AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 to Rights  Agreement  (this  "Amendment"),  is entered
into as of August 6, 2004 (the "Effective Date"), by and between Anacomp,  Inc.,
an Indiana  corporation (the "Company") and Mellon Investor  Services LLC, a New
Jersey limited liability company, as rights agent (the "Rights Agent").

                                    RECITALS

     WHEREAS,  the Company and the Rights Agent entered into a Rights Agreement,
dated as of  August  8,  2002  (the  "Rights  Agreement"),  to  provide  for the
distribution  of one right  ("Right")  for each  share of Company  common  stock
outstanding as of August 20, 2002,  which Right represents the right to purchase
one  one-hundredth  of a share of Series RP Preferred  Stock of the Company upon
the occurrence of a Distribution  Date, as defined  therein,  and subject to the
terms and conditions set forth in the Rights Agreement;

     WHEREAS, the Board of Directors of the Company believes it is advisable and
in the best  interests of the Company and its  stockholders  to  accelerate  the
expiration date of the Rights  Agreement,  consistent with Section 29(ii) of the
Rights Agreement;

     WHEREAS,  the Company and the Rights  Agent each desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement; and

     WHEREAS,  the Board of Directors of the Company has approved this Amendment
at a duly convened meeting held on May 14, 2004.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises,  covenants  and  conditions  hereinafter  set forth and other good and
valuable  consideration,  the parties hereto,  upon the terms and subject to the
conditions set forth herein, agree as follows:

                                    ARTICLE I

                                    AMENDMENT

     1.1 Amendment to Rights  Agreement.  The Rights Agreement is hereby amended
as follows:

     Section 7(a) of the Rights  Agreement is hereby deleted and replaced in its
entirety by the following:

     "(a)  Subject  to  Section  11(a)(ii)  hereof,   the  Rights  shall  become
exercisable,  and may be  exercised  to  purchase  Preferred  Stock,  except  as
otherwise  provided  herein,  in  whole  or  in  part  at  any  time  after  the
Distribution  Date upon  surrender  of the Right  Certificate,  with the form of
election to purchase on the reverse  side  thereof  duly  executed  and properly
completed  (with such  signature  duly  guaranteed),  to the Rights Agent at the
office of the Rights Agent designated for such purpose, together with payment of
the Purchase Price with respect to each Right  exercised,  subject to adjustment
as hereinafter provided, and an amount equal to any tax or charge required to be
paid under Section 9(d) hereof, by certified check,  cashier's check, bank draft
or money order payable to the order of the Company,  at or prior to the Close of
Business on the earlier of (i) August 31,  2004 (the "Final  Expiration  Date"),
(ii) the time at which the Rights are  redeemed as provided in Section 23 hereof
(such date being herein referred to as the "Redemption Date"), or (iii) the time
at which all such  Rights are  exchanged  as  provided in Section 24 hereof (the
earliest of (i),  (ii) and (iii)  being  herein  referred to as the  "Expiration
Date").  The Rights  Agreement  shall  terminate  effective as of the Expiration
Date."

     1.2 Reference to and Effect on Rights Agreement. On and after the Effective
Date, each reference in the Rights  Agreement to the term  "Agreement,"  "Rights
Agreement," "hereof," "hereby," "hereto" or "herein" shall be deemed to refer to
the Rights Agreement as amended hereby.  This Amendment and the amendment to the
Rights  Agreement  effected  hereby shall be effective as of the Effective  Date
and, except as otherwise  specified herein, the Rights Agreement shall remain in
full force and effect and shall otherwise be unaffected hereby.

                                   ARTICLE II

                                  MISCELLANEOUS

     2.1  Headings.  The  descriptive  headings of the several  sections of this
Amendment are inserted for convenience  only and shall not control or affect the
meaning or construction of any of the provisions hereof.

     2.2   Counterparts.   This  Amendment  may  be  signed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  it being understood that all such  counterparts  shall together
constitute but one and the same instrument.

     2.3  Governing  Law. This  Amendment  shall be deemed to be a contract made
under the laws of the State of Indiana and for all purposes shall be governed by
and construed in accordance with the laws of such state  applicable to contracts
to be made solely by residents of such state and performed  entirely within such
state.

                            [SIGNATURE PAGE FOLLOWS]







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     IN WITNESS  WHEREOF,  each party  hereto has caused  this  Amendment  to be
executed by its duly  authorized  representative,  effective  as of the date and
year first written above.


ATTEST:                                       ANACOMP, INC.

By:    /s/Paul J. Najar                       By:    /s/Linster W. Fox
       _______________________________               __________________________
Name:  Paul J. Najar                          Name:  Linster W. Fox
       _______________________________               __________________________
Its:   Secretary                              Its:   Executive Vice President
       _______________________________               and Chief Financial Officer
                                                     ___________________________


ATTEST:                                       MELLON INVESTOR SERVICES LLC

By:    /s/John W. Comer Jr.                   By:    /s/Stanley E. Siekierski
       _______________________________               ___________________________

Name:  John W. Comer Jr.                      Name:  Stanley E. Siekierski
       _______________________________               ___________________________

Its:   Vice President                         Its:   Vice President
       _______________________________               ___________________________