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

                                    FORM 10-Q


      (Mark One)
      [X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
           SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH
           31, 2000.

                                       or

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


                         Commission File Number: 1-8328


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


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



                     12365 Crosthwaite Circle, Poway, California 92064
                                       (858) 679-9797
   (Address, including zip code, and telephone number, including area code,
                        of principal executive offices)



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

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

     As of April 30, 2000, the number of outstanding  shares of the registrant's
common stock, $.01 par value per share, was 14,514,693.



<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                                      INDEX
<TABLE>
<CAPTION>

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

                Condensed Consolidated Balance Sheets at
                   March 31, 2000 and September 30, 1999.......     2

                Condensed Consolidated Statements of Operations
                   Three Months Ended March 31, 2000 and 1999..     3

                Condensed Consolidated Statements of Operations
                   Six Months Ended March 31, 2000 and 1999....     4

                Condensed Consolidated Statements of Cash Flows
                   Six Months Ended March 31, 2000 and 1999....     5

                Condensed Consolidated Statements of
                   Stockholders' Equity (Deficit) and
                   Comprehensive Income (Loss)
                     Six Months Ended March 31, 2000...........     6

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

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


  Item 3.    Quantitative and Qualitative Disclosures About
             Market Risk.......................................     14


  PART II.   OTHER INFORMATION

  Item 1.    Legal Proceedings.................................     16

  Item 2.    Changes in Securities and Use of Proceeds.........     16

  Item 4.    Submission of Matters to a Vote of Security Holders    16

  Item 5.    Other Information.................................     16

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

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

</TABLE>





<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                    March 31,      September 30,
(in thousands)                                        2000             1999
                                                   -------------  -------------
                                                    (Unaudited)
<S>                                                <C>            <C>
Assets
Current assets:
   Cash and cash equivalents.....................  $     2,458    $    11,144
   Accounts and notes receivable, net............       70,277         75,259
   Current portion of long-term receivables, net.        2,094          2,952
   Inventories...................................       23,508         19,659
   Prepaid expenses and other....................       10,530          8,589
                                                   -----------    -----------
Total current assets.............................      108,867        117,603

Property and equipment, net......................       49,699         47,439
Long-term receivables, net of current portion....        5,077          7,635
Goodwill.........................................      124,740        132,965
Reorganization value in excess of identifiable
   assets, net ..................................          ---         12,003
Other assets.....................................       12,682         12,872
                                                   -----------    -----------
                                                   $   301,065    $   330,517
                                                   ===========    ===========
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
   Bank borrowings and current portion of
     long-term debt..............................  $    19,690    $     9,987
   Accounts payable..............................       37,236         34,058
   Accrued compensation, benefits and withholdings      14,240         17,229
   Accrued income taxes..........................        3,339          6,509
   Accrued interest..............................       16,980         17,061
   Other accrued liabilities.....................       30,437         38,798
                                                   -----------    -----------
Total current liabilities........................      121,922        123,642
                                                   -----------    -----------
Noncurrent liabilities:
   Long-term debt, net of current portion........      311,056        313,885
   Other noncurrent liabilities..................       10,719         10,626
                                                   -----------    -----------
Total noncurrent liabilities.....................      321,775        324,511
                                                   -----------    -----------
Stockholders' equity (deficit):
   Preferred stock...............................         ----           ----
   Common stock..................................          145            149
   Capital in excess of par value................      110,244        108,997
   Accumulated other comprehensive loss..........          (62)        (1,222)
   Accumulated deficit...........................     (252,959)      (225,560)
                                                   -----------    -----------
Total stockholders' deficit......................     (142,632)      (117,636)
                                                   -----------    -----------
                                                   $   301,065    $   330,517
                                                   ===========    ===========
</TABLE>

        See the notes to the condensed consolidated financial statements

<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                           March 31,
                                                   ------------------------
(in thousands, except per share amounts)              2000          1999
                                                   ----------    ----------
<S>                                                  <C>          <C>
Revenues:
   docHarbor....................................   $      949    $      206
   Document Solutions...........................       56,739        59,361
   Field Service................................       15,807        18,492
   DatagraphiX..................................       31,378        34,483
                                                   ----------    ----------
                                                      104,873       112,542
                                                   ----------    ----------
Cost of revenues:
   docHarbor....................................        3,066           101
   Document Solutions...........................       34,454        37,548
   Field Service................................        7,904         9,592
   DatagraphiX..................................       23,303        20,062
                                                   ----------    ----------
                                                       68,727        67,303
                                                   ----------    ----------
Gross Profit....................................       36,146        45,239
Costs and expenses:
   Engineering, research and development........        2,751         1,877
   Selling, general and administrative..........       23,923        23,385
   Amortization of reorganization asset.........          ---        17,946
   Amortization of intangible assets............        4,793         5,098
   Restructuring charges........................        6,966           ---
                                                   ----------    ----------
Operating loss from continuing operations.......       (2,287)       (3,067)
                                                   ----------    ----------
Other income (expense):
   Interest income..............................          416           691
   Interest expense and fee amortization........      (10,040)      (10,317)
   Other........................................         (255)         (860)
                                                   ----------    ----------
                                                       (9,879)      (10,486)
                                                   ----------    ----------
Loss from continuing operations before income
   taxes........................................      (12,166)      (13,553)
Provision for income taxes......................           29         1,845
                                                   ----------    ----------
Loss from continuing operations.................      (12,195)      (15,398)
Income from discontinued operations, net of
   income taxes.................................          ---           520
                                                   ----------    ----------
Net loss........................................   $  (12,195)   $  (14,878)
                                                   ==========    ==========
Basic and diluted per share data:
Loss from continuing operations.................   $    (0.85)   $    (1.08)
Income from discontinued operations.............          ---          0.04
                                                   ----------    ----------
Basic and diluted net loss......................   $    (0.85)   $    (1.04)
                                                   ==========    ==========
Shares used in computing basic net loss per
   share........................................       14,431        14,233
                                                   ==========    ==========
</TABLE>

        See the notes to the condensed consolidated financial statements


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                       Six Months Ended
                                                           March 31,
                                                   ------------------------
(in thousands, except per share amounts)              2000          1999
                                                   ----------    ----------
<S>                                                <C>           <C>
Revenues:
   docHarbor....................................   $    1,812    $      386
   Document Solutions...........................      115,199       117,637
   Field Service................................       34,288        36,873
   DatagraphiX..................................       55,398        72,011
                                                   ----------    ----------
                                                      206,697       226,907
                                                   ----------    ----------
Cost of revenues:
   docHarbor....................................        5,271           201
   Document Solutions...........................       71,781        74,179
   Field Service................................       17,224        18,931
   DatagraphiX..................................       38,703        42,817
                                                   ----------    ----------
                                                      132,979       136,128
                                                   ----------    ----------
Gross Profit....................................       73,718        90,779
Costs and expenses:
   Engineering, research and development........        5,232         4,391
   Selling, general and administrative..........       47,031        47,111
   Amortization of reorganization asset.........       12,003        35,891
   Amortization of intangible assets............       10,167         9,634
   Restructuring charges........................        6,966           ---
                                                   ----------    ----------
Operating loss from continuing operations.......       (7,681)       (6,248)
                                                   ----------    ----------
Other income (expense):
   Interest income..............................          698         1,079
   Interest expense and fee amortization........      (19,636)      (20,278)
   Other........................................         (230)         (631)
                                                   ----------    ----------
                                                      (19,168)      (19,830)
                                                   ----------    ----------
Loss from continuing operations before income
   taxes........................................      (26,849)      (26,078)
Provision for income taxes......................          550         4,122
                                                   ----------    ----------
Loss from continuing operations.................      (27,399)      (30,200)
Income from discontinued operations, net of
   income taxes.................................          ---           809
                                                   ----------    ----------
Net loss........................................   $  (27,399    $  (29,391)
                                                   ==========    ==========
Basic and diluted per share data:
Loss from continuing operations.................   $    (1.90)   $    (2.12)
Income from discontinued operations.............          ---          0.06
                                                   ----------    ----------
Basic and diluted net loss......................   $    (1.90)   $    (2.06)
                                                   ==========    ==========
Shares used in computing basic net loss per
   share........................................       14,388        14,250

</TABLE>


        See the notes to the condensed consolidated financial statements


<PAGE>

                         ANACOMP, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                       Six Months Ended
                                                          March 31,
                                                  ------------------------
(in thousands)                                        2000          1999
                                                  ----------    ----------
<S>                                               <C>           <C>
Cash flows from operating activities:
   Net loss.....................................  $  (27,399)   $  (29,391)

   Adjustments to reconcile net loss to net
     cash provided by (used in) operating
     activities:
    Income from discontinued operations, net of
      income taxes..............................         ---          (809)
    Depreciation and amortization...............      31,754        55,106
    Non-cash compensation.......................          10           573
    Non-cash charge in lieu of taxes............         ---         3,108
      Restricted cash requirements..............         ---         3,383
      Loss on sale of assets....................         ---          (618)
      Change in assets and liabilities, net of
       effects from acquisitions:
      (Increase)/decrease in accounts and
        long-term receivables...................       8,061        (1,296)
      (Increase)/decrease in inventories and
        prepaid expenses........................      (5,917)          223
      Increase in other assets..................      (1,188)         (937)
      Decrease in accounts payable and accrued
        expenses................................     (15,324)      (12,147)
      (Increase)/decrease in other noncurrent
        liabilities.............................          93          (371)
                                                  ----------    ----------
      Net cash provided by (used in) continuing
         operations.............................      (9,910)       16,824
      Net operating cash provided by
         discontinued operations................         ---         2,278
                                                  ----------    ----------
      Net cash provided by (used in) operating
         activities.............................      (9,910)       19,102
                                                  ----------    ----------
Cash flows from investing activities:
   Purchases of property, plant and equipment...     (11,476)      (14,384)
   Capital expenditures of discontinued
     operations.................................         ---          (165)
   Proceeds from sale of assets.................         ---         2,732
   Payments to acquire companies and customer
     rights.....................................         ---        (9,533)
                                                  ----------    ----------
      Net cash used in investing activities.....     (11,476)      (21,350)
                                                  ----------    ----------
Cash flows from financing activities:
   Proceeds from the exercise of options and
     warrants...................................       2,067           382
   Proceeds from employee stock purchases.......         510           782
   Repurchases of common stock..................      (1,600)       (2,188)
   Proceeds from liquidation of currency swap
     contracts..................................       3,424           ---
   Net proceeds from revolving line of credit...      10,000           ---
   Principal payments on long-term debt.........        (283)         (337)
                                                  ----------    ----------
      Net cash provided by (used in) financing
         activities.............................      14,118        (1,361)
                                                  ----------    ----------
Effect of exchange rate changes on cash.........      (1,418)         (491)
                                                  ----------    ----------
Decrease in cash and cash equivalents...........      (8,686)       (4,100)
Cash and cash equivalents at beginning of period      11,144        17,721
                                                  ----------    ----------
Cash and cash equivalents at end of period......  $    2,458    $   13,621
                                                  ==========    ==========
Supplemental Information:
  Cash paid for interest........................  $  18,325     $  15,712
                                                  ==========    ==========

  Cash paid for income taxes....................  $  1,735      $  3,127
                                                  ==========    ==========
  Assets acquired by assuming liabilities.......  $    ---      $    490
                                                  ==========    ==========
</TABLE>

        See the notes to the condensed consolidated financial statements



<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
               EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                Accumulated
                                                   other
(in thousands)                                 comprehensive
                               Common   paid-in    income   Accumulated
                               Stock    capital   (loss)    Deficit     Total
                               -----    -------   ------     -------    -----
BALANCE AT SEPTEMBER 30, 1999  $149    $108,997  $(1,222)  $(225,560) $(117,636)
--------------------------------------------------------------------------------
<S>                            <C>     <C>       <C>       <C>        <C>
Net loss......................  ---         ---      ---     (27,399)   (27,399)
Translation adjustment........  ---         ---   (2,264)        ---     (2,264)
Realized gain on currency
     swap contracts...........  ---         ---    3,424         ---      3,424
                                                                      ----------
Comprehensive loss............                                          (26,239)
                                                                      ----------
Common stock issued for
exercise of stock
     options..................  ---       2,333      ---         ---      2,333
Common stock issued for
employee stock
     purchases................  ---         510      ---         ---        510
Common stock purchased and
     retired..................   (4)     (1,596)     ---         ---     (1,600)
================================================================================
BALANCE AT MARCH 31, 2000      $145    $110,244  $   (62)  $(252,959) $(142,632)
================================================================================
</TABLE>




        See the notes to the condensed consolidated financial statements


<PAGE>


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

Note 1.  Basis of Presentation

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of Anacomp,  Inc.  ("Anacomp" or the  "Company")  and its  wholly-owned
subsidiaries.  All significant  intercompany accounts and transactions have been
eliminated.  These  financial  statements,  except for the  balance  sheet as of
September  30, 1999,  have not been audited but, in the opinion of the Company's
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments)  necessary  for a  fair  presentation  of the  Company's  financial
position,  results of operations and cash flows for all periods presented. These
financial  statements should be read in conjunction with the Company's financial
statements and notes thereto for the year ended September 30, 1999,  included in
the Company's 1999 Annual Report on Form 10-K. Interim operating results are not
necessarily indicative of operating results for the full year.

Note 2.  Management Estimates and Assumptions

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

Certain prior period  amounts have been  reclassified  to conform to the current
period presentation.

Note 3.  Reorganization Asset

As of May 31, 1996, the Company adopted Fresh Start Reporting, which resulted in
material  changes to its  consolidated  balance  sheet,  including  valuation of
assets,  intangible assets and liabilities at fair market value and valuation of
equity based on the appraised  reorganization value of the ongoing business. The
net  result  of  the  valuation  of  identifiable  assets,  the  recognition  of
liabilities  at fair market  value and the  valuation  of equity was the Company
recognizing an asset entitled  "Reorganization  value in excess of  identifiable
assets" (the "Reorganization Asset") totaling $267.5 million as of May 31, 1996.
The Reorganization Asset was fully amortized as of November 30, 1999.

Note 4.  Recent Accounting Pronouncements

In June of 1998, the Financial  Accounting  Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," and in June 1999
issued SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133."
SFAS No. 133, as amended by SFAS No. 137, is effective  for all fiscal  quarters
of all  fiscal  years  beginning  after  June 15,  2000.  The  objective  of the
statement is to establish  accounting  and reporting  standards  for  derivative
instruments  and  hedging  activities.  The  Company  uses  cross-currency  swap
agreements that hedge the U.S. dollar value of its net assets of certain foreign
subsidiaries.  The adoption of this new accounting pronouncement is not expected
to be material to the Company's  consolidated  financial  position or results of
operations  as  the  accounting  for  such  cross-currency  swap  agreements  is
essentially unchanged by the provisions of SFAS No. 133.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting   Bulletin  ("SAB")  No.  101,  "Revenue   Recognition  in  Financial
Statements",  in which the SEC interprets existing accounting literature related
to revenue recognition.  SAB No. 101 must be implemented no later than the first
fiscal quarter of the fiscal year beginning after December 15, 1999. The Company
is  currently  assessing  the impact of SAB 101 on its  financial  position  and
results of operations.

<TABLE>
<CAPTION>

Note 5.  Inventories
                                                   March 31,   September 30,
                                                  ----------   ------------
(in thousands)                                       2000          1999
                                                  ----------   ------------
<S>                                               <C>          <C>
  Finished goods................................  $  10,871      $   9,827
  Work in process...............................      2,943          2,433
  Raw materials and supplies....................      9,694          7,399
                                                  ----------   ------------
                                                  $  23,508      $  19,659
                                                  ==========   ============
</TABLE>

<PAGE>

Note 6.  Income Taxes

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

For the six months  ended March 31,  2000,  income tax expense  reported for the
Company primarily represents taxes on its foreign operations. For the six months
ended March 31, 1999,  income tax expense is based upon an effective tax rate of
42% of pretax income before  amortization of the  Reorganization  Asset. For the
six months ended March 31, 1999, the limited tax benefit of the U.S. federal net
operating  loss  carryforwards  of the Company  resulted in a reduction  of $3.3
million in the  Company's  Reorganization  Asset and did not  reduce  income tax
expense.

Note 7.  Hedging

In 1999, the Company  entered into three  cross-currency  swap  agreements  that
hedge the U.S.  dollar value of the  Company's  investment  in the net assets of
certain  foreign  subsidiaries.  These  agreements  effectively  swapped  higher
fixed-rate  U.S.  dollar  debt for lower  fixed-rate  debt in the  subsidiaries'
respective local currencies.

In February 2000, the Company liquidated its cross currency swap hedge positions
and received $3.4 million in cash.  This is reflected in the Company's March 31,
2000 Condensed  Consolidated  Balance Sheet as an increase to accumulated  other
comprehensive income in the Condensed  Consolidated  Statements of Stockholders'
Equity (Deficit).

Note 8.  Loss Per Share

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

Note 9.  Sale of Magnetics Solutions Division

In  February  1999,  the  Company  adopted a plan to  dispose  of its  Magnetics
Solutions Group division ("the Magnetics Division"),  and on April 28, 1999, the
Company signed a definitive  agreement to sell the Magnetics Division.  The sale
was  effective  June 1, 1999,  and the sales price of $40 million  included  $37
million in cash at closing and an interest bearing $3 million subordinated note.
A post-closing  adjustment  resulted in the Company  returning to the buyer $1.2
million  to reflect a  shortfall  in the  agreed-upon  working  capital  for the
Magnetics  Division.  The balance on the subordinated note at March 31, 2000 was
$2.7 million,  which represents the net present value of the $3 million note due
in 2006 on which  interest has been  deferred  until June 2001.  There can be no
assurance that Magnetics will be able to fund the interest payments or principal
at  maturity.  The  Company  recognized  a gain  upon the sale of the  Magnetics
Division during the third fiscal quarter of 1999.

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

The operating  results of the discontinued  operations are summarized as follows
(in thousands):
<TABLE>
<CAPTION>
                                  Three Months Ended    Six Months Ended
                                       March 31,            March 31,
                                        1999                  1999
                                --------------------    ----------------
<S>                             <C>                     <C>
Revenues....................... $      25,962           $     50,544
                                ====================    ================

Operating income............... $       1,579           $      2,763
Income taxes...................         1,059                  1,954
                                --------------------    ----------------
Net income..................... $         520           $        809
                                ====================    ================
</TABLE>


<PAGE>

Note 10.  Engineering, Research and Development

Engineering, research and development expenses consist of (in thousands):

<TABLE>
<CAPTION>

                          Three Months Ended               Six Months Ended
                               March 31,                       March 31,
                     --------------------------    ---------------------------
                         2000           1999           2000           1999
                     -----------    -----------    ------------   ------------
<S>                  <C>            <C>            <C>            <C>
Digital ............ $     1,609    $       694    $      3,237   $      1,838
COM and other.......       1,142          1,183           1,995          2,553
                     -----------    -----------    ------------   ------------
Total .............. $     2,751    $     1,877    $      5,232   $      4,391
                     ===========    ===========    ============   ============
</TABLE>


Note 11.  Restructuring Charges

     In the second quarter of fiscal 2000, the Company effected a reorganization
of its  workforce  in the United  States  and in Europe  along its four lines of
business  and,  as  part  of its  program  to  decentralize  corporate  services
consistent  with the business  unit  structure,  also  reorganized  parts of its
corporate staff.  Included in the Company's  operating results for the three and
six months ended March 31, 2000 are restructuring  charges of $7 million.  These
charges  resulted  from the Company's  transition to four business  units as the
Company plans to reduce  operating  costs to better monitor its results by lines
of business.  These charges consisted of $5.4 million in employee  severance and
termination-related  costs,  $1.0 million for professional fees and other costs,
and  $0.6  million  in  facility   related  charges.   Employee   severance  and
termination-related costs were for approximately 110 employees terminated in the
quarter ended March 31, 2000. The  professional  fees relate to  negotiations to
terminate facility leases and other costs associated with  implementation of the
business unit structure and the  reorganization  of the four business units into
separate entities.

Restructuring  expenses totaling $2.9 million have been paid and charged against
this reserve through March 31, 2000. The remaining  liability of $4.1 million is
included  as  Other  Accrued   Liabilities  on  the  March  31,  2000  Condensed
Consolidated Balance Sheet.

The Company continues to evaluate its operating activities and it is anticipated
that  additional  restructuring  charges,  which  will be  significant,  will be
required in the future.

Note 12.  Stock Repurchase Program

During the quarter  ended  December 31,  1999,  the Company  repurchased  93,200
shares of its common  stock in  accordance  with a  previously  announced  stock
buyback  program.  On  February  8,  2000,  the  Company  terminated  the  stock
repurchase program.

Note 13.  Operating Segments

Anacomp's business is focused in the document management  industry.  The Company
manages its business through four operating units: docHarbor-SM-, an application
service  provider  ("ASP"),  which provides  Internet-based  document-management
services;  Document  Solutions,  which  provides  document-management  outsource
services;  Field Service,  which  provides  equipment  maintenance  services for
Anacomp and for third-party  manufactured  products;  and DatagraphiX(R),  which
provides  COM and CD systems and related  supplies  and  contract  manufacturing
services.

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

<PAGE>

As of and for the Three Months Ended March 31,

<TABLE>
<CAPTION>
                           Document   Field
(in thousands)   docHarbor Solutions Service  DatagraphiX Corporate Consolidated
-------------------------------------------------------------------------------
2000
<S>              <C>       <C>       <C>       <C>         <C>       <C>
Digital/Renewal
  Revenue        $   949   $  18,253 $  4,776  $ 8,760     $   ---   $   32,738
COM Revenue          ---      38,486   11,031   22,618         ---       72,135
                 --------------------------------------------------------------
Total Revenues       949      56,739   15,807   31,378         ---      104,873
EBITDA            (6,762)     14,090    7,144    4,171      (4,339)      14,304

1999
Digital/Renewal
  Revenue        $   206   $  13,171 $  3,764  $   490     $   ---   $   17,631
COM Revenue          ---      46,190   14,728   33,993         ---       94,911
                 --------------------------------------------------------------
Total Revenues       206      59,361   18,492   34,483         ---      112,542
EBITDA            (1,250)     13,053    8,082   10,220      (5,613)      24,492

</TABLE>

As of and for the Six Months Ended March 31,

<TABLE>
<CAPTION>

                           Document   Field
(in thousands)   docHarbor Solutions Service  DatagraphiX Corporate Consolidated
-------------------------------------------------------------------------------
2000
<S>              <C>       <C>       <C>       <C>         <C>       <C>
Digital/Renewal
  Revenue        $ 1,812   $  38,108 $  9,184  $ 9,810     $   ---   $   58,914
COM Revenue          ---      77,091   25,104   45,588         ---      147,783
                 --------------------------------------------------------------
Total Revenues      1,812    115,199   34,288   55,398         ---      206,697
EBITDA            (12,045)    28,239   15,687    8,537      (9,328)      31,090

1999
Digital/Renewal
  Revenue        $   386   $  24,959 $  6,843  $ 2,072     $   ---   $   34,260
COM Revenue          ---      92,678   30,030   69,939         ---      192,647
                 --------------------------------------------------------------
Total Revenues       386     117,637   36,873   72,011         ---      226,907
EBITDA            (1,981)     26,021   16,165   20,861     (12,290)      48,776

</TABLE>

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

      Certain  statements  in this  "Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results of  Operations"  constitute  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities  Act"), and Section 21E of the Securities  Exchange Act
of 1934, as amended.  Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  important  factors that could cause the actual
results, performance or achievements the Company, or industry results, to differ
materially  from any future results,  performance or  achievements  expressed or
implied by such forward-looking  statements. Such risks, uncertainties and other
important  factors  include,   among  others:   general  economic  and  business
conditions; industry trends; industry capacity; competition; raw materials costs
and availability;  currency fluctuations; the loss of any significant customers;
changes in business strategy or development plans; successful development of new
products;  availability,  terms and deployment of capital;  ability to meet debt
service  obligations;  availability of qualified  personnel;  changes in, or the
failure or inability to comply with, government  regulations;  and other factors
referenced  in  this  report.  The  words  "may",  "could",  "should",  "would",
"believe",  "anticipate",  "estimate",  "expect",  "intend",  "plan" and similar
expressions  or  statements  regarding  future  periods are intended to identify
forward-looking   statements.  All  forward-looking  statements  are  inherently
uncertain  as they  involve  substantial  risks  and  uncertainties  beyond  the
Company's control.  The Company undertakes no obligation to update or revise any
forward-looking  statements for events or  circumstance  after the date on which
such  statement  is made.  New factors  emerge from time to time,  and it is not
possible  for the  Company to predict  all such  factors.  Further,  the Company
cannot  assess the impact of each such  factor on its  business or the extent to
which any factor, or combination of factors,  may cause actual results to differ
materially from those contained in any forward-looking statements.

<PAGE>

Results of Operations

      As of May 31,  1996,  the Company  adopted  Fresh Start  Reporting,  which
resulted in material changes to its  consolidated  balance sheet. The net result
of the valuation of identifiable  assets, the recognition of liabilities at fair
market  value  and the  valuation  of equity  was the  Company  recognizing  the
Reorganization  Asset totaling $267.5 million as of May 31, 1996. This Asset was
fully amortized at November 30, 1999.

     In fiscal 1999, Anacomp moved to a four business unit reporting  structure.
The four business units comprise docHarbor,  Document Solutions,  Field Service,
and  DatagraphiX.  In the second  quarter of fiscal 2000 the Company  effected a
reorganization  of its workforce in Europe along the four lines of business and,
as part of its program to decentralize  its corporate  services  consistent with
the business unit structure,  also reorganized parts of its corporate staff. The
reorganization and cost reduction initiatives resulted in a restructuring charge
of $7.0 million in this quarter.  These charges relate primarily to employee and
facility termination costs and other  reorganization  related costs. The Company
continues to evaluate its operating activities, and it is anticipated additional
restructuring  charges,  which  will be  significant,  will be  required  in the
future.

Three Months Ended March 31, 2000 vs. Three Months Ended March 31, 1999

     General.  Anacomp reported a net loss of $12.2 million for the three months
ended  March 31,  2000,  compared  to a net loss of $14.9  million for the three
months ended March 31, 1999. EBITDA was $14.3 million, or 14%, of revenues,  for
the three months ended March 31, 2000.  Excluding  the  investment in docHarbor,
EBITDA  would have been $21.1  million,  or 20% of  revenues.  This  compares to
EBITDA of $25.7  million,  or 23%, of revenues  for the three months ended March
31, 1999.

      Revenues.  The Company's revenues decreased 7% from $112.5 million for the
three months ended March 31, 1999, to $104.9  million for the three months ended
March 31,  2000.  The decrease  was the result of the $22.8  million  decline in
COM-related  revenues  across the four business units,  partially  offset by the
$15.1 million increase in digital and new revenues across the business units.

      Revenues from the Document  Solutions  business  decreased  from the prior
year period, from $59.4 million to $56.7 million. Revenue contributed by digital
products was up,  increasing 39% over the prior year period,  from $13.2 million
to $18.3 million.  The Company's growth in digital outsourcing  services enabled
it to offset the  long-term  declines  in the COM  outsourcing  business,  which
dropped from 78% to 68% of revenues from the prior year period.

      Field Service  revenues  decreased from the prior year period,  from $18.5
million to $15.8 million.  Approximately  $1.7 million of this decline  resulted
from the discontinuance of a segment of the COM maintenance  business.  Recently
signed  agreements  have  enabled the unit to expand its presence in the rapidly
growing market for storage area network maintenance  support. The unit's non-COM
related revenues increased 27% over the prior year period,  partially offsetting
declines in COM hardware maintenance revenues.  Non-COM revenues contributed 30%
of total Field Service revenues, compared to 20% in the prior year period.

      docHarbor  revenues  increased  $0.7 million versus the prior year period.
This was the  result of  increased  revenues  from  existing  customers  and new
customer orders.

      DatagraphiX revenues decreased 9%, or $3.1 million,  compared to the three
months ended March 31, 1999. The decrease was  attributable  to a decline in the
computer systems marketplace in late 1999 due to Year 2000 concerns coupled with
the  continuing  decline in the market for COM  systems and  supplies.  This was
offset by increased revenues from contract manufacturing.

      Gross  Margins.  The Company's  gross margin  decreased from $45.2 million
(40% of revenues)  for the three months ended March 31, 1999,  to $36.1  million
(34% of revenues)  for the three  months  ended March 31, 2000.  The decrease in
margins was largely due to the  results of the  DatagraphiX  unit where  current
year revenues  decreased in total from the prior year period.  In addition,  the
current year period includes contract manufacturing revenues that generate lower
gross margins than COM system sales.

      The  decrease in gross  margin was also  impacted by costs  related to the
startup of the  docHarbor  data  center in  Washington  D.C.  Gross  margins for
Document  Solutions and Field Service were essentially  unchanged from the prior
year period at 39% and 50%, respectively.

<PAGE>

      Engineering,   Research  and   Development.   Engineering,   research  and
development  expense  increased  from $1.9 for the three  months ended March 31,
1999,  to $2.8 million for the three  months  ended March 31, 2000.  Spending on
digital product offerings  increased to 58% of total spending compared to 37% in
the prior year period.

      Selling,  general and administrative.  Selling, general and administrative
(SG&A)  expenses  increased  from $23.4  million (21% of revenues) for the three
months ended March 31, 1999,  to $23.9  million (23% of revenues)  for the three
months ended March 31, 2000. This increase was primarily the result of increased
sales and marketing efforts for the docHarbor business unit offset by reductions
in corporate  personnel expenses and costs savings realized from the integration
of the First Image Management  Company  business  acquired in June 1998 into the
Company's Document Solutions business.

      Amortization  of intangible  assets.  Amortization  of  intangible  assets
decreased  6% from $5.1  million ( 5% of  revenues)  for the three  months ended
March 31,  1999,  to $4.8  million (5% of  revenues)  for the three months ended
March 31, 2000.  This  decrease is  primarily  the result of the  completion  of
amortization for a number of 1997 acquisitions and reduced  amortization related
to intangibles written off in the 1999 fourth fiscal quarter.

     Interest Expense.  Interest expense decreased 3% from $10.3 million for the
three  months  ended March 31,  1999,  to $10 million for the three months ended
March 31, 2000.  This decrease was the result of the fiscal year 1999 repurchase
of long-term subordinated debt.

      Provision for Income  Taxes.  The provision for income taxes for the three
months ended March 31, 2000 of $29 thousand primarily related to earnings of the
Company's  foreign  subsidiaries.  The  provision  of $1.8 million for the three
months  ended  March 31,  1999 was based  upon an  effective  tax rate of 42% of
taxable income for the period.

     Discontinued  operations.  During the second  quarter of 1999,  the Company
adopted a plan to dispose of its  Magnetics  Division  for which the  results of
operations  were reported as  discontinued  operations.  The Magnetics  Division
income was $0.5 million during the three months ended March 31, 1999.

Six Months Ended March 31, 2000 vs. Six Months Ended March 31, 1999

     General.  Anacomp  reported a net loss of $27.4  million for the six months
ended March 31, 2000, compared to a net loss of $29.4 million for the six months
ended March 31, 1999. EBITDA was $31.1 million, or 15% of revenues,  for the six
months ended March 31, 2000. Excluding the investment in docHarbor, EBITDA would
have been $43.1  million,  or 21% of revenues.  This compares to EBITDA of $50.8
million, or 22 % of revenues for the six months ended March 31, 1999.

      Revenues.  The Company's revenues decreased 9% from $226.9 million for the
six months  ended March 31,  1999,  to $206.7  million for the six months  ended
March 31,  2000.  The  decrease  was  primarily  the result of  declines  in the
DatagraphiX business unit.

      Revenues from the Company's Document Solutions business decreased from the
prior year period, from $117.6 million to $115.2 million. Revenue contributed by
digital  products was up 53% over the prior year period,  from $25.0  million to
$38.1 million.  The Company's growth in digital outsourcing  services enabled it
to offset the  long-term  declines  it is  experiencing  in its COM  outsourcing
business, which dropped from 79% to 67% of revenues from the prior year period.

      Field Service  revenues  were down from the prior year period,  decreasing
from $36.9 million to $34.3 million.  Approximately $1.7 million of this decline
resulted from the  discontinuance of a segment of the COM maintenance  business.
Recently  signed  agreements have enabled the unit to expand its presence in the
growing market for storage area network maintenance  support. The unit's non-COM
related revenues increased 34% over the prior year period,  partially offsetting
declines in COM hardware maintenance revenues.  Non-COM revenues contributed 27%
of total  Field  Service  revenues  compared  to 19% in the prior  year  period.
Current year COM revenues  include $1.1 million in  non-recurring  revenues from
the sale of a COM systems maintenance agreement to another vendor.

      docHarbor  revenues  increased  $1.4  million  versus the six months ended
March  31,  1999.  This was the  result  of  increased  revenues  from  existing
customers and new customer orders.

      DatagraphiX  revenues  decreased  23%, or $16.6  million,  compared to the
prior year period.  The decrease was  attributable to the continuing  decline in
the market for COM systems and supplies  coupled with general  weaknesses in the
computer systems marketplace in late 1999 due to Year 2000 concerns.

<PAGE>
      Gross  Margins.  The Company's  gross margin  decreased from $90.8 million
(40% of revenues) for the six months ended March 31, 1999, to $73.7 million (36%
of revenues)  for the six months  ended March 31, 2000.  The decrease in margins
was  largely  due to the  results of the  DatagraphiX  unit where  current  year
revenues decreased in total from the prior year period. In addition, the current
year period included contract  manufacturing  revenues that generate lower gross
margins than COM system sales.

      The  decrease in gross  margin was also  impacted by costs  related to the
startup of the  docHarbor  data  center in  Washington  D.C.  Gross  margins for
Document  Solutions and Field Service were essentially  unchanged from the prior
year period at 38% and 50%, respectively.

      Engineering,   Research  and   Development.   Engineering,   research  and
development expense increased from $4.4 for the six months ended March 31, 1999,
to $5.2  million for the six months  ended March 31,  2000.  Spending on digital
product  offerings  increased  to 62% of total  spending  compared to 42% in the
prior year period.

      Selling,  general and administrative.  Selling, general and administrative
(SG&A) expenses  decreased slightly from $47.1 million (21% of revenues) for the
six months  ended March 31, 1999,  to $47 million (23% of revenues)  for the six
months ended March 31, 2000.

      Amortization  of intangible  assets.  Amortization  of  intangible  assets
increased 6% from $9.6  million (4% of revenues)  for the six months ended March
31, 1999,  to $10.2  million (5% of revenues) for the six months ended March 31,
2000.  This increase is principally  the result of the  amortization of goodwill
associated with the twelve acquisitions in fiscal year 1999.

     Interest Expense.  Interest expense decreased 3% from $20.3 million for the
six months ended March 31, 1999, to $19.6 million for the six months ended March
31, 2000.  This  decrease was the result of the fiscal year 1999  repurchase  of
long-term subordinated debt.

     Provision  for Income  Taxes.  The  provision  for income taxes for the six
months ended March 31, 2000 of $0.6 million primarily related to earnings of the
Company's foreign subsidiaries. The provision of $4.1 million for the six months
ended  March 31,  1999 was based  upon an  effective  tax rate of 42% of taxable
income for the period.

      Discontinued  operations.  During the second  quarter of 1999, the Company
adopted a plan to dispose of its  Magnetics  Division  for which the  results of
operations  were reported as  discontinued  operations.  The Magnetics  Division
income was $0.8 million during the six months ended March 31, 1999.

Liquidity and Capital Resources

     Anacomp had negative  working  capital of $13.1  million at March 31, 2000,
compared to negative  working capital of $6.0 million at September 30, 1999. Net
cash used in  continuing  operations  was $9.9  million for the six months ended
March 31, 2000,  compared to cash provided  from  operations of $16.8 million in
the comparable prior year period.

     Net cash used in  investing  activities  was $11.5  million in the  current
period,  compared  to the use of $21.4  million  in the  comparable  prior  year
period. The prior year period included captial  expenditures that were primarily
used to integrate the First Image business and capital used to acquire companies
and company rights. Current year expenditures were primarily for the development
of infrastructure for docHarbor.

     Net cash provided by financing  activities  increased  approximately  $15.5
million during the six months ended March 31, 2000,  from the same period in the
prior  year.  This  increase  was  principally  the result of $10 million in net
proceeds from the Company's revolving credit facility, the $3.4 million proceeds
from the  liquidation  of cross  currency  swap  contracts,  and  various  stock
transactions.

     The Company's cash balance totaled $2.5 million at March 31, 2000, compared
to $11.1  million at September  30, 1999.  The Company also has  available a $75
million  revolving credit facility (the "Credit  Facility").  At March 31, 2000,
$18.9 million was outstanding  under the Credit Facility,  leaving $56.1 million
of  available  credit on that date.  The Company has  continued to draw upon the
Credit  Facility  subsequent  to that  date,  in part to  make  the  April  2000
semi-annual  interest  payment  on the  senior  subordinated  debt  and to  fund
docHarbor's  growth  initiatives,  and the amount  outstanding  under the Credit
Facility  reached  a maximum  amount of $50.9  million  on April 30,  2000.  The
Company anticipates that the outstanding amount will be reduced by September 30,
2000,  and  that  there  will be  sufficient  borrowing  capacity  to  fund  the
semi-annual  interest  payment  due on the senior  subordinated  debt in October
2000.
<PAGE>

     The Company is currently in compliance with all of the financial  covenants
set forth in the Credit Facility.  However,  the Company anticipates that it may
be in  violation of certain of those  covenants at June 30, 2000,  the next date
upon which compliance is measured. The Company believes that the violations will
not be significant  in amount.  The Company has initiated  discussions  with the
agent bank for the Credit  Facility to negotiate a waiver of the violations or a
modification of the covenants at issue.  Any such  modification  could require a
reduction  in the amount  available  to the Company  under the Credit  Facility.
Further, there can be no assurance that the Company will be able to resolve this
matter on terms favorable to the Company.

     The Company has significant debt obligations. At the same time, the Company
is seeking to fund its growth initiatives, especially with respect to docHarbor.
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.  The Company believes that
cash on hand,  cash generated  from  operations,  and cash  available  under the
Credit  Facility  will be  sufficient  to fund  its debt  service  requirements,
acquisition  strategies  and working  capital  requirements  in the  foreseeable
future. However, if the amount available under the Credit Facility is reduced by
the agent bank in  connection  with the  resolution  of the covenant  violations
described above, then the Company may have to reduce its spending on its certain
initiatives in order to fund its debt service requirements.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

     The Company has U.S. Dollar fixed-rate indebtedness, and in September 1999,
it entered into three cross currency swap  agreements that hedge the U.S. Dollar
value  of the  Company's  investment  in  the  net  assets  of  certain  foreign
subsidiaries. These agreements effectively swapped higher fixed-rate U.S. dollar
debt for lower fixed-rate debt in the subsidiaries' respective local currencies.
In  February  2000,  due to the decline in the value of Swiss Franc and the Euro
against  the U.S.  Dollar,  the  Company  liquidated  its  cross  currency  swap
agreements  and  received  $3.4  million in cash.  This amount is  reflected  as
accumulated  comprehensive income in total stockholders' equity in the Company's
March 31, 2000 Condensed Consolidated Balance Sheet.

      The  Company  is  exposed  to  the  risk  of  future   currency   exchange
fluctuations  on such debt,  which are  accounted  for as an adjustment to total
stockholders'  equity.  Therefore,  changes from  reporting  period to reporting
period in the exchange  rates between  various  foreign  currencies and the U.S.
Dollar  have had and will  continue  to have an impact on the  foreign  currency
translation  component of stockholders' equity reported by the Company, and such
effect may be material in any individual reporting period.

      The Company's  revolving  credit facility is affected by the general level
of U.S.  interest rates and/or Libor. The Company had $18.9 million  outstanding
under its revolving credit facility March 31, 2000.



<PAGE>


                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

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

     See the  Company's  Quarterly  Report  on Form  10-Q for the  period  ended
December 31, 1999, for a discussion of Access Solutions International,  Inc. and
Malcolm G. Chase vs.  Anacomp,  Inc. and Eastman Kodak Company,  and the related
matter Anacomp, Inc. vs. G. Graham Murray.

Item 2.  Changes in Securities and Use of Proceeds

(c)   Unregistered Securities

      Pursuant to the Company's  1996  Non-employee  Director  Stock Option Plan
(Amended  and  Restated as of December 1, 1997),  non-employee  directors of the
Company  may elect to receive  their  annual  retainer in the form of options to
acquire  Common Stock of the  Company.  Pursuant to such  elections,  during the
three-month  period  ending  March 31, 2000,  an aggregate of 1,875  options was
granted to three directors in lieu of aggregate cash compensation of $9,375. The
issuance of such  options was  effected in reliance  upon the private  placement
exemption set forth in Section 4 (2) of the Securities  Act, on the basis of the
directors'  familiarity  with  the  business  and  affairs  of the  Company.  No
underwriting fees or discounts were applicable to the transactions.  The options
are first exercisable six months after the date of grant and remain  exercisable
through  the  tenth  anniversary  of the grant  date,  at an  exercise  price of
$18.1875 per share.

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

     On  February  7,  2000,  the  Company  held  its  2000  Annual  Meeting  of
Shareholders,  at which Meeting Talton R. Embry, Darius W. Gaskins,  Jr., Jay P.
Gilbertson, Ralph W. Koehrer, Richard D. Jackson, George A. Poole, Jr. and Lewis
Solomon were  reelected as Directors.  Each of the  Directors  received at least
13,672,125 votes, or 99.75% of the votes cast, in favor of reelection.

      At that same Meeting, the Company's  shareholders approved an amendment to
and restatement of the Company's  Amended and Restated 1996 Long-Term  Incentive
Plan to increase by 750,000 the number of shares of the  Company's  common stock
issuable thereunder,  by a vote of 7,685,014 shares in favor of the amendment to
2,728,776 shares opposed, with 19,045 shares abstaining.

Item 5.  Other Information

     On May 2, 2000,  the Company  announced  that Ralph Koehrer had resigned as
President and Chief Executive Officer and from the Board of Directors, effective
May 5, 2000. Richard D. Jackson and Lewis Solomon,  Co-Chairmen of the Company's
Board of Directors,  are serving as Co-CEOs until two chief executive  officers,
one for docHarbor  and one for the Company's  other three  business  units,  are
named.

     On that same day,  Anacomp  announced that as a result of Allen & Company's
exploration of strategic and financial  alternatives available to the Company, a
sale of the  business  as a whole or in parts is not  anticipated.  The  Company
intends to continue to  concentrate  on  increasing  its  traditional  services,
offering  complementary new products,  and giving major emphasis to building the
docHarbor business.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibit 27.1  -  Financial Data Schedule

(b)  The Company filed no reports on Form 8-K during the quarter ended March 31,
     2000.

<PAGE>

                                   SIGNATURES



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


                                                ANACOMP, INC.




                                                /s/ David B. Hiatt
                                                David B. Hiatt
                                                Executive Vice President and
                                                  Chief Financial Officer





                                                /s/ Linster W. Fox
                                                Senior Vice President and
                                                  Corporate Controller


Date: May 12, 2000