SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


      (Mark One)
      [ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934.
            For the quarterly period ended March 31, 1999

                                       or

      [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
            EXCHANGEACT OF 1934.
            For the transition period from  ____________ to____________


                         Commission file number: 1-8328


                                  Anacomp, Inc.
                   (Exact Name of Registrant as Specified in Its Charter)


      Indiana                                         35-1144230
(State or Other Jurisdiction of                     (I.R.S. Employer
 Incorporation or Organization)                    Identification No.)



                12365 Crosthwaite Circle, Poway, California 92064
                                 (619) 679-9797
   (Address, Including Zip Code, and Telephone Number, Including Area Code, of 
                          Principal Executive Offices)


      Indicate by check mark whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes     X     No        

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

      As of April 30, 1999, the number of outstanding shares of the registrant's
common stock, $.01 par value per share, was 14,214,860.



<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                                      INDEX



  PART I.    FINANCIAL INFORMATION                                 Page
  Item 1.    Financial Statements.

                Condensed Consolidated Balance Sheets at
                   March 31, 1999 and September 30, 1998.......     2

                Condensed Consolidated Statements of Operations
                   Three Months Ended March 31, 1999 and 1998..     3

                Condensed Consolidated Statements of Operations
                   Six Months Ended March 31, 1999 and 1998....     4

                Condensed Consolidated Statements of Cash Flows
                   Six Months Ended March 31, 1999 and 1998....     5

                Condensed Consolidated Statements of                     
                   Stockholders' Equity (Deficit) Six Months      
                   Ended March 31, 1999........................     6

                Condensed Consolidated Statements of                     
                   Stockholders' Equity (Deficit) Three and Six   
                   Months Ended March 31, 1999.................     6

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

  Item 2.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.........     10


  Item 3.    Quantitative and Qualitative Disclosures About       
             Market Risk.......................................     16


  PART II.   OTHER INFORMATION                                           

  Item 1.    Legal Proceedings.................................     17

  Item 2.    Changes in Securities and Use of Proceeds.........     17

  Item 4.    Submission of Matters to a Vote of Security Holders    17

  Item 6.    Exhibits and Reports on Form 8-K..................     17

  SIGNATURES..................................................      18



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                    March 31,      September 30,
(in thousands)                                         1999           1998
                                                   -------------  -------------
<S>                                                    <C>            <C>    
Assets                                              
Current assets:
   Cash and cash equivalents                           $13,621        $17,721
   Restricted cash                                         902          4,285
   Accounts and notes receivable, net                   63,411         63,288
   Current portion of long-term receivables, net         5,860          5,642
   Inventories                                          16,943         16,485
   Net assets of discontinued operations                28,612         29,939
   Prepaid expenses and other                            9,420         10,269
                                                   -------------  -------------
Total current assets                                   138,769        147,629

Property and equipment, net                             43,271         35,092
Long-term receivables, net of current portion            7,540          9,002
Excess of purchase price over net assets of                                    
   businesses acquired                                             
   and other intangibles, net                          118,664        120,654
Reorganization value in excess of identifiable                                 
   assets, net                                          44,819         83,819
Other assets                                            15,076         15,641
                                                   -------------  -------------
                                                      $368,139       $411,837
                                                   =============  =============
</TABLE>
<TABLE>
<CAPTION>

Liabilities and Stockholders' Equity (Deficit)
<S>                                                      <C>            <C>    
Current liabilities:
   Current portion of long-term debt                    $1,089         $1,152
   Accounts payable                                     18,526         28,961
   Accrued compensation, benefits and withholdings      17,117         17,327
   Accrued income taxes                                 15,281         15,197
   Accrued interest                                     21,193         18,158
   Other accrued liabilities                            37,018         39,650
                                                   -------------  -------------
Total current liabilities                              110,224        120,445
                                                   -------------  -------------

Long-term debt, net of current portion                 338,530        338,884
                                                   -------------  -------------

Stockholders' equity (deficit):
   Preferred stock                                          --             --
   Common stock                                            142            143
   Capital in excess of par value                      108,463        109,486
   Cumulative translation adjustment (from May 31,                             
     1996)                                              (2,261)           447
   Accumulated deficit (from May 31, 1996)            (186,959)      (157,568)
                                                   -------------  -------------
Total stockholders' deficit                            (80,615)       (47,492)
                                                   -------------  -------------
                                                      $368,139       $411,837
                                                   =============  =============

</TABLE>


              See the notes to the condensed consolidated financial statements


<PAGE>



                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                      --------------------------
(in thousands, except per share amounts)                 1999          1998
                                                      ------------  ------------
<S>                                                         <C>           <C>    
Revenues:
   Services provided                                     $73,838       $50,934
   Equipment and supply sales                             38,704        40,380
                                                      ------------  ------------
                                                         112,542        91,314
                                                      ------------  ------------
Operating costs and expenses:
   Costs of services provided                             45,228        28,608
   Costs of equipment and supplies sold                   23,952        27,425
   Selling, general and administrative expenses           23,385        22,948
   Amortization of reorganization asset                   17,946        17,808
   Amortization of intangible assets                       5,098         2,110
                                                      ------------  ------------
                                                         115,609        98,899
                                                      ------------  ------------

Operating loss from continuing operations                 (3,067)       (7,585)
                                                      ------------  ------------

Other income (expense):
   Interest income                                           691           554
   Interest expense and fee amortization                 (10,317)       (7,957)
   Other                                                    (860)         (401)
                                                      ------------  ------------
                                                         (10,486)       (7,804)
                                                      ------------  ------------
Loss before income taxes from continuing operations      (13,553)      (15,389)
Provision for income taxes                                 1,845         1,020
                                                      ------------  ------------
Loss from continuing operations                          (15,398)      (16,409)
Income from discontinued operations, net of income                              
   taxes                                                     520           554
                                                      ------------  ------------
Net loss                                                $(14,878)     $(15,855)
                                                      ============  ============

Basic loss per share from continuing operations           $(1.08)       $(1.18)
Basic income per share from discontinued operations          .04           .04
                                                      ------------  ------------
Basic net loss per share                                  $(1.04)       $(1.14)
                                                      ============  ============

Shares used  to compute basic income (loss) per                                 
   share                                                  14,233        13,873
                                                      ============  ============

</TABLE>












              See the notes to the condensed consolidated financial statements


<PAGE>



                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                          Six Months Ended
                                                              March 31,
                                                      --------------------------
(in thousands, except per share amounts)                 1999          1998
                                                      ------------  ------------
Revenues:
<S>                                                         <C>         <C>
   Services provided                                    $149,323       $99,440
   Equipment and supply sales                             77,584        84,348
                                                      ------------  ------------
                                                         226,907       183,788
                                                      ------------  ------------
Operating costs and expenses:
   Costs of services provided                             90,826        56,267
   Costs of equipment and supplies sold                   48,977        57,377
   Selling, general and administrative expenses           47,827        44,558
   Amortization of reorganization asset                   35,891        35,616
   Amortization of intangible assets                       9,634         4,678
                                                      ------------  ------------
                                                         233,155       198,496
                                                      ------------  ------------

Operating loss from continuing operations                 (6,248)      (14,708)
                                                      ------------  ------------

Other income (expense):
   Interest income                                         1,079         1,339
   Interest expense and fee amortization                 (20,278)      (15,878)
   Other                                                    (631)         (571)
                                                      ------------  ------------
                                                         (19,830)      (15,110)
                                                      ------------  ------------
Loss before income taxes from continuing operations      (26,078)      (29,818)
Provision for income taxes                                 4,122         2,414
                                                      ------------  ------------
Loss from continuing operations                          (30,200)      (32,232)
Income from discontinued operations, net of income                              
   taxes                                                     809         1,009
                                                      ------------  ------------
Net loss                                                $(29,391)     $(31,223)
                                                      ============  ============

Basic loss per share from continuing operations           $(2.12)       $(2.33)
Basic income per share from discontinued operations          .06           .07
                                                      ------------  ------------
Basic net loss per share                                  $(2.06)       $(2.26)
                                                      ============  ============

Shares used  to compute basic income (loss) per                                 
   share                                                  14,250        13,843
                                                      ============  ============

</TABLE>












              See the notes to the condensed consolidated financial statements


<PAGE>



                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                          Six Months Ended
                                                             March 31,
                                                     ---------------------------
(in thousands)                                           1999          1998
                                                     ------------- -------------
Cash flows from operating activities:
<S>                                                    <C>              <C>    
   Net loss                                            $(29,391)     $(31,223)
   Adjustments to reconcile net loss to net                                     
     cash provided by (used in) continuing                                      
     operations:                                                                
    Income from discontinued operations                    (809)       (1,009)
    Depreciation and amortization                        55,106        47,410
    Non-cash compensation                                   573           502
    Non-cash charge in lieu of taxes                      3,108         2,290
      Restricted cash requirements                        3,383         3,381
      (Gain) loss on sale of assets                        (618)          110
      Change in assets and liabilities net of                                   
    effects from acquisitions:                                                  
      Increase in accounts and long-term                                        
        receivables                                      (1,296)       (6,453)
      Decrease (increase) in inventories and                                    
        prepaid expenses                                    223          (273)
      Increase in other assets                             (937)       (1,212)
      Decrease in accounts payable and accrued                                  
        expenses                                        (12,147)      (20,190)
      Decrease in other noncurrent liabilities             (371)         (512)
                                                     ------------- -------------
     Net cash provided by (used in)                                      
     continuing operations                               16,824        (7,179)
     Net operating cash provided by discontinued                               
     operations                                           2,278         3,077
                                                     ------------- -------------
     Net cash provided by (used in)                                      
     operating activities                                19,102        (4,102)
                                                     ------------- -------------
Cash flows from investing activities:
   Purchases of property, plant and equipment           (14,384)       (4,780)
   Capital expenditures of discontinued operations         (165)         (676)
   Proceeds from sale of assets                           2,732            --
   Payments to acquire companies and customer                                   
     rights                                              (9,533)      (15,570)
                                                     ------------- -------------
      Net cash used in investing activities             (21,350)      (21,026)
                                                     ------------- -------------
Cash flows from financing activities:
   Proceeds from the exercise of options and                                    
     warrants                                               382         1,102
   Proceeds from employee stock purchases                   782           905
   Purchases of common stock                             (2,188)           --
   Principal payments on long-term debt                    (337)       (3,698)
                                                     ------------- -------------
      Net cash used in financing activities              (1,361)       (1,691)
                                                     ------------- -------------
Effect of exchange rate changes on cash                    (491)         (438)
                                                     ------------- -------------
Decrease in cash and cash equivalents                    (4,100)      (27,257)
Cash and cash equivalents at beginning of period         17,721        58,060
                                                     ------------- -------------
Cash and cash equivalents at end of period              $13,621       $30,803
                                                     ============= =============
Supplemental Information:
  Cash paid for interest                                $15,712       $14,443
                                                     ============= =============
  Cash paid for income taxes                             $3,127        $2,292
                                                     ============= =============
  Assets acquired by assuming liabilities                  $490          $883
                                                     ============= =============

</TABLE>

              See the notes to the condensed consolidated financial statements


<PAGE>



                         ANACOMP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
                                EQUITY (DEFICIT)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                        Cap.                                  
                                      in        Cum.
(in thousands)               Common  excess of  Translation Accum.
                              Stock   par value    Adj.     Deficit    Total
                             -------------------------------------------------
<S>                            <C>        <C>         <C>      <C>       <C>
Balance at September 30,        $143   $109,486       $447 $(157,568)$(47,492)
1998
Common stock issued for the
exercise                          --        382         --        --      382
of options and warrants
Common stock issued for
employee stock purchases           1        781         --        --      782
Common stock purchased           (2)    (2,186)         --        --  (2,188)
Cumulative translation            --         --    (2,708)        --  (2,708)
adjustment
Net loss for six months           --         --         --  (29,391) (29,391)
                             -------------------------------------------------
Balance at March 31, 1999       $142   $108,463   $(2,261) $(186,959)$(80,615)
                             =================================================

</TABLE>









                         ANACOMP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
                                  INCOME (LOSS)
                                   (Unaudited)
<TABLE>
<CAPTION>
 
                                           Three Months Ended
                                                March 31,
                                        ---------------------------
     (in thousands)                         1999          1998
                                        ------------- -------------
<S>                                          <C>            <C>     
     Net loss                             $(14,878)     $(15,855)
     Translation adjustment                 (2,367)          488
                                        ------------- -------------
     Comprehensive loss                   $(17,245)     $(15,367)
                                        ============= =============
</TABLE>


<TABLE>
<CAPTION>

                                             Six Months Ended
                                                March 31,
                                        ---------------------------
     (in thousands)                         1999          1998
                                        ------------- -------------
<S>                                          <C>            <C>       
     Net loss                             $(29,391)     $(31,223)
     Translation adjustment                 (2,708)         (119)
                                        ------------- -------------
     Comprehensive loss                   $(32,099)     $(31,342)
                                        ============= =============
</TABLE>



              See the notes to the condensed consolidated financial statements


<PAGE>



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

Note 1.  Basis of Presentation

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of Anacomp,  Inc.  ("Anacomp" or the  "Company")  and its  wholly-owned
subsidiaries.  All significant  intercompany accounts and transactions have been
eliminated. These financial statements have not been audited but, in the opinion
of the Company's management,  include all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the Company's financial
position, results of operations, and cash flows for all periods presented. These
financial  statements should be read in conjunction with the Company's financial
statements and notes thereto for the year ended September 30, 1998,  included in
the Company's 1998 Annual Report on Form 10-K. Interim operating results are not
necessarily indicative of operating results for the full year.

Note 2.  Management Estimates and Assumptions

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

Note 3.  Reorganization Asset

As of May 31, 1996, the Company adopted Fresh Start Reporting, which resulted in
material changes to the consolidated  balance sheet - including the valuation of
assets,  intangible  assets,  and  liabilities  at fair  market  value,  and the
valuation of equity based on the appraised  reorganization  value of the ongoing
business.  The net result of the valuations  was that the Company  recognized an
asset  captioned   "Reorganization  value  in  excess  of  identifiable  assets"
("Reorganization  Asset")  totaling  $267.5  million as of May 31, 1996.  Net of
accumulated  amortization,  the Reorganization  Asset was $47.2 million at March
31, 1999. Of this amount,  $2.4 million was allocated to the Magnetics Solutions
Group  division (the  "Magnetics  Division")  and was included in "Net assets of
discontinued  operations".  The  Reorganization  Asset is being amortized over a
three  and  one-half  year  period  beginning  May 31,  1996  and  will be fully
amortized by November 30, 1999.

Reorganization  Asset  amortization  was $37.8 million and $37.5 million for the
six-month periods ended March 31, 1998 and 1998, respectively. Of these amounts,
$1.9 million was allocated to discontinued  operations in each period.  On a pro
forma basis for the six-month  periods ended March 31, 1999 and 1998,  excluding
Reorganization  Asset amortization,  the Company would have reported income from
continuing  operations  of $5.7 million and $3.4  million,  basic net income per
share of $0.40 and $0.24,  and  diluted net income per share of $0.37 and $0.23,
respectively.

Note 4.  Comprehensive Income

The Company adopted Financial  Accounting Standards Board ("FASB") Statement No.
130 Reporting  Comprehensive  Income - effective October 1, 1998. This statement
requires the presentation of comprehensive  income,  as defined,  as part of the
basic financial statements.  Comprehensive income includes all changes in equity
during a period except those resulting from investments by and  distributions to
owners.


<PAGE>


Note 5.  First Image Acquisition

Effective   June  1,  1998,   the  Company   completed  its   acquisition   (the
"Acquisition")  of assets  constituting  substantially  all of the  business and
operations  (the "First Image  Businesses")  of First Image  Management  Company
("First Image"), a division of First Financial Management  Corporation ("FFMC"),
which in turn is a wholly owned  subsidiary of First Data  Corporation  ("FDC").
The Company also assumed  substantially  all of the ongoing  liabilities  of the
First  Image  Businesses.  The  purchase  price paid by the  Company to FFMC was
$150.0 million, although a post-closing adjustment resulted in FFMC returning to
the Company  $4.4  million to reflect a  shortfall  in the  agreed-upon  working
capital for the First Image  Businesses.  The Acquisition was accounted for as a
purchase and the excess of the purchase  price over the estimated  fair value of
net assets  acquired  (referred to as "goodwill")  approximated  $100.0 million,
which is being amortized over a 15-year period on a straight-line basis.

The First Image  Businesses  consisted of (i) image access  services,  primarily
Computer Output to Microfilm  ("COM") and Compact Disc ("CD") services (the "IAS
Business"),  (ii) document print and  distribution  services such as laser print
and mail and  demand  publishing  services  (the  "DPDS  Business"),  and  (iii)
document acquisition services such as health care and insurance claims entry and
data capture services (the "DAS  Business").  The Company sold the DPDS Business
and the DAS Business during the three-month period ended September 30, 1998. The
Company  retained and continues to operate the IAS Business,  whose revenues and
earnings are included in the Company's  results of operations for the six months
ended March 31, 1999.

Note 6.  Inventories
<TABLE>
<CAPTION>
                                                   March 31,    September
                                                                   30,
                                                  -------------------------
                                                      1999        1998
                                                  -------------------------
<S>                                                    <C>            <C>    
  Finished goods                                      $9,410       $9,248
  Work in process                                      1,539        2,071
  Raw materials and supplies                           5,994        5,166
                                                  -------------------------
                                                     $16,943      $16,485
                                                  =========================
</TABLE>

Note 7.  Income Taxes

The Company's  amortization  of the  Reorganization  Asset is not deductible for
income tax  purposes.  Accordingly,  the Company  incurs income tax expense even
though it reports a pre-tax loss due to such amortization.

For the six months ended March 31, 1999 and 1998, income tax expense is reported
for the  Company  based upon an  estimated  effective  tax rate of 42% of pretax
income before amortization of the Reorganization Asset. For the six months ended
March 31,  1999 and 1998,  the  limited  tax  benefit  of the U.S.  Federal  net
operating loss  carryforwards  ("NOL") of the Company resulted in a reduction of
$3.3 million and $2.4 million,  respectively,  in the  Company's  Reorganization
Asset and did not reduce income tax expense.

Note 8.  Loss Per Share

Basic earnings per share is computed  based upon the weighted  average number of
shares of the Company's common stock  outstanding  during the period  presented.
Diluted earnings per share is computed based upon the weighted average number of
shares of common stock outstanding and dilutive common stock equivalents  during
the period presented. Common stock equivalents include options granted under the
Company's  stock  option  plans using the  treasury  stock  method and shares of
common stock  expected to be issued under the Company's  employee stock purchase
plan.  Common stock  equivalents were not used to calculate diluted earnings per
share because of their anti-dilutive  effect.  There are no reconciling items in
calculating  the numerator  for basic and diluted  earnings per share for any of
the periods presented.


<PAGE>


Note 9.  Acquisitions

During the six months  ended March 31, 1999,  the Company  acquired the customer
bases and other specified assets of eight businesses.  Total  consideration paid
at closing was $9.5 million, of which approximately $7.0 million was assigned to
goodwill.  Three of the acquisition agreements include provisions for contingent
cash payments of up to approximately $700,000 in the aggregate.

Note 10.  Subsequent Event - Sale of Magnetics Solutions Division

In  February  1999,  the  Company  adopted a plan to  dispose  of its  Magnetics
Division,  and on April 28, 1999, the Company  signed a definitive  agreement to
sell the Magnetics  Division for a purchase  price of up to $47.5  million.  The
price  includes  $40.0 million in cash at closing,  a $5.0 million  subordinated
note, and incentive  payments of up to $2.5 million based upon sales of magnetic
media  products  to the  Company's  customer  base over the next two years.  The
transaction,  which is contingent  upon  financing and regulatory  approval,  is
expected to close within 45 days of the signing of the Definitive Agreement. The
Company expects to recognize a gain before taxes in excess of $10 million in the
third quarter as a result of the sale.

The  assets  and  liabilities  of the  Magnetics  Division  have  been  reported
separately  as  "Net  assets  of  discontinued   operations"  in  the  condensed
consolidated  balance  sheet as of March 31, 1999.  The  condensed  consolidated
balance sheet as of September  30, 1998 has been restated to provide  consistent
information.  The net assets of the Magnetics Division are summarized as follows
(in thousands):
<TABLE>
<CAPTION>

                                                             September
                                            March 31,           30,
                                               1999             1998
                                           -------------    -------------
<S>                                             <C>              <C>    
Accounts and notes receivable                 $15,386          $15,821
Inventories                                    12,166           12,133
Property and equipment                          6,121            6,657
Reorganization value in excess of                                        
identifiable assets                             2,359            4,412
Other assets                                      178              232
Accounts payable and other accrued                                       
liabilities                                    (7,598)          (9,316)
                                           -------------    -------------
Net assets                                    $28,612          $29,939
                                           =============    =============
</TABLE>


Similarly,  the  results  of  operations  of the  Magnetics  Division  have been
reported  separately  as "Income  from  discontinued  operations,  net of income
taxes" in the condensed  consolidated  statements of operations  for the periods
ended March 31, 1999 and 1998.

The operating  results of the discontinued  operations are summarized as follows
(in thousands):
<TABLE>
<CAPTION>

                         Three Months Ended            Six Months Ended
                             March 31,                    March 31,
                     ---------------------------  ---------------------------
                         1999          1998           1999          1998
                     -------------  -----------   -------------  ------------
<S>                      <C>            <C>            <C>            <C>        
Revenues               $25,962        $26,279       $50,544        $51,619
                     =============  ===========   =============  ============

Operating income        $1,579         $1,634        $2,763         $3,094
Income taxes             1,059          1,080         1,954          2,085
                     -------------  -----------   -------------  ------------
Net income                $520           $554          $809         $1,009
                     =============  ===========   =============  ============

</TABLE>


<PAGE>


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

Certain  statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of  Operations"  constitute  "forward-looking  statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other  important  factors that could cause the actual  results,  performance  or
achievements of the Company,  or industry results, to differ materially from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such  risks,  uncertainties  and  other  important
factors  include,  among  others:  general  economic  and  business  conditions;
industry  trends;  industry  capacity;  competition;  raw  materials  costs  and
availability;  currency  fluctuations;  the loss of any significant customers or
suppliers;  changes in business  strategy or  development  plans;  availability,
terms and deployment of capital;  availability of qualified  personnel;  changes
in, or the failure or inability to comply with, government regulation; and other
factors referenced in this report. These  forward-looking  statements speak only
as of the date of this report.

Pro Forma Statements of Operations

      As of May 31,  1996,  the Company  adopted  Fresh Start  Reporting,  which
resulted in material  changes to the  consolidated  balance sheet. See Note 3 to
the accompanying  Condensed  Consolidated Financial Statements for a description
of the Company's  Reorganization  Asset. To facilitate a better understanding of
the Company's  operating  performance  after the  Reorganization  Asset is fully
amortized,  pro forma  condensed  consolidated  statements of operations for the
three and six months  ended March 31, 1999 and 1998 have been  presented  below.
The  only  difference  from  the  Company's  reported  results  is a  pro  forma
adjustment to exclude the amortization of the Reorganization Asset.

           PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>

                                          Three Months Ended March 31,
                                      --------------------------------------
(in thousands, except per share              1999               1998
amounts)
                                      --------------------------------------
<S>                                        <C>     <C>        <C>     <C>    
Revenues                                $112,542  100.0%    $91,314  100.0%
                                      ------------       ------------

Cost of sales                             69,180   61.5%     56,033   61.4%
Selling, general and administrative                                         
   expenses                               23,385   20.8%     22,948   25.1%
Amortization of intangible assets          5,098    4.5%      2,110    2.3%
                                      ------------       ------------
Total operating costs and expenses        97,663   86.8%     81,091   88.8%
                                      ------------       ------------

Operating income from continuing                                            
   operations                             14,879   13.2%     10,223   11.2%
Interest expense and other                10,486    9.3%      7,804    8.6%
                                      ------------       ------------
Income before income taxes from
   continuing operations                   4,393    3.9%      2,419    2.6%
Provision for income taxes                 1,845    1.6%      1,020    1.1%
                                      ------------       ------------
Income from continuing operations          2,548    2.3%      1,399    1.5%
Income from discontinued operations        1,464              1,492
                                      ------------       ------------
Net income                                $4,012             $2,891
                                      ============       ============

Basic income from continuing                                                
   operations per share                    $0.18              $0.10         
                                      ============       ============
Diluted income from continuing                                              
   operations per share                    $0.17              $0.09         
                                      ============       ============

Shares used to compute basic income                                         
   per share                              14,233             13,873         
                                      ============       ============

Shares used to compute diluted                           
   income per share                       15,183             14,823
                                      ============       ============
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                           Six Months Ended March 31,
                                      --------------------------------------
(in thousands, except per share              1999               1998
amounts)
                                      --------------------------------------
<S>                                        <C>     <C>        <C>     <C>    
Revenues                                $226,907  100.0%   $183,788  100.0%
                                      ------------       ------------

Cost of sales                            139,803   61.6%    113,644   61.8%
Selling, general and administrative                                         
   expenses                               47,827   21.1%     44,558   24.2%
Amortization of intangible assets          9,634    4.2%      4,678    2.6%
                                      ------------       ------------
Total operating costs and expenses       197,264   86.9%    162,880   88.6%
                                      ------------       ------------

Operating income from continuing                                            
   operations                             29,643   13.1%     20,908   11.4%
Interest expense and other                19,830    8.8%     15,110    8.2%
                                      ------------       ------------
Income before income taxes from
   continuing operations                   9,813    4.3%      5,798    3.1%
Provision for income taxes                 4,122    1.8%      2,414    1.3%
                                      ------------       ------------
Income from continuing operations          5,691    2.5%      3,384    1.8%
Income from discontinued operations        2,698              2,883
                                      ------------       ------------
Net income                                $8,389             $6,267
                                      ============       ============

Basic income from continuing                                                
   operations per share                    $0.40              $0.24         
                                      ============       ============
Diluted income from continuing                                              
   operations per share                    $0.37              $0.23         
                                      ============       ============

Shares used to compute basic income                                         
   per share                              14,250             13,843         
                                      ============       ============

Shares used to compute diluted                                              
   income per share                       15,200             14,793         
                                      ============       ============
</TABLE>

Results of Operations

Three Months Ended March 31, 1999 vs. Three Months Ended March 31, 1998

      General. Anacomp reported a net loss of $14.9 million for the three months
ended  March 31,  1999,  compared  to a net loss of $15.9  million for the three
months  ended  March  31,  1998.  Earnings  from  continuing  operations  before
interest,  other income,  taxes,  depreciation and amortization  ("EBITDA") were
$24.7 million, or 22.0% of revenues,  for the three months ended March 31, 1999.
This  compares to EBITDA of $16.7  million,  or 18.3% of revenues  for the three
months ended March 31, 1998.

      Revenues.  The Company's  continuing  revenues  increased 23.2% from $91.3
million for the three  months ended March 31,  1998,  to $112.5  million for the
three months ended March 31, 1999. The Company experienced increased revenues of
$22.8 million in its Outsource  Services business line primarily  resulting from
the  acquisition  of the  First  Image IAS  Business  ("IAS  Business")  and the
inclusion of the IAS  Business  operating  results for the three  months  ending
March 31,  1999.  Digital  service  revenues,  which are  included in  Outsource
Services, also increased significantly with quarterly revenues of $5.9 million.

      The Company  experienced  increases in revenues of $3.2 million, or 33.0%,
in Output  Systems for the  three-month  period ended March 31, 1999 compared to
the  comparable  period ended March 31,  1998.  Of this  increase,  $1.3 million
represented  sales of COM Systems and $1.9 million  represented sales of Digital
Solutions.  Offsetting  this increase was a $4.4 million  decline,  or 15.3%, in
Micrographics Supplies revenues. The decrease in Micrographics Supplies revenues
was  the  result  of the  Company's  discontinuance  of the  sale  of  duplicate
microfilm to the  reseller  market,  as well as declining  sales of original COM
microfilm and duplicate microfilm, which is consistent with long-term trends.


<PAGE>


      Gross  Margins.  The Company's  gross margins  increased  22.9% from $35.3
million  (38.6% of revenues) for the three months ended March 31, 1998, to $43.4
million  (38.5% of revenues)  for the three  months ended March 31, 1999.  Total
gross margins,  as a percentage of revenue,  remained level with the prior year.
Outsource Service margins, as a percentage of revenue,  decreased 4.8 percentage
points from 1998 to 1999  principally  because of decreases  in average  selling
prices for  Outsource  Service  business  and because of costs  incurred for the
consolidation  of IAS  Business  data  centers.  This  decrease  was  offset  by
increased  gross margin  percentages  for COM  Systems,  Digital  Solutions  and
Micrographics Supplies.

      Included in the cost of sales and services are  engineering  costs of $2.2
million and $2.5 million for the  three-month  periods  ended March 31, 1999 and
1998,  respectively.  Of those amounts,  $1.7 million and $0.9 million for those
periods,   respectively,   represent   research   and   development   activities
predominantly  related  to  digital  products.  The  remaining  portion  of  the
engineering  costs  represents  support costs for the Company's  current product
offerings.

      Selling,  general  and  administrative  expenses.   Selling,  general  and
administrative  ("SG&A")  expenses  increased  1.9% from $22.9 million (25.1% of
revenues) for the three months ended March 31, 1998 to $23.4  million  (20.8% of
revenues) for the three months ended March 31, 1999.  This increase is primarily
the result of operating  costs of the IAS  Business and of costs  related to new
strategic  marketing  initiatives.  SG&A costs,  as a  percentage  of  revenues,
decreased  4.3  percentage  points  primarily  because of the added IAS Business
sales volume.

      Amortization  of intangible  assets.  Amortization  of  intangible  assets
increased 141.6% from $2.1 million (2.3% of revenues) for the three months ended
March 31, 1998,  to $5.1 million  (4.5% of revenues)  for the three months ended
March 31, 1999. This increase is principally  the result of the  amortization of
goodwill  associated  with the IAS Business  acquisition in fiscal year 1998 and
the eight acquisitions completed in fiscal year 1999.

      Interest  Expense.  Interest expense increased 29.7% from $8.0 million for
the three  months  ended  March 31, 1998 to $10.3  million for the three  months
ended March 31, 1999. This increase was the result of additional borrowings used
to finance the IAS Business acquisition.

      Provision for Income Taxes.  The Company's  effective tax rate remained at
42% of taxable income for both periods presented. See Note 7 to the accompanying
Condensed Consolidated Financial Statements for further discussion.

Six Months Ended March 31, 1999 vs. Six Months Ended March 31, 1998

      General.  Anacomp  reported a net loss of $29.4 million for the six months
ended March 31, 1999, compared to a net loss of $31.2 million for the six months
ended March 31, 1998.  EBITDA was $49.2 million,  or 21.7% of revenues,  for the
six months ended March 31, 1999.  This compares to EBITDA of $33.9  million,  or
18.4% of revenues for the six months ended March 31, 1998.

      Revenues.  The Company's  continuing  revenues increased 23.5% from $183.8
million for the six months ended March 31, 1998,  to $226.9  million for the six
months ended March 31, 1999. The Company experienced increased revenues of $49.8
million in its Outsource  Services  business line while  experiencing  decreased
revenues of $8.1 million in its Micrographic Supplies product line.

      The increase in Outsource  Service  revenues  resulted  primarily from the
June 1, 1998  acquisition  of IAS  Business and the  inclusion of its  operating
results for the six months  ending March 31,  1999.  Digital  Service  revenues,
which are included in Outsource Services,  also increased significantly with six
month revenues of $13.2 million.

      The  decrease in  Micrographics  Supplies  revenues  was the result of the
Company's  discontinuance  of the sale of  duplicate  microfilm  to the reseller
market,  as well as declining  sales of original  COM  microfilm  and  duplicate
microfilm, which is consistent with long-term trends.

<PAGE>

      Gross  Margins.  The Company's  gross margins  increased  24.2% from $70.1
million  (38.2% of revenues)  for the six months ended March 31, 1998,  to $87.1
million  (38.4% of revenues) for the six months ended March 31, 1999.  Outsource
Service  margins,  as a percentage of revenue,  decreased 3.8 percentage  points
from 1998 to 1999 principally because of decreases in average selling prices for
Outsource  Service business and because of costs incurred for the  consolidation
of IAS Business data centers. This decrease was offset by increased gross margin
percentages for COM Systems and Micrographics Supplies.

      Included in the cost of sales and services are  engineering  costs of $4.4
million and $5.0  million  for the  six-month  periods  ended March 31, 1999 and
1998,  respectively.  Of those amounts,  $3.0 million and $1.9 million for those
periods represent research and development  activities  predominantly related to
digital  products.  The remaining  portion of the engineering  costs  represents
support costs for the Company's current product offerings. The Company's digital
research and development activities have increased to an annual spending rate of
$6.5 million in fiscal 1999 compared to $2.5 million in the prior year.

      Selling, general and administrative expenses. SG&A expenses increased 7.3%
from $44.6  million  (24.2% of revenues) for the six months ended March 31, 1998
to $47.8  million  (21.1% of revenues)  for the six months ended March 31, 1999.
This increase resulted primarily from operating costs of the IAS Business.  SG&A
costs, as a percentage of revenues,  decreased 3.1 percentage  points  primarily
because of the added IAS Business sales volume.

      Amortization  of intangible  assets.  Amortization  of  intangible  assets
increased  105.9% from $4.7 million  (2.6% of revenues) for the six months ended
March 31,  1998,  to $9.6 million  (4.2% of  revenues)  for the six months ended
March 31,  1999.  This  increase is  primarily  related to the  amortization  of
goodwill  associated  with the IAS Business  acquisition in fiscal year 1998 and
the eight acquisitions completed in fiscal year 1999.

      Interest Expense.  Interest expense increased 27.7% from $15.9 million for
the six months  ended March 31, 1998 to $20.3  million for the six months  ended
March 31, 1999.  This increase was the result of additional  borrowings  used to
finance the acquisition of IAS Business.

      Provision for Income Taxes.  The Company's  effective tax rate remained at
42% of taxable income for both periods presented. See Note 7 to the accompanying
Condensed Consolidated Financial Statements for further discussion.

Liquidity and Capital Resources

      Anacomp's working capital at March 31, 1999 was $28.5 million, compared to
$27.2 million at September 30, 1998.  Net cash provided by operating  activities
was $19.1 million for the six months ended March 31, 1999,  compared to a use of
$4.1 million in the comparable  prior period.  The current period benefited from
an increase in  depreciation  and  amortization of  approximately  $7.7 million,
which was primarily the result of increased goodwill and depreciable assets from
the  IAS  Business  acquisition.  The  remainder  of  the  improvement  resulted
primarily from a $13.3 million  improvement  in the use of working  capital from
the prior year,  specifically  with respect to accounts  receivable  and current
liabilities.

      Net cash used in  investing  activities  was $21.4  million in the current
period,  compared to $21.0 million in the comparable prior period.  The decrease
in  capital  used to  acquire  companies  and  customer  rights,  along with the
proceeds  from the sale of  businesses,  was  offset by an  increase  in capital
expenditures that were primarily used to integrate the IAS Business.

      Net cash used in financing  activities  decreased  approximately  $330,000
during the six months  ended March 31,  1999 with  respect to the same period in
the prior year. During the current period the issuance of common stock decreased
by  $843,000  and the  Company  repurchased  $2.2  million of common  stock.  In
addition, principal payments on long-term debt decreased by $3.4 million.

<PAGE>

      The Company's  cash balance  (including  restricted  cash) as of March 31,
1999 was $14.5  million  compared to $22.0  million at September  30, 1998.  The
Company also has available an $80 million revolving credit facility.  There were
no amounts outstanding under revolving credit facility as of March 31, 1999. The
Company  borrowed  $12.0  million  on April 1,  1999 to fund the  $18.2  million
semi-annual interest payment on its 10-7/8% Senior Subordinated Notes.

      The Company has  significant  debt  service  obligations.  As of March 31,
1999,  the  Company  had $335  million  of  10-7/8%  Senior  Subordinated  Notes
outstanding. The notes are due in April 2004. 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  generated  from
operations,  cash on hand,  cash to be received  from the sale of the  Magnetics
Division,  and cash  available  under  its  revolving  credit  facility  will be
sufficient to fund its debt service requirements,  acquisition  strategies,  and
working capital requirements in the foreseeable future.

Year 2000

      Anacomp  has  undertaken  a  comprehensive  "year  2000"  program  for the
products that it sells or  distributes in the  marketplace.  Under this program,
the Company has assessed all of its critical  software and hardware  products to
determine what remediation,  if any, is necessary for the proper  functioning of
these  systems in the year 2000 and  beyond.  The  Company  has worked  with its
outside suppliers to ensure that they will continue to support the products that
they supply to Anacomp for resale, including the performance by the suppliers of
any required  year 2000  remediation.  Anacomp has also analyzed and updated for
year  2000  purposes   certain  software  and  hardware  systems  that  it  uses
internally.  The  Company  continues  to  consider  year 2000 issues for all new
products  and services as well as those in  development  or included in business
acquisitions.

      State of Readiness.  Anacomp's  overall state of readiness can be assessed
by describing its specific readiness in four key areas,  namely its products and
services,  its suppliers' products and services,  its internal systems,  and its
products in development.

      Anacomp has completed the  assessment,  remediation  and year 2000 testing
phases  of  nearly  all  supported   products  and  services,   including  those
responsible  for  generating  the  material  portion  of its  revenues.  Anacomp
summarizes the status of each  completed  product or service in a written report
to the  Company's  year 2000  steering  committee for archiving in the Company's
year 2000 database.  These  processes have been reviewed and approved by a third
party consultant retained for this purpose.

      The  implementation  phase of the Company's year 2000 project depends upon
the response of the Company's  customers  who may require  upgrades or migration
paths.  Anacomp is in the process of communicating with identified customers and
has no reason to believe that all  customers  who require  upgrades or migration
will not receive them.  To this end,  Anacomp has offered and continues to offer
financial  incentives  to  encourage  early  responses  and to avoid peak demand
loads,  although  no  assurance  can be made  that  the  demand  will be  spread
sufficiently to eliminate  delays in  implementation.  Anacomp has also launched
its  "Analog as a Fail Safe"  campaign to educate  customers  about the value of
microfilm as a way to minimize the risk of the year 2000. Although customers may
divert  expenditures away from these microfilm products and services in order to
fund other year 2000 remediation, Anacomp encourages customers to consider these
products and services as a cost-effective  backup to digital storage because the
retrieval of data stored on microfilm does not require digital technology.

      Anacomp has  categorized  approximately  850 of its suppliers  into one of
four categories depending upon the criticality of the product or service and the
amount of time  necessary to implement  the  contingency  plans that Anacomp has
identified.  If a supplier  does not declare its  readiness to Anacomp in enough
time to permit implementation of its contingency plans before December 31, 1999,
Anacomp may replace the supplier, have the supplier hold additional inventory of
the supplier's products,  or implement  alternative  contingency plans depending
upon the product or service provided.


<PAGE>

      As of April 30, 1999,  Anacomp had received written responses to Anacomp's
year 2000 readiness  questionnaire  from  approximately 90% of the 165 suppliers
that  Anacomp  deems  critical to its  operations.  Anacomp has either  received
declarations  of  readiness  from,  or  established  contingency  plans for, all
critical suppliers.  For example,  Anacomp is currently interviewing alternative
sources of key products as part of its contingency planning but has no reason to
believe that any of its critical suppliers will not be ready in time.

      For those Anacomp  products that incorporate the products of a third party
supplier,  Anacomp  continues  to  request  that  its  suppliers  disclose  test
procedures and results. Anacomp has also requested that its vendors in the human
resources area, such as its retirement,  health and insurance providers, respond
in  writing  as to their  readiness,  but  there can be no  assurance  that such
vendors will either respond or achieve readiness in a timely fashion.

      Anacomp has identified all internal software and hardware products used in
its  corporate  headquarters  in  Poway,  California,  including  those  used to
assimilate and report financial  information and to handle billing,  collections
and electronic commerce.  In those instances where remediation or renovation was
required,  Anacomp has either completed or has nearly completed such remediation
or renovation. Anacomp is in the process of completing the documentation of such
efforts for its year 2000 archives.

      The Company  continues to develop new products and services and to acquire
new businesses.  Anacomp develops and tests each new product, sometimes with the
assistance of an outside  consultant,  for year 2000 readiness.  Businesses that
Anacomp  acquires,  such as First  Image,  are  subject to the same  assessment,
remediation, testing and implementation phases as those described above.

      Costs.  Total  expenditures  on its year 2000 project,  including costs of
outside  parties  such as  consultants  and  attorneys,  costs of  hardware  and
software  remediation,  and internal labor,  travel and out of pocket  expenses,
were  approximately $0.3 million and $2.3 million for fiscal year 1997 and 1998,
respectively,  and is estimated  to be $1.2  million in fiscal year 1999.  These
figures  include  estimates  from  the  engineering,  manufacturing,  legal  and
information technology departments of the Company.

      Risks.  There can be no  assurance  that the  Company  and its vendors and
suppliers will be able to identify all year 2000 issues before problems manifest
themselves or to complete all  remediation in the required time frame.  Further,
it is possible  that the future level of expenses in the  Company's  remediation
efforts could rise significantly.

      The Company  relies upon the  continuous  provision of services from third
parties such as electrical and telecommunication utilities around the world, and
the Company plans to enhance its electronic data transmission capabilities.  Any
sustained  disruption  of  service  or  capability  could  adversely  impact the
Company's  ability to operate its business.  Finally,  there can be no assurance
that,  if left  unremedied,  the products or services  that the Company sells or
distributes would remain competitive in the marketplace or the products that the
Company uses internally would not have a material effect upon the ability of the
Company to report its financial results.

      Contingency  Plans. In those  instances where the Company  determines that
year 2000  problems  with its  operational  facilities  may not be identified or
remediated in time, the Company believes that its business will still be able to
function without substantial interruption. For example, COM services provided in
a data center that  experiences  a loss of power due to a third party  utility's
failure to identify or remediate an isolated  year 2000 problem could be shifted
to another data center without substantial interruption. In addition, electronic
transmission  of data  could be  replaced  with  manual  delivery  of data  upon
completion of certain  modifications.  In those instances where an installed COM
customer  experiences a year 2000 problem while operating its own COM equipment,
Anacomp  could offer its COM services to the customer at one of its data centers
upon  completion  of  certain  modifications.  This  seamless  nature of many of
Anacomp's products and services forms the basis of Anacomp's ongoing contingency
planning.


<PAGE>




Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

      The Company does not have any significant financial instruments other than
fixed rate  indebtedness.  The general level of U.S.  interest rates,  the LIBOR
rate or both affects the  Company's  revolving  credit  facility.  However,  the
Company had no amounts outstanding under this revolving credit facility on March
31, 1999.



<PAGE>


PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.

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

      On August 29, 1997, Access Solutions  International,  Inc. ("ASI") filed a
complaint for patent infringement in the U.S. District Court,  District of Rhode
Island, against Data/Ware Development,  Inc. ("Data/Ware"),  of which Anacomp is
the successor by merger, and The Eastman Kodak Company ("Kodak").  The complaint
seeks injunctive relief and unspecified damages,  including attorney's fees, for
the alleged  infringement  by Data/Ware and Kodak of ASI's United States Letters
Patent No. 4,775,969 for "Optical Disk Storage Format,  Method and Apparatus for
Emulating a Magnetic  Tape Drive" and No.  5,034,914  for "Optical  Disk Storage
Method and  Apparatus  with  Buffered  Interface."  The  Company has assumed the
defense  of this  matter on behalf of both  Data/Ware  and Kodak,  although  the
Company  has  also  requested   indemnification   from  the  principal   selling
shareholder of Data/Ware.  Discovery in this matter continues, with any trial to
occur probably not before the third calendar quarter of 1999. Although there can
be no assurance as to the eventual outcome of this matter,  the Company believes
that it has numerous meritorious defenses and intends to pursue them vigorously.

Item 2.  Changes in Securities and Use of Proceeds.

(c) Unregistered  Securities - Pursuant to the 1996 Non-employee  Director Stock
Option  Plan  (Amended  and  Restated  as of  December  1,  1997),  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  three-month  period  ending  March 31,  1999,  an aggregate of 1,875
options was granted to  directors  in lieu of  aggregate  cash  compensation  of
$9,375.  The issuance of such options was effected in reliance  upon the private
placement exemption set forth in Section 4 (2) of the Securities Act of 1933, as
amended,  on the  basis of the  directors'  familiarity  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 $18.625 per share.

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

      At the Company's Annual Meeting of Shareholders  held on February 8, 1999,
the Company's shareholders:  (i) approved amendments to and a restatement of the
Company's  1996 Long-Term  Incentive  Plan to, among other matters,  increase by
1,000,000  the  number  of  shares  of  the  Company's   common  stock  issuable
thereunder,  by a vote of 8,908,639 shares in favor to 2,477,524  opposed,  with
2,461,977  shares  abstaining;  and (ii)  approved an amendment to the Company's
Amended and Restated Articles of Incorporation to increase the authorized common
stock issuable  thereunder from  20,000,000 to 40,000,000,  by a vote of 12,752,
848 shares in favor to 1,085,463 opposed, with 9,829 shares abstaining.

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

(a)    Exhibit 3.1 - Amended and  Restricted  Articles of  Incorporation  of the
       Company as of February 8, 1999.

       Exhibit 3.2 - Amended and Restricted Bylaws of the Company as of February
       9, 1998.

       Exhibit 27.1 - Financial Data Schedule.

(b)    The Company  filed no reports on Form 8-K during the quarter ended March 
       31, 1999.

<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/ David B. Hiatt
                                                David B. Hiatt
                                                Executive Vice President and
                                                  Chief Financial Officer
Date: May 13, 1999