Exhibit 10.14


                                 FIRST AMENDMENT
                         TO SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT


     First  Amendment  dated as of March 26, 2004 to Second Amended and Restated
Revolving Credit Agreement (the "First Amendment"),  by and among ANACOMP, INC.,
an Indiana  corporation  (the  "Borrower"),  FLEET  NATIONAL  BANK and the other
lending  institutions  listed on Annex A to the Credit Agreement (as hereinafter
defined) (the "Banks"),  amending  certain  provisions of the Second Amended and
Restated  Revolving  Credit  Agreement dated as of November 21, 2003 (as amended
and in  effect  from  time to time,  the  "Credit  Agreement")  by and among the
Borrower,  the  Banks  and  Fleet  National  Bank as agent  for the  Banks  (the
"Agent").  Terms not  otherwise  defined  herein which are defined in the Credit
Agreement shall have the same respective meanings herein as therein.

     WHEREAS, the Borrower and the Banks have agreed to modify certain terms and
conditions  of the  Credit  Agreement  as  specifically  set forth in this First
Amendment;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     ss.1.Amendment to Section 1.1 of the Credit  Agreement.  Section 1.1 of the
Credit Agreement is hereby amended as follows:

     (a) The definition of "Borrowing  Base  Availability"  is hereby amended by
deleting the words "exceeds the Total Borrowing Base Outstandings"  which appear
in such  definition  and  substituting  in place thereof the words  "exceeds the
Total Outstandings".

     (b) The definition of  "Consolidated  EBITDA" is hereby amended by deleting
such definition in its entirety and restating it as follows:


          Consolidated EBITDA. With respect to the Borrower and its Subsidiaries
     for any fiscal period,  an amount equal to Consolidated Net Income for such
     period,  plus to the extent deducted in the calculation of Consolidated Net
     Income and without duplication,  (a) depreciation and amortization for such
     period,  (b) other  noncash  charges for such period  which are  reasonably
     acceptable  to the  Agent,  (c) the  noncash  compensation  expense  of the
     Borrower  for such period  relating to the Borrower  issuing  shares of its
     Capital  Stock to employees  in  connection  with an employee  compensation
     plan, (d) solely for purposes of calculating  compliance with the financial
     covenant set forth in ss.10.1  hereof and solely with respect to the period
     of March 1, 2004 through and including December 31, 2004, the restructuring
     charges taken during the applicable  period in connection  with the closing
     of certain of the Borrower's  data centers,  in an aggregate  amount not to
     exceed  $8,000,000,  (e)  income  tax  expense  for  such  period,  and (f)
     Consolidated Total Interest Expense paid or accrued during such period, and
     minus, to the extent added in computing Consolidated Net Income and without
     duplication,  all noncash  gains  (including  income tax benefits) for such
     period, all as determined in accordance with Generally Accepted  Accounting
     Principles.  For the avoidance of doubt, the restructuring charge described
     in  subparagraph  (d) of this  definition  shall  only be added back to the
     calculation  of the EBITDA for the sole purpose of  calculating  compliance
     with the financial  covenant  contained in ss.10.1 hereof, and shall not be
     included in any other computation of EBITDA hereunder.

     (c) The  definition  of  "Revolving  Credit  Loans"  is hereby  amended  by
deleting  the words  "(including,  without  limitation,  all or any portion of a
Revolving  Credit  Loan which  constitutes  an  Overadvance  Amount)"  from such
definition.

     (d) Section 1.1 of the Credit  Agreement is further amended by deleting the
definitions  of  "Consolidated   EBT",   "Consolidated   Operating  Cash  Flow",
"Individual Overadvance Amount",  "Overadvance Amount" and "Total Borrowing Base
Outstandings" in their entirety.

     ss.2.Amendment  to  Section  2 of the  Credit  Agreement.  Section 2 of the
Credit Agreement is hereby amended as follows:

     (a) Section 2.1 of the Credit  Agreement is hereby  amended by deleting the
comma and the words "provided,  further,  notwithstanding the foregoing proviso,
to the extent the Borrower is requesting a Revolving  Credit Loan to fund all or
a portion of a Permitted Acquisition,  then the sum of the outstanding amount of
the Revolving  Credit Loans (after giving effect to all amounts  requested) plus
the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at
any time exceed the lesser of (i) the Total Commitment at such time and (ii) the
Borrowing  Base at such time plus the  Overadvance  Amount at such  time"  which
appear at the end of the first sentence of ss.2.1.

     (b) Section  2.5(a) of the Credit  Agreement is hereby  amended by deleting
the  words  "and,  in  addition,   to  the  extent  any  Overadvance  Amount  is
outstanding,  that  portion of the  Revolving  Credit  Loans which are Base Rate
Loans and which  constitute  an  Overadvance  Amount shall bear interest for the
period commencing on the Drawdown Date thereof and ending on the last day of the
Interest  Period with respect thereto at the rate of one and one half percent (1
1/2%) per annum above the Base Rate" which appear in ss.2.5(a).

     (c) Section  2.5(b) of the Credit  Agreement is hereby  amended by deleting
the  words  " and,  in  addition,  to  the  extent  any  Overadvance  Amount  is
outstanding,  that  portion of the  Revolving  Credit Loans which are LIBOR Rate
Loans and which  constitute  an  Overadvance  Amount shall bear interest for the
period commencing on the Drawdown Date thereof and ending on the last day of the
Interest  Period with respect  thereto at the rate of three and one half percent
(3 1/2%) per annum above the LIBOR Rate  determined  for such  Interest  Period"
which appear in ss.2.5(b).

     (d) Section 2.6 of the Credit  Agreement is hereby  amended by deleting the
comma and the words "if any and,  which  portion of the  Revolving  Credit  Loan
being requested  constitutes an Individual  Overadvance  Amount (if any). To the
extent  the  Borrower  fails  to  identify  whether  all or any  portion  of the
requested Revolving Credit Loan is to be an Individual  Overadvance Amount, such
requested   Revolving   Credit  Loan  shall  not  be  considered  an  Individual
Overadvance Amount." which appear in ss.2.6.

     ss.3.Amendment  to  Section  3 of the  Credit  Agreement.  Section 3 of the
Credit Agreement is hereby amended as follows:

     (a) Section 3.1 of the Credit  Agreement is hereby  amended by deleting the
second sentence of ss.3.1 in its entirety.

     (b) Section 3.2.1 of the Credit Agreement is hereby amended by deleting the
words "(or,  to the extent the Borrower had  previously  utilized any portion of
the  Overadvance  Amount,  then  the  Borrowing  Base  at  such  time  plus  the
Overadvance Amount outstanding at such time)" which appear in the first sentence
of ss.3.2.1.

     (c) Section 3.2.3 of the Credit Agreement is hereby amended by deleting the
words  "(with  the  Overadvance  Amount  being  reduced  first,  and  after  the
Overadvance Amount has been reduced to $0, to the other Revolving Credit Loans)"
which appear in ss.3.2.3.

     ss.4.Amendment to Section 4 of the Credit  Agreement.  Section 4.1.1 of the
Credit Agreement is hereby amended by deleting the words "(or, to the extent the
Borrower had previously utilized any portion of the Overadvance Amount, then the
Borrowing  Base at such time plus the  Overadvance  Amount  outstanding  at such
time)" which appear at the end of the text of ss.4.1.1.

     ss.5.Amendment to Section 8 of the Credit  Agreement.  Section 8.9.2 of the
Credit  Agreement  is hereby  amended by deleting  ss.8.9.2 in its  entirety and
restating it as follows:

          8.9.2.  Collateral  Reports.  No more frequently than once during each
     calendar  quarter,  commencing  with the calendar  quarter ending March 31,
     2004, or more  frequently as determined by the Agent if an Event of Default
     shall have occurred and be continuing,  upon the request of the Agent,  the
     Borrower will obtain and deliver to the Agent,  or, if the Agent so elects,
     will  cooperate  with the Agent in the  Agent's  obtaining,  a report of an
     independent  collateral  auditor  satisfactory  to the Agent  (which may be
     affiliated with one of the Banks) with respect to the Accounts  included in
     the  Borrowing  Base,  which  report  shall  indicate  whether  or not  the
     information set forth in the Borrowing Base Report most recently  delivered
     is accurate and complete in all  material  respects  based upon a review by
     such auditors of the Accounts  (including  verification with respect to the
     amount,  aging,  identity and credit of the respective  Account Debtors and
     the billing  practices of the Borrower or its applicable  Subsidiary).  All
     such collateral value reports shall be conducted and made at the expense of
     the Borrower.

     ss.6.Amendment  to  Section  9 of the  Credit  Agreement.  Section 9 of the
Credit Agreement is hereby amended as follows:

     (a) Section  9.1(c) of the Credit  Agreement is hereby  amended by deleting
the amount  "$5,000,000"  which appears in ss.9.1(c) and  substituting  in place
thereof the amount "$2,500,000".

     (b) Section  9.1(i) of the Credit  Agreement is hereby  amended by deleting
the amount  "$5,000,000"  which appears in ss.9.1(i) and  substituting  in place
thereof the amount "$2,500,000".

     (c)  Section  9.4 of the Credit  Agreement  is hereby  amended by  deleting
ss.9.4 of the Credit Agreement in its entirety and restating it as follows:

          9.4.  Restricted  Payments.  The Borrower will not make any Restricted
     Payments;  provided, however, (a) any Subsidiary shall be permitted to make
     a Restricted  Payment to the Borrower or any Guarantor;  and (b) so long as
     no Default or Event of Default  has  occurred  and is  continuing,  (i) the
     Borrower  shall be  permitted to  repurchase  shares of its Series B common
     stock  from  the  holders  thereof  for  fair  market  value so long as the
     aggregate  consideration paid by the Borrower for all such repurchases does
     not  exceed  $120,000  in  the  aggregate  and  all  such  repurchases  are
     consummated  by not later than  December 31, 2004;  and (ii) in addition to
     the  repurchase  permitted by  ss.9.4(b)(i)  hereof,  the Borrower may also
     request that the Banks  consent to the Borrower  repurchasing  a portion of
     its issued and  outstanding  Capital  Stock (with the Borrower  agreeing to
     provide the Agent and the Banks a written  request  detailing the number of
     shares to be repurchased, the date of such repurchase, the aggregate amount
     of  consideration  to be paid  by the  Borrower  in  connection  with  such
     repurchase and whether the Borrower  intends to retire any Capital Stock so
     repurchased),  and the Agent hereby agrees to promptly  notify the Borrower
     whether  such  consent has been  granted by the  Majority  Banks,  provided
     nothing contained in this ss.9.4(b)(ii)  shall obligate any Bank to consent
     to such request.

     (d) Section  9.5.1(ix)  of the Credit  Agreement  is hereby  amended by (i)
deleting the amount  "$5,000,000" which appears in ss.9.5.1(ix) and substituting
in  place  thereof  the  amount  "$2,500,000";  and  (ii)  deleting  the  amount
"$10,000,000"  which appears in ss.9.5.1(ix)  and  substituting in place thereof
the amount "$5,000,000".

     ss.7.Amendment  to Section 10 of the  Credit  Agreement.  Section 10 of the
Credit Agreement is hereby amended as follows:

     (a)  Section  10.1 of the Credit  Agreement  is hereby  amended by deleting
ss.10.1 in its entirety and restating it as follows:

          10.1. Mimimum EBITDA. The Borrower will not permit Consolidated EBITDA
     at the end of any fiscal  quarter  set forth in the table  below to be less
     than the amount set forth opposite such period in such table:

<TABLE>
<CAPTION>


                ----------------------------------------- --------------------------------------------
                <S>                                       <C>
                Fiscal Quarter Ending                     Minimum Consolidated EBITDA
                ----------------------------------------- --------------------------------------------
                March 31, 2004                            $3,500,000
                ----------------------------------------- --------------------------------------------
                June 30, 2004                             $3,200,000
                ----------------------------------------- --------------------------------------------
                September 30, 2004                        $4,500,000
                ----------------------------------------- --------------------------------------------
                December 31, 2004 and each                $3,000,000
                fiscal quarter ending thereafter
                ----------------------------------------- --------------------------------------------
</TABLE>


     (b) Section 10.2 of the Credit  Agreement is hereby amended by deleting the
amount  "$7,500,000"  which appears in ss.10.2 and substituting in place thereof
the amount "$6,500,000".

     (c)  Section  10.3 of the Credit  Agreement  is hereby  amended by deleting
ss.10.3 in its entirety and restating it as follows:

          10.3.   Restructuring   Charge.  The  Borrower  will  not  permit  the
     restructuring  charge  taken during the period of March 1, 2004 through and
     including  December 31, 2004 in  connection  with the closing of certain of
     its data centers to exceed  $8,000,000  in the  aggregate,  and such charge
     shall be taken  only  during  the  period  of March  1,  2004  through  and
     including December 31, 2004 (but not at any time thereafter).

     ss.8.Amendment  to Section 12. Section 12 of the Credit Agreement is hereby
amended as follows:

     (a) The first  sentence  of  Section  12 is  hereby  amended  by  inserting
immediately  after the words "to make any Revolving Credit Loan" a comma and the
words "and to continue  and/or  convert any Revolving  Credit Loan in accordance
with ss.2.7 hereof".

     (b) Section  12.1 of the Credit  Agreement  is hereby  amended by inserting
immediately  after  the words  "as of the time of the  making of such  Revolving
Credit Loan" which appear in the first sentence thereof a comma and the words ",
the  continuation  and/or  conversion of any Revolving Credit Loan in accordance
with ss.2.7 hereof".

     ss.9.Amendment  to Annex  A.  Annex A of the  Credit  Agreement  is  hereby
amended by deleting  Annex A in its entirety  and  replacing it with the Annex A
attached hereto.

     ss.10.  Conditions to Effectiveness.  This First Amendment shall not become
effective until the Agent receives the following:

     (a) a counterpart of this First Amendment, executed by the Borrower and the
Banks;

     (b) payment in cash of an amendment fee of $15,000 for each Bank; and

     (c) payment in cash of an administrative fee of $10,000 for the Agent's own
account.

     ss.11. Representations and Warranties. The Borrower hereby represents that,
on and as of the date hereof, each of the representations and warranties made by
it in ss.7 of the Credit  Agreement remain true as of the date hereof (except to
the extent of changes resulting from  transactions  contemplated or permitted by
the Credit  Agreement and the other Loan Documents and changes  occurring in the
ordinary  course of business that singly or in the aggregate are not  materially
adverse,  and to the extent  that such  representations  and  warranties  relate
expressly to an earlier  date),  provided,  that all  references  therein to the
Credit  Agreement  shall refer to such Credit  Agreement as amended  hereby.  In
addition,  the Borrower  hereby  represents  and warrants that the execution and
delivery by the  Borrower of this First  Amendment  and the  performance  by the
Borrower of all of its agreements and obligations  under the Credit Agreement as
amended  hereby are within the  corporate  authority of each of the Borrower and
has been duly  authorized by all necessary  corporate  action on the part of the
Borrower.

     ss.12.  Ratification,  Etc. Except as expressly amended hereby,  the Credit
Agreement  and  all  documents,  instruments  and  agreements  related  thereto,
including,  but not limited to the Security  Documents,  are hereby ratified and
confirmed  in all  respects  and shall  continue in full force and  effect.  The
Credit  Agreement  and this First  Amendment  shall be read and  construed  as a
single  agreement.  All  references  in the  Credit  Agreement  or  any  related
agreement or instrument to the Credit  Agreement  shall  hereafter  refer to the
Credit Agreement as amended hereby.

     ss.13. No Waiver.  Nothing  contained  herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the Borrower
or any rights of the Agent or the Banks consequent thereon.

     ss.14.  Counterparts.  This First  Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

     ss.15.  Governing  Law.  THIS FIRST  AMENDMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE  COMMONWEALTH  OF  MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).


<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
as a document under seal as of the date first above written.

                                  ANACOMP, INC.


                                  By:/s/Linster W. Fox
                                  ---------------------------------------
                                  Title:  EVP / CFO

                                  FLEET NATIONAL BANK



                                  By:/s/Greg Roux
                                  ---------------------------------------
                                  Title: Managing Director


                                  UNION BANK OF CALIFORNIA, N.A.



                                  By:/s/Douglas S. Lambell
                                  ---------------------------------------
                                  Title: Vice President/SCM


<PAGE>


                                     Annex A
                                Banks/Commitments
<TABLE>
<CAPTION>

--------------------------------------------------------- ------------------------- -------------------------
                                                                                           Commitment
Banks                                                            Commitment                Percentage
--------------------------------------------------------- ------------------------- -------------------------
<S>                                                       <C>                        <C>
Fleet National Bank                                            $10,000,000.00              57.142857%
100 Federal Street
Technology & Communications
Boston, Massachusetts 02110
Attention:  Gregory Roux, Managing Director
Telephone:  650-470-4180
--------------------------------------------------------- ------------------------- -------------------------


--------------------------------------------------------- ------------------------- -------------------------
Union Bank of California, N.A.                                    $7,500,000.00            42.857143%
530 B Street, 4th Floor
San Diego, California 92101
Attention:  Douglas S. Lambell, Vice President
Telephone:  619-230-3029
--------------------------------------------------------- ------------------------- -------------------------


--------------------------------------------------------- ------------------------- -------------------------
Totals                                                           $17,500,000.00               100%
--------------------------------------------------------- ------------------------- -------------------------
</TABLE>