UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q


              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1996

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from _______ to _______


                          Commission File Number 1-8328


                                  ANACOMP, INC.

                               Indiana 35-1144230
                           11550 North Meridian Street
                              Post Office Box 40888
                           Indianapolis, Indiana 46240

                 Registrant's Telephone Number is (317) 844-9666


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

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

     The number of shares  outstanding  of the Common Stock of the registrant on
December  31,  1996,  the  close  of the  period  covered  by this  report,  was
13,700,764.


<PAGE>




                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX




PART I. FINANCIAL INFORMATION                                      PAGE NO.

Item 1. Financial Statements:

          Condensed Consolidated Balance Sheets
          December 31, 1996 and September 30, 1996                   2

          Condensed Consolidated Statements of Operations
          Three Months Ended December 31, 1996 and 1995              3

          Condensed Consolidated Statements of Cash Flows
          Three Months Ended December 31, 1996 and 1995              4

          Condensed Consolidated Statements of
             Stockholders' Equity
          Three Months Ended December 31, 1996 and 1995              6

          Notes to Condensed Consolidated Financial Statements       7

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations               11


PART II.OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                            14

SIGNATURES                                                          15






<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
Anacomp, Inc. and Subsidiaries
<TABLE>
<CAPTION>
                                                                         December 31,      September 30,
(Dollars in thousands, except per share amounts)                             1996               1996
---------------------------------------------------------------------- ----------------- -------------------
ASSETS                                                                   (unaudited)
Current assets:
<S>                                                                           <C>                 <C>
    Cash and cash equivalents....................................             $  71,574           $  38,198
    Restricted cash..............................................                 9,597               9,597
    Accounts and notes receivable, less allowances for doubtful
       accounts of $6,850 and $6,768, respectively...............                60,578              58,806
    Current portion of long-term receivables.....................                 4,928               4,690
    Inventories..................................................                29,968              31,856
    Prepaid expenses and other...................................                 5,781               4,383
                                                                       ----------------- -------------------
Total current assets.............................................               182,426             147,530

Property and equipment, at cost less accumulated
   depreciation and amortization.................................                28,147              27,102
Long-term receivables, net of current portion....................                 9,479              10,632
Excess of purchase price over net assets of businesses
  acquired and other intangibles, net............................                 4,386               2,285
Reorganization value in excess of identifiable assets............               218,473             240,344
Other assets.....................................................                 7,615               7,528
                                                                       ================= ===================
                                                                               $450,526            $435,421
                                                                       ================= ===================

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
    Current portion of long-term debt............................             $  43,897           $  31,848
    Accounts payable.............................................                49,242              48,090
    Accrued compensation, benefits and withholdings..............                13,238              13,728
    Accrued income taxes.........................................                 9,537              11,930
    Accrued interest.............................................                 6,893              10,586
    Other accrued liabilities....................................                33,859              36,814
                                                                       ----------------- -------------------
Total current liabilities........................................               156,666             152,996
                                                                       ----------------- -------------------

Noncurrent liabilities:
    Long-term debt, net of current portion.......................               217,170             217,044
    Other noncurrent liabilities.................................                 6,116               6,812
                                                                       ----------------- -------------------
Total noncurrent liabilities.....................................               223,286             223,856
                                                                       ----------------- -------------------

Stockholders' equity:
    Preferred stock, 1,000,000 shares authorized, none issued....                    --                  --
    Common stock, $.01 par value; 20,000,000 shares authorized;
      13,700,764 and 10,099,050 issued respectively..............                   137                 101
    Capital in excess of par value...............................               104,856              80,318
    Cumulative translation adjustment from May 31, 1996..........                   503                 159
    Accumulated deficit from May 31, 1996........................              (34,922)            (22,009)
                                                                       ----------------- -------------------
Total stockholders' equity.......................................                70,574              58,569
                                                                       ================= ===================
                                                                               $450,526            $435,421
                                                                       ================= ===================
                                       See notes to condensed consolidated financial statements
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Anacomp, Inc. and Subsidiaries


                                                                         Reorganized        Predecessor
                                                                           Company            Company
                                                                       ----------------- -------------------
                                                                         Three Months       Three Months
                                                                            Ended              Ended
                                                                         December 31,       December 31,
(Amounts in thousands, except per share amounts)                             1996               1995
---------------------------------------------------------------------- ----------------- -------------------
Revenues:
<S>                                                                           <C>                 <C>
    Services provided............................................             $  45,425           $  50,928
    Equipment and supply sales...................................                71,028              79,337
                                                                       ----------------- -------------------
                                                                                116,453             130,265
                                                                       ----------------- -------------------

Operating costs and expenses:
    Costs of services provided...................................                24,107              27,838
    Costs of equipment and supplies sold.........................                50,932              61,761
    Selling, general and administrative expenses.................                21,448              24,447
    Amortization of reorganization asset.........................                19,247                  --
                                                                       ----------------- -------------------
                                                                                115,734             114,046
                                                                       ----------------- -------------------
Income from operations before interest, other income, financial
 restructuring costs, and income taxes...........................                   719              16,219
                                                                       ----------------- -------------------

Interest income..................................................                   984                 501
Interest expense and fee amortization............................               (9,802)            (18,286)
Financial restructuring costs (See Note 3).......................                    --             (2,801)
Other income (loss) (See Note 4).................................                  (15)               6,620
                                                                       ----------------- -------------------
                                                                                (8,833)            (13,966)
                                                                       ----------------- -------------------

Income (loss) before income taxes ...............................               (8,114)               2,253
Provision for income taxes.......................................                 4,800               1,200
                                                                       ----------------- -------------------
Net income (loss) ...............................................              (12,914)               1,053

Preferred stock dividends and discount accretion.................                    --                 540
                                                                       ----------------- -------------------
Net income (loss) available to common stockholders...............            $ (12,914)          $      513
                                                                       ================= ===================

Weighted average common shares outstanding.......................                12,818
                                                                       =================

Earnings (loss) per common and common equivalent share:

    Net loss available to common stockholders....................          $     (1.01)
                                                                       =================




                                       See notes to condensed consolidated financial statements



</TABLE>

<PAGE>
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited)
Anacomp, Inc. and Subsidiaries

                                                                           Reorganized       Predecessor
                                                                             Company           Company
                                                                         ---------------- ------------------
                                                                          Three Months      Three Months
                                                                              Ended             Ended
                                                                          December 31,      December 31,
(Dollars in thousands)                                                        1996              1995
------------------------------------------------------------------------ ---------------- ------------------

Cash flows from operating activities:
<S>                                                                            <C>                   <C>
    Net income (loss)................................................          $(12,914)             $1,053
    Adjustments to reconcile net income (loss) to net cash provided by (used in)
      operating activities:
      Depreciation and amortization..................................             22,967              8,017
      Non-cash compensation..........................................                259                 --
      Non-cash charge in lieu of taxes...............................              2,625                 --
      Gain on sale of ICS Division...................................                 --            (6,202)
      Other..........................................................                184              (455)
      Change in assets and liabilities, net of acquisitions:
         Decrease (increase) in accounts and long-term receivables...              (534)             10,868
         Decrease in inventories and prepaid expenses................              2,318              5,057
         Increase in other assets....................................              (225)              (299)
         Increase (decrease) in accounts payable and accrued
            expenses.................................................              2,205            (8,727)
         Decrease in other noncurrent liabilities....................              (605)               (70)
                                                                         ---------------- ------------------
           Net cash provided by operating activities.................             16,280              9,242
                                                                         ---------------- ------------------

Cash flows from investing activities:
    Proceeds from sale of ICS Division...............................                 --             13,554
    Purchases of property, plant and equipment.......................            (3,202)            (1,161)
    Payments to acquire companies and customer rights................            (3,379)                 --
                                                                         ---------------- ------------------
           Net cash provided by (used in) investing activities.......            (6,581)             12,393
                                                                         ---------------- ------------------

Cash flows from financing activities:
    Proceeds from exercise of common stock rights ...................             24,574                 --
    Principal payments on long-term debt.............................              (482)           (13,705)
                                                                         ---------------- ------------------
           Net cash provided by (used in) financing activities.......             24,092           (13,705)
                                                                         ---------------- ------------------

Effect of exchange rate changes on cash..............................              (415)              (136)
                                                                         ---------------- ------------------
Increase in cash and cash equivalents................................             33,376              7,794

Cash and cash equivalents at beginning of period.....................             38,198             19,415
                                                                         ---------------- ------------------

Cash and cash equivalents at end of period...........................            $71,574            $27,209
                                                                         ================ ==================



                                       See notes to condensed consolidated financial statements
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


                                                                   Reorganized             Predecessor
                                                                     Company                 Company
                                                              ----------------------- ----------------------
                                                                   Three Months           Three Months
                                                                      Ended                   Ended
                                                                   December 31,           December 31,
(Dollars in thousands)                                                 1996                   1995
------------------------------------------------------------- ----------------------- ----------------------
Cash paid during the period for:
<S>                                                                  <C>                    <C>
    Interest.............................................            $   269                  $ 3,486
    Income taxes.........................................            $ 2,080                  $ 606

</TABLE>
<TABLE>
<CAPTION>


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
   AND FINANCING ACTIVITIES:


                                                                   Reorganized             Predecessor
                                                                     Company                 Company
                                                              ----------------------- ----------------------
                                                                   Three Months           Three Months
                                                                      Ended                   Ended
                                                                   December 31,           December 31,
(Dollars in thousands)                                                 1996                   1995
------------------------------------------------------------- ----------------------- ----------------------
<S>                                                                  <C>                      <C>
Assets acquired by assuming liabilities .................            $    670                 $ --
Interest on subordinated notes satisfied with
 additional notes........................................            $ 11,960                 $ --





                                       See notes to condensed consolidated financial statements


</TABLE>




<PAGE>

<TABLE>
<CAPTION>


CONDENSED CONSOLIDATED STATEMENTS OF  STOCKHOLDERS' EQUITY (Unaudited)
Anacomp, Inc. and Subsidiaries


THREE MONTHS ENDED DECEMBER 31, 1996 - REORGANIZED COMPANY

                                                                Capital in    Cumulative
                                                    Common       excess of   Translation     Accumulated
(Dollars in thousands)                               Stock       par value    Adjustment       Deficit         Total
------------------------------------------------ -------------- ------------ ------------- ---------------- -------------

<S>                                                       <C>       <C>              <C>         <C>             <C>
BALANCE AT SEPTEMBER 30, 1996                             $101      $80,318          $159        $(22,009)       $58,569
Common stock issued for exercise of rights                  36       24,538            --               --        24,574
Translation adjustments for period.........                 --           --           344               --           344
Other......................................                 --           --            --                1             1
Net loss for the period....................                 --           --            --         (12,914)      (12,914)
                                                 -------------- ------------ ------------- ---------------- -------------
BALANCE AT DECEMBER 31, 1996                              $137     $104,856          $503        $(34,922)       $70,574
                                                 ============== ============ ============= ================ =============

</TABLE>
<TABLE>
<CAPTION>

THREE MONTHS ENDED DECEMBER 31, 1995 - PREDECESSOR COMPANY

                                                                Capital in    Cumulative
                                                    Common       excess of   Translation     Accumulated
(Dollars in thousands)                               Stock       par value    Adjustment       Deficit         Total
------------------------------------------------ -------------- ------------ ------------- ---------------- -------------

<S>                                                       <C>      <C>             <C>          <C>           <C>
BALANCE AT SEPTEMBER 30, 1995                             $462     $182,725        $1,329       $(372,759)    $(188,243)
Preferred stock conversion.................                  1          700            --               --           701
Preferred stock dividends..................                 --           --            --            (516)         (516)
Accretion of redeemable preferred stock
  discount.................................                 --           --            --             (24)          (24)
Translation adjustments for period.........                 --           --         (796)               --         (796)
Net income for the period..................                 --           --            --            1,053         1,053
                                                 ============== ============ ============= ================ =============
BALANCE AT DECEMBER 31, 1995                              $463     $183,425          $533       $(372,246)    $(187,825)
                                                 ============== ============ ============= ================ =============


                                       See notes to condensed consolidated financial statements

</TABLE>
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Anacomp, Inc. and Subsidiaries


NOTE 1.  GENERAL:

     The Condensed  Consolidated  Financial Statements included herein have been
prepared by Anacomp,  Inc.  ("Anacomp" or the  "Company")  and its  wholly-owned
subsidiaries  without  audit,  pursuant  to the  rules  and  regulations  of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and  regulations;  however,  the Company believes that the disclosures are
adequate  to make  the  information  presented  not  misleading.  The  Condensed
Consolidated  Financial Statements included herein should be read in conjunction
with the financial  statements  and the notes thereto  included in the Company's
Report on Form 10-K for the fiscal year ended September 30, 1996.

     In  the  opinion  of  management,   the  accompanying   interim   Condensed
Consolidated  Financial Statements contain all material adjustments necessary to
present fairly the consolidated financial condition,  results of operations, and
changes in  financial  position  and  stockholders'  equity of  Anacomp  and its
subsidiaries  for the interim  periods  presented.  Certain amounts in the prior
interim  consolidated  financial statements have been reclassified to conform to
the current period presentation.

     Due to the  Company's  Reorganization  and  implementation  of Fresh  Start
Reporting,   The  Condensed   Consolidated  Financial  Statements  for  the  new
Reorganized  Company (period  starting May 31, 1996) are not comparable to those
of the Predecessor Company. For financial reporting purposes, the effective date
of the Reorganized  Company's  emergence from bankruptcy is considered to be the
close of business on May 31, 1996.

     A black  line has been  drawn on the  accompanying  Condensed  Consolidated
Financial  Statements to  distinguish  between the  Reorganized  Company and the
Predecessor Company.


NOTE 2.  COMPONENTS OF CERTAIN BALANCE SHEET ACCOUNTS:

     Inventories

     Inventories  are  stated  at the  lower  of  cost  or  market,  cost  being
determined by methods approximating the first-in, first-out basis. In accordance
with Fresh Start  Reporting,  inventories were reflected at fair market value as
of May 31, 1996.

     The cost of the inventories is distributed as follows:

<TABLE>
<CAPTION>
                                                                          December 31,      September 30,
           (Dollars in thousands)                                             1996               1996
           ----------------------------------------------------------- ------------------- -----------------

<S>                                                                               <C>               <C>
           Finished goods.......................................                  $18,228           $22,557
           Work in process......................................                    3,335             2,748
           Raw materials and supplies...........................                    8,405             6,551
                                                                       =================== =================
                                                                                  $29,968           $31,856
                                                                       =================== =================


</TABLE>


<PAGE>

     Property and Equipment

     Property and equipment are carried at cost.  Depreciation  and amortization
of property and equipment are generally provided under the straight-line  method
for financial  reporting purposes over the shorter of the estimated useful lives
or the lease terms.  Tooling costs are amortized over the total  estimated units
of  production,  not to exceed  three  years.  In  accordance  with Fresh  Start
Reporting, property and equipment were reflected at fair market values as of May
31, 1996.


     Restricted Cash

     Restricted  cash  represents  cash  reserved as  collateral  for letters of
credit issued by the Company or cash held in escrow  primarily to secure certain
contingent  obligations of the Company. The contingent obligations are primarily
related to environmental liabilities and certain insurance policies.


NOTE 3.  FINANCIAL RESTRUCTURING COSTS:

     On April 6, 1995,  Anacomp  announced  that it had  withdrawn  its proposed
offering of $225 Senior  Secured Notes and a related offer to purchase up to $50
million of the Company's outstanding 15% Senior Subordinated Notes. The offering
would have deferred an aggregate of $153 million in scheduled principal payments
in fiscal years 1995 through  1998,  thereby  providing  Anacomp with  increased
liquidity and additional cash for product development. Costs directly related to
these  activities  of $2.8 million for the three months ended  December 31, 1995
are included as "Financial  restructuring  costs" in the accompanying  Condensed
Consolidated Statements of Operations.


NOTE 4.  SALE OF ICS DIVISION:

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


NOTE 5.  INCOME TAXES:

     Income tax expense is reported  for the  Predecessor  Company  based on the
actual  effective  tax rate for the three month period ended  December 31, 1995.
For  this  period,  the  U.S.  Federal  tax rate is zero  because  the U.S.  tax
provision  of $1.3  million  was  offset  by a  corresponding  reduction  to the
valuation allowance.

     Amortization of "Reorganization  value in excess of identifiable assets" is
not deductible for income tax purposes.  Accordingly,  the  Reorganized  Company
incurs  income tax  expense  even  though it reports a pre-tax  loss due to such
amortization. <PAGE>

     For the three  months  ended  December  31,  1996,  income  tax  expense is
reported for the Reorganized  Company based upon an estimated effective tax rate
for fiscal 1997 of 43%. Also for the three months ended  December 31, 1996,  the
limited  tax  benefit  of the U.S.  Federal  net  operating  loss  carryforwards
("NOLs") of the  Reorganized  Company  resulted  in a credit of $2.6  million to
"Reorganization value in excess of identified assets" and does not reduce income
tax expense.


     At December 31, 1996,  the  Reorganized  Company had NOLs of  approximately
$122 million  available to offset future taxable income.  Usage of these NOLs by
the  Reorganized  Company  is  limited to  approximately  $4  million  annually.
However,  the  Reorganized  Company may  authorize the use of other tax planning
techniques to utilize a portion of the remaining NOLs before they expire. In any
event, the Reorganized Company expects that substantial amounts of the NOLs will
expire  unused.  NOLs available to offset taxable income for fiscal year 1997 is
estimated to be $17 million.

NOTE 6.  EARNINGS (LOSS) PER SHARE:

     The computation of earnings (loss) per common and common  equivalent  share
is based upon the weighted  average number of common shares  outstanding  during
the  periods  plus (in the  periods in which they have a  dilutive  effect)  the
effect of common shares contingently issuable,  primarily from stock options and
exercise of warrants.

     Fully diluted  earnings  (loss) per share are the same as primary  earnings
per share for the periods presented.

     The weighted  average  number of common shares  outstanding  and net income
(loss)  per  common  share  for  periods  prior  to May 31,  1996  have not been
presented  because,  due to the restructuring and  implementation of Fresh Start
Reporting, they are not comparable to subsequent periods.


NOTE 7.  ACQUISITIONS:

     During the three months ended December 31, 1996,  the Company  acquired the
customer bases and other specified assets of three businesses:  Archive Storage,
Inc.  ("ASI"),  Precision Data Services,  Inc. ("PDS") and Integra  Technologies
Corporation ("ITC").

          ASI is a  Massachusetts  company  that  specializes  in the  long-term
     storage of critical business  records.  The ASI purchase price consisted of
     $180,000 cash paid at closing, the assumption of a $70,000 debt obligation,
     and a contingent  cash payment of up to $500,000 based upon future earnings
     of Anacomp's storage business.

          PDS is a service bureau in New York specializing in Computer Output to
     Microfilm  ("COM").  The PDS purchase price  consisted of $1.7 million cash
     paid at closing.

          ITC is a  Massachusetts  company that  provides  maintenance  services
     relating to ITC equipment  sold for the cleaning,  testing,  certifying and
     degaussing  of computer  tape.  The ITC  purchase  price  consisted of $1.5
     million cash paid at closing, the assumption of a $600,000 deferred revenue
     liability,  and a contingent  cash payment of up to $2.7 million based upon
     future revenues of the ITC business.

NOTE 8.    RIGHTS OFFERING:

     On October  30,  1996,  the  Company  completed  a rights  offering  to its
existing  shareholders  that  resulted in the issuance of 3.6 million  shares of
common  stock.  For each share of Anacomp  common  stock held as of the close of
business on September 18, 1996, the Company  distributed 0.36 rights to purchase
an additional share of common stock at a subscription price of $6.875 per share.
The Company  will use the  proceeds of the rights  offering,  approximately  $25
million, for the acquisition of businesses, assets and technologies.

<PAGE>


NOTE 9.    SUBSEQUENT EVENTS:

     Subsequent  to December  31, 1996,  the Company  acquired all of the common
stock of two businesses: COM S.r.l. and Data/Ware Development, Inc.

          COM  S.r.l.  is a  service  bureau  in Milan,  Italy  specializing  in
     Computer  Output  to  Microfilm  ("COM").  The COM  S.r.l.  purchase  price
     consisted of $460,000 cash paid at closing,  and  represents  the Company's
     first European service bureau.

          Data/Ware  Development,  Inc.  is  a  California  based  company  that
     manufactures  and markets CD output systems,  optical storage  controllers,
     and  mainframe  connectivity   solutions.   The  Data/Ware  purchase  price
     consisted of $11.2 million cash paid at closing, and contingent cash and/or
     stock payments of up to $3.2 million based upon future operating results of
     the Data/Ware business over the next two years.


     On January 22, 1997, the Company reached a multi-year product and marketing
agreement with FileNet Corp to provide Windows(R) NT-based software applications
for  integrated  information  delivery.  FileNet Corp's newest suite of document
management and workflow software, a set of integrated,  open,  componentized and
complementary  solutions,  will serve as the platform for vertical  applications
developed and marketed by the Company under the name Concerto(TM). In connection
with this agreement the Company is required to prepay  software  license fees of
$1.0 million to FileNet Corp. during the second quarter of fiscal 1997.

     On January 27, 1997, the Company  reached an agreement with Lehman Brothers
for the  refinancing  of the Company's  11-5/8%  Senior  Secured  Notes.  Lehman
Brothers has agreed to underwrite a new $80 million debt facility, consisting of
$55  million in term  loans and a revolver  of up to $25  million.  The  Company
intends to pre-pay the next principal installment of approximately $14.3 million
on its existing Senior Secured Notes,  which had a balance  outstanding of $97.9
million at  December  31,  1996.  On February  28,  1997,  the Company  will use
available cash and  borrowings  under the new senior debt facility to redeem the
balance of the Senior Secured Notes,  reducing the Company's  senior debt to $55
million  in new  term  loans  and  leaving  the $25  million  revolver  undrawn.
Accordingly,  $42.9 million of senior secured notes  outstanding at December 31,
1996 are  reflected  as current  portion of long-term  debt in the  accompanying
Condensed  Consolidated  Balance  Sheet.  This  agreement  replaces  the  former
agreement  with Lehman  Brothers  reached on November  20, 1996 to  underwrite a
similar debt  facility,  as noted in the  Company's  Report on Form 10-K for the
fiscal year ended September 30, 1996.

     On February 3, 1997, the Company's  shareholders approved the Anacomp, Inc.
1997 Qualified  Employee Stock Purchase Plan (the "Stock  Purchase  Plan").  The
Stock  Purchase  Plan  allows  qualified  employees  to  purchase  shares of the
Company's  common stock at the lower of 85% of the fair market value at the date
of  purchase or 85% of the fair  market  value on the first day of the  offering
period.  A maximum of 500,000  shares of common stock is available  for purchase
under the Stock Purchase Plan.

     On February 3, 1997, the Company's  shareholders approved the Anacomp, Inc.
1996 Long-Term  Incentive Plan (the "Incentive  Plan"). The Company has reserved
1,450,000 shares of its common stock for issuance in connection with options and
awards under this plan.



<PAGE>


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

Results of Operations

     General

     Anacomp  reported a net loss of $12.9  million for the three  months  ended
December 31,  1996,  compared to net income of $1.1 million for the three months
ended  December  31,  1995.  Included in the net loss for the three months ended
December 31, 1996 is non-cash amortization of the Company's reorganization value
asset of $19.2  million  and  receipt  of a  one-time  $3.6  million  prepayment
relating to a long-standing OEM purchase agreement with Kodak.

     Pursuant to the 1990 OEM  agreement  noted  above,  Kodak was  obligated to
purchase  an  additional  151 XFP 2000  systems  by  October  1997 or pay a cash
penalty to the Company. In an amendment to this agreement,  the Company accepted
the $3.6 million  prepayment  and a commitment  to purchase an additional 41 XFP
2000 systems by October 1997.

     Included in net income for the three  months  ended  December 31, 1995 is a
$6.2 million gain on the sale of the Image Conversion  Services Division ("ICS")
and $2.8 million of financial  restructuring  costs.  Earnings before  interest,
other  income,  reorganization  items,  financial  restructuring  costs,  taxes,
depreciation and amortization  ("EBITDA") was $23.3 million for the three months
ended  December  31, 1996  compared to $23.1  million for the three months ended
December 31, 1995. Excluding the Kodak prepayment,  EBITDA was $19.7 million for
the current period.

     Total revenues for the first quarter of $116.5  million  represents a $13.8
million  decrease from the first quarter of the prior year.  Approximately  $5.5
million of the decrease is due to the  discontinuance  and downsizing of product
lines,  including ICS ($1.5 million),  reader and reader printer  products ($2.4
million),  source document film ($.7 million) and micrographics accessories ($.9
million).  The remaining $8.3 million decrease in revenues is due to the general
downward trend in both the micrographics and magnetics product lines.

     Cost of services  provided as a percentage of services  revenue was 53% for
the three months ended December 31, 1996, compared to 55% for the same period of
the prior year. Cost of equipment and supplies sold as a percentage of equipment
and supplies sales, excluding the one-time $3.6 million payment noted above, was
76% for the three months ended  December 31, 1996,  compared to 78% for the same
period of the prior year.

     Selling,  general and  administrative  expenses were 19% of revenue in 1996
and 1995, excluding the one-time $3.6 million payment noted above.

     Interest  expense and fee amortization of $9.8 million for the three months
ended December 31, 1996, decreased significantly over the prior year, due to the
Company's  improved debt structure as a result of the  Reorganization  in fiscal
1996.

Products and Services

     Output services revenues  decreased $2.4 million for the three months ended
December 31, 1996  compared to the same three  months of fiscal 1996,  excluding
the  effect of the ICS sale.  COM  services  volumes  decreased  1% and  average
selling  prices  decreased  10%.  Data center  acquisitions  and  several  large
customer  gains have  contributed to both the  stabilization  of volumes and the
decrease in average  selling  prices.  The  acquired  data  centers  contributed
volumes,  but at significantly  lower average selling prices. The large customer
gains  received  favorable  pricing  due to their  volumes.  Gross  margins as a
percentage of revenue decreased by 1% due to the aforementioned  impact of lower
average selling prices.

     Technology services (primarily maintenance) revenues decreased $2.0 million
for the three months ended  December  31, 1996,  primarily  due to the effect of
replacing  older  generation  COM  systems  with the XFP,  which has a  capacity
significantly greater than the older COM systems.  Gross margins as a percentage
of revenue  improved five percentage  points as a result of decreased  personnel
and supply costs.  Personnel costs  decreased as planned  reductions in the work
force  were  made to bring  headcount  in line  with the  declining  base of COM
recorders under maintenance.

     COM systems revenues for the three months ended December 31, 1996 decreased
$2.0  million  compared to the same period of the prior  year.  The  decrease in
revenue is  attributable to a decrease in the number of systems sold and the mix
and pricing of new and used systems.  The Company sold or leased 20 XFP 2000 COM
systems to third party users in the current  period,  with a mix of 13 new units
and 7 used units.  For the same period in the prior  year,  the Company  sold or
leased 28 systems, with a mix of 27 new units and 1 used unit. Gross margin as a
percentage  of revenue  improved  primarily  due to the result of  manufacturing
efficiencies realized during fiscal 1996.

     Digital systems  revenues for the three months ended December 31, 1996 were
$1.6 million.  The sale of two XSTAR digital systems  accounted for $1.5 million
of the revenue total.  There were no digital systems sold for the same period of
the prior year.

     Micrographics  supplies  revenues for the three  months ended  December 31,
1996  decreased  $6.6 million  compared to the same period of the prior year. As
previously  mentioned,  part of this  decrease is due to the  discontinuance  or
downsizing of reader and reader printer products ($2.4 million), source document
film ($.7 million) and micrographics  accessories ($.9 million). The other major
components  of the  decrease  were  duplicate  film sales and  Original COM film
sales, which is consistent with long-term trends.  Gross margins as a percentage
of revenue were comparable between periods.

     Magnetic  media  revenues  for the three  months  ended  December  31, 1996
decreased  $4.2  million  compared  to the same  period of the prior  year.  The
decline is due mainly to the decreased  unit sales in open reel tape,  3480 tape
cartridges and 3490E tape cartridges. Magnetics gross margins as a percentage of
revenue  increased in the current period  principally  due to increases in sales
price on selected products and increased sales on higher margin products.


Liquidity and Capital Resources

     Anacomp's  working  capital at December  31,  1996,  excluding  the current
portion of  long-term  debt,  was $69.7  million,  compared to $26.4  million at
September 30, 1996. Net cash provided by operating activities increased to $16.3
million for the first three months of fiscal  1997,  compared to $9.2 million in
the  comparable  prior period.  Net cash used in investing  activities  was $6.6
million in the  current  period,  compared  to net cash  provided  by  investing
activities of $12.4  million in the  comparable  prior  period.  This change was
primarily the result of the Company using $3.4 million of cash for  acquisitions
in the current period while the Company generated $13.5 million in cash from the
sale of the ICS Division in the prior period.  Also,  the Company  increased its
capital  expenditures  for property,  plant and equipment to $3.2 million during
the current period.

     Net cash  provided by financing  activities  increased to $24.1 million for
the three  months ended  December  31, 1996,  compared to cash used in financing
activities of $13.7 million in the  comparable  prior period.  This increase was
primarily due to the Company's  successful  rights offering of approximately 3.6
million  shares of common stock which  provided  approximately  $24.6 million in
cash in the current period, and debt repayments of $13.7 million included in the
prior period.

     The Company's cash balance  (including  restricted cash) as of December 31,
1996 was $81.2  million,  compared  to $47.8  million  at  September  30,  1996,
primarily due to cash generated from the rights offering noted above.

     The Company has significant  debt service  obligations.  The ability of the
Company to meet its debt  service  and other  obligations  will  depend upon its
future performance and is subject to financial, economic and other factors, some
of which are beyond its control. However, the Company believes that cash on hand
and cash generated from  operations  will be sufficient to fund its debt service
requirements,  acquisition  strategies and working  capital  requirements in the
foreseeable future.

     Subsequent  to December 31,  1996,  the Company  reached an agreement  with
Lehman  Brothers for the  refinancing  of the Company's  11-5/8%  Senior Secured
Notes.  Under the planned  refinancing,  the Company intends to pre-pay the next
principal  installment  of  approximately  $14.3 million on its existing  Senior
Secured Notes, which had a balance  outstanding of $97.9 million at December 31,
1996. On February 28, 1997,  the Company will use available  cash and borrowings
under the new senior debt  facility to redeem the balance of the Senior  Secured
Notes,  reducing the Company's  senior debt to $55 million in new term loans and
leaving a new $25 million revolver undrawn.



<PAGE>

                         ANACOMP, INC. AND SUBSIDIARIES


                           PART II: OTHER INFORMATION



ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

      (a)      Exhibits

               (27)Financial data schedule (required for electronic filing only)

      (b)      Reports on Form 8-K

               There were no reports on Form 8-K filed during the quarter  ended
               December 31, 1996


<PAGE>


SIGNATURES



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

ANACOMP, INC.





/s/ Donald L. Viles
Donald L. Viles
Executive Vice President and
  Chief Financial Officer


Dated this 13th day of February, 1997