UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q


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

                  For the quarterly period ended June 30, 1997

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _______ to _______


                          Commission File Number 1-8328


                                  ANACOMP, INC.

                               Indiana 35-1144230
                           11550 North Meridian Street
                              Post Office Box 40888
                           Indianapolis, Indiana 46240

                 Registrant's Telephone Number is (317) 844-9666


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 has filed all 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

The number of shares  outstanding  of the Common Stock of the registrant on June
30, 1997, the close of the period covered by this report, was 13,702,464.


<PAGE>






                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX



PART I. FINANCIAL INFORMATION                                          PAGE NO.

Item 1. Financial Statements:

        Condensed Consolidated Balance Sheets
        June 30, 1997 and September 30, 1996...............................  3

        Condensed Consolidated Statements of Operations
        Three and Nine Months Ended June 30, 1997,
        One Month Ended June 30, 1996 and Two and Eight Months Ended May 31,
        1996...............................................................  4

        Condensed Consolidated Statements of Cash Flows
        Nine Months Ended June 30, 1997, One Month Ended June 30, 1996 and    
        Eight Months Ended May 31, 1996....................................  6

        Condensed Consolidated Statements of Stockholders' Equity
        Nine Months Ended June 30, 1997, One Month Ended June 30, 1996 and    
        Eight Months Ended May 31, 1996....................................  8

        Notes to Condensed Consolidated Financial Statements...............  9

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


PART II. OTHER INFORMATION

Item 2.  Changes in Securities............................................. 21

Item 6.  Exhibits and Reports on Form 8-K.................................. 21

SIGNATURES................................................................. 22







<PAGE>


PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
Anacomp, Inc. And Subsidiaries
<TABLE>
<CAPTION>
                                                                              June 30,    September 30,
(Dollars in thousands, except per share amounts)                               1997             1996                        
 --------------------------------------------------------------------- ------------------ -----------------
ASSETS                                                                    (unaudited)
Current assets:
<S>                                                                         <C>               <C>      
    Cash and cash equivalents....................................           $  40,340         $  38,198
    Restricted cash..............................................               9,666             9,597
    Accounts and notes receivable, less allowances for doubtful
      accounts of $6,364 and $6,768, respectively................              60,079            58,806
    Current portion of long-term receivables.....................               3,559             4,690
    Inventories..................................................              27,106            31,856
    Prepaid expenses and other...................................               6,887             4,383
                                                                        ------------------ -----------------
Total current assets.............................................             147,637           147,530

Property and equipment, at cost less accumulated
  depreciation and amortization..................................              28,382            27,102
Long-term receivables, net of current portion....................               7,019            10,632
Excess of purchase price over net assets of businesses
  acquired and other intangibles, net............................              15,581             2,285
Reorganization value in excess of identifiable assets............             182,154           240,344
Other assets.....................................................              15,634             7,528
                                                                        ================== =================
                                                                             $396,407          $435,421
                                                                        ================== =================

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
    Current portion of long-term debt............................           $   6,365         $  31,848
    Accounts payable.............................................              38,353            48,090
    Accrued compensation, benefits and withholdings..............              14,189            13,728
    Accrued income taxes.........................................               9,972            11,930
    Accrued interest.............................................              10,263            10,586
    Other accrued liabilities....................................              36,593            36,814
                                                                        ------------------ -----------------
Total current liabilities........................................             115,735           152,996
                                                                        ------------------ -----------------

Noncurrent liabilities:
    Long-term debt, net of current portion.......................             248,554           217,044
    Other noncurrent liabilities.................................               4,250             6,812
                                                                        ------------------ -----------------
Total noncurrent liabilities.....................................             252,804           223,856
                                                                        ------------------ -----------------

Stockholders' equity:
    Preferred stock, 1,000,000 shares authorized, none issued....                  --                --
    Common stock, $.01 par value; 20,000,000 shares authorized;
        13,702,464 and 10,099,050 issued respectively............                 137               101
    Capital in excess of par value...............................             104,559            80,318
    Cumulative translation adjustment from May 31, 1996..........                (823)              159
    Accumulated deficit from May 31, 1996........................             (76,005)          (22,009)
                                                                        ------------------ -----------------
Total stockholders' equity.......................................              27,868            58,569
                                                                        ================== =================
                                                                             $396,407          $435,421
                                                                        ================== =================

            See notes to condensed consolidated financial statements
</TABLE>
<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Anacomp, Inc. And Subsidiaries
<TABLE>
<CAPTION>
                                                                                                             Predecessor
                                                                                 Reorganized Company             Company
                                                                       ------------------------------------ ----------------
                                                                        Three Months         One Month        Two Months
                                                                             Ended             Ended              Ended
                                                                           June 30,          June 30,            May 31,
(Amounts in thousands, except per share amounts)                              1997              1996              1996
---------------------------------------------------------------------- ----------------- ------------------ ----------------
Revenues:
<S>                                                                        <C>               <C>               <C>      
   Services provided.............................................          $  46,690         $  14,351         $  31,012
   Equipment and supply sales....................................             67,351            22,435            47,410
                                                                       ----------------- ------------------ ----------------
                                                                             114,041            36,786            78,422
                                                                       ----------------- ------------------ ----------------
Operating costs and expenses:
    Costs of services provided...................................             24,400             7,757            17,890
    Costs of equipment and supplies sold.........................             51,859            17,134            36,629
    Selling, general and administrative expenses.................             22,630             5,702            15,780
    Amortization of reorganization asset.........................             18,973             6,416                --
                                                                       -----------------
                                                                                         ------------------ ----------------
                                                                             117,862            37,009            70,299
                                                                       -----------------
                                                                                         ------------------ ----------------
Income (loss) from operations before interest, other income,
  reorganization items, income taxes and extraordinary items.....             (3,821)             (223)            8,123
                                                                       ----------------- ------------------ ----------------

Interest income..................................................              1,058                57               644
Interest expense and fee amortization............................             (8,436)           (2,920)           (2,975)
Reorganization items.............................................                 --                --           116,090
Other income (loss)..............................................               (357)               14               324
                                                                                         ------------------ ----------------
                                                                       -----------------
                                                                              (7,735)           (2,849)          114,083
                                                                       ----------------- ------------------ ----------------

Income (loss) before income taxes and extraordinary items........            (11,556)           (3,072)          122,206
Provision for income taxes.......................................              3,300             1,300                --
                                                                       ----------------- ------------------ ----------------
Net income (loss) before extraordinary items.....................            (14,856)           (4,372)          122,206
Extraordinary Items:
  Extraordinary gain on discharge of indebtedness, net of taxes..                 --                --            52,442
  Extraordinary loss on extinguishment of debt, additional tax
    benefit recognized (Note 4) .................................                875                --                --
                                                                       ----------------- ------------------ ----------------
                                                                       ================= ------------------ ================
Net income (loss) available to common stockholders...............          $ (13,981)         $ (4,372)        $ 174,648
                                                                       ================= ------------------ ================

Weighted average common shares outstanding.......................             13,701            10,000
                                                                       ================= ------------------

Earnings (loss) per common and common equivalent share:
Net income (loss) available to common stockholders before
  extraordinary items............................................                $(1.08)            $(.44)
Extraordinary loss on extinguishment of debt (additional tax benefit)
                                                                                    .06             --
                                                                       ----------------- ------------------
Net income (loss) available to common stockholders...............                $(1.02)            $(.44)
                                                                       ================= ------------------



            See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Anacomp, Inc. And Subsidiaries
<TABLE>
<CAPTION>
                                                                                                              Predecessor
                                                                                   Reorganized Company            Company
                                                                        ------------------------------------ -----------------
                                                                          Nine Months         One Month      Eight Months
                                                                              Ended             Ended             Ended
                                                                            June 30,          June 30,            May 31,
(Amounts in thousands, except per share amounts)                               1997              1996              1996
----------------------------------------------------------------------- ----------------- ------------------ -----------------
Revenues:
<S>                                                                         <C>               <C>               <C>      
   Services provided.............................................           $ 139,435         $  14,351         $ 130,202
   Equipment and supply sales....................................             205,579            22,435           204,396
                                                                        ----------------- ------------------ -----------------
                                                                              345,014            36,786           334,598
                                                                        ----------------- ------------------ -----------------
Operating costs and expenses:
    Costs of services provided...................................              73,345             7,757            72,641
    Costs of equipment and supplies sold.........................             153,672            17,134           156,526
    Selling, general and administrative expenses.................              66,051             5,702            63,826
    Amortization of reorganization asset.........................              56,937             6,416                --
                                                                        -----------------
                                                                                          ------------------ -----------------
                                                                              350,005            37,009           292,993
                                                                        -----------------
                                                                                          ------------------ -----------------
Income (loss) from operations before interest, other income,
  reorganization items, income taxes and extraordinary items.....              (4,991)             (223)           41,605
                                                                        ----------------- ------------------ -----------------

Interest income..................................................               3,181                57             1,576
Interest expense and fee amortization............................             (27,974)           (2,920)          (26,760)
Reorganization items.............................................                  --                --            92,839
Other income (loss)..............................................              (1,152)               14             6,968
                                                                                          ------------------ -----------------
                                                                        -----------------
                                                                              (25,945)           (2,849)           74,623
                                                                        ----------------- ------------------ -----------------

Income (loss) before income taxes and extraordinary items........             (30,936)           (3,072)          116,228
Provision for income taxes.......................................              11,400             1,300             3,700
                                                                        ----------------- ------------------ -----------------
Net income (loss) before extraordinary items.....................             (42,336)           (4,372)          112,528
Extraordinary Items:
  Extraordinary gain on discharge of indebtedness, net of taxes..                  --                --            52,442
  Extraordinary loss on extinguishment of debt, net of
    income           tax benefit of $5,200.......................             (11,661)               --                --
                                                                        ----------------- ------------------ -----------------
Net income (loss)................................................             (53,997)           (4,372)          164,970
Preferred stock dividends and discount accretion.................                  --                --               540
Net income (loss) available to common stockholders...............           $ (53,997)         $ (4,372)        $ 164,430
                                                                        ================= ------------------ =================

Weighted average common shares outstanding.......................              13,323            10,000
                                                                        ================= ------------------

Earnings (loss) per common and common equivalent share:
Net income (loss) available to common stockholders before
  extraordinary items............................................                 $(3.18)            $(.44)
Extraordinary loss on extinguishment of debt (net of tax benefit)                   (.87)            --
                                                                        ================= ------------------
Net income (loss) available to common stockholders...............                 $(4.05)            $(.44)
                                                                        =================
                                                                                          ==================



            See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Anacomp, Inc. And Subsidiaries
<TABLE>
<CAPTION>
                                                                                                                 Predecessor
                                                                                 Reorganized Company               Company
                                                                        ------------------------------------ -----------------
                                                                          Nine Months          One Month        Eight Months
                                                                              Ended              Ended              Ended
                                                                            June 30,           June 30,            May 31,
(Dollars in thousands)                                                         1997               1996              1996
----------------------------------------------------------------------- ------------------ ----------------- -----------------
Cash flows from operating activities:
<S>                                                                          <C>                <C>             <C>      
  Net  income (loss).............................................            $(53,997)          $ (4,372)       $ 164,970
  Adjustments to reconcile net loss to net cash provided by operating
        activities:
      Depreciation and amortization..............................              68,605              7,471           18,788
      Extraordinary gain on discharge of indebtedness............                  --                 --          (52,442)
      Extraordinary loss on extinguishment of debt...............              11,661                 --               --
      Non-cash compensation......................................                 761                 --               --
      Non-cash charge in lieu of taxes...........................               6,453                 --               --
      Non-cash reorganization items..............................                  --                 --         (107,352)
      Gain on sale of ICS Division...............................                  --                 --           (6,202)
      Other non-cash items.......................................                 310                649              997

  Restricted cash requirements...................................                 (69)              (253)          (6,842)

  Changes in assets and liabilities, net of acquisitions:
      Decrease in accounts and long-term receivables.............               5,152              3,175           24,734
      Decrease in inventories and prepaid expenses...............               5,614              2,433           11,174
      Decrease (increase) in other assets........................              (1,233)               (36)           1,094
      Decrease in accounts payable and accrued expenses..........              (5,235)           (15,725)          (5,077)
      Decrease in other noncurrent liabilities...................              (2,516)              (172)          (5,899)
                                                                        ------------------ ----------------- -----------------
         Net cash provided by (used in) operating activities.....              35,506             (6,830)          37,943
                                                                        ------------------ ----------------- -----------------

Cash flows from investing activities:
  Proceeds from sale of ICS Division.............................                  --                 --           13,554
  Purchases of property, plant and equipment.....................              (8,131)              (519)          (3,599)
  Payments to acquire companies and customer rights..............             (17,453)                --               --
                                                                        ------------------ ----------------- -----------------
         Net cash provided by (used in) investing activities                  (25,584)              (519)           9,955
                                                                        ------------------ ----------------- -----------------

Cash flows from financing activities:
  Proceeds from exercise of common stock rights..................              24,271                 --               --
  Proceeds from exercise of stock options........................                   6                 --               --
  Proceeds from revolving line of credit and long-term borrowings             251,414                 --            2,656
  Principal payments on long-term debt...........................            (271,274)            (8,302)         (15,332)
  Payments related to the issuance and extinguishment of debt....             (12,259)                --               --
                                                                        ------------------ ----------------- -----------------
         Net cash used in financing activities...................              (7,842)            (8,302)         (12,676)
                                                                        ------------------ ----------------- -----------------

Effect of exchange rates on cash.................................                  62                 50              691
                                                                        ------------------ ----------------- -----------------
Increase (decrease) in cash and cash equivalents.................               2,142            (15,601)          35,913

Cash and cash equivalents at beginning of period.................              38,198             55,328           19,415
                                                                        ================== ----------------- =================
Cash and cash equivalents at the end of the period...............           $  40,340           $ 39,727         $ 55,328
                                                                        ================== ----------------- =================

            See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Anacomp, Inc. and Subsidiaries

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>

                                                                                                            Predecessor
                                                                                  Reorganized Company             Company
                                                                        ------------------------------------ -----------------
                                                                          Nine Months          One Month     Eight Months
                                                                              Ended              Ended            Ended
                                                                            June 30,           June 30,          May 31,
(Dollars in thousands)                                                         1997               1996             1996
----------------------------------------------------------------------- ------------------ ----------------- -----------------
Cash paid during the period for:
<S>                                                                           <C>               <C>              <C>     
  Interest.......................................................             $ 8,568           $    699         $ 11,613
  Income taxes...................................................             $ 5,078          $      42        $   1,606

</TABLE>


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
 AND FINANCING ACTIVITIES:
<TABLE>
<CAPTION>
                                                                                                             Predecessor
                                                                                   Reorganized Company            Company
                                                                        ------------------------------------ -----------------
                                                                             Nine Months        One Month      Eight Months
                                                                                Ended              Ended            Ended
                                                                             June 30,           June 30,           May 31,
(Dollars in thousands)                                                          1997               1996              1996
----------------------------------------------------------------------- ------------------ ----------------- -----------------
<S>                                                                          <C>               <C>             <C>       
Assets acquired by assuming liabilities..........................            $  1,553          $      --       $       --
Interest on subordinated notes satisfied with additional notes...             $11,960          $      --       $       --



           See notes to condensed consolidated financial statements

</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF  STOCKHOLDERS' EQUITY (Unaudited)
Anacomp, Inc. and Subsidiaries
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30, 1997 - REORGANIZED COMPANY

                                                                Capital in    Cumulative
                                                   Common        excess of    Translation     Accumulated
(Dollars in thousands)                              Stock        par value    Adjustment         Deficit           Total
---------------------------------------------- --------------- -------------- --------------- --------------- -------------

<S>                                                  <C>          <C>              <C>          <C>              <C>    
BALANCE AT SEPTEMBER 30, 1996                        $101         $ 80,318         $ 159        $(22,009)        $58,569
Common stock issued for exercise of rights             36           24,235            --              --          24,271
Exercise of stock options..................            --                6            --              --               6
Translation adjustments for period.........            --               --          (982)             --            (982)
Other......................................            --               --            --               1               1
Net loss for the period....................            --               --            --         (53,997)        (53,997)
                                               =============== ============== =============== =============== =============
BALANCE AT JUNE 30, 1997                             $137         $104,559         $(823)       $(76,005)        $27,868
                                               =============== ============== =============== =============== =============
</TABLE>

ONE MONTH ENDED JUNE 30, 1996 - REORGANIZED COMPANY
<TABLE>
<CAPTION>

                                                                Capital in    Cumulative
                                                   Common        excess of    Translation     Accumulated
(Dollars in thousands)                              Stock        par value    Adjustment         Deficit           Total
---------------------------------------------- --------------- -------------- --------------- --------------- -------------

<S>                                                  <C>           <C>            <C>         <C>                <C>    
BALANCE AT MAY 31, 1996                              $100          $79,666        $   --      $       --         $79,766
Translation adjustments for period.........            --               --           324              --             324
Net loss for the period....................            --               --            --          (4,372)         (4,372)
                                               =============== ============== =============== =============== =============
BALANCE AT JUNE 30, 1996                             $100          $79,666          $324         $(4,372)        $75,718
                                               =============== ============== =============== =============== =============
</TABLE>

EIGHT MONTHS ENDED MAY 31, 1996 - PREDECESSOR COMPANY
<TABLE>
<CAPTION>

                                                                Capital in    Cumulative
                                                   Common        excess of    Translation     Accumulated
(Dollars in thousands)                              Stock        par value    Adjustment         Deficit           Total
---------------------------------------------- --------------- -------------- --------------- --------------- -------------

<S>                                                  <C>          <C>             <C>          <C>             <C>       
BALANCE AT SEPTEMBER 30, 1995                        $462         $182,725        $1,329       $(372,759)      $(188,243)
Preferred stock conversion.................            11            7,893            --              --           7,904
Preferred stock dividends..................            --               --            --            (516)           (516)
Accretion of redeemable preferred stock
    discount...............................            --               --            --             (24)            (24)
Translation  adjustments for period........            --               --        (1,560)             --          (1,560)
NBS stock issuance.........................            11              (11)           --              --              --
Reorganization.............................          (484)        (190,607)          231         208,329          17,469
New stock issuance.........................           100           79,666            --              --          79,766
Net income for the period..................            --               --            --         164,970         164,970
                                               =============== ============== =============== =============== =============
BALANCE AT MAY 31, 1996                              $100          $79,666       $    --      $         --     $  79,766
                                               =============== ============== =============== =============== =============



            See notes to condensed consolidated financial statements

</TABLE>
<PAGE>



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Anacomp, Inc. and Subsidiaries


NOTE 1.  GENERAL:

         The Condensed  Consolidated  Financial  Statements included herein have
         been prepared by Anacomp,  Inc.  ("Anacomp" or the  "Company")  and its
         wholly-owned  subsidiaries  without  audit,  pursuant  to the rules and
         regulations  of  the  Securities  and  Exchange   Commission.   Certain
         information  and footnote  disclosures  normally  included in financial
         statements  prepared in accordance with generally  accepted  accounting
         principles  have been  condensed or omitted  pursuant to such rules and
         regulations;  however,  the Company  believes that the  disclosures are
         adequate  to  make  the  information  presented  not  misleading.   The
         Condensed  Consolidated  Financial Statements included herein should be
         read in conjunction with the financial statements and the notes thereto
         included in the Company's Report on Form 10-K for the fiscal year ended
         September 30, 1996.

         In the  opinion  of  management,  the  accompanying  interim  Condensed
         Consolidated  Financial  Statements  contain all  material  adjustments
         necessary  to present  fairly  the  consolidated  financial  condition,
         results  of   operations,   and  changes  in  financial   position  and
         stockholders'  equity of Anacomp and its  subsidiaries  for the interim
         periods  presented.  Certain amounts in the prior interim  consolidated
         financial  statements have been  reclassified to conform to the current
         period presentation.

         Due to the Company's  Reorganization  and implementation of Fresh Start
         Reporting,  The Condensed Consolidated Financial Statements for the new
         Reorganized  Company (period  starting May 31, 1996) are not comparable
         to those of the Predecessor  Company. For financial reporting purposes,
         the  effective  date  of  the  Reorganized   Company's  emergence  from
         bankruptcy is considered to be the close of business on May 31, 1996.

         A black line has been drawn on the accompanying  Condensed Consolidated
         Financial Statements to distinguish between the Reorganized Company and
         the Predecessor Company.




NOTE 2.  FRESH START REPORTING AND BANKRUPTCY REORGANIZATION:


         As of May 31,  1996,  the  Company  adopted  Fresh Start  Reporting  in
         accordance with the American Institute of Certified Public Accountant's
         Statement  of  Position  90-7  "Financial   Reporting  by  Entities  in
         Reorganization  under the  Bankruptcy  Code" ("SOP 90-7").  Fresh Start
         Reporting  resulted in material  changes to the Condensed  Consolidated
         Balance  Sheet,  including  valuation  of  assets,   intangible  assets
         (including goodwill) and liabilities at fair market value and valuation
         of equity based on the  appraised  reorganization  value of the ongoing
         business.











         As a result of the Bankruptcy  Reorganization,  the Predecessor Company
         recorded  an  extraordinary   gain  resulting  from  the  discharge  of
         indebtedness of $52.4 million calculated as follows:
<TABLE>
<CAPTION>

                                                                                       May 31, 1996
                                                                                  (Dollars in thousands)
                                                                                  ------------------------
<S>                                                                                      <C>     
           Historical carrying value of old debt securities ...............              $379,256
           Historical carrying value of related accrued interest...........                48,500
           Unamortized portion of old deferred financing costs.............                  (600)
           Market value of consideration exchanged for the old debt:
                   Plan securities (face value $279,692)...................              (265,948)
                   New common stock (10.0 million new shares issued).......               (79,766)
                                                                                  -----------------------
                                                                                           81,442
                      Tax provision........................................               (29,000)
                                                                                  -----------------------
                      Extraordinary gain ..................................              $ 52,442
                                                                                  =======================
</TABLE>

         In  accordance  with SOP  90-7,  expenses  of the  Predecessor  Company
         resulting from the Chapter 11 Reorganization are reported separately as
         reorganization  items in the  accompanying  Consolidated  Statements of
         Operations, and are summarized below:

<TABLE>
<CAPTION>
                                                                                       Two Months       Eight Months
                                                                                            Ended              Ended
           (Dollars in thousands)                                                     May 31, 1996      May 31, 1996
           ---------------------------------------------------------------------- ------------------ -----------------
<S>                                                                                <C>                      <C>      
           Write-off of deferred debt issue costs and discounts............        $           --           $(17,551)
           Adjustment of assets and liabilities to fair market value.......               124,903            124,903
           Legal and professional fees associated with bankruptcy..........                (9,008)           (14,944)
           Interest earned on accumulated cash.............................                   195                431
                                                                                  ------------------ -----------------
                                                                                         $116,090           $ 92,839
                                                                                  ================== =================

</TABLE>

         The following unaudited Pro Forma condensed  Financial  Information for
         the nine months ended June 30, 1996 has been prepared  giving effect to
         the sale of the Image  Conversion  Services  ("ICS")  Division  and the
         consummation of the Reorganization,  including  adjustments to interest
         expense and  intangible  asset  amortization.  The Condensed  Financial
         Information  was prepared as if the Pro Forma  adjustments had occurred
         on October 1, 1995. This  information does not purport to be indicative
         of the results which would have been obtained had such  transactions in
         fact been completed as of the date hereof and for the periods presented
         or that may be obtained in the future.

<TABLE>
<CAPTION>
                                                                                         Pro Forma
                                                                                     Nine Months Ended
           (Dollars in thousands)                                                      June 30, 1996
           ---------------------------------------------------------------------- -------------------------
<S>                                                                                       <C>     
           Total revenues..................................................               $369,881

           Operating costs and expenses....................................                373,568
                                                                                  -------------------------

           Loss before  interest,  other income,  reorganization  items,  income
           taxes and extraordinary credit..................................                 (3,687)

           Interest Expense and fee amortization...........................                (30,805)
           Other...........................................................                 (1,285)
                                                                                  -------------------------

                      Net loss available to common.........................               $(35,777)
                                                                                  =========================



</TABLE>

NOTE 3.  COMPONENTS OF CERTAIN BALANCE SHEET ACCOUNTS:

         Inventories

         Inventories  are  stated at the  lower of cost or  market,  cost  being
         determined by methods approximating the first-in, first-out basis.

         The cost of the inventories is distributed as follows:
<TABLE>
<CAPTION>

                                                                            June 30,        September 30,
           (Dollars in thousands)                                             1997               1996
           ----------------------------------------------------------- ------------------- -----------------

<S>                                                                          <C>                 <C>    
           Finished goods.......................................             $16,712             $22,557
           Work in process......................................               3,867               2,748
           Raw materials and supplies...........................               6,527               6,551
                                                                       =================== =================
                                                                             $27,106             $31,856
                                                                       =================== =================

</TABLE>


         Property and Equipment

         Property  and   equipment  are  carried  at  cost.   Depreciation   and
         amortization of property and equipment are generally provided under the
         straight-line  method for financial reporting purposes over the shorter
         of the  estimated  useful lives or the lease terms.  Tooling  costs are
         amortized over the total estimated  units of production,  not to exceed
         three years.  In accordance  with Fresh Start  Reporting,  property and
         equipment were reflected at fair market values as of May 31, 1996.


         Restricted Cash

         Restricted  cash  represents cash reserved as collateral for letters of
         credit issued by the Company or cash held in escrow primarily to secure
         certain   contingent   obligations  of  the  Company.   The  contingent
         obligations  are primarily  related to  environmental  liabilities  and
         certain insurance policies.


NOTE 4.  INCOME TAXES:

         Income tax expense is reported for the Predecessor Company based on the
         actual  effective  tax rate for the  eight-month  period  ended May 31,
         1996. For this period,  the U.S.  federal tax provision is zero because
         the Predecessor Company incurred a domestic loss for the period.


         Amortization of  "Reorganization  value in excess of identified assets"
         is not deductible for income tax purposes. Accordingly, the Reorganized
         Company incurs income tax expense even though it reports a pre-tax loss
         due to such amortization.

         For the nine months ended June 30, 1997, income tax expense is reported
         for the  Reorganized  Company based on an estimated  effective tax rate
         for fiscal 1997 of 43%. Also during the period, the Company recorded an
         extraordinary  loss on the  extinguishment of debt as discussed in Note
         9. Of the total income tax benefit of $5.2 million associated with this
         charge,  $4.3  million was reported in the three months ended March 31,
         1997 and the  remaining  $.9 million was  reported in the three  months
         ended June 30, 1997 as the income tax benefits became available.



         At June 30, 1997,  the  reorganized  Company had NOLs of  approximately
         $109 million available to offset future taxable income.  Usage of these
         NOLs by the  Reorganized  Company is  limited  to $4 million  annually.
         However,  the  Reorganized  Company may  authorize the use of other tax
         planning  techniques to utilize a portion of the remaining  NOLs before
         they  expire.  In any  event,  the  Reorganized  Company  expects  that
         substantial  amounts of the NOLs will expire unused.  NOLs available to
         offset income for fiscal 1997 are estimated to be $24 million.

NOTE 5.  EARNINGS (LOSS) PER SHARE:

         The  computation  of earnings  (loss) per common and common  equivalent
         share is based  upon the  weighted  average  number  of  common  shares
         outstanding  during the periods plus (in the periods in which they have
         a dilutive effect) the effect of common shares  contingently  issuable,
         primarily from stock options and exercise of warrants.

         Fully  diluted  earnings  (loss)  per  share  are the  same as  primary
earnings per share for the periods presented.

         The weighted average number of common shares outstanding and net income
         (loss) per common share for periods prior to May 31, 1996 have not been
         presented because, due to the restructuring and implementation of Fresh
         Start Reporting, they are not comparable to subsequent periods.


NOTE 6.  ACQUISITIONS:

          During the nine month period ended June 30, 1997, the Company acquired
          either  the  customer  bases  and  other  assets or the stock of eight
          businesses.  The aggregate  purchase prices consisted of $17.5 million
          cash at closing,  $1.6 million in assumed  liabilities  and contingent
          cash and/or  stock  payments of up to $9.9  million  based upon future
          operating results over the next two to five years.


NOTE 7.    RIGHTS OFFERING:

         On October 30,  1996,  the Company  completed a rights  offering to its
         existing  shareholders  that  resulted  in the  issuance of 3.6 million
         shares of common stock.  For each share of Anacomp common stock held as
         of the close of business on September 18, 1996, the Company distributed
         0.36  rights to  purchase  an  additional  share of  common  stock at a
         subscription  price of  $6.875  per  share.  The  Company  is using the
         proceeds of the rights  offering,  approximately  $24 million,  for the
         acquisition of businesses, assets and technologies.


NOTE 8.  DEBT:

         Senior Secured Credit Facility

         On February  28,  1997,  the Company and certain  foreign  subsidiaries
         entered into a Credit and Guarantee  Agreement (the "Credit  Facility")
         with  a   syndicate   of  banks   and  other   financial   institutions
         (collectively,  the "Senior Secured Lenders"),  Lehman Commerical Paper
         Inc., as arranger and syndication agent, and The First National Bank of
         Chicago   (in   its   individual   capacity,   "First   Chicago"),   as
         administrative  agent.  The Credit Facility  provides for a $55 million
         term loan facility ("the Term  Facility")  and a $25 million  revolving
         credit  facility (the "Revolving  Facility").  The proceeds of the Term
         Facility  and  available  cash were used to repay the  existing 11 5/8%
         Senior  Secured Notes due 1999 (the "Old Senior  Secured  Notes").  The
         balance of the Old Senior Secured Notes at February 28, 1997, was $83.6
         million, reflecting the prepayment of the March 31, 1997 installment of
         $14.3 million made on February 20, 1997.


         As of June  30,  1997,  $55  million  was  outstanding  under  the Term
         Facility, and no amounts were outstanding under the Revolving Facility.
         The entire  Revolving  Facility is available for loans  denominated  in
         U.S. dollars and certain foreign  currencies  ("Multicurrency  Loans"),
         and up to $10  million  of the  Revolving  Facility  is  available  for
         letters of credit. The Term Facility is repayable in thirteen quarterly
         installments  commencing March 31, 1998, with the final installment due
         on March 31, 2001.  The Revolving  Facility  terminates on February 28,
         2001.

         The  Company  may elect to have loans  under the Term  Facility  or the
         Revolving Facility bear interest at (a) the Alternate Base Rate plus 2%
         or (b) the Eurodollar Rate, or in the case of Multicurrency  Loans, the
         Eurocurrency  Rate, plus 3%.  Interest is payable  quarterly and at the
         end of the  Interest  Period (as defined in the Credit  Facility).  The
         "Alternate Base Rate" for any day means the higher of (i) the corporate
         base rate of interest  announced by First  Chicago and (ii) the federal
         funds rate  published  by the Federal  Reserve  Bank of New York on the
         next  business day plus 1/2%.  The  "Eurodollar  Rate" for any Interest
         Period  means (A) the  applicable  London  interbank  offered  rate for
         deposits in U.S.  dollars two  business  days prior to the first day of
         the  Interest  Period  divided  by  (B)  one  minus  the  "Eurocurrency
         Liabilities"  under  Regulation  D of the  Board  of  Governors  of the
         Federal Reserve System. The "Eurocurrency Rate" for any Interest Period
         means the rate at which First Chicago  offers to place  deposits in the
         applicable  foreign  currency  with  first-class  banks  in the  London
         interbank  market  two  business  days  prior to the  first  day of the
         Interest Period.

         The Term Facility and the Revolving  Facility are secured by all of the
         Company's  tangible  and  intangible  assets  (including   intellectual
         property,  real  property  and all of the capital  stock of each of the
         Company's  direct  or  indirect  domestic  subsidiaries  and 65% of the
         capital  stock  of  each  of  the  Company's  material  direct  foreign
         subsidiaries).  All of  the  Company's  obligations  under  the  Credit
         Facility are  unconditionally  guaranteed  by the  Company's  direct or
         indirect domestic subsidiaries. In addition to customary covenants, the
         Credit Facility requires that the Company:  (a) maintain certain ratios
         of  Consolidated  EBITDA (as defined in the Credit  Facility),  (b) not
         incur any indebtedness other than the 10 7/8% Senior Subordinated Notes
         due 2004 (the  "Notes"),  indebtedness  under the Credit  Facility  and
         certain other indebtedness,  (c) not permit any lien to exist on any of
         its  property,  assets or  revenues,  except  the liens in favor of the
         Senior Secured Lenders,  existing liens and certain other liens and (d)
         not  to  incur  any   guarantee   obligations,   except  the  guarantee
         obligations  related to the Credit Facility and certain other guarantee
         obligations.

         The Company must use 25% of  Consolidated  Excess Cash Flow (as defined
         in the Credit  Facility) in fiscal 1997 and 50% of Consolidated  Excess
         Cash Flow  thereafter to repay the Term  Facility and reduce  Revolving
         Facility  commitments.  Additionally,  100%  of the  Net  Proceeds  (as
         defined in the Credit  Facility)  of any Asset Sale (as  defined in the
         Credit Facility) and 75% of proceeds from the sale of Capital Stock (as
         defined  in the  Credit  Facility)  not  used for  acquisitions  or the
         repurchase  of  subordinated  debt,  must be  applied to repay the Term
         Facility  and  reduce  the  Revolving  Facility  commitments.  The Term
         Facility repayment schedule is as follows:

                                                                 Year ended
                                                               September 30,
                                                                (Dollars in
                                                                 thousands)
                                                              -----------------
                    1998...................................        $ 8,000
                    1999...................................         14,000
                    2000...................................         21,000
                    2001...................................         12,000      
                                                               ---------------
                                                                  $ 55,000
                                                             =================





         10 7/8% Senior Subordinated Notes

         On March 24, 1997,  the Company  issued $200 million of the Notes.  The
         Notes were sold at  98.2071%  of the face  amount to yield  proceeds of
         $196.4  million.  The  proceeds  of the  Notes  were  used to repay the
         existing 13% Senior  Subordinated  Notes due 2002,  including a 3% call
         premium and accrued  interest,  to reduce the SKC trade  payable by $10
         million and associated  accrued  interest,  and to pay certain fees and
         expenses.  As a result of the call premium ($5.2  million) and existing
         discount on the 13% notes  ($11.6  million),  the  Company  recorded an
         extraordinary loss on the extinguishment of debt of $11.7 million,  net
         of tax benefits.

         The Notes are not  redeemable  at the  option of the  Company  prior to
         April 1, 2000.  On or after such date  until  April 1, 2003,  the Notes
         will be  redeemable at the option of the Company in whole or in part at
         prices  ranging  from  108.156%  to  102.710%  plus  accrued and unpaid
         interest.  On or after April 1, 2003,  the Notes may be  redeemable  at
         100% plus  accrued  and unpaid  interest.  Prior to April 1, 2000,  the
         Company  may, at its option,  use the net cash  proceeds of one or more
         Public Equity Offerings (as defined in the Indenture),  to redeem up to
         35% of the aggregate  principal  amount at a redemption  price equal to
         110.875% plus unpaid interest to the date of redemption,  provided that
         at least  $130  million  of the  aggregate  principal  amount  of Notes
         originally issued remains outstanding after any such redemption.

         Also,  upon a Change of  Control  (as  defined in the  Indenture),  the
         Company  is  required  to make an  offer to  purchase  the  Notes  then
         outstanding at a purchase  price equal to 101% of the principal  amount
         thereof, plus accrued and unpaid interest.
         The Notes  have no  sinking  fund  requirements  and are due in full on
April 1, 2004.

         The  Notes  are  general  unsecured  obligations  of  the  Company  and
         expressly  subordinated  in right of payment to all existing and future
         Senior  Indebtedness (as defined in the Indenture) of the Company.  The
         Notes  will  rank  pari  passu  with  any  future  Senior  Subordinated
         Indebtedness   (as  defined  in  the   Indenture)  and  senior  to  all
         Subordinated Indebtedness (as defined in the Indenture) of the Company.

         The  indenture  relating  to the Notes  contains  covenants  related to
         limitations of indebtedness of the Company and restricted subsidiaries,
         limitations  on restricted  payments,  limitations on  restrictions  on
         distributions  from  restricted  subsidiaries,  limitations  on sale of
         assets  and  restricted  subsidiary  stock,  limitations  on  liens,  a
         prohibition on layering,  limitations on transactions  with affiliates,
         limitations  on  issuance  and  sale of  capital  stock  of  restricted
         subsidiaries and limitations of sale/leaseback transactions.


NOTE 9.  STOCK PLANS

         On February 3, 1997, the Company's  shareholders  approved the Anacomp,
         Inc. 1997 Qualified  Employee Stock Purchase Plan (the "Stock  Purchase
         Plan"). The Stock Purchase Plan allows qualified  employees to purchase
         shares of the  Company's  common  stock at the lower of 85% of the fair
         market value at the date of purchase or 85% of the fair market value on
         the first day of each quarterly  offering  period. A maximum of 500,000
         shares  of  common  stock is  available  for  purchase  under the Stock
         Purchase  Plan. No shares are scheduled to be issued prior to March 31,
         1998.

         On February 3, 1997, the Company's  shareholders  approved the Anacomp,
         Inc. 1996 Long-Term  Incentive Plan. The Company has reserved 1,450,000
         shares of its common stock for issuance in connection  with options and
         awards under this plan. No shares have been issued as of June 30, 1997.






<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

On May 20, 1996, the Company's  Reorganization  Plan was confirmed by the United
States  Bankruptcy Court and the Company emerged from bankruptcy  reorganization
on June 4,  1996.  As a  result  of the  Reorganization,  the  recording  of the
restructuring  transaction and the implementation of Fresh Start Reporting,  the
Company's  results of  operations  after May 31,  1996 (the cutoff date used for
financial  reporting  purposes) are not comparable to results  reported in prior
periods.  See Note 2 to the accompanying  consolidated  financial statements for
information on the consummation of bankruptcy  reorganization and implementation
of Fresh Start Reporting.

To  facilitate  a  meaningful   comparison   of  the  Company's   quarterly  and
year-to-date  operating performance in fiscal years 1997 and 1996, the following
discussion of results of operations  on a  consolidated  basis is presented on a
traditional  comparative basis for all periods.  Consequently,  the prior year's
information  presented  below does not comply with accounting  requirements  for
companies upon emergence from bankruptcy,  which  requirements call for separate
reporting for the newly reorganized company and the predecessor company.


<PAGE>




CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Anacomp, Inc.
CONSOLIDATED RESULTS OF OPERATIONS

                                                                                     Three Months Ended      Nine Months Ended
                                                                                            June 30,               June 30,
(Dollars in thousands)                                                                1997         1996         1997         1996
                                                                                   ---------    ---------    ---------    ---------
Revenues:
<S>                                                                                <C>          <C>          <C>          <C>      
    Services provided ..........................................................   $  46,690    $  45,363    $ 139,435    $ 144,553
    Equipment and supply sales .................................................      67,351       69,845      205,579      226,831
                                                                                   ---------    ---------    ---------    ---------
                                                                                     114,041      115,208      345,014      371,384
                                                                                   ---------    ---------    ---------    ---------

Operating costs and expenses:
    Costs of services provided .................................................      24,400       25,647       73,345       80,398
    Costs of equipment and supplies sold .......................................      51,859       53,763      153,672      173,660
    Selling, general and administrative expenses................................      22,630       21,482       66,051       69,528
    Amortization of reorganization asset .......................................      18,973        6,416       56,937        6,416
                                                                                   ---------    ---------    ---------    ---------
                                                                                     117,862      107,308      350,005      330,002
                                                                                   ---------    ---------    ---------    ---------
Income (loss) from operations before interest, other 
 income, reorganization items, income taxes and
    extraordinary items ........................................................      (3,821)       7,900       (4,991)      41,382
                                                                                   ---------    ---------    ---------    ---------

Interest income ................................................................       1,058          701        3,181        1,633
Interest expense and fee amortization ..........................................      (8,436)      (5,895)     (27,974)     (29,680)
Other income (loss) ............................................................        (357)         338       (1,152)       6,982
                                                                                   ---------    ---------    ---------    ---------
                                                                                      (7,735)      (4,856)     (25,945)     (21,065)
                                                                                   ---------    ---------    ---------    ---------
Income (loss) before reorganization items, income
    taxes and extraordinary items ..............................................     (11,556)       3,044      (30,936)      20,317

Reorganization items ...........................................................        --        116,090         --         92,839
                                                                                   ---------    ---------    ---------    ---------
Income (loss) before income taxes and extraordinary ............................     (11,556)     119,134      (30,936)     113,156
    items
Provision for income taxes .....................................................       3,300        1,300       11,400        5,000
                                                                                   ---------    ---------    ---------    ---------
Net income (loss) before extraordinary items ...................................     (14,856)     117,834      (42,336)     108,156
Extraordinary Items:
Extraordinary gain on discharge of indebtedness, net
    of  income taxes ...........................................................        --         52,442         --         52,442
Extraordinary loss on extinguishment of debt, net of
    income taxes ...............................................................         875         --        (11,661)        --
                                                                                   ---------    ---------    ---------    ---------
Net income (loss) ..............................................................     (13,981)     170,276      (53,997)     160,598
Preferred stock dividends and discount accretion ...............................        --           --           --            540
                                                                                   ---------    ---------    ---------    ---------
Net income (loss) available to common stockholders .............................   $ (13,981)   $ 170,276    $ (53,997)   $ 160,058
                                                                                   =========    =========    =========    =========

EBITDA .........................................................................   $  19,059    $  19,528    $  62,512    $  66,197
                                                                                   =========    =========    =========    =========

</TABLE>
 
<PAGE>


Three Months Ended June 30, 1997 compared to the
  Three Months Ended June 30, 1996

Results of Operations

General

Anacomp reported a net loss of $14.0 million for the three months ended June 30,
1997,  compared to net income of $170.3  million for the three months ended June
30,  1996.  The net loss for the  three  months  ended  June 30,  1997  included
non-cash  amortization  of the  Company's  reorganization  value  asset of $19.0
million  compared to $6.4 million  recorded in the prior period.  Net income for
the three  months  ended June 30, 1996  included  $168.5  million of income from
reorganization  items and the extraordinary gain resulting from the discharge of
indebtedness.  Earnings before  interest,  other income,  reorganization  items,
taxes,  depreciation  and amortization  and  extraordinary  items ("EBITDA") was
$19.1  million  for the three  months  ended June 30,  1997,  compared  to $19.5
million for the three months ended June 30, 1996.

Total revenues for the third quarter of $114.0 million represents a $1.2 million
decrease from the third quarter of the prior year. The slight decrease  reflects
the continued  downward trends of the Company's  traditional  micrographics  and
magnetics businesses offset by contributions from the Company's acquisitions and
new digital products.

Cost of services  provided as a percentage  of services  revenue was 52% for the
three  months  ended June 30,  1997,  compared to 57% for the same period of the
prior year. The  improvement  is due primarily to cost reduction  efforts in the
United States maintenance services organization.  Cost of equipment and supplies
sold as a percentage of equipment and supplies  sales was 77% for both the three
months ended June 30, 1997 and the three months ended June 30, 1996.

Selling,  general and administrative  expenses were 20% of revenue for the three
months  ended June 30,  1997,  compared to 19% of revenue  for the three  months
ended June 30, 1996. This increase represents human resource  investments in new
product initiatives and the transitioning of acquisitions into the Company.

Interest  expense and fee  amortization  was $8.4  million for the three  months
ended June 30,  1997,  compared to $5.9 million for the same period of the prior
year. The increase in interest expense relates to the  discontinuance of accrued
interest on the Company's former subordinated debt during bankruptcy proceedings
in the three months ended June 30, 1996.


Products and Services

Output services revenues  increased $1.6 million for the three months ended June
30, 1997,  compared to the same three  months of fiscal year 1996.  The increase
was  comprised  of a $.9  million and $.7  million  increase  in Alva,  or CD-R,
Services and COM services,  respectively.  COM service volumes  increased by 17%
while average  selling  prices  decreased by 16%. Data center  acquisitions  and
several large  customer  gains have  contributed to both the increase in volumes
and the decrease in average  selling  prices.  Gross  margins as a percentage of
revenue decreased by two percentage points due to the  aforementioned  impact of
lower average selling prices.

Technical services (primarily  maintenance)  revenues decreased $1.2 million for
the three months ended June 30, 1997,  primarily  due to the effect of replacing
older  generation  COM systems with the XFP, which has a  significantly  greater
capacity  than the older COM systems.  Gross  margins as a percentage of revenue
improved  11.5  percentage  points  primarily as a result of the cost  reduction
efforts mentioned above.


<PAGE>



COM systems revenues for the three months ended June 30,1997,  decreased by $1.8
million  compared to the same period of the prior year.  The decrease in revenue
is  attributable  to a decrease in the number of systems sold and the  increased
mix of used systems  which  generate  lower  revenues  than new  systems.  Gross
margins as a percentage of revenue  improved several  percentage  points between
periods due to slightly better selling prices in the current period, as well as,
the increased mix of used systems yield higher margins than new systems.

Digital  systems  revenues for the three  months ended June 30, 1997,  were $2.4
million with the Data/Ware CD Systems  accounting for $1.8 million of the total.
There were no digital systems sold for the same period of the prior year.

Micrographics  supplies  revenues  for the three  months  ended  June 30,  1997,
decreased  $2.4  million  compared  to the same  period of the prior  year.  The
decrease was  primarily the result of expected  revenue  declines in the readers
and  reader/printers  and original COM film product  lines.  Gross  margins as a
percentage of revenue  decreased three percentage  points as a result of changes
in product mix.

Magnetic  media  revenues of $26.3  million for the three  months ended June 30,
1997, were slightly higher than the same period of the prior year. Gross margins
as a percentage of revenue  increased by less than one  percentage  point due to
product mix.


Nine Months Ended June 30, 1997 compared to the
  Nine Months Ended June 30, 1996

Results of Operations

General

Anacomp  reported a net loss of $54.0 million for the nine months ended June 30,
1997,  compared to net income of $160.6  million for the nine months  ended June
30, 1996. The net loss for the nine months ended June 30, 1997 included non-cash
amortization  of the  Company's  reorganization  value  asset of  $56.9  million
(compared to $6.4  million  recorded in the prior  period) and an  extraordinary
loss  on  the  extinguishment  of  debt  comprised  of a  3%  call  premium  and
unamortized discount on the Company's existing 13% subordinated notes.

Pursuant to a 1990 OEM agreement,  Kodak was obligated to purchase an additional
151 XFP 2000 systems by October  1997 or pay a cash penalty to the Company.  The
Company and Kodak  negotiated  an  amendment to the OEM  agreement,  whereby the
Company  accepted a $3.6 million  cash payment from Kodak,  which is included in
the current  period  results,  and a commitment to purchase an additional 28 XFP
2000  systems by the end of  calendar  1997,  and a one-time  purchase  of spare
parts.  Upon Kodak's  purchase of the 28 XFP 2000 systems on or before  December
20, 1997, Kodak's obligations and the OEM agreement shall terminate.

Net income for the nine months ended June 30, 1996 included income from the sale
of the Image Conversion Services Division ("ICS"),  reorganization items and the
extraordinary gain resulting from the discharge of indebtedness. Earnings before
interest,   other  income,   reorganization   items,  taxes,   depreciation  and
amortization and  extraordinary  items ("EBITDA") was $62.5 million for the nine
months ended June 30, 1997  compared to $66.2  million for the nine months ended
June 30, 1996.  Excluding  the Kodak  payment,  EBITDA was $58.9 million for the
current period.


<PAGE>


Total  revenues  for the nine  months  ended  June 30,  1997 of  $345.0  million
represents  a $26.4  million  decrease  from the same  period of the prior year.
Approximately  $9.0  million of the  decrease is due to the  discontinuance  and
downsizing of selected product lines, including ICS ($1.5 million),  readers and
reader/printers   ($4.9  million),   source  document  film  ($.4  million)  and
micrographics  accessories ($2.2 million).  The remaining $17.4 million decrease
in revenues is due primarily to the expected general downward trends in both the
micrographics  and  magnetics  product  lines  offset by  contribution  from the
Company's acquisitions and new digital products.

Cost of services  provided as a percentage  of services  revenue was 53% for the
nine  months  ended June 30,  1997,  compared  to 56% for the same period of the
prior  year  due  primarily  to cost  reduction  efforts  in the  United  States
maintenance  services  organization.  Cost of equipment  and supplies  sold as a
percentage of equipment and supplies sales,  excluding the one-time $3.6 million
payment noted above,  was 76% for the nine months ended June 30, 1997,  compared
to 77% for the same period of the prior year.

Selling,  general and  administrative  expenses were 19% of revenue for both the
nine  months  ended  June 30,  1997 and the nine  months  ended  June 30,  1996,
excluding the one-time $3.6 million payment noted above.

Interest expense and fee amortization of $28.0 million for the nine months ended
June 30, 1997,  decreased $1.7 million over the prior year, due to the Company's
improved  debt  structure as a result of the  Reorganization  in fiscal 1996 and
refinancings in fiscal 1997.

Products and Services

Output services  revenues  decreased $1.5 million for the nine months ended June
30, 1997,  compared to the same nine months of fiscal year 1996,  excluding  the
effect of the ICS sale.  COM service  volumes  increased  by 4.7% while  average
selling prices  decreased by 11.5%.  Data center  acquisitions and several large
customer gains have contributed to both the increase in volumes and the decrease
in average selling prices. Gross margins as a percentage of revenue decreased by
three  percentage  points  due to the  aforementioned  impact  of lower  average
selling prices.

Technical services (primarily  maintenance)  revenues decreased $4.1 million for
the nine months  ended June 30, 1997,  primarily  due to the effect of replacing
older  generation  COM  systems  with the XFP 2000,  which  has a  significantly
greater  capacity  than the older COM systems.  Gross margins as a percentage of
revenue  improved  8.1  percentage  points  primarily  as a  result  of the cost
reduction efforts mentioned above.

COM systems  revenues for the nine months ended June 30,1997,  decreased by $7.3
million  compared to the same period of the prior year.  The decrease in revenue
is  attributable  to a decrease  in the  number of systems  sold and the mix and
pricing  of new and used  systems.  Gross  margins  as a  percentage  of revenue
improved  several  percentage  points primarily due to increased used systems in
the product mix and the result of  manufacturing  efficiencies  realized  during
fiscal 1997.

Digital  systems  revenues for the nine months  ended June 30,  1997,  were $6.6
million.  The sale of two XSTAR digital systems  contributed $1.5 million in the
first quarter while the second quarter acquisition of Data/Ware contributed $4.2
million in CD systems revenues.  There were no digital systems sold for the same
period of the prior year.

Micrographics  supplies  revenues  for the nine  months  ended  June  30,  1997,
decreased $13.9 million compared to the same period of the prior year consistent
with the projected market trends for readers and  reader/printers,  original COM
film, duplicate film and other accessories.








Magnetic media revenues for the nine months ended June 30, 1997,  decreased $8.6
million  compared  to the same  period of the  prior  year.  The  major  product
categories experiencing a decrease in revenue include 3480 tape cartridges, open
reel  tape  and  TK  50/52.   These  decreases  were  partially  offset  by  the
contribution of $3.8 million from sales of the new metal particle tape products.
Gross margins as a percentage of revenue increased slightly over the prior year.

Liquidity and Capital Resources

During the period ended June 30, 1997,  Anacomp  completed  the  refinancing  of
substantially  all  of  its  significant  debt  obligations  (see  Note 8 to the
condensed consolidated  financial  statements).  The refinancings will result in
significant  interest savings to the Company.  Anacomp's cash interest cost will
now  be  at  an  annual  rate  of  approximately  $30  million  as  compared  to
approximately  $40 million upon the  Company's  exit from  bankruptcy on May 31,
1996.  The  Company's  debt  amortization  schedule has also been  modified as a
result of the  refinancings.  Anacomp has no  principal  payments due on the new
debt during the  remainder of fiscal 1997, $8 million due in fiscal 1998 and $14
million  due in  fiscal  1999.  As of June 30,  1997,  the  current  portion  of
long-term  debt was $6.4 million as compared to $31.8  million at September  30,
1996.

Anacomp's  working  capital at June 30, 1997,  excluding the current  portion of
long-term  debt, was $38.3  million,  compared to $26.4 million at September 30,
1996. Net cash provided by operating  activities was $35.5 million for the first
nine months of fiscal 1997,  compared to $31.1 million in the  comparable  prior
period.  Net cash used in investing  activities was $25.6 million in the current
period, compared to net cash provided by investing activities of $9.4 million in
the comparable prior period. This change was primarily the result of the Company
using $17.5  million of cash for  acquisitions  in the current  period while the
Company generated $13.6 million in cash from the sale of the ICS Division in the
prior period. Also, the Company increased its capital expenditures for property,
plant and equipment by $4.0 million during the current period.

Net cash used in  financing  activities  decreased  to $7.8 million for the nine
months ended June 30, 1997,  compared to $21.0 million in the  comparable  prior
period.  The Company's  successful  rights offering of approximately 3.6 million
shares of common  stock  provided  approximately  $24.3  million  in cash in the
current period and the Company's debt refinancing and principal  reductions used
approximately $32.1 million in net cash.

The Company's cash balance  (including  restricted cash) as of June 30, 1997 was
$50.0 million, compared to $47.8 million at September 30, 1996. The Company also
has full  availability on its $25 million  revolving credit facility,  which was
undrawn at June 30, 1997.

The Company has significant debt service obligations. The ability of the Company
to meet its debt  service  and other  obligations  will  depend  upon its future
performance  and is subject to financial,  economic and other  factors,  some of
which are beyond its control.  However,  the Company  believes that cash on hand
and cash generated from operations, along with the availability of the revolving
credit  facility,  will be  sufficient  to fund its debt  service  requirements,
acquisition  strategies  and working  capital  requirements  in the  foreseeable
future.

Accounting Pronouncements

In February,  1997, the Financial  Accounting  Standards Board (FASB) issued two
pronouncements  related to the  calculation and disclosure of Earnings Per Share
information.  These two  pronouncements  are effective for periods  ending after
December  15,  1997 and,  consequently,  no  adjustments  are  reflected  in the
condensed  consolidated financial statements for the period ended June 30, 1997.
In June,  1997, FASB issued two additional  pronouncements  related to reporting
comprehensive   income  and  disclosure  of  segment   information.   These  two
pronouncements  are effective for periods beginning after December 15, 1997 and,
consequently,  no  adjustments  are  reflected  in  the  condensed  consolidated
financial  statements  for the period  ended June 30,  1997.  Adoption  of these
pronouncements  is not expected to have a  significant  effect on the  Company's
financial results.


<PAGE>



                         ANACOMP, INC. AND SUBSIDIARIES


                           PART II: OTHER INFORMATION



ITEM 2.        CHANGES IN SECURITIES

      (c)      Unregistered sales of securities

               Pursuant to the 1996  Non-Employee  Director  Stock  Option Plan,
               non-employee  directors of the Company may elect to receive their
               annual retainer in the form of options to acquire Common Stock of
               the  Company.  Pursuant  to such  elections,  during  the  period
               covered by this report,  an aggregate of 844 options were granted
               to 2 directors in lieu of aggregate cash  compensation of $6,250.
               The  issuance  of such  options  was  effected in reliance on the
               private  placement  exemption  set forth in  Section  4(2) of the
               Securities  Act  of  1933,  as  amended,  on  the  basis  of  the
               familiarity  of such  directors  with the business and affairs of
               the Company. No underwriting fees or discounts were applicable to
               the  transactions.  The options are first  exercisable six months
               after the date of grant and remain exercisable  through the tenth
               anniversary  of the grant date,  at an exercise  price of $11.125
               per share.

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

      (a)      Exhibits

               (27)  Financial data schedule (required for electronic filing
                     only)

      (b)      Reports on Form 8-K

               There were no reports on Form 8-K filed during the quarter  ended
June 30, 1997





<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/ Donald L. Viles
Executive Vice President and
  Chief Financial Officer
  (Principal Financial Officer and duly authorized officer)


Dated this 1st day of August, 1997