AMENDED AND RESTATED BYLAWS

                                       OF

                                  ANACOMP, INC.

                             As of February 9, 1998

                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

      Section 1.1 Annual  Meetings.  Annual meetings of the  shareholders of the
Corporation  shall be held at such hour and at such place  within or without the
State of Indiana as shall be designated by the Board of Directors.

      Section 1.2 Special Meetings.  Special meetings of the shareholders of the
Corporation  may be  called  at  any  time  by the  Board  of  Directors  or the
President.  In  calling  such a special  meeting of  shareholders,  the Board of
Directors or the  President,  as the case may be,  calling a special  meeting of
shareholders  shall set the date, time, and place of such meeting,  which may be
held within or without the State of Indiana.

      Section 1.3 Notices.  A written notice,  stating the date, time, and place
of any  meeting  of the  shareholders,  and in the  case  of a  special  meeting
containing  a  description  of the purpose or purposes for which such meeting is
called,  shall be delivered or mailed by the  Secretary of the  Corporation,  to
each  shareholder of record of the Corporation  entitled to notice of or to vote
at such  meeting no fewer than ten (10) nor more than sixty (60) days before the
date  of  the  meeting,  or  as  otherwise  provided  by  the  Indiana  Business
Corporation  Law  ("Corporation  Law").  Notice of  shareholders'  meetings,  if
mailed,  shall be mailed,  postage  prepaid,  to each shareholder at his address
shown in the Corporation's current record of shareholders.  Only business within
the purpose or purposes  described  in the meeting  notice may be conducted at a
special meeting of shareholders.

      A shareholder  or his proxy may at any time waive notice of any meeting of
shareholders if the waiver is in writing and is delivered to the Corporation for
inclusion  in  the  minutes  or  filing  with  the  Corporation's   records.   A
shareholder's attendance at a meeting, whether in person or by proxy, (a) waives
objection  to lack of notice or  defective  notice of the  meeting,  unless  the
shareholder or his proxy at the beginning of the meeting  objects to holding the
meeting or  transacting  business at the  meeting,  and (b) waives  objection to
consideration  of a  particular  matter at the  meeting  that is not  within the
purpose or purposes  described in the meeting notice,  unless the shareholder or
his  proxy  objects  to  considering  the  matter  when  it is  presented.  Each
shareholder  who has in the manner above provided  waived notice or objection to
notice of the shareholders'  meeting shall be conclusively presumed to have been
given due notice of such meeting, including the purpose or purposes thereof.

      If an annual or special  shareholders' meeting is adjourned to a different
date, time or place, notice need not be given of the new date, time, or place if
the new date,  time or place is  announced  at the meeting  before  adjournment,
unless a new record date is or must be  established  for the adjourned  meeting.
The Board of Directors must fix a new record date if the meeting is adjourned to
a date more than one  hundred  twenty  (120)  days  after the date fixed for the
original meeting.

      Section 1.4 Voting. Except as otherwise provided by the Corporation Law or
the Corporation's Articles of Incorporation,  each share of the capital stock of
any  class  of the  Corporation  that is  outstanding  at the  record  date  and
represented in person or by proxy at the annual or special meeting shall entitle
the record holder thereof, or his proxy, to one (1) vote on each matter voted on
at the meeting.

      Section 1.5 Quorum. Unless the Corporation's  Articles of Incorporation or
the  Corporation  Law  provide  otherwise,  at all  meetings of  shareholders  a
majority of the votes entitled to be cast on a matter,  represented in person or
by proxy,  constitutes a quorum for action on the matter. Action may be taken at
a  shareholders'  meeting only on matters with respect to which a quorum exists;
provided,  however,  that any  meeting  of  shareholders,  including  annual and
special meetings and any adjournments  thereof, may be adjourned to a later date
although  less than a quorum is  present.  Once a share is  represented  for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting  and for any meeting  held  pursuant  to an  adjournment  of that
meeting unless a new record date is or must be set for that adjourned meeting.

      Section  1.6 Vote  Required  to Take  Action.  If a quorum  exists as to a
matter to be  considered  at a meeting of  shareholders,  action on such  matter
(other than the election of  Directors)  is approved if the votes  properly cast
favoring the action exceed the votes  properly cast opposing the action,  unless
the  Corporation's  Articles of  Incorporation  or the Corporation Law require a
greater number of affirmative  votes.  Directors shall be elected by a plurality
of the votes properly cast.

      Section 1.7 Record Date.  Only such persons shall be entitled to notice or
to vote, in person or by proxy, at any shareholders'  meeting as shall appear as
shareholders  upon the books of the  Corporation  as of such  record date as the
Board of Directors shall determine,  which date may not be earlier than the date
seventy (70) days immediately  preceding the meeting unless otherwise  permitted
by the Corporation  Law. In the absence of such  determination,  the record date
shall be the fiftieth (50th) day immediately preceding the date of such meeting.
Unless  otherwise  provided  by the Board of  Directors,  shareholders  shall be
determined as of the close of business on the record date.

      Section 1.8 Proxies. A shareholder may vote his shares either in person or
by proxy.  A  shareholder  may appoint a proxy to vote or otherwise  act for the
shareholder  (including authorizing the proxy to receive, or to waive, notice of
any shareholders' meetings within the effective period of such proxy) by signing
an appointment form, either personally or by the shareholder's attorney-in-fact.
An  appointment  of a proxy is effective when received by the Secretary or other
officer or agent  authorized to tabulate  votes and is effective for eleven (11)
months unless a longer period is expressly provided in the appointment form. The
proxy's  authority may be limited to a particular  meeting or may be general and
authorize the proxy to represent the  shareholder  at a meeting of  shareholders
held within the time provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.  Subject
to the  Corporation Law and to any express  limitation on the proxy's  authority
appearing on the face of the  appointment  form, the  Corporation is entitled to
accept the proxy's  vote or other action as that of the  shareholder  making the
appointment.

                                   ARTICLE II
                                    DIRECTORS

      Section  2.1 Number and Term.  The  business of the  Corporation  shall be
managed by a Board of Directors consisting of at least six Directors and no more
than twelve Directors. The exact number of Directors of the Corporation shall be
fixed by the Board of Directors  within the range  established  by the preceding
sentence, and may be changed within that range from time to time by the Board of
Directors.  Each Director shall be elected for a term of office to expire at the
annual  meeting  of  shareholders  next  following  his  election.  Despite  the
expiration of a Director's  term, the Director shall continue to serve until his
successor  is  elected  and  qualified  or  until  the  earlier  of  his  death,
resignation,  disqualification,  or removal, or until there is a decrease in the
number of Directors. Any vacancy in the Board of Directors,  from whatever cause
arising,  including  any increase in the size of the Board of Directors as fixed
by the Board of  Directors,  shall be filled by  selection  of a successor  by a
majority vote of the remaining  members of the Board of Directors  (even if less
than a quorum);  provided,  however, that if such vacancy or vacancies leave the
Board of Directors  with no members or if the remaining  members of the Board of
Directors  are unable to agree upon a  successor  or  determine  not to select a
successor, such vacancy may be filled by a vote of the shareholders at a special
meeting called for that purpose or at the next annual  meeting of  shareholders.
The term of a Director elected or selected to fill a vacancy shall expire at the
end of the term for which such Director's predecessor was elected.

      The  Directors  and  each of them  shall  have no  authority  to bind  the
Corporation  except when acting as a Board of Directors or as a committee of the
Board of Directors to the extent permitted in Section 2.7 hereof.

      A majority of the members of the Board of  Directors  may elect from among
its  members  a  Chairman  of  the  Board  or up to  two  members  to be  each a
Co-Chairman  of the  Board.  The  Chairman  of the Board  shall  preside  at all
meetings of the  shareholders and the Board of Directors at which he is present.
In  addition,  the  Chairman  of the Board shall have and may  exercise  all the
powers and duties that are  incident to his position  that are  delegated to him
from time to time by the Board of Directors. Each Co-Chairman of the Board shall
have and may  exercise  all the powers and duties that a single  Chairman of the
Board could have or exercise,  and any reference to Chairman of the Board herein
shall, if applicable, include each Co-Chairman of the Board. The Chairman of the
Board may be an officer of the Corporation.

      Section 2.2 Quorum and Vote Required to Take Action. At least one third of
the  whole  Board of  Directors  (the  size of  which  shall  be  determined  in
accordance with the latest action of the Board of Directors fixing the number of
Directors)  shall be necessary to constitute a quorum for the transaction of any
business, except the filling of vacancies. If a quorum is present when a vote is
taken, the affirmative vote of a majority of the Directors  present shall be the
act of the Board of Directors, unless the act of a greater number is required by
the  Corporation  Law, the  Corporation's  Articles of  Incorporation,  or these
Bylaws.

      Section 2.3 Annual and Regular Meetings. The Board of Directors shall meet
annually,  without  notice,  on  the  same  day  as the  annual  meeting  of the
shareholders,  for the purpose of transacting such business as properly may come
before  the  meeting.  Other  regular  meetings  of the Board of  Directors,  in
addition to said meeting, may be held without notice of the date, time, place or
purpose of the  meeting or on such dates,  at such times,  and at such places as
shall be fixed by  resolution  adopted by the Board of  Directors  or  otherwise
communicated to the Directors.  The Board of Directors may at any time alter the
date for the next regular meeting of the Board of Directors.

      Section 2.4 Special  Meetings.  Special meetings of the Board of Directors
may be  called  by any  member  of the  Board of  Directors  upon not less  than
twenty-four  (24) hours'  notice  given to each  Director of the date,  time and
place of the  meeting,  which notice need not specify the purpose or purposes of
the  special  meeting.  Such  notice may be  communicated  in person  (either in
writing or orally), by telephone,  telegraph,  teletype or other form of wire or
wireless  communication or by mail, and shall be effective at the earlier of the
time of its receipt or, if mailed,  five (5) days after its  mailing.  Notice of
any  meeting of the Board of  Directors  may be waived in writing at any time if
the waiver is signed by the  Director  entitled  to the notice and is filed with
the minutes or corporate records. A Director's attendance at or participation in
a meeting waives any required notice to the Director of the meeting,  unless the
Director  at the  beginning  of the  meeting (or  promptly  upon the  Director's
arrival)  objects to holding the meeting or transacting  business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

      Section 2.5 Written Consents. Any action required or permitted to be taken
at any meeting of the Board of Directors  may be taken  without a meeting if the
action is taken by all  members of the Board of  Directors.  The action  must be
evidenced  by one (1) or more  written  consents  describing  the action  taken,
signed by each Director, and included in the minutes or filed with the corporate
records  reflecting  the action  taken.  Action  taken under this Section 2.5 is
effective when the last Director signs the consent, unless the consent specifies
a different  prior or  subsequent  effective  date,  in which case the action is
effective on or as of the  specified  date. A consent  signed under this Section
2.5 has the  effect  of a  meeting  vote  and  may be  described  as such in any
document.

      Section 2.6 Participation by Conference Telephone.  The Board of Directors
may permit any or all Directors to participate  in a regular or special  meeting
by, or  through  the use of,  any  means of  communication,  such as  conference
telephone,  by which all Directors  participating may  simultaneously  hear each
other during the meeting.  A Director  participating  in a meeting by such means
shall be deemed to be present in person at the meeting.

      Section 2.7 Committees.

      (a) The Board of  Directors  may  create  one (1) or more  committees  and
appoint members of the Board of Directors to serve on them, by resolution of the
Board of Directors adopted by a majority of all the Directors in office when the
resolution is adopted.  Each committee may have one (1) or more members, and all
the  members  of a  committee  shall  serve  at the  pleasure  of the  Board  of
Directors.

      (b) To the extent  specified by the Board of Directors in the  resolutions
creating a committee,  each  committee  may exercise all of the authority of the
Board of Directors; provided, however, that a committee may not:

            (1)  authorize  dividends or other  distributions  as defined by the
      Corporation   Law,   except  a  committee   may  authorize  or  approve  a
      reacquisition  of  shares  if  done  according  to  a  formula  or  method
      prescribed by the Board of Directors;

            (2) approve or propose to shareholders action that is required to be
      approved by shareholders;

            (3)  fill  vacancies  on the  Board  of  Directors  or on any of its
committees;

            (4)   amend the Corporation's Articles of Incorporation;

            (5) adopt, amend, repeal, or waive provision of these Bylaws, or

            (6) approve a plan of merger not requiring shareholder approval.

      (c)  Except to the extent  inconsistent  with the  resolutions  creating a
committee,  Section 2.1 thorough  2.6 of these  Bylaws,  which govern  meetings,
action  without  meetings,  notice  and  waiver of  notice,  quorum  and  voting
requirements,  and telephone participation in meetings of the Board of Directors
apply to the committee and its members as well.

                                   ARTICLE III
                                    OFFICERS

      Section  3.1  Designation,  Selection,  and  Terms.  The  officers  of the
Corporation  shall  consist of the  President  and the  Secretary.  The Board of
Directors may also elect Vice Presidents,  Assistant  Secretaries,  a Treasurer,
Assistant  Treasurers,  and such other officers or assistant  officers as it may
from time to time  determine by resolution  creating the office and defining the
duties thereof.  In addition,  the President may, from time to time,  create and
appoint  such  assistant  officers as he deems  desirable.  The  officers of the
Corporation  shall be elected by the Board of  Directors  (or  appointed  by the
President as provided  above) and need not be selected from among the members of
the  Board of  Directors.  Any two (2) or more  offices  may be held by the same
person.  All officers shall serve at the pleasure of the Board of Directors and,
with  respect to officers  appointed by the  President,  also at the pleasure of
such officer.  The election or  appointment of an officer does not itself create
contract rights.

      Section 3.2 Removal and  Vacancies.  The Board of Directors may remove any
officer at any time with or without cause. An officer appointed by the President
may also be  removed  at any  time,  with or  without  cause,  by such  officer.
Vacancies  in such  offices,  however  occurring,  may be filled by the Board of
Directors at any meeting of the Board of  Directors  (or by  appointment  by the
President, to the extent provided in Section 3.1 of these Bylaws).

      Section 3.3 President.  The  President,  who need not be chosen from among
the Directors, shall be the Chief Executive Officer of the Corporation and shall
have  general  and  active,  executive  management  of  the  operations  of  the
Corporation,  subject,  however,  to the control of the Board of  Directors.  He
shall,  in general,  perform all duties  incident to the office of President and
such other  duties as from time to time may be  assigned  to him by the Board of
Directors.

      Section 3.4 Secretary.  The Secretary shall be the custodian of the books,
papers,  and records of the  Corporation  and of its corporate seal, if any, and
shall be  responsible  for seeing  that the  Corporation  maintains  the records
required by the  Corporation  Law (other than  accounting  records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by the Corporation Law. The Secretary shall be responsible for preparing minutes
of the  meetings  of the  shareholders  and of the  Board of  Directors  and for
authenticating records of the Corporation, and he shall perform all of the other
duties usual in the office of the Secretary of a corporation.

                                   ARTICLE IV
                                     CHECKS

      All checks,  drafts,  or other orders for payment of money shall be signed
in the  name  of the  Corporation  by such  officers  or  persons  as  shall  be
designated from time to time by resolution adopted by the Board of Directors and
included in the minute book of the Corporation.

                                    ARTICLE V
                                      LOANS

      Such of the officers of the  Corporation as shall be designated  from time
to time by any resolution  adopted by the Board of Directors and included in the
minute  book of the  Corporation  shall  have the power,  with such  limitations
thereon  as may be  fixed by the  Board of  Directors,  to  borrow  money in the
Corporation's  behalf,  to establish  credit,  to discount bills and papers,  to
pledge  collateral,  and to execute such notices,  bonds,  debentures,  or other
evidences  of  indebtedness,  and such  mortgage,  trust  indentures,  and other
instruments in connection  therewith,  as may be authorized from time to time by
such Board of Directors.

                                   ARTICLE VI
                             EXECUTION OF DOCUMENTS

      The President,  or any officer designed by him, may, in the  Corporation's
name,  sign all  deeds,  leases,  contracts,  or similar  documents  that may be
authorized by the Board of Directors unless  otherwise  directed by the Board of
Directors  or  otherwise  provided  herein or in the  Corporation's  Articles of
Incorporation, or as otherwise required by law.

                                   ARTICLE VII
                                      STOCK

      Section 7.1 Execution. Certificates for shares of the capital stock of the
Corporation  shall be signed  (either  manually or in facsimile) by two officers
designated  from  time to time by the  Board  of  Directors  and the seal of the
Corporation  (or a  facsimile  thereof),  if any,  may be thereto  affixed.  The
Corporation may issue and deliver any such certificate  notwithstanding that any
such officer who shall have signed, or whose facsimile signature shall have been
imprinted on, such certificate shall have ceased to be such officer.

      Section 7.2 Contents. Each certificate shall state on its face the name of
the Corporation and that it is organized under the laws of the State of Indiana,
the name of the  person to whom it is  issued,  and the number and class and the
designation of the series,  if any, of shares the certificate  represents,  and,
whenever the Corporation is authorized to issue more than one class of shares or
different series within a class, each certificate issued after the effectiveness
of such  authorization  shall further state  conspicuously  on its front or back
that the Corporation will furnish the shareholder,  upon his written request and
without charge, a summary of the designations, relative rights, preferences, and
limitations  applicable  to each class and series and the authority of the Board
of Directors to determine variations in rights,  preferences and limitations for
future series.

      Section  7.3  Transfers.  Except  as  otherwise  provided  by  law  or  by
resolution of the Board of  Directors,  transfers of shares of the capital stock
of the  Corporation  shall be made only on the books of the  Corporation  by the
holder thereof in person or by duly authorized attorney, on payment of all taxes
thereon and surrender for  cancellation of the  certificate or certificates  for
such shares (except as hereinafter provided in the case of loss, destruction, or
mutilation  of  certificates)   properly  endorsed  by  the  holder  thereof  or
accompanied by the proper  evidence of succession,  assignment,  or authority to
transfer and delivered to the Secretary or an Assistant Secretary.

      Section 7.4 Stock Transfer Records.  There shall be entered upon the stock
records of the Corporation the number of each certificate  issued;  the name and
address of the  registered  holder of such  certificate;  the number,  kind, and
class or series of shares  represented by such  certificate;  the date of issue;
whether the shares are originally  issued or transferred;  the registered holder
from whom transferred;  and such other information as is commonly required to be
shown by such records. The stock records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer agent or registrar,
in which case the Corporation  shall keep at its principal office a complete and
accurate  shareholders'  list giving the name and addresses of all  shareholders
and the  number  and  class of  shares  held by  each.  If a  transfer  agent is
appointed by the  Corporation,  shareholders  shall give  written  notice of any
change in their addresses from time to time to the transfer agent.

      Section 7.5 Transfer  Agents and  Registrars.  The Board of Directors  may
appoint one or more transfer  agents and one or more  registrars and may require
each stock certificate to bear the signature of either or both.

      Section 7.6 Loss, Destruction,  or Mutilation of Certificates.  The holder
of any of the capital  stock of the  Corporation  shall  immediately  notify the
Corporation of any loss, destruction, or mutilation of the certificate therefor,
and the Board of Directors may, in its  discretion,  cause to be issued to him a
new  certificate  or  certificates  of stock upon the surrender of the mutilated
certificate, or, in the case of loss or destruction,  upon satisfactory proof of
such loss or destruction. The Board of Directors may, in its discretion, require
the holder of the lost or destroyed  certificate or his legal  representative to
give the  Corporation a bond in such sum and in such form,  and with such surety
or sureties as it may direct, to indemnify the Corporation, its transfer agents,
and its registrars,  if any,  against any claim that may be made against them or
any of them with respect to the capital stock  represented by the certificate or
certificates alleged to have been lost or destroyed,  but the Board of Directors
may, in its discretion,  refuse to issue a new certificate or certificate,  save
upon the order of a court having jurisdiction in such matters.

      Section 7.7 Form of Certificates. The form of the certificate of shares of
the  capital  stock of the  Corporation  shall  conform to the  requirements  of
Section 7.2 of these  Bylaws and be in such  printed  form as shall from time to
time be approved by resolution of the Board of Directors.

      Section 7.8 Direct Registration  System.  Nothing in these Bylaws shall be
construed as limiting the  authority of the Board of Directors of the Company to
authorize a direct  registration system whereby the registration of the issuance
and transfer of any or all of the shares of any or all classes of capital  stock
of the  Company  (or of any or all series of such  shares) may be entered in the
Company's  stock records in book-entry form without the issuance of certificates
therefor.

                                  ARTICLE VIII
                                      SEAL

      The corporate seal of the Corporation  shall, if the Corporation elects to
have  one,  be in the form of a disc,  with the name of the  Corporation  on the
periphery  thereof  and the word  "SEAL" in the  center.  However,  the use of a
corporate seal or an impression  thereof is not required and does not affect the
validity of any instrument whatsoever.

                                   ARTICLE IX
                                  MISCELLANEOUS

      Section 9.1  Corporation  Law. The  provision of the  Corporation  Law, as
amended, applicable to all matters relevant to, but not specifically covered by,
these Bylaws are hereby, by reference,  incorporated in and made a part of these
Bylaws.

      Section 9.2 Fiscal Year. The fiscal year of the  Corporation  shall end 
on the 30th of September of each year.

      Section 9.3 Business Combination Chapter Applicable. The provisions of the
Business  Combinations Chapter of the Corporation Law (Indiana Code 23-1-43) are
applicable to the Corporation.  The provisions of the Control Shares Acquisition
Chapter of the  Corporation  Law  (Indiana  Code  23-1-42) are  inapplicable  to
"control share acquisitions" (as therein defined) of shares of the Corporation.

      Section 9.4 Definition of Articles of Incorporation. The term "Articles of
Incorporation"  as used in these Bylaws means the Articles of  Incorporation  of
the Corporation, as amended and restated from time to time.

      Section  9.5  Amendments.  These  Bylaws  may be  rescinded,  changed,  or
amended,  and  provisions  hereof may be waived,  at any meeting of the Board of
Directors by the affirmative  vote of a majority of the number of Directors then
in  office  at the  time,  except as  otherwise  required  by the  Corporation's
Articles of Incorporation or by the Corporation Law.