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 March 31, 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  and  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  and 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 March
31, 1997, the close of the period covered by this report, was 13,700,764.


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX




PART I.   FINANCIAL INFORMATION                                         PAGE NO.

Item 1.   Financial Statements:

          Condensed Consolidated Balance Sheets
          March 31, 1997 and September 30, 1996.....................          3

          Condensed Consolidated Statements of Operations
          Three and Six Months Ended March 31, 1997 and 1996........          4

          Condensed Consolidated Statements of Cash Flows
          Six Months Ended  March  31, 1997 and 1996................          6

          Condensed Consolidated Statements of Stockholders' Equity
          Six Months Ended March 31, 1997 and 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 6.   Exhibits and Reports on Form 8-K..........................         20

SIGNATURES..........................................................         21


<PAGE>


PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
Anacomp, Inc. And Subsidiaries
<TABLE>
<CAPTION>
                                                                  March 31,   September 30,
(Dollars in thousands, except per share amounts)                   1997           1996
-------------------------------------------------------------------------------------------
ASSETS ........................................................   (unaudited)
Current assets:
    <S>                                                               <C>          <C>      
    Cash and cash equivalents .................................   $  25,484    $  38,198
    Restricted cash ...........................................      11,150        9,597
    Accounts and notes receivable, less allowances for doubtful
      accounts of $6,587 and $6,768, respectively .............      60,356       58,806
    Current portion of long-term receivables ..................       3,736        4,690
    Inventories ...............................................      28,104       31,856
    Prepaid expenses and other ................................       6,584        4,383
                                                                  ---------    ---------
Total current assets ..........................................     135,414      147,530

Property and equipment, at cost less accumulated
  depreciation and amortization ...............................      28,174       27,102
Long-term receivables, net of current portion .................       8,605       10,632
Excess of purchase price over net assets of businesses
  acquired and other intangibles, net .........................      15,042        2,285
Reorganization value in excess of identifiable assets .........     202,395      240,344
Other assets ..................................................      15,736        7,528
                                                                  =========    =========
                                                                  $ 405,366    $ 435,421
                                                                  =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
    Current portion of long-term debt .........................   $   3,687    $  31,848
    Accounts payable ..........................................      37,636       48,090
    Accrued compensation, benefits and withholdings ...........      15,141       13,728
    Accrued income taxes ......................................       9,334       11,930
    Accrued interest ..........................................       3,920       10,586
    Other accrued liabilities .................................      37,050       36,814
                                                                  ---------    ---------
Total current liabilities .....................................     106,768      152,996
                                                                  ---------    ---------

Noncurrent liabilities:
    Long-term debt, net of current portion ....................     251,523      217,044
    Other noncurrent liabilities ..............................       5,123        6,812
                                                                  ---------    ---------
Total noncurrent liabilities ..................................     256,646      223,856
                                                                  ---------    ---------

Stockholders' equity:
    Preferred stock, 1,000,000 shares authorized, none issued .        --           --
    Common stock, $.01 par value; 20,000,000 shares authorized;
        13,700,764 and 10,099,050 issued respectively .........         137          101
    Capital in excess of par value ............................     104,553       80,318
    Cumulative translation adjustment from May 31, 1996 .......        (714)         159
    Accumulated deficit from May 31, 1996 .....................     (62,024)     (22,009)
                                                                  ---------    ---------
Total stockholders' equity ....................................      41,952       58,569
                                                                  =========    =========
                                                                  $ 405,366    $ 435,421
                                                                  =========    =========

            See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Anacomp, Inc. And Subsidiaries
                                                                                         Reorganized  Predecessor
                                                                                            Company    Company
                                                                                          ---------    ---------
                                                                                         Three Months Three Months
                                                                                            Ended         Ended
                                                                                          March 31,     March 31,
(Dollars in thousands, except per share amounts) ......................................     1997         1996
---------------------------------------------------------------------------------------   ---------    ---------
Revenues:
<S>                                                                                       <C>          <C>      
   Services provided ..................................................................   $  47,320    $  48,262
   Equipment and supply sales .........................................................      67,200       77,649
                                                                                          ---------    ---------
                                                                                            114,520      125,911
                                                                                          ---------    ---------
Operating costs and expenses:
    Costs of services provided ........................................................      24,838       26,687
    Costs of equipment and supplies sold ..............................................      50,881       58,813
    Selling, general and administrative expenses ......................................      21,973       23,148
    Amortization of reorganization asset ..............................................      18,717         --
                                                                                          ---------    ---------
                                                                                            116,409      108,648
                                                                                          ---------    ---------
Income (loss) from operations before interest, other income,
  reorganization items, income taxes and extraordinary loss ...........................      (1,889)      17,263
                                                                                          ---------    ---------

Interest income .......................................................................       1,139          431
Interest expense and fee amortization .................................................      (9,736)      (5,499)
Reorganization items ..................................................................        --        (20,450)
Other income (loss) ...................................................................        (780)          24
                                                                                          ---------    ---------
                                                                                             (9,377)     (25,494)
                                                                                          ---------    ---------

Income (loss) before income taxes and extraordinary loss ..............................     (11,266)      (8,231)
Provision for income taxes ............................................................       3,300        2,500
                                                                                          ---------    ---------
Net income (loss) before extraordinary loss ...........................................     (14,566)     (10,731)
Extraordinary loss on extinguishment of debt, net of income
  tax benefit of $4,325 ...............................................................      12,536         --
                                                                                          ---------    =========
Net income (loss) available to common stockholders ....................................   $ (27,102)   $ (10,731)
                                                                                          ---------    =========

Weighted average common shares outstanding ............................................      13,701
                                                                                          ---------

Earnings (loss) per common and common equivalent share:
Net income (loss) available to common stockholders before
  extraordinary loss ..................................................................  $   (1.06)
Extraordinary loss on extinguishment of debt (net of tax benefit) .....................        .92
                                                                                          ---------
Net income (loss) available to common stockholders ....................................  $   (1.98)
                                                                                          ---------

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

                                                                          Reorganized       Predecessor
                                                                             Company           Company
                                                                        ----------------- ----------------
                                                                           Six Months       Six Months
                                                                              Ended            Ended
                                                                            March 31,        March 31,
(Dollars in thousands, except per share amounts)                               1997             1996
----------------------------------------------------------------------- ----------------- ----------------
Revenues:
<S>                                                                         <C>              <C>      
   Services provided.............................................           $  92,745        $  99,190
   Equipment and supply sales....................................             138,228          156,986
                                                                        ----------------- ----------------
                                                                              230,973          256,176
                                                                        ----------------- ----------------
Operating costs and expenses:
    Costs of services provided...................................              48,945           54,525
    Costs of equipment and supplies sold.........................             101,813          120,574
    Selling, general and administrative expenses.................              43,421           47,595
    Amortization of reorganization asset.........................              37,964               --
                                                                        ----------------- ----------------
                                                                              232,143          222,694
                                                                        ----------------- ----------------
Income (loss) from operations before interest, other income,
  reorganization items, income taxes and extraordinary loss......              (1,170)          33,482
                                                                        ----------------- ----------------

Interest income..................................................               2,123              932
Interest expense and fee amortization............................             (19,538)         (23,785)
Reorganization items.............................................                  --          (23,251)
Other income (loss)..............................................                (795)           6,644
                                                                        ----------------- ----------------
                                                                              (18,210)         (39,460)
                                                                        ----------------- ----------------

Income (loss) before income taxes and extraordinary loss.........             (19,380)          (5,978)
Provision for income taxes.......................................               8,100            3,700
                                                                        ----------------- ----------------
Net income (loss) before extraordinary loss......................             (27,480)          (9,678)
Extraordinary loss on extinguishment of debt, net of income
  tax benefit of $4,325..........................................              12,536               --
                                                                        ----------------- ----------------
Net income (loss)................................................             (40,016)          (9,678)
Preferred stock dividends and discount accretion.................                  --              540
                                                                        ----------------- ================
Net income (loss) available to common stockholders...............           $ (40,016)       $ (10,218)
                                                                        ----------------- ================

Weighted average common shares outstanding.......................              13,134
                                                                        -----------------

Earnings (loss) per common and common equivalent share:
Net income (loss) available to common stockholders before
    extraordinary loss...........................................                 $(2.09)
Extraordinary loss on extinguishment of debt (net of tax benefit)                    .96
                                                                        -----------------
Net income (loss) available to common stockholders...............                $ (3.05)
                                                                        =================



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

                                                                            Reorganized        Predecessor
                                                                              Company            Company
                                                                        ------------------ -----------------
                                                                           Six Months           Six Months
                                                                              Ended               Ended
                                                                            March 31,          March 31,
(Dollars in thousands, except per share amounts)                               1997               1996
----------------------------------------------------------------------- ------------------ -----------------
Cash flows from operating activities:
<S>                                                                         <C>               <C>       
  Net  loss......................................................           $ (40,016)        $  (9,678)
  Adjustments to reconcile net loss to net cash provided by operating
        activities:
      Depreciation and amortization..............................              45,442            14,564
      Extraordinary loss on extinguishment of debt...............              12,536                --
      Non-cash compensation......................................                 510                --
      Non-cash charge in lieu of taxes...........................               4,310                --
      Non-cash reorganization items..............................                  --            23,251
      Gain on sale of ICS Division...............................                  --            (6,202)
      Other non-cash items.......................................                (116)               53

  Restricted cash requirements...................................              (1,553)               --

  Changes in assets and liabilities, net of acquisitions:
      Decrease in accounts and long-term receivables.............               2,481            16,652
      Decrease in inventories and prepaid expenses...............               5,135             9,501
      Decrease (increase) in other assets........................                (347)            1,914
      Decrease in accounts payable and accrued expenses..........             (10,983)          (17,301)
      Increase (decrease) in other noncurrent liabilities........              (1,655)              113
                                                                        ------------------ -----------------
         Net cash provided by operating activities...............              15,744            32,867
                                                                        ------------------ -----------------

Cash flows from investing activities:
  Proceeds from sale of ICS Division.............................                  --            13,554
  Purchases of property, plant and equipment.....................              (4,718)           (2,537)
  Payments to acquire companies and customer rights..............             (16,464)               --
                                                                        ------------------ -----------------
         Net cash provided by (used in) investing activities                  (21,182)           11,017
                                                                        ------------------ -----------------

Cash flows from financing activities:
  Proceeds from exercise of common stock rights..................              24,271                --
  Proceeds from revolving line of credit and long-term borrowings             251,414             1,329
  Principal payments on long-term debt...........................            (270,416)          (14,991)
  Payments related to the issuance and extinguishment of debt....             (12,259)               --
                                                                        ------------------ -----------------
         Net cash used in financing activities...................              (6,990)          (13,662)
                                                                        ------------------ -----------------

Effect of exchange rates on cash.................................                (286)             (378)
                                                                        ------------------ -----------------
Increase (decrease) in cash and cash equivalents.................             (12,714)           29,844

Cash and cash equivalents at beginning of period.................              38,198            19,415
                                                                        ------------------ =================
Cash and cash equivalents at the end of the period...............            $ 25,484          $ 49,259
                                                                        ------------------ =================


            See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS INFORMATION:

                                                                            Reorganized     Predecessor
                                                                              Company           Company
                                                                        ------------------ -----------------
                                                                           Six Months        Six Months
                                                                              Ended             Ended
                                                                            March 31,         March 31,
(Dollars in thousands)                                                         1997              1996
----------------------------------------------------------------------- ------------------ -----------------
Cash paid during the period for:
<S>                                                                          <C>               <C>     
  Interest.......................................................            $  7,745          $  8,175
  Income taxes...................................................            $  3,995          $  1,297

</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
 AND FINANCING ACTIVITIES:

                                                                          Reorganized       Predecessor
                                                                              Company           Company
                                                                        ------------------ -----------------
                                                                           Six Months        Six Months
                                                                                Ended             Ended
                                                                            March 31,         March 31,
(Dollars in thousands)                                                           1997              1996
----------------------------------------------------------------------- ------------------ -----------------
<S>                                                                          <C>             <C>       
Assets acquired by assuming liabilities..........................            $  1,553        $       --
Interest on subordinated notes satisfied with additional notes...             $11,960        $       --

</TABLE>
           See notes to condensed consolidated financial statements

<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF  STOCKHOLDERS' EQUITY (Unaudited)
Anacomp, Inc. and Subsidiaries


SIX MONTHS ENDED MARCH  31, 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
Translation adjustments for period.........                 --           --           (873)             --           (873)
Other......................................                 --           --            --                1             1
Net loss for the period....................                 --           --            --           (40,016)      (40,016)
                                                 -------------- ------------ ------------- ---------------- -------------
BALANCE AT MARCH 31, 1997                                 $137     $104,553          $(714)        $(62,024)     $41,952
                                                 ============== ============ ============= ================ =============

</TABLE>
<TABLE>
<CAPTION>
SIX  MONTHS ENDED MARCH  31, 1996 - PREDECESSOR 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, 1995                             $462     $182,725       $1,329        $(372,759)    $(188,243)
Preferred stock conversion.................                  7        4,798           --               --         4,805
Preferred stock dividends..................                 --           --           --             (516)         (516)
Accretion of redeemable preferred stock
  discount.................................                 --           --           --              (24)          (24)
Translation adjustments for period.........                 --           --       (1,381)              --        (1,381)
NBS stock issuance.........................                 11           (11)         --               --            --
Net loss for the period....................                 --           --           --           (9,678)       (9,678)
                                                 ============== ============ ============= ================ =============
BALANCE AT MARCH  31, 1996                                $480     $187,512         $(52)       $(382,977)    $(195,037)
                                                 ============== ============ ============= ================ =============


            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.  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>
                                                                           March 31,        September 30,
           (Dollars in thousands)                                             1997               1996
           ----------------------------------------------------------- ------------------- -----------------

           <S>                                                               <C>                 <C>    
           Finished goods.......................................             $17,493             $22,557
           Work in process......................................               3,226               2,748
           Raw materials and supplies...........................               7,385               6,551
                                                                       =================== =================
                                                                             $28,104             $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 3.  REORGANIZATION ITEMS:

         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  Statement  of
         Operations, and are summarized below:
<TABLE>
<CAPTION>

                                                                             Three Months     Six Months
                                                                                Ended            Ended
                                                                              March 31,        March 31,
           (Dollars in thousands)                                                1996            1996
           ---------------------------------------------------------------- --------------- ----------------
           <S>                                                                   <C>              <C>      
           Write-off of deferred debt issue costs and discounts                  $(17,551)        $(17,551)
           Legal and professional fees associated with bankruptcy                  (3,135)          (5,936)
           Interest earned on accumulated cash                                        236              236
                                                                            =============== ================
                                                                                  $20,450          $23,251
                                                                            =============== ================

</TABLE>

NOTE 4.  SALE OF ICS DIVISION:

         Effective November 1, 1995, Anacomp sold its Image Conversion  Services
         Division ("ICS") for approximately  $13.5 million,  which resulted in a
         net gain to the Company of $6.2  million.  The proceeds  from this sale
         were used to reduce the principal  balance on certain  senior debt. The
         ICS Division  performed source document  microfilm  services at several
         facilities around the country generating approximately $20.0 million of
         revenues per year.


NOTE 5.  INCOME TAXES:

         Income tax expense is reported for the Predecessor Company based on the
         actual  effective  tax rate for the six month  period  ended  March 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 identifiable 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 six month period  ended March 31,  1997,  income tax expense is
         reported for the Reorganized  Company based upon 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. The income tax benefit of $4.3 million  associated
         with this charge is the amount available at March 31, 1997. This amount
         is limited by other items  affecting  taxable income for the period and
         may  require  adjustment  in future  periods as  additional  income tax
         benefits become available.

         At March 31, 1997, the  Reorganized  Company had NOLs of  approximately
         $116 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 year 1997 is estimated to be $17 million.


NOTE 6.  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 7.  ACQUISITIONS:

         During the six month period ended March 31, 1997, the Company  acquired
         either  the  customer  bases  and  other  assets  or the stock of seven
         businesses:

               A San Diego based company that manufactures and markets CD output
              systems,  optical storage  controllers and mainframe  connectivity
              solutions. The purchase price consisted of $10.4 million cash paid
              at closing (net of cash acquired) and contingent cash and/or stock
              payments of up to $3.2 million based upon future operating results
              over the next two years.

               Four companies operating seven service bureaus (three in Northern
              California,  one in Nevada,  one in New York, one in Italy and one
              in Belgium)  specializing in Computer Output to Microfilm ("COM").
              The combined  purchase prices  consisted of $4.0 million cash paid
              at closing, notes payable of $880,000 and contingent cash payments
              of up to $3.4 million based upon future operating results over the
              next two years.

               A  Boston  based  company  that  provides   maintenance  services
              relating  to its  manufactured  equipment  used for the  cleaning,
              testing,  certifying and degaussing of computer tape. The purchase
              price  consisted  of  $1.5  million  cash  paid  at  closing,  the
              assumption of a $600,000 deferred revenue liability and contingent
              cash  payments of up to $2.7  million  based upon future  revenues
              over the next five years.


<PAGE>


               A Boston based company that specializes in the long-term  storage
              of critical  business  records.  The purchase  price  consisted of
              $180,000  cash paid at closing,  the  assumption of a $70,000 debt
              obligation  and  contingent  cash payments of up to $500,000 based
              upon future operating results over the next three years.

NOTE 8.    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 9.  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 March  31,  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 $12.5 million,  net
         of tax benefits.


<PAGE>


         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 will be
         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 10.  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 the offering  period.  A maximum of 500,000  shares of
         common stock is available for purchase under the Stock Purchase Plan.

         On February 3, 1997, the Company's  shareholders  approved the Anacomp,
         Inc. 1996 Long-Term  Incentive Plan (the "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.



<PAGE>



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

Three Months Ended March 31, 1997 compared to the
  Three Months Ended March 31, 1996

Results of Operations

General

Anacomp  reported a net loss of $27.1  million for the three  months ended March
31,  1997,  compared to a net loss of $10.7  million for the three  months ended
March 31,  1996.  Included in the net loss for the three  months ended March 31,
1997 is non-cash  amortization  of the Company's  reorganization  value asset of
$18.7 million and an extraordinary  loss on the  extinguishment of debt of $12.5
million,  net of income tax benefits of $4.3 million. The extraordinary loss was
comprised of a 3% call premium of $5.2 million and  unamortized  discount on the
Company's existing 13% subordinated notes of $11.6 million.

Included  in the net loss for the three  months  ended  March 31,  1996 is $20.5
million in  reorganization  items  including a write-off of deferred  debt issue
costs and discounts of $17.6 million and legal and professional  fees associated
with  bankruptcy  of $3.1  million.  Earnings  before  interest,  other  income,
reorganization  items,  taxes,  depreciation and amortization and  extraordinary
loss  ("EBITDA")  was $20.1  million for the three  months ended March 31, 1997,
compared to $23.6 million for the three months ended March 31, 1996.

Total  revenues for the second  quarter of $114.5  million  represents  an $11.4
million decrease from the second quarter of the prior year.  Approximately  $9.7
million of the decrease is due to expected  downtrends in certain  micrographics
supplies  and  magnetics  product  lines  with the  remainder  primarily  due to
decreased COM system revenues.

Cost of services  provided as a percentage  of services  revenue was 52% for the
three months  ended March 31,  1997,  compared to 55% for the same period of the
prior year.  The  improvement  is due  primarily  to cost  reduction  efforts in
maintenance services initiated by new management. Cost of equipment and supplies
sold as a percentage of equipment and supplies  sales was 76% for both the three
months ended March 31, 1997 and the three months ended March 31, 1996

Selling,  general and administrative  expenses were 19% of revenue for the three
months  ended March 31,  1997,  compared to 18% of revenue for the three  months
ended March 31, 1996.

Interest  expense and fee  amortization  was $9.7  million for the three  months
ended March 31, 1997,  compared to $5.5 million for the same period of the prior
year. The increase in interest expense relates to the  discontinuance of accrued
interest  on the  Predecessor  Company's  subordinated  debt  during  bankruptcy
proceedings in the three months ended March 31, 1996.


Products and Services

Output services revenues  decreased $.8 million for the three months ended March
31,  1997,  compared to the same three  months of fiscal year 1996.  COM service
volumes  increased by 2% while  average  selling  prices  decreased by 10%. Data
center  acquisitions  and several large customer gains have  contributed to both
the increase in volumes and the decrease in average selling prices. The acquired
data centers  contributed  volumes,  but at significantly  lower average selling
prices.  The  large  customer  gains  received  favorable  pricing  due to their
volumes.  Gross  margins as a percentage  of revenue  decreased by 3% due to the
aforementioned impact of lower average selling prices.


Technology services (primarily  maintenance)  revenues decreased $.9 million for
the three months ended March 31, 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 8.5  percentage  points as a result of decreased  personnel  and supply
costs.  Personnel costs  decreased as planned  reductions in the work force were
made to bring  headcount in line with the declining base of COM recorders  under
maintenance.

COM systems revenues for the three months ended March 31,1997, decreased by $2.2
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 were
comparable between periods.

Digital  systems  revenues for the three months ended March 31, 1997,  were $2.5
million.  The  Data/Ware  acquisition  accounted for $2.4 million of the revenue
total. There were no digital systems sold for the same period of the prior year.

Micrographics  supplies  revenues  for the three  months  ended March 31,  1997,
decreased $4.9 million  compared to the same period of the prior year. The major
product categories experiencing the expected decrease in revenue include readers
and reader/printers ($1.5 million), original COM film ($1.1 million),  duplicate
film ($1.0 million) and micrographics  accessories ($.8 million).  Gross margins
as a  percentage  of  revenue  increased  two  percentage  points as a result of
changes in product mix.

Magnetic  media  revenues for the three  months ended March 31, 1997,  decreased
$4.8 million  compared to the same period of the prior year.  The major  product
categories  experiencing  the  expected  decrease in revenue  include  3480 tape
cartridges ($2.0 million) and open reel tape ($2.6 million).  Gross margins as a
percentage of revenue increased slightly due to product mix.


<PAGE>




Six Months Ended March 31, 1997 compared to the
  Six Months Ended March 31, 1996

Results of Operations

General

Anacomp  reported a net loss of $40.0 million for the six months ended March 31,
1997, compared to a net loss of $10.2 million for the six months ended March 31,
1996.  Included  in the net loss for the six  months  ended  March  31,  1997 is
non-cash  amortization  of the  Company's  reorganization  value  asset of $38.0
million  and an  extraordinary  loss on the  extinguishment  of  debt  of  $12.5
million, net of income tax benefits of $4.3 million. This extraordinary loss was
comprised of a 3% call premium of $5.2 million and  unamortized  discount on the
Company's existing 13% subordinated notes of $11.6 million.

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.  In
satisfaction of this earlier OEM agreement,  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.

Included in net income for the six months ended March 31, 1996 is a $6.2 million
gain on the sale of the Image  Conversion  Services  Division  ("ICS") and $23.3
million in  reorganization  items  including a write-off of deferred  debt issue
costs and discounts of $17.6 million and legal and professional  fees associated
with  bankruptcy  of $5.9  million.  EBITDA was $43.5 million for the six months
ended March 31, 1997  compared to $46.7  million for the six months  ended March
31, 1996. Excluding the Kodak payment,  EBITDA was $39.9 million for the current
period.

Total  revenues  for the six  months  ended  March 31,  1997 of  $231.0  million
represents  a $25.2  million  decrease  from the same  period of the prior year.
Approximately  $7.7  million of the  decrease is due to the  discontinuance  and
downsizing of product  lines,  including ICS ($1.5  million),  reader and reader
printer  products  ($3.9  million),  source  document  film  ($.5  million)  and
micrographics  accessories ($1.8 million).  The remaining $17.5 million decrease
in revenues is due primarily to the expected  general downward trend in both the
micrographics and magnetics product lines.

Cost of services  provided as a percentage  of services  revenue was 53% for the
six months  ended  March 31,  1997,  compared  to 55% for the same period of the
prior year.  The  improvement  is due  primarily  to cost  reduction  efforts in
maintenance services initiated by new management. 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 six months ended March 31,
1997, compared to 77% for the same period of the prior year.

Selling,  general and  administrative  expenses were 19% of revenue for both the
six  months  ended  March 31,  1997 and the six  months  ended  March 31,  1996,
excluding the one-time $3.6 million payment noted above.

Interest  expense and fee amortization of $19.5 million for the six months ended
March 31, 1997, decreased $4.2 million over the prior year, primarily due to the
Company's  improved debt structure as a result of the  Reorganization  in fiscal
1996.







Products and Services

Output services  revenues  decreased $3.2 million for the six months ended March
31,  1997,  compared to the same six months of fiscal year 1996,  excluding  the
effect of the ICS sale. COM service  volumes  increased by less than one percent
while  average  selling  prices  decreased by 9%. Data center  acquisitions  and
several large  customer  gains have  contributed to both the increase in volumes
and  the  decrease  in  average  selling  prices.   The  acquired  data  centers
contributed  volumes,  but at  significantly  lower average selling prices.  The
large  customer  gains received  favorable  pricing due to their volumes.  Gross
margins as a percentage of revenue  decreased by three percentage  points due to
the aforementioned impact of lower average selling prices.

Technology services (primarily  maintenance) revenues decreased $2.9 million for
the six months  ended March 31, 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 6.5  percentage  points as a result of decreased  personnel  and supply
costs.  Personnel costs  decreased as planned  reductions in the work force were
made to bring  headcount in line with the declining base of COM recorders  under
maintenance.

COM systems  revenues for the six months ended March 31,1997,  decreased by $4.3
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   primarily  due  to  product  mix  and  the  result  of  manufacturing
efficiencies realized during fiscal 1997.

Digital  systems  revenues for the six months  ended March 31,  1997,  were $4.2
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 $2.4
million in revenues.  There were no digital  systems sold for the same period of
the prior year.

Micrographics  supplies  revenues  for the six  months  ended  March  31,  1997,
decreased $11.5 million compared to the same period of the prior year. The major
product categories experiencing the expected decrease in revenue include readers
and reader/printers ($3.9 million), original COM film ($1.5 million),  duplicate
film ($2.3 million) and micrographics  accessories ($1.8 million). Gross margins
as a percentage of revenue increased one percentage point as a result of changes
in product mix.

Magnetic media revenues for the six months ended March 31, 1997,  decreased $9.0
million  compared  to the same  period of the  prior  year.  The  major  product
categories  experiencing  the  expected  decrease in revenue  include  3480 tape
cartridges ($3.6 million), open reel tape ($2.6 million) and TK 50/52 tape ($2.0
million).  Gross  margins as a percentage of revenue  increased  slightly due to
increases  in sales price on selected  products  and  increased  sales of higher
margin products.

Liquidity and Capital Resources

During the period  ended March 31, 1997 Anacomp  completed  the  refinancing  of
substantially  all  of  its  significant  debt  obligations  (see  Note 9 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 has also been  significantly  reduced 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 1997 and $14
million  due in fiscal  1999.  As of March 31,  1997,  the  current  portion  of
long-term  debt was $3.7 million as compared to $31.8  million at September  30,
1996.



Anacomp's  working  capital at March 31, 1997,  excluding the current portion of
long-term  debt, was $32.3  million,  compared to $26.4 million at September 30,
1996. Net cash provided by operating  activities was $15.7 million for the first
six months of fiscal 1997,  compared to $32.9  million in the  comparable  prior
period.  The largest component of the decrease was a $10 million pay down of the
company's trade credit facility with SKC. Net cash used in investing  activities
was $21.2  million in the  current  period,  compared  to net cash  provided  by
investing  activities of $11.0  million in the  comparable  prior  period.  This
change was  primarily  the result of the Company using $16.5 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 $2.2
million during the current period, as compared to the prior year.

Net cash used in  financing  activities  decreased  to $7.0  million for the six
months ended March 31, 1997,  compared to $13.7 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 $31.3 million of cash.

The Company's cash balance (including  restricted cash) as of March 31, 1997 was
$36.6 million, compared to $47.8 million at September 30, 1996, primarily due to
cash used in the Company's debt refinancing  transactions.  The Company also has
full  availability  on its $25  million  revolving  credit  facility,  which was
undrawn at March 31, 1997.

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 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  issued  two
pronouncements  related to the  calculation and disclosure of Earnings Per Share
information.  These  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 March 31, 1997. Due to
the Company's recent operating losses,  adoption of these  pronouncements is not
expected to have a significant effect on the Company's financial statements.












<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES


                           PART II: OTHER INFORMATION



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
March 31, 1997





<PAGE>


                                   SIGNATURES



Pursuant to the  requirements  of the  Securities  and 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

Donald L. Viles
Executive Vice President and
  Chief Financial Officer


Dated this 12th day of May, 1997