscal  2004  resulted  in a $0.7
million charge. In the second quarter of fiscal 2004  approximately 49 employees
were terminated and we recorded a charge of $1.9 million. All affected employees
were  notified  and have left the  Company.  The  remaining  accrued  but unpaid
liability  of $1.3  million,  as of June 30,  2004,  is  expected  to be paid by
November  2004.  Also included in the third  quarter $4.0 million  restructuring
charge was $2.6  million of  facility  closure  costs,  including  future  lease
payments, leasehold improvements and operating equipment, and incremental travel
and relocation costs incurred as a result of our consolidation  efforts. At June
30,  2004,  $2.6  million of these  amounts  remained  unpaid and we expect that
payments (non-cancelable facility lease payments) will continue through February
2008. Non-cash  restructuring  deductions were $0.7 million in the third quarter
and reflect leasehold improvements and excess and obsolete equipment from closed
data centers. These non-cash charges are included in the deductions column.

We recorded  restructuring charges totaling $2.9 million in the third and fourth
quarters  of  fiscal  2003.  Adjustments  to  our  workforce  in  those  periods
(affecting  approximately 178 employees) totaled $2.5 million,  and all affected
employees were notified and have departed the Company. The remaining accrued but
unpaid  liability  of $24,000,  as of June 30,  2004,  is expected to be paid by
December 31, 2004.  Also included in the $2.9 million  restructuring  charge was
$0.4  million  of  facility  closure  costs,  including  incremental  travel and
relocation costs incurred as a result of our consolidation  efforts. At June 30,
2004,  $0.1 million of this amount  remained  unpaid and we expect that payments
(non-cancelable facility lease payments) will continue through December 2007. In
the  second  quarter  of  fiscal  2004,  we were  able  to  negotiate  an  early
termination of one of our leased facilities  included in the 2003  restructuring
charges  and in the third  quarter of fiscal  2004 we were able to  negotiate  a
favorable resolution to an international  employee termination.  These favorable
results  resulted  in  reduced  obligations,  and we have  therefore  recorded a
favorable  adjustment of $49,000 and $28,000 in the second and third quarters of
fiscal 2004, respectively.

The  restructuring  reserves  are  included  as a  component  of "Other  accrued
liabilities" in the accompanying  Condensed  Consolidated  Balance Sheets. Lease
obligations  payable  more than twelve  months from June 30, 2004  totaled  $0.7
million,  were  considered  long-term  and  are  included  as  "Other  long-term
liabilities" in the accompanying Condensed Consolidated Balance Sheets.

The  following  table  presents the activity and balances of the fiscal 2004 and
fiscal 2003 restructuring  reserves from September 30, 2003 to June 30, 2004 (in
thousands):

<TABLE>
<CAPTION>

                                                 Employee         Facility
                                               Separations        Closing         Total
                                               ____________       _________      ________
<S>                                             <C>                <C>            <C>
Fiscal 2003 Restructuring
Liability, September 30, 2003...........       $    1,510         $   253        $ 1,763

Cash payments...........................            1,458             121          1,579
Adjustments to expense..................              (28)            (49)           (77)
                                               ____________       _________      ________
Liability, June 30, 2004................       $       24         $    83        $   107
                                               ============       =========      ========
</TABLE>


<TABLE>
<CAPTION>


                                                 Employee         Facility
Fiscal 2004 Restructuring                       Separations       Closing          Total
                                                ____________      _________      ________
<S>                                              <C>                <C>           <C>
Liability, September 30, 2003...........        $      ---        $    ---       $   ---
Charged to expense......................             2,639           3,714         6,353
Non-cash amounts........................               ---             662           662
Cash payments...........................             1,309             418         1,727
                                                ____________      _________      ________
Liability, June 30, 2004................        $    1,330        $  2,634       $ 3,964
                                                ============      =========      ========
</TABLE>

Summary of Restructuring Activities

<TABLE>
<CAPTION>
                                                 Employee         Facility
                                               Separations        Closing         Total
                                               ____________       _________      ________
<S>                                             <C>               <C>             <C>
Liability, September 30, 2003...........       $    1,510         $    253       $  1,763
Charged to expense......................            2,639            3,714          6,353
Non-cash amounts........................              ---              662            662
Cash payments...........................            2,767              539          3,306
Adjustments.............................              (28)             (49)           (77)
                                               ____________      _________       ________
Liability, June 30, 2004................       $    1,354         $  2,717       $  4,071
                                               =============     =========       ========
</TABLE>



Note 8.  Inventories

<TABLE>
<CAPTION>

Inventories consist of the following:
(in thousands)                                                        June 30, 2004      September 30, 2003
_________________________________________________________________     _____________      __________________
  <S>                                                                  <C>                <C>
  Finished goods, including purchased film.......................     $         470       $          593
  Consumable spare parts and supplies............................             2,747                2,581
                                                                      _____________      __________________
                                                                      $       3,217       $        3,174
                                                                      =============      ==================
</TABLE>


Note 9. Defined Benefit Plan

We  have  retirement   plans  in  place  for  our  United  Kingdom  and  Germany
subsidiaries  that qualify as defined benefit plans.  The plans provide benefits
based primarily on years of service and employee  compensation  levels.  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.

Plan assets are held in trust and consist  primarily  of equity  securities.  In
addition,  our balance sheet  includes  assets with a fair value of $4.7 million
and $4.2 million as of June 30, 2004 and 2003,  respectively,  held specifically
to  meet  pension  obligations  in  Germany.  These  additional  assets  do  not
technically  qualify as pension  assets  under U.S.  GAAP  definitions  and are,
therefore,  included  as a  component  of  "Other  Assets"  in the  accompanying
Condensed Consolidated Balance Sheets.

The unfunded accumulated benefit obligation liability and other assets described
above are calculated as of September 30, 2003. The amounts  reported on the June
30, 2004 Condensed  Consolidated  Balance Sheets primarily reflect the impact of
changes in exchange rates during that time.

As of June 30, 2004, the unfunded  accumulated benefit obligation for both plans
in total was $14.5  million.  The  recent  under  funding  of  pension  plans is
primarily  due to  decreases  in actual  investment  returns,  a decrease in the
assumed  discount  rates,  and an increase in life  expectancy.  We evaluate our
actuarial assumptions on an annual basis. These assumptions are revised based on
an evaluation of long-term trends and market conditions in each country that may
have an impact on the cost of providing retirement benefits.

Components of the net periodic benefit cost were as follows:

<TABLE>
<CAPTION>


                                                   Three months ended      Three months ended
        (in thousands)                                June 30, 2004           June 30, 2003
        ________________________________________   ___________________     ___________________
        <S>                                        <C>                     <C>
        Service cost                                       $       254             $       221
        Interest cost                                              513                     434
        Expected return on plan assets                            (358)                   (312)
        Recognized actuarial loss                                   80                      76
                                                   ___________________     ___________________
        Net periodic benefit cost                          $       489             $       419
                                                   ===================     ===================
</TABLE>


<TABLE>
<CAPTION>

                                                    Nine months ended       Nine months ended
        (in thousands)                                June 30, 2004           June 30, 2003
        ________________________________________   ___________________     ___________________
        <S>                                         <C>                    <C>
        Service cost                                       $       764             $       663
        Interest cost                                            1,544                   1,302
        Expected return on plan assets                          (1,073)                   (936)
        Recognized actuarial loss                                  239                     228
                                                   ___________________     ___________________
        Net periodic benefit cost                          $     1,474             $     1,257
                                                   ===================     ===================
</TABLE>


Total  employer  contributions  paid during the three and nine months ended June
30, 2004 were $0.2 million and $1.0 million,  respectively.  Additional employer
contributions of  approximately  $0.2 million are expected to be paid during the
remainder of fiscal 2004.

Note 11.  Comprehensive (loss) income

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


                                                        Three months ended     Three months ended
           (in thousands)                                  June 30, 2004          June 30, 2003
           ___________________________________________  ___________________    __________________
            <S>                                           <C>                   <C>
           Net loss...................................    $     (4,545)          $      (630)
           Change in foreign currency translation.....             (17)                1,044
           Amortization of unfunded accumulated
              benefit obligation......................             ---                    48
                                                        ___________________    __________________
           Comprehensive (loss) income................    $     (4,562)          $       462
                                                        ===================    ==================
</TABLE>


<TABLE>
<CAPTION>

                                                         Nine months ended      Nine months ended
            (in thousands)                                 June 30, 2004          June 30, 2003
           ___________________________________________  ___________________    __________________
           <S>                                           <C>                    <C>
           Net (loss) income..........................    $     (6,836)          $      7,739
           Change in foreign currency translation.....             618                  1,242
           Amortization of unfunded accumulated
              benefit obligation......................             ---                    144
                                                        ___________________    __________________
           Comprehensive (loss) income................    $     (6,218)          $      9,125
                                                        ===================    ==================
</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 nine months ended June 30, 2004,  potentially  dilutive  securities included
outstanding  warrants to purchase 783,077 shares of Class B Common Stock,  which
were issued as part of the reorganization.  The shares subject to these warrants
were excluded from diluted income per share as they were anti-dilutive using the
treasury stock method.

Note 13.  Recent Accounting Pronouncements

In December 2003, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 132(R),  "Employers'  Disclosures  about  Pensions and Other  Postretirement
Benefits."  This  Statement  revises  Statement  No.  132 in  order  to  improve
financial statement disclosures for defined benefit plans. The standard requires
disclosure of more details about plan assets,  obligations,  cash flows, benefit
costs,  and  other  relevant  information.   Disclosures  in  interim  financial
statements are also expanded to require  information  about various  elements of
pension and other postretirement  benefit costs. This Statement is effective for
financial  statements  with fiscal years ending after December 15, 2003, and the
interim  provisions are required for periods  beginning after December 15, 2003.
The adoption of this  Statement has not had a material  impact on our results of
operations or financial condition.

In July 2003, the Emerging  Issues Task Force ("EITF")  finalized a consensus on
Issue No. 03-5,  "Applicability  of AICPA  Statement of Position 97-2,  Software
Revenue Recognition,  to Non-Software  Deliverables in an Arrangement Containing
More-Than-Incidental  Software" ("SOP 72"),  effective for arrangements  entered
into in the first  reporting  period (annual or interim)  beginning after August
13, 2003. This Issue considers whether the provisions of SOP 97-2,  particularly
the Vendor  Specific  Objective  Evidence  ("VSOE")  requirements,  apply to all
deliverables in an arrangement containing  more-than-incidental software or only
to the  software  elements of the  arrangement.  The EITF  concluded  that in an
arrangement that includes  software that is more than incidental to the products
or services as a whole,  software as well as  software-related  elements  (these
elements include non-software  deliverables for which software  deliverables are
essential to their functionality) are included within the scope of SOP 97-2. The
adoption  of this  consensus  has not had a  material  effect on our  results of
operations or financial condition.

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" as defined under the Private  Securities
Litigation  Reform Act of 1995 and within the safe harbors 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," "may,"  "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  product  line  revenue  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 and in our
other  periodic  reports filed with the SEC. 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 made in this report 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  and  uncertainties.  Risks,  uncertainties  and other  important  factors
include, among others:

o    general economic and business conditions;
o    industry trends and growth rates;
o    liability resulting from theft or loss of customer data;
o    competition;
o    future technology;
o    costs and availability of raw materials;
o    currency fluctuations;
o    the loss of any significant customers or suppliers;
o    changes in business strategy or development plans;
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    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 our other public  filings
     with the  Securities and Exchange  Commission,  including our Form 10-K for
     the fiscal year ended September 30, 2003.


Overview and Recent Events

Anacomp is a global provider of information  outsourcing  services,  maintenance
support, and imaging and print solutions. Anacomp was incorporated in Indiana in
1968 and has active  international  subsidiaries  in Austria,  Belgium,  Canada,
France, Germany, Italy, the Netherlands, Scandinavia and the United Kingdom.

The majority of our business relates to managing customer documents,  supporting
the devices these  documents  are captured,  printed or stored on, and providing
supplies and service for the same. We attempt to service our existing and future
customers by  "bundling"  an expanded  list of services  (e.g.  Web viewing,  CD
Services, printing, scanning and long-term archival storage).

We are also one of the world's leading independent,  vendor neutral providers of
Multi-Vendor Services (MVS), where we act as a third party maintainer, providing
support  services such as on-site  maintenance,  call  center/help  desk service
and/or  depot  repair  services,  as  well  as  laser  printer  maintenance  and
associated  hardware.  We offer  expert  installation,  maintenance  and  repair
services  for a broad  array  of third  party  equipment,  such as mass  storage
devices and  high-speed  output  systems.  In addition,  we provide  systems and
related  supplies  and  services  to much of the  installed  base of COM imaging
systems  worldwide  through a  combination  of direct sales,  telemarketing  and
distributors.  Anacomp was once the primary manufacturer for most of the base of
this  installed  COM  equipment  and today we  provide  "as new"  systems to our
customers in North America, Japan and Europe. We also refurbish high-speed laser
printers and provide  maintenance support for a number of these devices, as well
as selling associated supplies.

We continually monitor our legacy business volumes and intend to reduce the cost
of infrastructure  when and where  appropriate.  In the second quarter of fiscal
2004, we initiated a plan to better align our  infrastructure  with major market
opportunities.  In order to enhance our presence in these major markets, we have
been consolidating our smaller facilities into larger, Mega center locations and
have made related adjustments to our worldwide workforce.  We plan on leveraging
our current data  transmission  capabilities  to optimize the cost of delivering
legacy  services.  Our Mega centers will be positioned in areas where we believe
our future prospects are strongest and will enable us to service  customers from
other  geographic  markets.  Creating  better span of control of our  resources,
while aligning our sales  resources  around these centers is expected to help us
identify additional opportunities while reducing operating costs.

On July 30,  2004,  we signed a 5-year,  $50.0  million  senior  secured  credit
facility agreement with Wells Fargo Foothill, Inc. ("new credit facility").  The
larger new credit facility is comprised of a $25.0 million  revolver and a $25.0
million  acquisition  facility.  The facility  will provide for working  capital
requirements and will fund  acquisitions and stock buybacks.  Subject to certain
conditions,  up to $15.0 million of our shares can be repurchased  under the new
credit facility.

Management's discussion and analysis presented below provides a narrative on our
financial  performance and condition and is intended to provide information that
will assist in understanding our condensed  consolidated  financial  statements,
the changes in certain key items in those  financial  statements  from period to
period, and the primary factors that caused those changes, including how certain
accounting principles,  policies and estimates affect such financial statements.
The discussion and analysis that follows should be read in conjunction  with the
accompanying  condensed  consolidated financial statements and the related notes
appearing elsewhere in this report, and includes the following sections:

o    Critical Accounting Policies and Estimates,
o    Results of Operations,
o    Liquidity and Capital Resources, and
o    Off-balance  Sheet  Arrangements,  Contractual  Obligations  and Commercial
     Commitments.

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.   A  summary  of  our
significant  accounting  policies and  estimates can be found in our fiscal 2003
Annual Report on Form 10-K.


Results of Operations

Three Months Ended June 30, 2004 vs. Three Months Ended June 30, 2003

     General.  We reported a net loss of $4.5 million for the three months ended
June 30, 2004 versus $0.6  million  for the three  months  ended June 30,  2003.
Results  for  the  third  quarter  of  fiscal  2004  reflected  a  $4.0  million
restructuring charge compared to a $1.2 million restructuring charge in the same
quarter in the prior year. MVS revenues grew and Web  Presentment  revenues grew
substantially  in the  third  quarter  of  fiscal  2004  over  revenues  for the
comparable period in the prior year. COM-based revenues,  comprised of COM/Other
Output  Services,   COM/Professional   Services,  and  Equipment  and  Supplies,
continued  to decline in the three  months  ended  June 30,  2004,  in line with
historical  trends.  Due to the general weakening of the U.S. dollar,  our total
net revenues  for the third  quarter of fiscal 2004 were  favorably  impacted by
foreign  exchange  rates as compared with the third quarter of fiscal 2003.  The
impact of the foreign exchange  benefit in the current period was  approximately
2% of total net revenues as compared with the third quarter of last year.

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, call center/help desk or
depot repair, laser printer maintenance and associated hardware sales.

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

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

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

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

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

<TABLE>
<CAPTION>

 (in thousands)                         Revenues for Three Months Ended June 30,
                                        ________________________________________
                                                                                         Percentage
Product Line                             2004             2003            Change            Change
____________                             ____             ____            ______            ______
<S>                                      <C>              <C>             <C>               <C>

MVS                                     $  9,382         $  9,020         $    361            4%

docHarbor Web Presentment                  6,519            4,309            2,210           51%

CD/Digital                                 5,405            7,038           (1,633)         (23%)

COM/Other Output Services                 13,478           16,928           (3,450)         (20%)

COM Professional Services                  4,159            5,170           (1,011)         (20%)

Equipment/Supplies                         6,247            7,341           (1,094)         (15%)
                                           -----            -----          -------

Total                                   $ 45,190         $ 49,806         $ (4,617)          (9%)
                                        ========         ========         ========
</TABLE>


MVS  revenues  increased  $0.4  million,  or 4%, over the prior year three month
period.  This  increase  reflects  the  increase in new OEM  agreements  and the
resulting growth in our  Multi-Vendor  Services  offerings.  We have experienced
several years of  continuous  growth in MVS  revenues,  and we expect  continued
growth  in this  area  as we  expand  our  service  offerings  to  include  call
center/help  desk and depot repair  capabilities.  The relative  makeup of total
professional services revenues (consisting of MVS and COM professional services)
continues to shift from COM to MVS. In the three months ended June 30, 2004, MVS
represented  69% of total  professional  services,  compared to 64% in the prior
year three month period.

docHarbor Web  Presentment  revenues  increased  $2.2 million,  or 51%, over the
prior year three  month  period.  This  increase  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.  A large
Web Presentment customer  (representing 22% of docHarbor Web Presentment revenue
in the third  quarter of fiscal 2004) has  indicated  that it will not renew its
Web Presentment  services agreement when it expires in September 2004.  Although
we will be losing this customer, we expect continued revenue growth on an annual
basis in this product line  resulting  from  increased  customer  awareness  and
recognition, increased acceptance of outsourcing non-core business processes and
tighter regulations relating to financial reporting and record keeping. Over the
long term, we believe that pricing for this product may become more competitive.

CD/Digital  revenues  declined $1.6  million,  or 23%, from the prior year three
month period.  The decline was due primarily to the  availability of alternative
Web-based or in-house solutions.

COM/Other Output Services revenues declined $3.5 million, or 20%, 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.  This
decline  also was and  continues  to be due  primarily  to the  availability  of
alternative  technologies.  We expect that COM revenues will continue to decline
in future periods.

COM Professional Services revenues declined $1.0 million, or 20%, from the prior
year three month period.  This decline  reflects the  continued  decrease in the
number of COM units in operation.  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  revenues  declined $1.1 million,  or 15%, 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,  based on gross profits of $15.0 million
for the three months ended June 30, 2004 and $15.4  million for the three months
ended June 30, 2003,  increased from 31% of total revenues for the quarter ended
June 30, 2003 to 33% of total  revenues for the period ended June 30, 2004.  The
increased gross margin  percentage  resulted from the benefits obtained from the
fiscal 2003 restructuring actions.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expenditures,  amounted to $1.5  million for the three month period
ended June 30, 2004, and were  unchanged from the comparable  prior year period,
representing  3% of total  revenues in both periods.  Engineering,  research and
development  expenditures  will  increase in the next two quarters as we plan to
develop new features  and  functionalities  for our  docHarbor  Web  Presentment
services.  Engineering,  research and development  expenses will not necessarily
have a direct or immediate correlation to revenues.

     Selling,  General and Administrative ("SG&A"). SG&A expenses increased from
$11.8  million for the three months ended June 30, 2003 to $13.1 million for the
three months ended June 30, 2004.  Approximately  $0.8 million of this  increase
was from our  international  operations and reflects the weakening of the dollar
against foreign currencies by 8% compared to the prior year period.

     Reversal  of  Environmental  Liability.  Based upon  updated  environmental
analysis  and  historical  sampling  data,  we recorded a  reduction  to our EPA
liability of $0.1 million in the quarter ended June 30, 2004.

     Amortization of Intangible  Assets.  Amortization of intangible  assets was
constant at $0.5  million for the three  months ended June 30, 2003 and June 30,
2004.  The  expense  in  each  period  reflects   amortization  of  identifiable
intangible assets valued as part of Fresh Start Reporting.

     Restructuring  Charges.  Net  restructuring  charges of $4.0  million  were
recorded  for the  quarter  ended June 30,  2004.  These  charges  predominantly
related to the fiscal  2004 data  center  consolidation  and  reorganization  of
related personnel on a worldwide basis. We currently  estimate total fiscal 2004
restructuring charges of approximately $9.0 million. We expect to obtain savings
of over $9.0 million  annually as a result of these  actions  compared to fiscal
2003 operational expenditure levels.

     Interest Expense and Fee  Amortization.  Interest expense decreased to $0.2
million for the three months ended June 30, 2004 from $0.4 million for the three
months ended June 30, 2003. The decrease reflects the lower balance  outstanding
on the senior secured  revolving credit facility for the three months ended June
30, 2004.

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

     Provision for Income Taxes.  The provision for income taxes of $0.6 million
and  $0.7   million  for  the  three  months  ended  June  30,  2004  and  2003,
respectively,  related  primarily to earnings of foreign  subsidiaries.  Certain
European  subsidiaries generate taxable income and resultant income tax expense.
Other legal entities generate operating losses on which no income tax benefit is
recorded due to the  uncertainty of future profits  against which these benefits
could be used.  These events  create an  unbalanced  situation  where income tax
expense is a disproportionate percentage of operating income or loss.

Nine Months Ended June 30, 2004 vs. Nine Months Ended June 30, 2003

     General.  We reported a net loss of $6.8  million for the nine months ended
June 30, 2004 versus net income of $7.7  million for the nine months  ended June
30,  2003.  The net loss for the nine months ended June 30, 2004  included  $6.3
million in  restructuring  charges  compared  to  restructuring  charges of $1.2
million in the comparable prior year period.  The prior year period's net income
included an $8.2  million gain on the sale of our Swiss  subsidiaries.  Both MVS
and Web  Presentment  revenues  grew  substantially  over the prior year  period
revenues.  COM-based revenues continued to decline in the nine months ended June
30, 2004, in line with historical  trends.  Due to the general  weakening of the
U.S.  dollar,  our total net  revenues  for the first nine months of fiscal 2004
were  favorably  impacted by foreign  exchange  rates as compared with the first
nine months of fiscal 2003.  The impact of the foreign  exchange  benefit in the
current period was  approximately  3% of total net revenues as compared with the
first nine months of last year.
<TABLE>
<CAPTION>

 (in thousands)                         Revenues for Nine Months Ended June 30,
                                        _______________________________________
                                                                                         Percentage
Product Line                             2004             2003            Change            Change
____________                             ____             ____            ______            ______
<S>                                      <C>              <C>              <C>              <C>
MVS                                     $ 27,796         $ 25,375         $  2,421           10%

docHarbor Web Presentment                 18,445           13,805            4,640           34%

CD/Digital                                17,694           21,703           (4,009)         (19%)

COM/Other Output Services                 43,961           54,863          (10,902)         (20%)

COM Professional Services                 13,405           15,976           (2,571)         (16%)

Equipment/Supplies                        20,178           23,836           (3,658)         (15%)
                                          ______           ______          _______

Total                                  $ 141,479        $ 155,558         $(13,880)          (9%)
                                       =========        =========         =========
</TABLE>

MVS revenues  increased  $2.4  million,  or 10%,  over the prior year nine month
period.  This  increase  reflects  the  increase in new OEM  agreements  and the
resulting growth in our  Multi-Vendor  Services  offerings.  We have experienced
several years of  continuous  growth in MVS  revenues,  and we expect  continued
growth  in this  area  as we  expand  our  service  offerings  to  include  call
center/help  desk and depot repair  capabilities.  The relative  makeup of total
professional services revenues (consisting of MVS and COM professional services)
continues to shift from COM to MVS. In the nine months ended June 30, 2004,  MVS
represented  67% of total  professional  services,  compared to 61% in the prior
year nine-month period.

docHarbor Web  Presentment  revenues  increased  $4.6 million,  or 34%, over the
prior year nine  month  period.  This  increase  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.  A large
Web Presentment customer  (representing 25% of docHarbor Web Presentment revenue
in the first nine months of fiscal  2004) has  indicated  that it will not renew
its Web  Presentment  services  agreement  when it  expires in  September  2004.
Although we will be losing this customer,  we expect continued revenue growth on
an annual basis in this product line resulting from increased customer awareness
and recognition, increased acceptance of outsourcing non-core business processes
and tighter regulations around financial reporting and record keeping.  Over the
long term, we believe that pricing for this product may become more competitive.

CD/Digital  revenues  declined  $4.0  million,  or 19%, from the prior year nine
month period.  The decline was due primarily to the  availability of alternative
Web-based or in-house solutions.

COM/Other  Output  Services  revenues  declined $10.9 million,  or 20%, from the
prior year nine month  period.  This  decline  reflects  the  decreased  volumes
processed  in our data  centers and  continues  the trend  experienced  in prior
years.  This  decline  also  was  and  continues  to be  due  primarily  to  the
availability  of  alternative  technologies.  We expect that COM  revenues  will
continue to decline in future periods.

COM Professional Services revenues declined $2.6 million, or 16%, from the prior
year nine month  period.  This decline  reflects the  continued  decrease in the
number of COM units in operation.  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  revenues  declined $3.7 million,  or 15%, from the prior
year nine month  period.  This decrease was largely the result of the decline in
demand for, and use of, COM systems.

     Gross Margins.  Our gross margins,  based on gross profits of $46.3 million
for the nine months  ended June 30,  2004 and $49.9  million for the nine months
ended  June 30,  2003,  were 33% and 32% of total  revenues,  respectively.  The
increased gross margin  percentage  resulted from the benefits obtained from the
fiscal 2003 restructuring actions.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expenditures  decreased  $0.6 million,  or 12%, from the nine month
period ended June 30, 2003,  and remained  consistent at 3% of total revenues in
both   periods.   This   decrease   in   spending   was  mainly  the  result  of
restructuring-related  actions taken in the third and fourth  quarters of fiscal
2003. 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.  Most  of  these
expenditures  were in support of the docHarbor Web  Presentment  and  CD/Digital
services and, to a lesser extent, COM products.

     Selling,  General and Administrative ("SG&A"). SG&A expenses increased from
$39.4  million for the nine months ended June 30, 2003 to $39.7  million for the
nine months ended June 30, 2004.  During the second  quarter of fiscal 2004, the
Company was involved in a proxy contest  involving the election of directors and
as a result  expended $0.4 million in connection  with this proxy  contest.  The
Company's  proposed  directors  were  elected  despite the proxy  contest.  SG&A
expenses  for the nine  months  ended  June 30,  2004  included  a $2.7  million
increase in international  expenses over the comparable prior year period.  This
increase  in part  reflects  the  weakening  of the US  dollar  against  foreign
currencies of 13% in fiscal 2004 compared to the prior year.

     Reversal  of  Environmental  Liability.  Based upon  updated  environmental
analysis and continued  favorable site contamination test results, we recorded a
reduction to our EPA  liability of $0.5 million in the first  quarter,  and $0.1
million in the third quarter of fiscal 2004.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
remained at $1.5  million  for the nine months  ended June 30, 2003 and June 30,
2004.  The  expense  in  each  period  reflects   amortization  of  identifiable
intangible assets valued as part of Fresh Start Reporting.

     Restructuring  Charges. Net restructuring  charges of $2.3 million and $4.0
million were recorded in the second and third quarters,  respectively, of fiscal
2004.  We  currently  estimate  total  fiscal  2004  restructuring   charges  of
approximately  $9.0  million.  We expect to obtain  savings of over $9.0 million
annually  as a result  of these  actions  compared  to fiscal  2003  operational
expenditure  levels. In addition,  in the second quarter of fiscal 2004, we were
able to negotiate  favorable  settlements  on a lease and  employee  termination
expensed in our fiscal 2003  restructuring,  resulting in a $77,000 reduction to
the restructuring charge for the nine months ended June 30, 2004.

     Interest Expense and Fee  Amortization.  Interest expense decreased to $0.5
million for the nine months  ended June 30, 2004 from $1.8  million for the nine
months ended June 30, 2003. This decrease reflects the lower balance outstanding
on the senior secured revolving credit facility in the current year period.

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

     Provision for Income Taxes.  The provision for income taxes of $1.4 million
and $1.8 million for the nine months ended June 30, 2004 and 2003, respectively,
related  primarily  to  earnings  of  foreign  subsidiaries.   Certain  European
subsidiaries  generate  taxable income and resultant  income tax expense.  Other
legal  entities  generate  operating  losses on which no income  tax  benefit is
recorded due to the  uncertainty of future profits  against which these benefits
could be used.  These events  create an  unbalanced  situation  where income tax
expense is a disproportionate percentage of operating income or loss.

Liquidity and Capital Resources

Our legacy  business  (COM) has  declined in recent years and is  forecasted  to
continue to decline as new and alternate  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.
We believe the actions  taken over the past two and a half years,  including new
and enhanced product and service offerings,  Company downsizing and cost control
measures will allow us 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.

In the nine months ended June 30, 2004, we generated cash flows from  operations
of $6.4 million,  compared to $11.5 million  generated in the same period of the
prior fiscal year.  Net cash from  operations in the first nine months of fiscal
2004  primarily  reflected  our  operating  loss offset by non-cash  charges for
depreciation, amortization, and compensation in the form of stock grants for our
outside  directors  and a decrease  in  accounts  receivable.  Cash  payments of
restructuring  related  costs in fiscal  2004 were the  primary  reason  for the
decline compared to the comparable period in fiscal 2003.

Net cash used in investing activities was $3.0 million for the nine months ended
June 30,  2004,  compared to cash  provided  by  investing  activities  of $11.5
million in the  comparable  prior year period.  Expenditures  in both years were
primarily for  purchases of  equipment.  In the first quarter of fiscal 2004, we
invested  approximately  $0.7  million in our call center and  central  services
infrastructure. In the prior comparable year period we received $14.1 million in
cash proceeds from the sale of our Switzerland operations and subsidiaries.

Net cash used in financing activities was $5.9 million for the nine months ended
June 30, 2004,  compared to $21.8  million used in financing  activities  in the
comparable  prior year period.  In both  periods,  cash was used to pay down the
revolving credit facility.

At June 30, 2004, there were no outstanding revolving credit borrowings. At June
30, 2004 there were outstanding standby letters of credit of $4.9 million.

Effective  November  24,  2003,  we  entered  into a two-year  revolving  credit
agreement with Fleet National Bank and Union Bank of California. Effective March
26,  2004,  we  signed an  amendment  to the  revolving  credit  agreement.  The
amendment  modified  certain  financial  covenants  to  accommodate  our current
restructuring  activities and business plans,  reduced the maximum commitment to
$17.5 million and provides  limited  ability to purchase  Anacomp Class B Common
Stock. The amended credit agreement  ("amended credit facility")  provides for a
standby  letter of  credit  sublimit  of up to $10.0  million.  Availability  is
limited to the lesser of (a) the maximum  commitment of $17.5 million or (b) the
borrowing base.

The amended credit facility 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 the borrowing base. The
borrowing base equals 80% of eligible accounts,  which include U.S. and Canadian
accounts receivable.

The borrowing base for the amended credit  facility was $10.7 million as of June
30, 2004, with borrowing base availability of $5.8 million.

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

           o additional debt;
           o permitted acquisitions; and
           o liens and dividends.

The  amended  credit  facility  also is subject to a  leverage  ratio  covenant,
minimum liquidity and limits on annual capital expenditures. In addition, we are
required to remit to the Bank Group the net proceeds of any significant  capital
asset sale. The banks must approve any buyback of our common stock.

During the past year, our significant  paydown of the outstanding balance on our
revolving  credit  facility,  through both  payments of cash  generated  through
operations  and  from  proceeds   received  on  the  sale  of  our   Switzerland
subsidiaries,  as well as the  reclassification  of our amended credit  facility
from  current to  long-term  has  substantially  improved  our  working  capital
position. Working capital was $7.7 million at June 30, 2004.

Our cash  balance  totaled  $16.5  million at June 30,  2004  compared  to $18.4
million at  September  30,  2003.  Approximately  49% of the June 30,  2004 cash
balance is located at our foreign subsidiaries  compared to approximately 65% at
September 30, 2003.

On July 30,  2004,  we signed a 5-year,  $50.0  million  senior  secured  credit
facility agreement with Wells Fargo Foothill, Inc. ("new credit facility").  The
larger new credit facility is comprised of a $25.0 million  revolver and a $25.0
million acquisition  facility.  The new credit facility will provide for working
capital  requirements and will fund acquisitions and stock buybacks.  Subject to
certain  conditions,  up to $15.0 million of our shares can be repurchased under
the  new  credit  facility.   From  time  to  time  management  considers  asset
acquisitions, dispositions and stock buybacks on an opportunistic basis.

The Anacomp  Board of Directors has  authorized  the Company to repurchase up to
$15.0 million of the  Company's  Class A common stock in open market and private
transactions,  subject to the  Company's  assessment  of market  conditions  and
buying  opportunities.  The repurchase  program is effective  August 5, 2004 and
terminates December 31, 2005.

Off-balance   Sheet   Arrangements,   Contractual   Obligations  and  Commercial
Commitments

We  provide  indemnification  of  varying  scope and size to  certain  customers
against  claims of  intellectual  property  infringement  made by third  parties
arising from the use of our products and services.  We evaluate estimated losses
for such  indemnifications  under SFAS No. 5, "Accounting for Contingencies," as
interpreted  by FIN 45. We consider such factors as the degree of probability of
an  unfavorable  outcome  and the ability to make a  reasonable  estimate of the
amount of loss when evaluating our indemnification  obligations.  To date, aside
from a patent  infringement case settled in fiscal 2001, we have not encountered
material  costs as a  result  of such  obligations  and  have  not  accrued  any
liabilities related to such indemnifications in our financial statements.

In the normal course of business,  we occasionally  enter into arrangements with
customers, suppliers or other parties that may result in material obligations or
commitments from a cash flow standpoint.  The following table shows our material
contractual obligations and commercial commitments at June 30, 2004:
<TABLE>
<CAPTION>


(in thousands)                                                   Amounts Due Within:
                                                                 ___________________

Description                         Total         1 year       2-3 years     4-5 years      6+ years
____________                        ______        _______      _________     _________      ________
<S>                                 <C>           <C>          <C>            <C>           <C>
Standby letters of credit            4,851            ---         4,851           ---            ---

Non-cancelable leases               47,799          9,610        15,623        12,030         10,536

Royalty payments (1)                   750            750           ---           ---            ---
                                       ___            ___           ___           ___            ___

Total                              $53,400       $ 10,360      $ 20,474       $12,030       $ 10,536
                                   =======       ========      ========       =======       ========
</TABLE>

___________________________

(1)  This item is included with other accrued  liabilities  in our June 30, 2004
     balance sheet.


RISK FACTORS

You should  carefully  consider the following  risk factors and all of the other
information  included  in this  Form 10-Q 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.

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  changing  rapidly.  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 COM system) and the utilization of
micrographics   service   centers  while   evaluating  the  abilities  of  other
technologies.  In addition,  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 23% in 2003 from fiscal year 2002 revenues. Overall, COM
revenues  represented  60% of our  revenues  for the  twelve-month  period ended
September  30,  2003,  66% of our  fiscal  2002  revenues,  71% of  fiscal  2001
revenues,  77% of fiscal 2000 revenues,  83% of fiscal 1999 revenues, and 91% of
fiscal 1998 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.

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 was 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  planned  revenues and maintain  reasonable
cost and expense levels.  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
credit facility could become immediately due and payable on demand.  Even though
we generated  operating  income from continuing  operations  before taxes in the
years  ended  September  30,  2003 and 2002,  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 loss or theft of customer  data could cause us to be liable for  significant
damages or cause harm to our reputation.

The laws  concerning the privacy of consumer data have changed and companies are
being held more accountable for any loss,  theft or misuse of such  information.
Although our data centers, and the carriers that we use to ship data, have taken
many security measures,  it is possible that customer data could be stolen, lost
or misused.  Additionally,  we use  electronic  transmission  lines and computer
systems which could be hacked into by third  parties.  Any failure by Anacomp or
its  carriers to protect data could cause us to be liable to our  customers  for
significant   losses  and  could   significantly  harm  our  reputation  in  the
marketplace.

The development of alternative  technologies in the document management industry
is decreasing the need for our CD Services.

The document  management  industry is  continuing to change.  The  technological
advances  and price  declines in digital  systems and  products  are expected to
continue.  As a result,  some of our CD services customers are choosing in-house
digital  solutions  and products or other  service  providers  instead of our CD
service  offerings.  We  believe  that this is part of the reason for the recent
declines in our CD service  revenues.  Revenues from our CD services declined 6%
in fiscal  2002 and 20% in fiscal  2003  compared  to the  prior  fiscal  years.
Revenues for CD services have been adversely affected for the last two years and
will likely in the future be  substantially  adversely  affected by, among other
things,  the increasing  use of other digital  technologies.  Additionally,  the
rapidly changing document  management industry has resulted in price competition
in the CD services  business.  We expect that our revenues for CD services  will
continue to decline because of the  availability of other  technologies  and the
effect of price  competition.  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.

Restructuring  of our operations  could result in a loss of customers and impact
operating results.

We have implemented a plan to reduce costs in order to remain competitive within
our industry. This cost reduction plan involves, among other things, significant
headcount reductions,  the exit of certain non-strategic facility locations, and
transfer customer work to new data centers. If we fail to successfully implement
our cost restructuring  plan,  including the transfer and retention of customers
to other data centers,  the timely sublease or buyout of vacant facilities,  and
fail to achieve our other  long-term  cost  reduction  goals,  we may not reduce
costs  quickly  enough to  become  competitive  within  our  industry,  may lose
valuable institutional knowledge, bear the risk of additional costs and expenses
and incur a loss of customers,  a  diminishment  in our  operational  functions,
which  could  result  in  negative  consequences  to our  customer  service  and
operating results.

If we are unable to decrease our costs to match the decline in our revenues,  we
may not be able to achieve or 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
23% in fiscal 2003 from fiscal year 2002  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 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.

A significant  portion of our docHarbor Web Presentment product line revenues is
derived from a limited  number of customers.  This trend will continue  until we
can  diversify  our  customer  base to  reduce  our  reliance  on these  largest
customers.

Revenues from our docHarbor  Web  Presentment  product line have grown by 20% or
more each year for the last four  years.  In  general  these  limited  number of
customers have increased their usage of docHarbor Web Presentment services.  The
loss,  however,  of any  individual  customer  could cause the rate of growth of
docHarbor Web  Presentment  revenues to decrease  significantly  from historical
trends and could cause a decline in revenues from this product line.

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.

Any failure by us to manage  acquisitions,  divestitures  and other  significant
transactions  successfully  could  harm  our  financial  results,  business  and
prospects.

As part of our business strategy, we frequently engage in discussions with third
parties regarding,  possible acquisitions,  strategic alliances, joint ventures,
divestitures  and  outsourcing  transactions  in order to further  our  business
objectives.  In order to pursue this  strategy  successfully,  we must  identify
suitable  candidates for these transactions,  complete these  transactions,  and
manage  post-closing  issues such as the  integration  of acquired  companies or
employees.  Integration and other risks of  acquisitions,  strategic  alliances,
joint ventures and outsourcing  deals can be more pronounced for larger and more
complicated   transactions,    or   if   multiple   transactions   are   pursued
simultaneously.  However,  if we  fail to  identify  and  successfully  complete
transactions that further our strategic objectives, we may be required to expend
our resources to develop products, services and technology internally, which may
place us at a competitive disadvantage in relation to our peers.

Managing acquisitions, joint ventures, divestitures and outsourcing transactions
requires varying levels of management resources,  which may divert our attention
from other business  operations.  These  transactions  may result in significant
costs,  expenses and charges to earnings,  including  those related to severance
pay,  employee  benefit  costs,  asset  impairment  charges,  charges  from  the
elimination of duplicative  facilities  and  contracts,  inventory  adjustments,
legal,  accounting and financial  advisory fees, and, as a result, can adversely
affect our business.

If we are unable to update our information technology systems we may not be able
to adequately support our business operations.

Although we believe that our information  technology  systems  provide  adequate
support to our current business,  we believe that we, like many companies,  must
continue  to improve the  software  and  hardware  technology  that  support our
business operations. The emergence of new technology industry standards or legal
requirements   may  render  our   current   equipment   and   computer   systems
infrastructure  obsolete in the future.  We are in the process of evaluating our
technology  needs.  The  acquisition  and  implementation  of new  technologies,
software and equipment may require  significant  expense or capital  investment,
which could reduce our operating margins and our operating results.  Our failure
to anticipate  and implement  these changes could have an adverse  effect on our
business.

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 31% of our
total revenues for the fiscal year ended September 30, 2003 and 28% of our total
revenues in fiscal 2002. 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.

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.  Our current
credit  facility  includes  covenant  restrictions  concerning a leverage ratio,
liquidity, and capital expenditures.

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

Our COM business continues to decline;  however,  the rate at which this decline
will impact our  operations  is  difficult  to predict.  Additionally,  while we
attempt  to base  our  operating  expenses  on  anticipated  revenue  levels,  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
affect our financial results and cause the price of our Common Stock to decline.

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 services 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  ensure  that we will be able to  continue to develop
innovations  in our  software to stay  abreast of client  needs.  We also cannot
ensure 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
sustained  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.  The success of our 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 412 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 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 docHarbor  Web  Presentment  product lines will
continue to grow. 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,  be able to consummate acquisitions
on terms acceptable to us, if at all or to integrate any  acquisitions  into our
other  operations.  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  15% of our total revenues
for fiscal 2003. The primary products in the 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.

We  maintain  a  deferred   tax  asset  for  tax  goodwill  in  excess  of  book
reorganization  asset, certain temporary  differences,  net operating losses and
other tax basis carryforwards. We have also established a valuation allowance 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 Section  382 of the  Internal
Revenue  Code),  our net deferred  tax asset may have  limited  value and may be
unavailable for us to utilize for our benefit in future periods.

<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Revenues  generated  outside  of the United  States,  as a  percentage  of total
revenues,  were 35% and 31% for the  nine-month  periods ended June 30, 2004 and
2003,  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 over 13%  compared  to the U.S.
dollar during the nine months ended June 30, 2004. Exchange rate changes of this
magnitude  can  have a  material  effect  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.

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 conducted an evaluation of our disclosure  controls and  procedures,  as
     such term is defined under Rule 13a-15(e)  promulgated under the Securities
     Exchange  Act of 1934,  as  amended  (the  "Exchange  Act").  Based on this
     evaluation,  our principal  executive  officer and our principal  financial
     officer  concluded  that  our  disclosure   controls  and  procedures  were
     effective as of the end of the period covered by this quarterly report.

(b)  There  was no change  in our  internal  control  over  financial  reporting
     identified in connection with the evaluation  conducted in subparagraph (a)
     above that occurred during our fiscal quarter ended June 30, 2004 and which
     has materially affected,  or is reasonably likely to materially affect, our
     internal control over financial reporting.  Since there were no significant
     deficiencies or material  weaknesses in our internal control over financial
     reporting, no corrective actions were taken.



<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 2.  Changes in Securities and Use of Proceeds

There were no  repurchases  of Common Stock made by the Company during the three
months ended June 30, 2004.

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 to Exhibits below.

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

     (1)  On May 20, 2004,  we filed a Form 8-K with respect to a press  release
          dated May 18,  2004  regarding  results of  operations  for the second
          quarter of fiscal 2004.
     (2)  On May 20, 2004,  we filed a Form 8-K with respect to a press  release
          dated May 19, 2004  regarding an amendment to our  shareholder  rights
          plan to  accelerate  the  expiration  date of such plan to August  31,
          2004.
     (3)  On August 6,  2004,  we filed a Form 8-K with  respect  to (i) a press
          release  dated  August 5, 2004  announcing  financial  results for the
          quarter ended June 30, 2004,  (ii) a new $50 million  credit  facility
          with Wells Fargo  Foothill,  and (iii) plans to  repurchase  up to $15
          million in stock.




<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: August 11, 2004



<PAGE>

<TABLE>
<CAPTION>

                                INDEX TO EXHIBITS

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

---------- ----------------------------------------------------------------------------------------------------
<S>        <C>
2.1        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 January 13, 2004. (16)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
4.1        Shareholders Rights Plan. (4)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
4.2        Amendments to the Shareholders Rights Plan. (5)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
4.3        Warrant Agreement by and between the Company and Mellon Investor Services LLC dated December 31,
           2002. (2)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
4.4        Amendment No. 1 to Rights Agreement dated August 10, 2004.*
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.1       Retirement/Part-Time Employment Agreement dated October 27, 1999, between the Company and William
           C. Ater. (6)(8)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.2       Employment Agreement, effective August 21, 2000, between the Company and Jeffrey R. Cramer. (7) (8)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.3       Revolving Credit Agreement, dated as of June 15, 1998, among Anacomp, Inc., the various lending
           institutions named therein and BankBoston, N.A. as agent. (9)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.4       Forbearance and Standstill Agreement, dated as of November 15, 2000, among Anacomp, Inc., the
           various banks named therein, and Fleet National Bank as agent for the banks. (6)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.5       Amendment to the Forbearance and Standstill Agreement, dated as of December 15, 2000, between
           Anacomp, Inc. and Fleet National Bank. (6)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.6       Amended and Restated Master Supply Agreement, dated October 8, 1993, by and among the Company, SKC
           America, Inc. and SKC Limited. (10)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.7       First Cumulative Amendment to the Amended and Restated Master Supply Agreement, dated May 17,
           1996, by and among the Company, SKC America, Inc. and SKC Limited. (11)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.8       Second Amended and Restated Master Supply Agreement, dated as of July 1, 1997, by and among the
           Company, SKC America, Inc. and SKC Limited. (12)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.9       Second Amendment to Amended and Restated Revolving Credit Agreement and Restructure of Obligations
           dated as of December 19, 2002, by and among the Company, the various banks named therein, and
           Fleet National Bank as agent for the banks. (5)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.10      Lease Agreement by and between the Company and Kilroy Realty, LP., a Delaware limited partnership
           dated June 14, 2002. (13)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.11      Consulting Agreement by and between the Company and Steven G. Singer dated May 7, 2002. (13)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.12      Employment Agreement and Amended Employment Agreement between the Company and Edward P. Smoot
           dated November 12, 2002 and April 28, 2003, respectively.
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.13      Revolving Credit Agreement, dated as of November 21, 2003, by and among, Anacomp, Inc., Fleet
           National Bank and Union Bank of California. (14)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.14      First Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of March 26,
           2004, by and among, Anacomp, Inc., Fleet National Bank and Union Bank of California.*
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
31.1       Rule 13a - 14(a)/15(d) - 14(a) Certification of Chief Executive Officer.*
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
31.2       Rule 13a - 14(a)/15(d) - 14(a) Certification of Chief Financial Officer.*
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
32.1       Section 1350 Certification of Chief Executive Officer.*
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
32.2       Section 1350 Certification of Chief Financial Officer.*
---------- ----------------------------------------------------------------------------------------------------
</TABLE>

__________________________

*    Filed herewith.

(1)  Incorporated  by reference  to the  Company's  Current  Reports on Form 8-K
     (File No. 1-08328) filed on September 20, 2001 and October 29, 2001.
(2)  Incorporated by reference to the exhibits to the Registration  Statement on
     Form 8-A (File No. 1-08328) filed by the Company on January 9, 2002.
(3)  Incorporated by reference to the Company's  Quarterly Report on Form 10-Q/A
     (File No. 1-08328) for the quarterly period ended June 30, 2002.
(4)  Incorporated by reference to an exhibit to the Company's  Current Report on
     Form 8-K (File No. 1-08328) filed on September 21, 2002.
(5)  Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 2002.
(6)  Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 2000.
(7)  Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 2001.
(8)  Management contract or compensation plan.
(9)  Incorporated by reference to the Company's Current Report on Form 8-K (File
     No. 1-08328) filed with the SEC on June 24, 1998 (File No. 1-08328).
(10) Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 1993.
(11) Incorporated by reference to the Company's Pre-Effective Amendment No. 1 to
     the  Registration  Statement on Form S-1 (File No. 333-9395) filed with the
     SEC on September 19, 1996.
(12) Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 1999.
(13) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     (File No. 1-08328) for the quarterly period ended June 30, 2002.
(14) Incorporated by reference to the Company's Current Report on Form 8-K (File
     No. 1-08328) filed on November 25, 2003.
(15) Incorporated by reference to an exhibit to the Company's  Current Report on
     Form 8-K (File No. 1-08328) filed with the SEC on May 29, 2002.
(16) Incorporated  by  reference  to Exhibit  3.2.1 to the  Company's  Quarterly
     Report on Form 10-Q (File No.  1-08328)  filed with the SEC on February 17,
     2004.
(17) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     (File No. 1-08328) for the quarterly period ended March 31, 2004.