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

                                    FORM 10-Q


      (Mark One)
      [     X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
            SECURITIES EXCHANGE ACT OF 1934
            FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.

                                       or

      [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM ____________ TO____________


                         Commission File Number: 1-8328


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


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



                12365 Crosthwaite Circle, Poway, California 92064
                                 (858) 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, 2001, the number of outstanding shares of the registrant's
common stock, $.01 par value per share, was 14,566,198.


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX


<TABLE>
<CAPTION>

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

                Condensed Consolidated Balance Sheets at
                   March 31, 2001 and September 30, 2000.......     2

                Condensed Consolidated Statements of Operations
                   Three Months Ended March 31, 2001 and 2000..     3

                Condensed Consolidated Statements of Operations
                   Six Months Ended March 31, 2001 and 2000....     4

                Condensed Consolidated Statements of Cash Flows
                   Six Months Ended March 31, 2001 and 2000....     5

                Notes to the Condensed Consolidated Financial       6
                Statements.....................................

  Item 2.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.........     13


  Item 3.    Quantitative and Qualitative Disclosures About         18
             Market Risk.......................................


  PART II.   OTHER INFORMATION

  Item 1.    Legal Proceedings.................................     19

  Item 6.    Exhibits and Reports on Form 8-K..................     19

  SIGNATURES...................................................     20
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                    March 31,      September 30,
(in thousands)                                         2001            2000
                                                   -------------  -------------
                                                   (Unaudited)
<S>                                                 <C>           <C>
Assets
Current assets:
   Cash and cash equivalents.....................   $   28,105    $    13,988
   Accounts and notes receivable, net............       47,670         53,560
   Current portion of long-term receivables, net.        1,534          1,763
   Inventories...................................        6,539          8,297
   Prepaid expenses and other....................        7,361          7,834
                                                   -------------  -------------
Total current assets.............................       91,209         85,442
                                                   -------------  -------------

Property and equipment, net......................       38,465         45,197
Long-term receivables, net of current portion....        1,433          1,864
Goodwill.........................................       91,480         98,427
Other assets.....................................        6,248          7,359
                                                   -------------  -------------
                                                    $  228,835     $  238,289
                                                   =============  =============

Liabilities and Stockholders' Deficit
Current liabilities:
   Senior secured revolving credit facility......   $   57,175     $   57,650
   10-7/8% senior subordinated notes payable.....      311,111        311,272
   Accounts payable..............................       17,431         19,737
   Accrued compensation, benefits and withholdings      14,135         15,239
   Accrued income taxes..........................        3,864          3,638
   Accrued interest..............................       34,276         17,647
   Other accrued liabilities.....................       35,171         33,490
                                                   -------------  -------------
Total current liabilities........................      473,163        458,673
                                                   -------------  -------------

Long-term liabilities............................       10,466         10,542
                                                   -------------  -------------

Stockholders' deficit:
   Preferred stock...............................          ---            ---
   Common stock..................................          146            146
   Additional paid-in capital....................      111,324        111,324
   Accumulated other comprehensive loss..........       (5,887)        (5,402)
   Accumulated deficit...........................     (360,377)      (336,994)
                                                   -------------  -------------
Total stockholders' deficit......................     (254,794)      (230,926)
                                                   -------------  -------------
                                                    $  228,835     $  238,289
                                                   =============  =============
</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)              2001          2000
                                                   -----------  ------------
<S>                                                <C>          <C>
Revenues:
   Services.....................................    $  61,781    $   68,960
   Equipment and supply sales...................       18,421        35,913
                                                   -----------  ------------
                                                       80,202       104,873
                                                   -----------  ------------
Cost of revenues:
   Services.....................................       39,811        42,574
   Equipment and supply sales...................       13,616        26,153
                                                   -----------  ------------
                                                       53,427        68,727
                                                   -----------  ------------

Gross Profit....................................       26,775        36,146

Costs and expenses:
   Engineering, research and development........        1,810         2,751
   Selling, general and administrative..........       25,752        23,923
   Amortization of intangible assets............        3,226         4,793
   Restructuring charges........................          ---         6,966
                                                   -----------  ------------

Operating loss..................................       (4,013)       (2,287)
                                                   -----------  ------------
Other income (expense):
   Interest income..............................          394           416
   Interest expense and fee amortization........      (11,101)      (10,040)
   Other........................................         (408)         (255)
                                                   -----------  ------------
                                                      (11,115)       (9,879)
                                                   -----------  ------------
Loss before provision for income taxes..........      (15,128)      (12,166)
Provision for income taxes......................          579            29
                                                   -----------  ------------
Net loss........................................    $ (15,707)   $  (12,195)
                                                   ===========  ============

Basic and diluted per share data:
Basic and diluted net loss......................    $   (1.08)   $    (0.85)
                                                   ===========  ============

Shares used in computing basic and diluted net
   loss per share...............................       14,568        14,431
                                                   ===========  ============
</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)              2001          2000
                                                   -----------  ------------
<S>                                                <C>          <C>
Revenues:
   Services.....................................    $ 122,396    $  141,491
   Equipment and supply sales...................       39,947        65,206
                                                   -----------  ------------
                                                      162,343       206,697
                                                   -----------  ------------
Cost of revenues:
   Services.....................................       79,016        88,403
   Equipment and supply sales...................       28,371        44,576
                                                   -----------  ------------
                                                      107,387       132,979
                                                   -----------  ------------

Gross Profit....................................       54,956        73,718

Costs and expenses:
   Engineering, research and development........        3,547         5,232
   Selling, general and administrative..........       46,294        47,031
   Amortization of reorganization asset.........          ---        12,003
   Amortization of intangible assets............        5,906        10,167
   Restructuring charges........................          ---         6,966
                                                   -----------  ------------

Operating loss..................................         (791)       (7,681)
                                                   -----------  ------------

Other income (expense):
   Interest income..............................          750           698
   Interest expense and fee amortization........      (22,222)      (19,636)
   Other........................................         (154)         (230)
                                                   -----------  ------------
                                                      (21,626)      (19,168)
                                                   -----------  ------------
Loss before provision for income taxes..........      (22,417)      (26,849)
Provision for income taxes......................          966           550
                                                   -----------  ------------
Net loss........................................    $ (23,383)   $  (27,399)
                                                   ===========  ============

Basic and diluted per share data:
Basic and diluted net loss......................    $   (1.61)   $    (1.90)
                                                   ===========  ============

Shares used in computing basic and diluted net
   loss per share...............................       14,568        14,388
                                                   ===========  ============
</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)                                        2001          2000
                                                   -----------  ------------
<S>                                                <C>          <C>
Cash flows from operating activities:
   Net loss.....................................   $ (23,383)    $ (27,399)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating
     activities:
    Depreciation and amortization...............      16,655        31,754
    Non-cash compensation.......................         ---            10
    Change in assets and liabilities:
      Accounts and other receivables............       6,117         8,061
      Inventories...............................       1,657        (3,942)
      Prepaid expenses and other assets.........        (679)       (3,162)
      Accounts payable, accrued expenses and
        other liabilities.......................        (153)      (15,151)
      Accrued interest..........................      16,629           (81)
                                                   -----------  ------------
       Net cash provided by (used in) operating
         activities.............................      16,843        (9,910)
                                                   -----------  ------------

Net cash used in investing activities:
   Purchases of property, plant and equipment...      (2,880)      (11,476)
                                                   -----------  ------------

Cash flows from financing activities:
   Proceeds from the exercise of options........         ---         2,067
   Proceeds from employee stock purchases.......         ---           510
   Repurchases of common stock..................         ---        (1,600)
   Proceeds from liquidation of currency swap
     contracts..................................         763         3,424
   Principal payments on long-term debt.........         ---          (283)
   (Payments on) proceeds from revolving line
     of credit..................................        (475)       10,000
                                                   -----------  ------------
      Net cash provided by financing activities.         288        14,118
                                                   -----------  ------------
Effect of exchange rate changes on cash.........        (134)       (1,418)
                                                   -----------  ------------
Increase (decrease) in cash and cash equivalents      14,117        (8,686)
Cash and cash equivalents at beginning of period      13,988        11,144
                                                   -----------  ------------
Cash and cash equivalents at end of period......   $  28,105     $   2,458
                                                   ===========  ============

Supplemental Information:
  Cash paid for interest........................   $   3,957     $  18,325
                                                   ===========  ============
  Cash paid for income taxes....................   $     781     $   1,735
                                                   ===========  ============
</TABLE>
        See the notes to the condensed consolidated financial statements

<PAGE>

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

Note 1.  Company Operations, Financial Restructuring Plan and Going Concern

Company Operations

Anacomp,  Inc.  ("Anacomp"  or the  "Company")  reported a loss  totaling  $23.4
million and  positive  cash flows from  operations  of $0.2  million  (excluding
non-payment  of accrued  interest of $16.6 million) for the first half of fiscal
2001. As of March 31, 2001, the Company has a working capital deficiency of $382
million,  including $311 million in senior  subordinated notes ("Notes"),  and a
stockholders'  deficit of $255 million. The Company is experiencing  significant
liquidity  issues  and is in  default of its  senior  secured  revolving  credit
facility  ("Facility")  totaling  $57.2 million at March 31, 2001. On October 1,
2000 and April 1, 2001,  the Company did not make required $17 million  interest
payments to the holders of the Company's Notes.

Financial Restructuring Plan

As  detailed  in a  preliminary  proxy  statement  filed  May 7,  2001  with the
Securities and Exchange  Commission,  the Company  intends to launch an exchange
offer (the "Exchange  Offer")  pursuant to which all holders of the $310 million
aggregate  principle  amount  of its  Notes  ("Holders")  will  be  offered  the
opportunity  to exchange their Notes for shares of Anacomp's  Common Stock,  par
value  $.01 per share  (the  "Common  Stock").  The  Company  will also  solicit
shareholder  approval to amend the Company's  Articles of Incorporation so as to
enact a  3,610.8-for-1  reverse split (the "Reverse  Split") of its common stock
(the "Charter  Amendment").  Upon consummation of the Exchange Offer and Reverse
Split,  the existing common  stockholders of Anacomp will retain a 0.1% interest
in the Company's  common stock and the  exchanging  Holders will receive a 99.9%
interest. The proposed financial  restructuring is designed to enhance Anacomp's
economic  viability  by  adjusting  the  Company's   capitalization  to  reflect
currently  anticipated  revenues.  In addition, it seeks to substantially reduce
Anacomp's  debt-service  obligations  and create a capital  structure  that will
allow the Company to stabilize its business and operations.

Anacomp has reached an  understanding  with key  representatives  of the Holders
(the  "Ad Hoc  Noteholders  Committee")  representing  approximately  51% of the
aggregate  principal  amount  of the  outstanding  Notes,  who  have  agreed  to
participate  in the Exchange  Offer.  Implementation  of the  Exchange  Offer is
contingent,  among other  things,  on 98% of the aggregate  principal  amount of
Notes being  tendered for exchange  pursuant to the terms of the Exchange  Offer
and on the Charter  Amendment  receiving a majority of shares voted at a Special
Meeting of Stockholders  scheduled to be held at 10 a.m. PDT on June 11, 2001 at
12365 Crosthwaite Circle, Poway, CA.

If the Exchange Offer contingencies are not met, Anacomp intends to effectuate a
financial  restructuring  pursuant  to  a  prepackaged  plan  of  reorganization
pursuant to Chapter 11 of the United States  Bankruptcy  Code (the  "Prepackaged
Plan").  Accordingly,  acceptances to the Prepackaged Plan will be solicited and
obtained from Holders and stockholders prior to filing the Prepackaged Plan with
the United  States  Bankruptcy  Court for the Southern  District of  California.
Implementation  of the  Prepackaged  Plan would be dependent upon the receipt of
acceptances  from  Holders  of 67% of the  outstanding  principal  amount  and a
majority  in  number of  Holders  voting on the  Prepackaged  Plan.  Each of the
members of the Ad Hoc Noteholders Committee has agreed to deliver acceptances in
support of the Prepackaged  Plan.  During the period in which the Exchange Offer
is open and Anacomp is seeking the requisite votes and acceptances in support of
the Charter Amendment and the Prepackaged Plan, Anacomp anticipates that it will
maintain  normal and  regular  trade terms with its  suppliers.  There can be no
assurance  that the Company's  suppliers  will continue to provide  normal trade
credit or credit on other terms acceptable to the Company, if at all.

Anacomp  has also  negotiated  a new term sheet (the "Term  Sheet") to amend and
restate its existing Facility between the Company, Fleet National Bank ("Fleet")
as agent and its  syndicate of lenders  (collectively,  the "Bank  Group").  The
agreed  upon terms  provide for an  amendment  to the  current  forbearance  and
standstill  agreement  through  the date of  consummation  of the  restructuring
(either  pursuant  to  the  Exchange  Offer  or  the  Prepackaged  Plan)  and  a
comprehensive restructuring of Anacomp's obligations under the Facility pursuant
to Anacomp and the Bank Group's  entrance  into an amended and  restated  credit
facility (the "Amended and Restated  Facility").  The closing of the Amended and
Restated  Facility is contingent upon,  among other things,  consummation of the
Exchange  Offer or filing  and  confirmation  of the  Prepackaged  Plan prior to
certain dates specified in the Term Sheet.

The maturity date of the Amended and Restated  Facility,  which would consist of
$57.2  million  in  current  outstanding  borrowings  and $6  million in current
outstanding letters of credit,  would be extended to at least December 31, 2002.
The Term Sheet also outlines various provisions to reduce outstanding borrowings
and includes new financial covenants (see Note 4).

On January 17, 2001,  the Company  announced  it had entered into a  non-binding
Letter  of  Intent  to  sell  100%  of the  docHarbor  business  unit to a large
corporate buyer. The transaction is subject to certain approvals, due diligence,
negotiation  of acceptable  terms and  conditions of a definitive  agreement and
<PAGE>
satisfaction  of required  closing  conditions.  It is expected  that  Anacomp's
Document  Solutions  business will continue to use docHarbor's  services for its
Internet-based  document  services.  Although there can be no assurance the sale
will be consummated,  it is expected that terms of the sale will be finalized in
the third  quarter of fiscal  2001.  If the sale is not  completed,  the Company
anticipates that it may  substantially  shut down the operations of docHarbor as
currently  constituted.  Depending  upon  the  ultimate  terms  of a  sale  or a
substantial shut-down of docHarbor,  the Company currently estimates that it may
incur a loss, which could be substantial,  related to exiting this business. The
Company  will  record  such loss in future  periods  as facts and  circumstances
dictate.  The  Company  continued  to reduce  the level of  expenditures  in its
docHarbor  business  unit  during the first half of fiscal  2001 to reduce  cash
outflows  and keep costs in line with  expected  revenue  growth,  as well as to
comply with requirements imposed by its Facility lenders.

Anacomp   has  also   announced   that  it   intends   to  sell   its   European
document-management business, Document Solutions International,  and has entered
into discussions with several interested  parties.  The Company's  International
Technical  Services  business  is not  affected by this  announcement.  Based on
preliminary  information,  the Company currently  estimates that it will incur a
loss, which could be substantial,  related to exiting this business. The Company
will record such loss in future periods as facts and circumstances dictate.

There can be no assurance  that the Company will be able to execute its Exchange
Offer,  Prepackaged  Plan or  potential  asset sales or the amended and restated
Facility. In an event of acceleration of any of the Company's  indebtedness,  it
is possible  that the Company may be required to seek  protection  involuntarily
under bankruptcy laws.

Going Concern

The accompanying  condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed  above
and as shown in the accompanying financial statements, the Company has operating
and liquidity  concerns that raise substantial doubt about the Company's ability
to continue as a going concern.  There can be no assurance that the Company will
be able to restructure  successfully  its indebtedness or that its liquidity and
capital  resources  will be  sufficient to maintain its normal  operations.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

The report of the  Company's  independent  public  accountants  on the Company's
financial  statements included in its Form 10-K for the year ended September 30,
2000 contained a modification  related to the Company's ability to continue as a
going concern.

If the Company effectuates a financial  restructuring  pursuant to a prepackaged
Chapter 11 plan of reorganization  the Company would implement the provisions of
Statement  of  Position  ("SOP")  90-7,  "Financial  Reporting  by  Entities  in
Reorganization  under the Bankruptcy Code." Pursuant to SOP 90-7, upon emergence
from  bankruptcy  the Company would adopt "Fresh Start"  reporting,  which would
establish a new basis of accounting for the Reorganized Company.

Note 2.  Basis of Presentation

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts  of  Anacomp  and  its  wholly  owned  subsidiaries.   All  significant
intercompany  accounts and transactions  have been  eliminated.  These financial
statements, except for the balance sheet as of September 30, 2000, have not been
audited but, in the opinion of the Company's management, include all adjustments
(consisting  only  of  normal  recurring   adjustments)  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, 2000,  included in the  Company's  fiscal 2000 Annual
Report on Form 10-K. Interim operating results are not necessarily indicative of
operating results for the full year or for any other period.

Note 3.  Management Estimates and Assumptions

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

Certain prior period  amounts have been  reclassified  to conform to the current
period presentation.
<PAGE>
Note 4.  Senior Secured Revolving Credit Facility

Outstanding  borrowings under the Facility were $57.2 million at March 31, 2001.
With the  release  of the  Company's  financial  results at June 30,  2000,  the
Company was in violation of certain of its financial  covenants (see Note 1). As
of May 14, 2001, the Facility  commitment totaled $63.2 million and is available
for  borrowings  of up to $57.2  million  and for  letters of credit of up to $6
million.

Loans under the Facility bear interest,  payable monthly,  at the Base Rate plus
1.75% plus accrued  interest of 1%. The "Base Rate" for any day means the higher
of (i) the  corporate  base  rate of  interest  announced  by Fleet and (ii) the
federal funds rate published by the Federal Reserve Bank of New York on the next
business day plus 1/2%. The accrued interest will be waived by the Bank Group if
the financial restructuring plan is completed.

The Facility is secured by virtually all of the Company's  assets and 65% of the
capital  stock of the  Company's  foreign  subsidiaries.  The Facility  contains
covenants  relating  to  limitations  on capital  expenditures,  limitations  on
additional  debt,  limitations on open market  purchases of the Company's  Notes
(see Note 5),  limitations  on open market  purchases  of the  Company's  common
stock,  limitations on mergers and acquisitions,  limitations on liens,  minimum
EBITDA  requirements,  minimum  interest  coverage  ratios and minimum  leverage
ratios.  The  Company  has been  operating  under  the  terms  of a  forbearance
agreement since October 26, 2000.

In the  event  the Bank  Group  accelerates  payment  of  Anacomp's  outstanding
borrowings,  the  Company's  ability to make such  payment  will be dependent on
generating  sufficient  cash from potential  asset sales or obtaining  alternate
financing.  There can be no  assurance  that the Company will be able to execute
potential asset sales or obtain  alternate  financing on terms acceptable to the
Company,  if  at  all,  or  in  amounts  sufficient  to  satisfy  the  Company's
obligations.

In May  2001,  the  Company  and the Bank  Group  negotiated  a new  term  sheet
regarding the Facility.  As a pre-condition  to the agreement,  the Company will
effectuate a financial restructuring pursuant to an out-of-court settlement or a
pre-packaged  Chapter  11  plan of  reorganization.  If a  pre-packaged  plan is
utilized, the plan shall be in form and substance reasonably satisfactory to the
Bank Group.  The Facility  must be finalized no later than June 30, 2001, if the
restructuring  is effectuated  pursuant to the  out-of-court  restructuring,  or
September  30,  2001,  if  the  restructuring  is  effectuated  pursuant  to the
pre-packaged  plan.  The Company must make a payment in the amount of $1 million
on June 30, 2001, if the  Company's  cash balance is no less than $10 million or
on the first date  thereafter  that the  Company's  cash balance is no less than
such amount, but in any event payment shall not be later than August 31, 2001.

The proposed  Facility  includes a $63.2  million  limit,  with a $57.2  million
sublimit for direct  borrowing and a $6 million letter of credit  sublimit.  The
facility would terminate on December 31, 2003 if the Company sells the docHarbor
business  unit prior to September  30, 2001. If such sale does not occur by that
date, the Facility terminates on December 31, 2002.

The proposed Facility would be available for new loans up to a Formula Borrowing
Base ("FBB")  when direct  borrowings  are reduced  below the FBB. The FBB shall
equal an amount up to 80% of Eligible  Accounts  which include U.S. and Canadian
Accounts Receivable.

Loans under the proposed  Facility shall bear interest at the Base Rate equal to
the higher of (a) the annual  rate of  interest  announced  from time to time by
Fleet as its best rate and (b) one-half of one percent  above the Federal  Funds
Effective  Rate,  for the portion of the Facility  equal to the FBB. The rate of
interest  will be three  percentage  points  higher  than the Base  Rate for the
Facility  balance  outstanding  in excess of the FBB.  Interest  will be due and
payable monthly in arrears.

Upon the closing of the sale of docHarbor,  the Company will be required to make
a payment in the  amount of the net  proceeds  to the Bank Group to  permanently
reduce the  Facility.  If the payment is less than $8 million,  the Company must
make an additional payment such that the total reduction is $8 million.

If the Company  completes  the sale of docHarbor by July 31, 2001, at the end of
each quarter  thereafter until June 2002, the Company will be required to make a
payment of $2 million to reduce the Facility.  After June 2002, the Company will
be  required to make a  quarterly  payment of $3 million  per quarter  until the
direct  borrowings are less than the FBB. In no event shall the Total Commitment
exceed $42 million or the direct  borrowings  exceed $36 million  after June 30,
2002.

If docHarbor is not sold by July 31, 2001,  the Company is required to make a $2
million  payment at the end of September 2001 and December 2001 and the facility
balance outstanding cannot exceed $38 million at the end of March 2002.

Note 5.  Senior Subordinated Notes

The Company has  outstanding  $311  million of publicly  traded  10-7/8%  Senior
Subordinated   Notes  (see  Note  1).  An  interest  payment  on  the  Notes  of
approximately  $17 million is due semi-annually on October 1 and April 1 of each
year. The Company did not make the $17 million  interest  payments that were due
on October 1, 2000 and April 1, 2001.
<PAGE>
The Notes  have no  sinking  fund  requirements  and are due in full on April 1,
2004.  The Notes are 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
until April 1, 2003.  On or after April 1, 2003,  the Notes may be redeemable at
100% plus accrued and unpaid  interest.  Upon a Change of Control (as  defined),
the Company is required to make an offer to purchase the Notes then  outstanding
at a purchase price equal to 101% plus accrued and unpaid interest.

The Notes  are  general  unsecured  obligations  of the  Company  and  expressly
subordinated in right of payment to all existing and future Senior  Indebtedness
(as  defined)  of the  Company.  The Notes  will rank pari passu with any future
Senior  Subordinated  Indebtedness  (as defined) and senior to all  Subordinated
Indebtedness (as defined) 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 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,
limitations  of  sale/leaseback   transactions,   and  limitations  on  mergers,
consolidations or sales of substantially all of the Company's assets.

Note 6. Restructuring Activities

In prior  fiscal  periods,  the  Company  recorded  restructuring  charges for a
reorganization  of its workforce in the United States and Europe along its three
lines of business,  reorganized parts of its corporate staff, and phased out its
manufacturing operations.

The  following  table  displays the  activity and balances of the  restructuring
reserve account from September 30, 2000 to March 31, 2001 (in thousands):

<TABLE>
<CAPTION>
                              September 30,                   March 31,
                                  2000                          2001
       Type of Cost             Balance        Payments        Balance
---------------------------  --------------  -------------  ---------------
                                                              (unaudited)
<S>                          <C>             <C>            <C>
Employee separations.......   $   3,224       $  (2,077)      $   1,147
Facility closing...........       1,821            (283)          1,538
Contract obligations.......       1,100            (311)            789
Other......................       1,380            (427)            953
                             --------------  -------------  ---------------
                              $   7,525       $  (3,098)      $   4,427
                             --------------  -------------  ---------------
</TABLE>

The  remaining   liability  of  $4.4  million  is  included  as  "Other  accrued
liabilities" on the March 31, 2001 condensed  consolidated balance sheet. As the
Company continues to develop,  refine and implement its plans, it is anticipated
that  additional  restructuring  charges  could be  incurred  in the near  term.
Additionally,  certain  courses  of action  may be taken  that  could  result in
impairments of goodwill or other Company assets.

Note 7.  Inventories

Inventories consist of the following:
(in thousands)
<TABLE>
<CAPTION>
                                                    March 31,    September 30,
                                                  ------------  --------------
                                                      2001           2000
                                                  ------------  --------------
                                                  (unaudited)
<S>                                               <C>           <C>
Finished goods, including purchased film......    $   6,408      $   7,717
Work in process...............................           14             66
Raw materials and supplies....................          117            514
                                                  ------------  --------------
                                                  $   6,539      $   8,297
                                                  ============  ==============
</TABLE>
<PAGE>

Note 8.  Hedging

The Company has in the past entered into currency swap agreements that hedge the
U.S.  Dollar  value of the  Company's  investment  in the net  assets of certain
foreign  subsidiaries.  In November 2000, the Company terminated a currency swap
agreement and received $0.8 million in cash  proceeds.  These proceeds have been
reflected  as  a  component  of   accumulated   other   comprehensive   loss  in
stockholders' deficit. At March 31, 2001, the Company does not have any currency
swap agreements outstanding.

Note 9.  Loss Per Share

Basic and diluted  loss per share is computed  based upon the  weighted  average
number of shares of the Company's  common stock  outstanding  during the period.
Potentially  dilutive  securities  include  options  granted under the Company's
stock  option plans and  outstanding  warrants,  both using the  treasury  stock
method and shares of common  stock  expected  to be issued  under the  Company's
employee stock purchase plan.  Potentially  dilutive securities were not used to
calculate diluted loss per share because of their anti-dilutive effect.

Note 10.  Recent Accounting Pronouncements

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  ("SAB") No. 101,  "Revenue  Recognition in Financial  Statements",  in
which the SEC  interprets  existing  accounting  literature  related  to revenue
recognition.  SAB No. 101,  as amended,  will be adopted by the Company no later
than the fourth fiscal quarter of fiscal 2001. The Company's adoption of SAB No.
101 in the fourth  quarter  of fiscal  2001 is not  expected  to have a material
impact  on  the  Company's   consolidated   financial  position  or  results  of
operations.
<PAGE>
Note 11.  Operating Segments

Anacomp's business is focused in the document management  industry.  The Company
manages its business through three operating units: docHarborSM,  an application
service  provider  ("ASP"),  which provides  Internet-based  document-management
services;  Document  Solutions,  which  provides  document-management  outsource
services; and Technical Services,  which provides equipment maintenance services
for Anacomp and third-party  manufactured  products and provides COM systems and
micrographic  supplies.  Effective October 1, 2000, the Company discontinued its
manufacturing   operations   for   DatagraphiX   and  merged  the  remainder  of
DatagraphiX's  operations  into  Technical  Services.  Results  for  DatagraphiX
previously reported separately have been combined with Technical Services.

Management  evaluates  operating  unit  performance  based upon earnings  before
interest, other income, reorganization items, asset impairment and restructuring
charges, taxes, depreciation and amortization, and extraordinary items (referred
to as "EBITDA").  The excluded costs are managed at the Corporate  level and not
in the operating units.

Information about the Company's operations by operating segments are as follows:

As of and for the Three Months Ended March 31,
<TABLE>
<CAPTION>

 (in thousands)      docHarbor   Document    Technical
                                 Solutions   Services    Corporate  Consolidated
--------------------------------------------------------------------------------
<S>                  <C>         <C>         <C>         <C>        <C>
2001
Digital/renewal
 revenue             $  1,830    $16,566     $  5,519    $    ---   $  23,915
COM revenue               ---     30,375       25,912         ---      56,287
Intercompany revenue      ---        ---        2,673      (2,673)        ---
                     -----------------------------------------------------------
Total revenue           1,830     46,941       34,104      (2,673)     80,202
EBITDA                 (3,361)    11,060        8,086     (11,869)      3,916

2000
Digital/renewal
 revenue             $    949    $18,253     $ 13,536    $    ---   $  32,738
COM revenue               ---     38,486       33,649         ---      72,135
Intercompany revenue      ---        ---        3,188      (3,188)        ---
                     -----------------------------------------------------------
 Total revenue            949     56,739       50,373      (3,188)    104,873
 EBITDA                (6,762)    14,090       11,315      (4,339)     14,304

</TABLE>

As of and for the Six Months Ended March 31,
<TABLE>
<CAPTION>

 (in thousands)      docHarbor   Document    Technical
                                 Solutions   Services    Corporate  Consolidated
--------------------------------------------------------------------------------
<S>                  <C>         <C>         <C>         <C>        <C>
2001
Digital/renewal
 revenue             $  4,234    $32,468     $ 10,606    $    ---   $  47,308
COM revenue               ---     60,980       54,055         ---     115,035
Intercompany revenue      ---        ---        5,565      (5,565)        ---
                     -----------------------------------------------------------
Total revenue           4,234     93,448       70,226      (5,565)    162,343
EBITDA                 (6,194)    21,455       18,027     (18,127)     15,161

2000
Digital/renewal
 revenue             $  1,812    $38,108     $ 18,994    $    ---   $  58,914
COM revenue               ---     77,091       70,692         ---     147,783
Intercompany revenue      ---        ---        6,465      (6,465)        ---
                     -----------------------------------------------------------
Total revenue           1,812    115,199       96,151      (6,465)    206,697
EBITDA                (12,045)    28,239       24,224      (9,328)     31,090
</TABLE>

Note 12.  Litigation Settlement

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,  of which Anacomp is the successor by merger, and the
Eastman Kodak Company. On April 20, 2001, management settled this matter through
the  execution  of an  agreement,  the  terms of which are  confidential,  among
Anacomp, ASI and other parties. Accordingly, the Company recorded a $5.4 million
charge related to this matter in the second quarter of fiscal 2001.
<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" ("MD&A"), including those related
to the Company's plans,  liquidity  needs,  potential  restructuring  and future
operations,  constitute  "forward-looking  statements"  within  the  meaning  of
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and  Section  21E of the  Securities  Exchange  Act of 1934,  as  amended.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other  important  factors that could cause the actual  results,  performance  or
achievements 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;  successful
development  of new  products;  availability,  terms and  deployment of capital;
ability to meet debt service  obligations;  availability of qualified personnel;
changes in, or the failure or inability to comply with, government  regulations;
and other factors referenced in this report. The words "may", "could", "should",
"would", "believe",  "anticipate",  "estimate",  "expect",  "intend", "plan" and
similar  expressions  or  statements  regarding  future  periods are intended to
identify  forward-looking   statements.   All  forward-looking   statements  are
inherently  uncertain as they involve substantial risks and uncertainties beyond
the Company's control.  The Company undertakes no obligation to update or revise
any  forward-looking  statements  for events or  circumstance  after the date on
which such  statement is made.  New factors  emerge from time to time, and it is
not possible for the Company to predict all such factors.  Further,  the Company
cannot  assess the impact of each such  factor on its  business or the extent to
which any factor, or combination of factors,  may cause actual results to differ
materially from those contained in any forward-looking statements.

Overview

      Anacomp's  revenues,  operating  results,  cash flows and liquidity in the
first half of fiscal  2001  continue  to be  negatively  impacted by a number of
factors,  including a decline in the Company's COM business,  restructuring  and
reorganization of certain of its operations,  and negative cash flows related to
the docHarbor business unit.

      Anacomp,  Inc. ("Anacomp" or the "Company") reported a loss totaling $23.4
million and  positive  cash flows from  operations  of $0.2  million  (excluding
non-payment  of accrued  interest of $16.6 million) for the first half of fiscal
2001. As of March 31, 2001, the Company has a working capital deficiency of $382
million,  including $311 million in senior  subordinated notes ("Notes"),  and a
stockholders'  deficit of $255 million. The Company is experiencing  significant
liquidity  issues  and is in  default of its  senior  secured  revolving  credit
facility  ("Facility")  totaling  $57.2 million at March 31, 2001. On October 1,
2000 and April 1, 2001,  the Company did not make required $17 million  interest
payments to the holders of the Company's Notes.

     On  January  17,  2001,  the  Company  announced  it  had  entered  into  a
non-binding  Letter of Intent to sell 100% of the  docHarbor  business unit to a
large  corporate  buyer.  The transaction is subject to certain  approvals,  due
diligence,  negotiation  of  acceptable  terms and  conditions  of a  definitive
agreement and satisfaction of required closing  conditions.  It is expected that
Anacomp's Document Solutions business will continue to use docHarbor's  services
for its Internet-based document services. Although there can be no assurance the
sale  will be  consummated,  it is  expected  that  terms  of the  sale  will be
finalized in the third quarter of fiscal 2001. If the sale is not completed, the
Company  anticipates  that it will  substantially  shut down the  operations  of
docHarbor as currently constituted.  Depending upon the ultimate terms of a sale
or a substantial shut-down of docHarbor, the Company currently estimates that it
will incur a loss, which could be substantial, related to exiting this business.
The Company will record such loss in future  periods as facts and  circumstances
dictate.  The  Company  continued  to  reduce  the level of  expenditure  in its
docHarbor  business  unit  during the first half of fiscal  2001 to reduce  cash
outflows  and keep costs in line with  expected  revenue  growth,  as well as to
comply with requirements imposed by its Facility lenders.

     Anacomp  has  also   announced   that  it  intends  to  sell  its  European
document-management business, Document Solutions International,  and has entered
into discussions with several interested  parties.  The company's  International
Technical  Services  business  is not  affected by this  announcement.  Based on
preliminary  information,  the Company currently  estimates that it will incur a
loss, which could be substantial,  related to exiting this business. The Company
will record such losses in future periods as facts and circumstances dictate.
<PAGE>
Results of Operations

Three Months Ended March 31, 2001 vs. Three Months Ended March 31, 2000

      General. Anacomp reported a net loss of $15.7 million for the three months
ended  March 31,  2001,  compared  to a net loss of $12.2  million for the three
months  ended March 31,  2000.  EBITDA for the three months ended March 31, 2001
was $3.9 million  compared to EBITDA of $14.3 million for the three months ended
March 31, 2000.

      Revenues. The Company's revenues decreased 24% from $104.9 million for the
three months ended March 31, 2000,  to $80.2  million for the three months ended
March 31,  2001.  The  decrease  was the  result  of a $16  million  decline  in
COM-related revenues in addition to a $9 million decrease in digital and renewal
revenues.  The Company expects that COM revenues will continue to decline during
the remainder of this fiscal year.

      Document  Solutions COM related revenues decreased 21% from the prior year
period,  from $38.5 million to $30.4  million.  Revenue  contributed  by digital
services and products decreased 9% compared to the prior year period, from $18.3
million to $16.6 million. Domestic digital revenues increased slightly; however,
international  digital revenues  decreased $2.3 million,  or 27%, from the prior
year period.

      Technical  Services  revenues  (including  results of operations  from the
former  DatagraphiX  business unit)  decreased from the prior year period,  from
$47.2 million to $31.4 million.  This was primarily due to the discontinuance of
manufacturing  operations in fiscal 2000 combined with the continuing decline in
the market for COM systems and supplies.

      docHarbor  revenues  increased  $0.8 million versus the prior year period.
This was the  result of  increased  revenues  from  existing  customers  and new
customer orders.

      Gross  Margins.  The Company's  gross margin  decreased from $36.1 million
(35% of revenues)  for the three months ended March 31, 2000,  to $26.8  million
(33% of revenues) for the three months ended March 31, 2001.

      Technical Services gross margins (including results of operations from the
former  DatagraphiX  business unit) decreased from 34% to 31% of revenues in the
quarter ended March 31, 2001.  Document Solutions gross margin, at 39%, remained
substantially  unchanged  from the prior year period.  The decrease in Technical
Services  gross  margin  was  primarily  the  result of  continued  declines  in
COM-related  services and supplies  sales.  docHarbor gross margin improved from
the prior  year  period as the  result of cost  reductions  and a  reduction  in
infrastructure development implemented at the end of fiscal year 2000.

      Engineering,   Research  and   Development.   Engineering,   research  and
development expense decreased from $2.8 million for the three months ended March
31,  2000,  to $1.8  million for the three  months  ended March 31,  2001.  This
decrease was primarily the result of lower expenses due to the discontinuance of
manufacturing operations effective October 1, 2000 and the resulting decrease in
support engineering expenses.

      Selling,  general and administrative.  Selling, general and administrative
(SG&A)  expenses  increased  from $23.9 million for the three months ended March
31, 2000,  to $25.8  million for the three  months  ended March 31,  2001.  This
increase  was  primarily  the result of $6.9  million  in  charges  taken in the
current year period  related to  settlement  of certain  litigation  matters and
legal, professional and financial advisory costs related to the restructuring of
the Company's Notes.  This increase was offset in part by cost reduction efforts
implemented in the second and third quarters of fiscal 2000.

      Amortization  of intangible  assets.  Amortization  of  intangible  assets
decreased  33% from $4.8  million (5% of  revenues)  for the three  months ended
March 31,  2000,  to $3.2  million (4% of  revenues)  for the three months ended
March 31, 2001.  This  decrease is  primarily  the result of the  completion  of
amortization for prior acquisitions and reduced amortization related to impaired
intangibles written off in fiscal 2000.

      Interest  Expense.  Interest expense  increased from $10.0 million for the
three months ended March 31, 2000,  to $11.1  million for the three months ended
March 31, 2001.  This increase was the result of a higher level of borrowings on
the revolving  credit  facility in the current year and higher interest rates in
the current  period charged  against the balance under terms of the  forbearance
agreement.

      Provision for Income Taxes.  The provision for income taxes ($579 thousand
for the quarter  ended March 31, 2001,  and $29  thousand for the quarter  ended
March 31, 2000) related primarily to earnings of certain foreign subsidiaries.
<PAGE>
Six Months Ended March 31, 2001 vs. Six Months Ended March 31, 2000

      General.  Anacomp  reported a net loss of $23.4 million for the six months
ended March 31, 2001, compared to a net loss of $27.4 million for the six months
ended March 31, 2000. EBITDA for the first half of fiscal 2001 was $15.2 million
compared to EBITDA of $31.1 million for the six months ended March 31, 2000.

      Revenues. The Company's revenues decreased 22% from $206.7 million for the
six months  ended March 31,  2000,  to $162.3  million for the six months  ended
March 31,  2001.  The  decrease  was the  result of a $32.7  million  decline in
COM-related  revenues  in addition  to a $11.6  million  decrease in digital and
renewal revenues. The Company expects that COM revenues will continue to decline
during the remainder of this fiscal year.

      Document Solutions  COM-related revenues decreased 21% from the prior year
period,  from $77.1 million to $61.0  million.  Revenue  contributed  by digital
services and  products  decreased  15%  compared to the prior year period,  from
$38.1  million  to $32.5  million.  Domestic  digital  revenues  increased  $1.4
million,  or 8%,  compared  to the prior  year  period;  however,  international
digital revenues decreased $7.0 million, or 36%, from the prior year period.

      Technical  Services  revenues  (including  results of operations  from the
former  DatagraphiX  business unit)  decreased from the prior year period,  from
$89.7 million to $64.7 million.  This was primarily due to the discontinuance of
manufacturing  operations in fiscal 2000 combined with the continuing decline in
the market for COM systems and supplies.

      docHarbor  revenues  increased  $2.4 million versus the prior year period.
This was the  result of  increased  revenues  from  existing  customers  and new
customer orders.

      Gross  Margins.  The Company's  gross margin  decreased from $73.7 million
(36% of revenues) for the six months ended March 31, 2000, to $55.0 million (34%
of revenues) for the six months ended March 31, 2001.

      Technical Services gross margins (including results of operations from the
former  DatagraphiX  business unit) decreased from 38% to 33% of revenues in the
six months  ended March 31,  2001.  Document  Solutions  gross  margin,  at 38%,
remained  substantially  unchanged  from the prior year period.  The decrease in
Technical  Services gross margin was primarily the result of continued  declines
in COM-related services and supplies sales. docHarbor gross margin improved from
the prior  year  period as the  result of cost  reductions  and a  reduction  in
infrastructure development implemented at the end of fiscal year 2000.

      Engineering,   Research  and   Development.   Engineering,   research  and
development  expense  decreased from $5.2 million for the six months ended March
31, 2000, to $3.5 million for the six months ended March 31, 2001. This decrease
was  primarily the result of lower  expenses  related to the  discontinuance  of
manufacturing operations effective October 1, 2000 and the resulting decrease in
support engineering expenses.

      Selling,  general and administrative.  Selling, general and administrative
(SG&A) expenses  decreased from $47.0 million for the six months ended March 31,
2000,  to $46.3  million for the six months ended March 31,  2001.  This overall
decrease was the result of cost reduction efforts  implemented in the second and
third  quarters  of  fiscal  2000,  offset  by the total  $8.4  million  cost of
litigation settlements and legal, professional and advisory costs related to the
restructuring of the Company's Notes.

      Amortization  of intangible  assets.  Amortization  of  intangible  assets
decreased 42% from $10.2 million (5% of revenues) for the six months ended March
31, 2000,  to $5.9  million (4% of revenues)  for the six months ended March 31,
2001.  This decrease is primarily the result of the  completion of  amortization
for  certain  acquisitions  and reduced  amortization  resulting  from  impaired
intangibles written off in fiscal 2000.

      Interest  Expense.  Interest expense  increased from $19.6 million for the
six months ended March 31, 2000, to $22.2 million for the six months ended March
31, 2001.  This  increase was the result of a higher level of  borrowings on the
revolving  credit  facility in fiscal year 2001 and higher interest rates in the
current  period  charged  against  the balance  under  terms of the  forbearance
agreement.

      Provision for Income Taxes.  The provision for income taxes ($966 thousand
for the six months  ended March 31, 2001,  and $550  thousand for the six months
ended  March  31,  2000)  related  primarily  to  earnings  of  certain  foreign
subsidiaries.
<PAGE>
Liquidity and Capital Resources

     As detailed in a  preliminary  proxy  statement  filed May 7, 2001 with the
Securities and Exchange  Commission,  the Company  intends to launch an exchange
offer (the "Exchange  Offer")  pursuant to which all holders of the $310 million
aggregate  principle  amount  of its  Notes  ("Holders")  will  be  offered  the
opportunity  to exchange their Notes for shares of Anacomp's  Common Stock,  par
value  $.01 per share  (the  "Common  Stock").  The  Company  will also  solicit
shareholder  approval to amend the Company's  Articles of Incorporation so as to
enact a  3,610.8-for-1  reverse split (the "Reverse  Split") of its common stock
(the "Charter  Amendment").  Upon consummation of the Exchange Offer and Reverse
Split,  the existing common  stockholders of Anacomp will retain a 0.1% interest
in the Company's  common stock and the  exchanging  Holders will receive a 99.9%
interest. The proposed financial  restructuring is designed to enhance Anacomp's
economic  viability  by  adjusting  the  Company's   capitalization  to  reflect
currently  anticipated  revenues.  In addition, it seeks to substantially reduce
Anacomp's  debt-service  obligations  and create a capital  structure  that will
allow the Company to stabilize its business and operations.

     Anacomp  has  reached  an  understanding  with key  representatives  of the
Holders (the "Ad Hoc Noteholders Committee")  representing  approximately 51% of
the  aggregate  principal  amount of the  outstanding  Notes who have  agreed to
participate  in the Exchange  Offer.  Implementation  of the  Exchange  Offer is
contingent,  among other  things,  on 98% of the aggregate  principal  amount of
Notes being  tendered for exchange  pursuant to the terms of the Exchange  Offer
and on the Charter  Amendment  receiving a majority of shares voted at a Special
Meeting of Stockholders  scheduled to be held at 10 a.m. PDT on June 11, 2001 at
12365 Crosthwaite Circle, Poway, CA.

     If the  Exchange  Offer  contingencies  are not  met,  Anacomp  intends  to
effectuate  a  financial   restructuring  pursuant  to  a  prepackaged  plan  of
reorganization  pursuant to Chapter 11 of the United States Bankruptcy Code (the
"Prepackaged  Plan").  Accordingly,  acceptances to the Prepackaged Plan will be
solicited  and  obtained  from  Holders  and  stockholders  prior to filing  the
Prepackaged  Plan with the  United  States  Bankruptcy  Court  for the  Southern
Districk  of  California.  Implementation  of  the  Prepackaged  Plan  would  be
dependent upon the receipt of acceptances from Holders of 67% of the outstanding
principal  amount and a majority in number of Holders voting on the  Prepackaged
Plan.  Each of the  members of the Ad Hoc  Noteholders  Committee  has agreed to
deliver  acceptances in support of the Prepackaged  Plan.  During this period in
which the Exchange Offer is open and Anacomp is seeking the requisite  votes and
acceptances  in support  of the  Charter  Amendment  and the  Prepackaged  Plan,
Anacomp  anticipates  that it will maintain  normal and regular trade terms with
its  suppliers.  There can be no assurance  that the  Company's  suppliers  will
continue to provide  normal trade credit or credit on other terms  acceptable to
the Company, if at all.

     Anacomp has also  negotiated  a new term sheet (the "Term  Sheet") to amend
and restate its existing  Facility  between the  Company,  Fleet  National  Bank
("Fleet")  as agent  and its  syndicate  of  lenders  (collectively,  the  "Bank
Group").  The  agreed  upon  terms  provide  for an  amendment  to  the  current
forbearance  and standstill  agreement  through the date of  consummation of the
restructuring  (either  pursuant to the Exchange Offer or the Prepackaged  Plan)
and a comprehensive  restructuring of Anacomp's  obligations  under the Facility
pursuant to Anacomp and the Bank Group's  entrance  into an amended and restated
credit  facility  (The  "Amended  and  Restated  Facility").  The closing of the
Amended  and  Restated   Facility  is  contingent   upon,  among  other  things,
consummation of the Exchange Offer or filing and confirmation of the Prepackaged
Plan prior to certain dates specified in the Term Sheet.

     The maturity date of the Amended and Restated Facility, which would consist
of $57.2  million in current  outstanding  borrowings  and $6 million in current
outstanding letters of credit,  would be extended to at least December 31, 2002.
The Term Sheet also outlines various provisions to reduce outstanding borrowings
and  includes  several  new  financial  covenants  (see Note 4 to the  Condensed
Consolidated Financial Statements contained herein).

      There can be no  assurance  that the  Company  will be able to execute its
Exchange  Offer,  Prepackaged  Plan or potential  asset sales or the amended and
restated  Facility.  In an  event  of  acceleration  of  any  of  the  Company's
indebtedness, it is possible that the Company may be required to seek protection
involuntarily under bankruptcy laws.

      The accompanying  condensed  consolidated  financial  statements have been
prepared  assuming  that  the  Company  will  continue  as a going  concern.  As
discussed  above  and as shown in the  accompanying  financial  statements,  the
Company has operating and liquidity  concerns that raise substantial doubt about
the Company's ability to continue as a going concern.  There can be no assurance
that the Company will be able to restructure  successfully  its  indebtedness or
that its  liquidity  and capital  resources  will be  sufficient to maintain its
normal  operations.  The  financial  statements  do not include any  adjustments
relating to the  recoverability  and classification of asset carrying amounts or
the amount and  classification  of  liabilities  that  might  result  should the
Company be unable to continue as a going concern.

      The  report  of  the  Company's  independent  public  accountants  on  the
Company's  financial  statements  included  in its Form 10-K for the year  ended
September 30, 2000 contained a modification  related to the Company's ability to
continue as a going concern.
<PAGE>
      Anacomp had  negative  working  capital of $382 million at March 31, 2001,
compared to negative  working capital of $373 million at September 30, 2000. The
working  capital  deficiency  is primarily  due to $311 million in Notes,  $57.2
million of senior secured  revolving  credit facility and $34 million of accrued
interest  payable.  Net cash provided by continuing  operations was $0.2 million
(excluding  non-payment of accrued interest of $16.6 million) for the six months
ended March 31, 2001, compared to net cash used in operations of $9.9 million in
the comparable  prior year period.  The $26.7 million  improvement to cash flows
from  operations from the prior year was primarily the result of the non-payment
of $34 million in interest expense on the Company's Notes on October 1, 2000 and
April 1, 2001.

      Net cash used in  investing  activities  was $2.9  million in the  current
six-month period, compared to cash used in investing activities of $11.5 million
in the  comparable  prior year period.  This  decrease  reflects  the  Company's
emphasis to control its  expenditures  to maximize  liquidity.  Expenditures  in
fiscal  year 2000 were  primarily  for the  development  of  infrastructure  for
docHarbor. Current year expenditures were primarily for purchases of equipment.

      Net cash provided by financing  activities  decreased $13.8 million during
the six months  ended  March 31,  2001,  from the same period in the prior year.
This decrease was principally  the result of no borrowings  against the Facility
in the current year.

      The  Company's  cash  balance  totaled  $28.1  million  at March 31,  2001
compared to $14 million at September 30, 2000.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

      Revenues  generated outside of the United States, as a percentage of total
revenues,  were 27% and 30% in the six  months  ended  March 31,  2001 and 2000,
respectively.  Fluctuations  in foreign  exchange  rates could impact  operating
results through translation of the Company's subsidiaries' financial statements.

      The Company is exposed to market risks related to fluctuations in interest
rates on the $311 million of 10 7/8 % Senior  Subordinated  Notes outstanding at
March 31, 2001. For fixed rate debt,  changes in interest rates generally affect
the fair value of the debt instrument.  Interest rate risk and resulting changes
in fair value should not have an impact on the Company's operating results.

      In November 2000,  the Company  liquidated a cross currency swap agreement
and  received  $0.8 million in cash.  These  proceeds  have been  reflected as a
component of accumulated other  comprehensive  loss in stockholders'  deficit in
the Company's March 31, 2001 Condensed Consolidated Balance Sheet.

      The Company's  bank revolving  credit  facility is affected by the general
level of U.S.  interest rates. The Company had $57.2 million  outstanding  under
its bank line of credit on March 31,  2001.  If interest  rates were to increase
2%, the Company's  annual  interest  expense would increase  approximately  $1.1
million based on a $57.2 million outstanding balance.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

     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,  of which Anacomp is the successor by merger, and the
Eastman Kodak Company. On April 20, 2001, management settled this matter through
the  execution  of an  agreement,  the  terms of which are  confidential,  among
Anacomp, ASI and other parties. Accordingly, the Company recorded a $5.4 million
charge related to this matter in the second quarter of fiscal year 2001.

      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 such liability,  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.

Item 6.  Exhibits and Reports on Form 8-K

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

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

(b)  The Company filed no reports on Form 8-K during the quarter ended March 31,
     2001.




<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                ANACOMP, INC.




                                                /s/ Linster W. Fox
                                                -------------------------
                                                Linster W. Fox
                                                Senior Vice President and
                                                  Chief Financial Officer




Date: May 14, 2001