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 JUNE 30, 2003.

                                       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.)



            15378 Avenue of Science, San Diego, California 92128-3407

                                 (858) 716-3400

    (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 is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes   No X

     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 July 31, 2003, the number of outstanding  shares of the  registrant's
Class A common Stock,  $.01 par value per share, was 4,034,500 and the number of
outstanding shares of the registrant's Class B common Stock, $0.01 par value per
share, was 4,034.


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

     PART I.         FINANCIAL INFORMATION                                                           Page
     Item 1.         Financial Statements:
     <S>             <C>                                                                              <C>
                         Condensed Consolidated Balance Sheets at
                              June 30, 2003 and September 30, 2002............................         2

                         Condensed Consolidated Statements of Operations
                              Three Months Ended June 30, 2003 and 2002.......................         3

                         Condensed Consolidated Statements of Operations
                              Nine Months Ended June 30, 2003, Six Months Ended June 30, 2002,
                              and Three Months Ended December 31, 2001........................         4

                         Condensed Consolidated Statements of Cash Flows
                              Nine Months Ended June 30, 2003, Six Months Ended June 30, 2002,
                              and Three Months Ended December 31, 2001........................         5

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

     Item 2.         Management's Discussion and Analysis of Financial
                              Condition and Results of Operations.............................        15


     Item 3.         Quantitative and Qualitative Disclosures About Market Risk...............        28

     Item 4.         Controls and Procedures..................................................        29


     PART II.        OTHER INFORMATION

     Item 1.         Legal Proceedings........................................................        30

     Item 6.         Exhibits and Reports on Form 8-K.........................................        30

     SIGNATURES...............................................................................        31

     Index to Exhibits........................................................................        32

</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     Reorganized Company
                                                                        __________________________________________
(in thousands)                                                                 June 30,            September 30,
                                                                                 2003                  2002
                                                                        __________________     ___________________
Assets                                                                        (Unaudited)
Current assets:
<S>                                                                     <C>                     <C>
    Cash and cash equivalents...........................................  $         18,044      $         15,561
    Receivable on sale of Swiss subsidiaries............................             1,794                   ---
    Accounts receivable, net............................................            30,431                33,990
    Inventories, net....................................................             3,422                 3,474
    Prepaid expenses and other..........................................             4,233                 6,442
    Assets of discontinued operations...................................               ---                12,027
                                                                        __________________     ___________________
Total current assets....................................................            57,924                71,494

Property and equipment, net.............................................            19,486                21,448
Reorganization value in excess of identifiable net assets...............            72,827                73,227
Intangible assets, net..................................................             9,325                10,813
Other assets............................................................             2,212                 3,101
                                                                        __________________     ___________________
                                                                            $      161,774        $      180,083
                                                                        ==================     ===================
Liabilities and Stockholders' Equity
Current liabilities:
    Senior secured revolving credit facility............................  $          8,163      $         29,975
    Accounts payable....................................................             6,988                 9,797
    Accrued compensation, benefits and withholdings.....................            14,426                16,294
    Deferred revenue....................................................             8,149                 7,117
    Accrued income taxes................................................             1,535                 1,264
    Other accrued liabilities...........................................            11,178                 9,305
    Liabilities of discontinued operations..............................               ---                 4,241
                                                                        __________________     ___________________
Total current liabilities...............................................            50,439                77,993
                                                                        __________________     ___________________

Long-term liabilities:
    Unfunded accumulated benefit obligation.............................             6,233                 6,233
    Other long-term liabilities.........................................             4,085                 4,023
                                                                        __________________     ___________________
Total long-term liabilities.............................................            10,318                10,256
                                                                        __________________     ___________________

Stockholders' equity:
    Preferred stock.....................................................               ---                   ---
    Common stock........................................................                40                    40
    Additional paid-in capital..........................................            97,000                96,942
    Accumulated other comprehensive loss................................            (1,450)               (2,836)
    Retained earnings (deficit).........................................             5,427                (2,312)
                                                                        __________________     ___________________
Total stockholders' equity..............................................           101,017                91,834
                                                                        __________________     ___________________
                                                                            $      161,774        $      180,083
                                                                        ==================     ===================
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements


<PAGE>

                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Reorganized Company
                                                                        ___________________________________________

(in thousands, except per share amounts)                                Three months ended     Three months ended
                                                                           June 30, 2003         June 30, 2002
                                                                        __________________     ___________________
<S>                                                                     <C>                    <C>
Revenues:
    Services...........................................................   $         40,989      $       46,262
    Equipment and supply sales.........................................              8,817              10,272
                                                                        __________________     ___________________
                                                                                    49,806              56,534
                                                                        __________________     ___________________
Cost of revenues:
    Services...........................................................             28,119              31,406
    Equipment and supply sales.........................................              6,317               7,611
                                                                        __________________     ___________________
                                                                                    34,436              39,017
                                                                        __________________     ___________________

Gross profit...........................................................             15,370              17,517
Costs and expenses:
    Engineering, research and development..............................              1,450               1,811
    Selling, general and administrative................................             11,809              13,232
    Amortization of intangible assets..................................                496                 496
    Restructuring charges..............................................              1,152               2,081
                                                                        __________________     ___________________

Operating income (loss) from continuing operations.....................                463                (103)
                                                                        __________________     ___________________

Other income (expense):
    Interest income....................................................                 45                 109
    Interest expense and fee amortization..............................               (383)             (1,048)
    Other..............................................................                (79)                513
                                                                        __________________     ___________________
                                                                                      (417)               (426)
                                                                        __________________     ___________________
Income (loss) from continuing operations before income taxes...........                 46                (529)
Provision for income taxes.............................................                676                 (48)
                                                                        __________________     ___________________
Loss from continuing operations........................................               (630)               (481)
Income from discontinued operations, net of taxes......................                ---                 488
                                                                        __________________     ___________________
Net (loss) income......................................................   $           (630)     $            7
                                                                        ==================     ===================

Basic and diluted per share data:
    Basic and diluted loss from continuing operations..................   $          (0.15)     $        (0.12)
    Basic and diluted income from discontinued operations..............             ---                   0.12
                                                                        __________________     ___________________
    Basic and diluted net (loss) income................................   $          (0.15)     $         0.00
                                                                        ==================     ===================

Shares used in computing basic and diluted net (loss) income per share.              4,039               4,034
                                                                        ==================     ===================

</TABLE>
        See the Notes to the Condensed Consolidated Financial Statements


<PAGE>


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

                                                                    Reorganized Company             Predecessor Company
                                                          _______________________________________   _____________________
(in thousands, except per share amounts)                   Nine months ended   Six months ended      Three months ended
                                                             June 30, 2003      June 30, 2002         December 31, 2001
                                                          ___________________  __________________   _____________________
                                                              (Unaudited)         (Unaudited)
<S>                                                       <C>                  <C>                  <C>
Revenues:
    Services............................................. $         126,852    $        94,979       $        55,098
    Equipment and supply sales...........................            28,706             22,162                12,926
                                                          ___________________  __________________   _____________________
                                                                    155,558            117,141                68,024
                                                          ___________________  __________________   _____________________
Cost of revenues:
    Services.............................................            86,027             63,527                36,630
    Equipment and supply sales...........................            19,597             15,945                 9,874
                                                          ___________________  __________________   _____________________
                                                                    105,624             79,472                46,504
                                                          ___________________  __________________   _____________________

Gross profit.............................................            49,934             37,669                21,520
Costs and expenses:
    Engineering, research and development................             4,883              3,415                 1,680
    Selling, general and administrative..................            39,439             28,488                15,643
    Amortization of intangible assets....................             1,488                992                 2,896
    Restructuring charges (credits)......................             1,152              2,081                (1,032)
                                                          ___________________  __________________   _____________________

Operating income from continuing operations..............             2,972              2,693                 2,333
                                                          ___________________  __________________   _____________________

Other income (expense):

    Interest income......................................               192                180                   155
    Interest expense and fee amortization................            (1,777)            (2,253)               (3,114)
    Other................................................               (51)               389               265,108
                                                          ___________________  __________________   _____________________
                                                                     (1,636)            (1,684)              262,149
                                                          ___________________  __________________   _____________________

Income from continuing operations before reorganization
    items, and income taxes .............................             1,336              1,009               264,482
Reorganization items.....................................               ---                ---                13,328
                                                          ___________________  __________________   _____________________
Income from continuing operations before income taxes....             1,336              1,009               277,810
Provision for income taxes...............................             1,781              1,205                   450
                                                          ___________________  __________________   _____________________
(Loss) income from continuing operations.................              (445)              (196)              277,360
Income from discontinued operations, net of taxes........               ---              1,106                   ---
Gain on sale of discontinued operations, net of taxes....             8,184                ---                   ---
                                                          ___________________  __________________   _____________________
Net income...............................................   $         7,739    $           910         $     277,360
                                                          ===================  ==================   =====================

Basic and diluted per share data:
    Basic and diluted loss from continuing operations....   $         (0.11)   $         (0.05)
    Basic and diluted income from discontinued operations               ---               0.27
    Gain on sale of discontinued operations..............              2.03                ---
                                                          ___________________  __________________
    Basic and diluted net income.........................   $          1.92    $          0.23
                                                          ===================  ==================

Shares used in computing basic and diluted net income per             4,039              4,034
    share................................................ ===================  ==================

</TABLE>
        See the Notes to the Condensed Consolidated Financial Statements


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                        Predecessor
                                                                     Reorganized Company                  Company
                                                           _______________________________________   _____________________
(in thousands)                                             Nine months ended    Six months ended     Three months ended
                                                             June 30, 2003       June 30, 2002        December 31, 2001
                                                           ___________________  __________________   _____________________
                                                              (Unaudited)         (Unaudited)
<S>                                                        <C>                  <C>                  <C>
Cash flows from operating  activities:
    Net income............................................ $          7,739     $          910        $       277,360
    Adjustments to reconcile net income to net
        cash provided by operating activities:
      Other income due to extinguishment of debt..........              ---                ---               (265,329)
      Adjustments of assets and liabilities to fair value.              ---                ---                (16,916)
      Write off of deferred debt issuance costs and
         unamortized premiums and discounts...............              ---                ---                  2,216
      Gain on sale of discontinued operations.............           (8,184)               ---                    ---
      Income from discontinued operations.................              ---             (1,106)                   ---
      Depreciation and amortization.......................           11,054              8,716                  7,194
      Non-cash settlement of facility lease contract......              ---                ---                    349
      Amortization of debt fees, premiums and discounts...              516                344                     92
      Non-cash compensation...............................               58                 69                    ---
       Change in assets and liabilities:
        Accounts and other receivables....................            3,559             (1,269)                 3,092
        Inventories.......................................              512                374                    739
        Prepaid expenses and other assets.................            2,666              2,149                    332
        Accounts payable, accrued expenses and other
           liabilities....................................           (6,395)              (803)                (3,733)
        Accrued interest..................................              ---                168                   (387)
                                                           ___________________  __________________   _____________________
         Net cash provided by continuing operations.......           11,525              9,552                  5,009
         Net cash provided by discontinued operations.....              ---              1,214                    ---
                                                           ___________________  __________________   _____________________
         Net cash provided by operating activities........           11,525             10,766                  5,009
                                                           ___________________  __________________   _____________________

Cash flows from investing activities:
    Purchases of property and equipment...................           (2,067)            (2,134)                (1,075)
    Payments to acquire product line assets and customer
        rights............................................             (500)               ---                    ---
    Proceeds from sale of discontinued operations, net....           14,106                ---                    ---
                                                           ___________________  __________________   _____________________
         Net cash provided by (used in) investing
             activities...................................           11,539             (2,134)                (1,075)
                                                           ___________________  __________________   _____________________

Cash flows from financing activities:
    Principal payments on revolving line of credit, net...          (21,812)           (19,600)                (2,000)
                                                           ___________________  __________________   _____________________
         Net cash used in financing activities............          (21,812)           (19,600)                (2,000)
                                                           ___________________  __________________   _____________________
Effect of exchange rate changes on cash and cash
    equivalents...........................................            1,231                739                    637
                                                           ___________________  __________________   _____________________
Increase (decrease) in cash and cash equivalents..........            2,483            (10,229)                 2,571
Less increase in cash from discontinued operations........              ---             (1,214)                   ---
                                                           ___________________  __________________   _____________________
Cash and cash equivalents at beginning of period..........           15,561             26,879                 24,308
                                                           ___________________  __________________   _____________________
Cash and cash equivalents at end of period................ $         18,044     $       15,436        $        26,879
                                                           ===================  ==================   ====================
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements
<PAGE>


Supplemental Disclosures of Cash Flow Information:
<TABLE>
<CAPTION>

                                                                                                          Predecessor
                                                                    Reorganized Company                      Company
                                                           _______________________________________   _____________________

(in thousands)                                             Nine months ended   Six months ended       Three months ended
                                                             June 30, 2003       June 30, 2002        December 31, 2001
                                                           ___________________  __________________   _____________________
                                                              (unaudited)        (unaudited)
Supplemental Disclosures of Cash Flow Information:
<S>                                                        <C>                  <C>                   <C>
  Cash paid for interest.................................  $         1,184      $        1,354        $          1,434
                                                           ===================  ==================   =====================
  Cash paid for income taxes.............................  $         1,003      $        1,380        $            459
                                                           ===================  ==================   =====================

</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.  Company Reorganization

On October 19,  2001,  we filed a voluntary  petition for  reorganization  under
Chapter 11 of the U.S.  Bankruptcy  Code,  together with a  prepackaged  plan of
reorganization,  with the U.S.  Bankruptcy  Court for the  Southern  District of
California.  The U.S.  Bankruptcy Court confirmed the plan on December 10, 2001,
and we emerged from bankruptcy effective December 31, 2001.

The primary  benefits of our bankruptcy  were the elimination of $310 million of
senior  subordinated notes,  related accrued interest of $52.3 million,  and the
related annual interest expense of approximately $34 million.  Additionally, our
credit facility was amended such that we cured previous events of default and we
continue to have the ability to borrow under the credit  facility  (see Note 4).
New  Common  Stock was  distributed  to the  holders  of the notes as well as to
holders of the previously existing Common Stock.

Also, as a result of the Chapter 11 reorganization, the following occurred:

o    all unexercised options were canceled;
o    prior stock option plans were terminated;
o    executory contracts were assumed or rejected;
o    trade  creditors were paid in the ordinary  course of business and were not
     impaired;
o    members of a new Board of Directors  were  designated by the holders of the
     subordinated notes;
o    403,403  shares of new Class A Common Stock were  authorized for use in the
     establishment of new stock option plans; and
o    the senior secured revolving credit facility was amended.

The U.S.  Bankruptcy Court issued its final decree on September 27, 2002 closing
the Chapter 11 case.  There are no remaining  claims or  unrecorded  obligations
related to the bankruptcy proceedings.

Note 2.  Basis of Presentation

At December 31, 2001, as a result of our emergence from  bankruptcy,  we adopted
Fresh Start  Reporting in  accordance  with AICPA  Statement  of Position  90-7,
"Financial  Reporting by Entities in Reorganization  under the Bankruptcy Code."
Fresh Start Reporting  resulted in material changes to the Consolidated  Balance
Sheet as of December 31, 2001, including adjustment of assets and liabilities to
estimated fair values, the valuation of equity based on the reorganization value
of the ongoing business,  and the recording of an asset for reorganization value
in  excess  of  the  fair  value  of  the  separately  identifiable  assets  and
liabilities (similar to goodwill).

The accompanying  financial statements include historical information from prior
to December 31, 2001,  the effective  date we emerged from  bankruptcy,  and are
identified  as  financial  statements  of the  Predecessor  Company.  Due to our
reorganization and the implementation of Fresh Start Reporting (see Note 3), the
financial  statements for the Reorganized Company are not comparable to those of
the Predecessor Company.

The  accompanying  consolidated  financial  statements  include the  accounts of
Anacomp and our wholly-owned subsidiaries.

All significant  intercompany  accounts and transactions have been eliminated in
consolidation.  The  financial  statements,  except for the balance  sheet as of
September 30, 2002 and the statements of operations and cash flows for the three
months ended  December 31, 2001,  have not been  audited,  but in the opinion of
management, include all adjustments (consisting of normal recurring adjustments,
the Fresh  Start  adjustments  described  in Note 3 and the sale of  Switzerland
operations adjustments described in Note 5) necessary for a fair presentation of
our financial  position,  results of  operations  and cash flows for all periods
presented.  These financial  statements  should be read in conjunction  with the
financial  statements  and notes thereto for the year ended  September 30, 2002,
included  in our  fiscal  2002  Annual  Report on Form 10-K.  Interim  operating
results are not necessarily indicative of operating results for the full year or
for any other period.

Preparation of the accompanying  condensed  consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires  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 periods presented. 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.

We must make estimates of the uncollectability of our accounts receivable.  When
evaluating the adequacy of the allowance for doubtful accounts,  we specifically
analyze  accounts   receivable  as  well  as  historical  bad  debts,   customer
concentrations, customer credit-worthiness,  current economic trends and changes
in our  customer  payment  terms.  Our  accounts  receivable  balance  was $30.4
million,  net of allowance for doubtful accounts of $1.5 million, as of June 30,
2003.

We account for our employee  stock option plans in  accordance  with APB Opinion
No. 25, under which  compensation  expense is recognized  only to the extent the
exercise  price of the option is less than the fair  market  value of a share of
stock at the date of grant (the intrinsic  value method).  Accordingly,  we have
adopted the disclosure only  requirements  of Statement of Financial  Accounting
Standards ("SFAS") No. 123,  "Accounting for Stock-Based  Compensation" and SFAS
No. 148, "Accounting for Stock-Based  Compensation--Transition  and Disclosure."
Had employee  compensation  costs for these plans been determined based on their
fair value on their grant date in accordance  with SFAS No. 123, our net results
would have been as follows (in thousands, except per-share amounts):

<TABLE>
<CAPTION>


For the three months ended June 30:                                                  Reorganized Company
                                                                          ________________________________________
                                                                                 2003                  2002
                                                                          ____________________     _______________
<S>                                                                       <C>                      <C>
    Net (loss) income as reported......................................           $   (630)              $      7
    Deduct: Total stock-based employee compensation expense determined
        under fair value method for all awards granted since December
        31, 2001, net of related tax effects ..........................               (161)                   ---
                                                                          ____________________     _______________
    Pro forma net (loss) income........................................           $   (791)              $      7
                                                                          ====================     ===============

    Basic and diluted net (loss) income per share:
          As reported..................................................          $   (0.15)             $    0.00
          Pro forma....................................................          $   (0.20)             $    0.00

</TABLE>

<TABLE>
<CAPTION>
                                                                  Reorganized Company             Predecessor Company
                                                        _____________________________________     ___________________
                                                         Nine months ended   Six months ended      Three months ended
                                                           June 30, 2003       June 30, 2002        December 31, 2001
                                                        ___________________  ________________     ___________________
    <S>                                                 <C>                  <C>                  <C>
    Net income as reported............................  $          7,739           $    910            $  277,360
    Deduct: Total stock-based employee compensation
        expense determined under fair value method for
        all awards granted since December 31, 2001,
        net of related tax effects....................              (482)               ---                   ---
                                                        ___________________  ________________     ___________________
    Pro forma net income..............................         $   7,257           $    910            $  277,360
                                                        ===================  ================     ===================
    Basic and diluted net income per share:
          As reported.................................         $    1.92           $    0.23
          Pro forma...................................         $    1.80           $    0.23
</TABLE>


Note 3. Fresh Start Reporting

Our enterprise  value after  reorganization  at December 31, 2001 was determined
based on the  consideration  of many  factors and  resulted in a  reorganization
value  (over the fair value of  identifiable  net assets) of $72.8  million,  as
adjusted, and is reported as "Reorganization value in excess of identifiable net
assets".  Although  the asset  will not be subject  to future  amortization  (in
accordance with SFAS No. 142, "Goodwill and Other Intangible  Assets"),  it will
be subject to, at a minimum, annual impairment testing.

In developing the assumptions  underlying the enterprise  valuation,  management
considered  historical  results as well as its best estimates of expected future
market conditions based on information available as of December 31, 2001. Actual
future  events  and  results  could  differ   substantially   from  management's
estimates,  assumptions and  projections.  Unfavorable  changes  compared to our
projections  used for Fresh  Start  Reporting  purposes  could  result in future
impairments of our reorganization asset and identifiable intangible assets.

As a result of Fresh Start Reporting, identifiable intangible assets were valued
and consist of the following to be amortized over the useful lives indicated:

<TABLE>
<CAPTION>

  (dollars in thousands)                                                  Life in Years      June 30, 2003
  _______________________________________________________________________ ______________   ________________
  <S>                                                                     <C>              <C>
  Customer contracts and related customer relationships..................       10         $      7,600
  Digital technology and intellectual property...........................        3                3,100
  COM technology and intellectual property...............................       10                1,300
  COM production software................................................        5                  300
                                                                                           ________________
  Total..................................................................                        12,300

  Less: accumulated amortization.........................................                        (2,975)
                                                                                           ________________
                                                                                           $      9,325
                                                                                           ================
</TABLE>



The income due to  extinguishment  of debt, net of taxes,  is reported as "Other
income" in the Condensed  Consolidated  Statement of  Operations  for the period
ended December 31, 2001, and is calculated as follows:
<TABLE>
<CAPTION>

                (in thousands)                                                    Amount
                _________________________________________________________    _______________
                <S>                                                          <C>
                Carrying value of senior subordinated notes..............    $      310,000
                Carrying value of related accrued interest...............            52,254
                Issuance of new common stock.............................           (96,925)
                                                                             _______________
                    Other income due to extinguishment of debt               $      265,329
                                                                             ===============
</TABLE>



The holders of the senior subordinated notes received 99.9% of the new equity of
the Reorganized  Company;  therefore,  the net equity of the Reorganized Company
was used as the basis for consideration  exchanged in determining the income due
to  extinguishment  of debt.  There is no income  statement  tax effect from the
extinguishment of debt (see Note 6).

In accordance  with Statement of Position 90-7,  transactions of the Predecessor
Company resulting from the Chapter 11 reorganization are reported  separately as
reorganization  items in the accompanying  Condensed  Consolidated  Statement of
Operations for the period ended December 31, 2001, and are summarized below:

<TABLE>
<CAPTION>


                                                                            Three Months Ended
               (in thousands)                                                December 31, 2001
               __________________________________________________________   ___________________
               <S>                                                          <C>
               Adjustment of assets and liabilities to fair value........   $       16,916
               Write off of deferred debt issuance costs and
                   unamortized premiums and discounts....................           (2,216)
               Professional fees and other reorganization costs..........           (1,023)
               Settlement of facility lease contract.....................             (349)
                                                                            ___________________
                   Reorganization items                                       $     13,328
                                                                            ===================
</TABLE>


Note 4.  Senior Secured Revolving Credit Facility

On  December  31,  2001,  Anacomp and Fleet  National  Bank,  as agent,  and its
syndicate of lenders  (collectively,  "the Bank Group")  entered into an Amended
and Restated  Revolving Credit  Agreement.  The credit agreement  provides for a
commitment  of $26.1 million as of June 30, 2003,  with a $20.0  million  direct
borrowing sublimit and a $6.1 million letter of credit sublimit. The facility is
available for new  borrowings  when  borrowings  are below the direct  borrowing
sublimit.

Effective  December 19, 2002,  we signed an  amendment to the  revolving  credit
agreement. The amendment modified certain financial covenants to accommodate the
sale of our Switzerland  operations and current business plans. Other changes to
the agreement included a permanent  reduction to the credit facility  commitment
of $10.0 million and  provisions  for  acquisitions  and/or  divestitures  under
specified conditions.

At June 30, 2003, the outstanding  revolving credit borrowings were $8.2 million
(plus  outstanding  standby letters of credit of $6.1 million).  During the nine
month period  ended June 30,  2003,  we made net cash  payments  totaling  $21.8
million and have $11.8 million of borrowing capacity.

The original maturity date of the amended facility was June 30, 2003. Due to the
receipt  of  proceeds  from our  sale of the  Switzerland  subsidiaries  and the
application  of those  proceeds  to reduce  our  facility  balance,  it has been
extended to December 31, 2003 under the terms of the  agreement.  We reduced the
outstanding  borrowings and  permanently  reduced the borrowing  sublimit of the
credit  facility  commitment by $11.4  million as a result of proceeds  received
from the October 2002 sale of our Switzerland operations and subsidiaries.

The credit  agreement  bears  interest at a base rate equal to the higher of (a)
the annual rate of interest  announced  from time to time by Fleet National Bank
as its best  rate,  or (b)  one-half  of one  percent  above the  Federal  Funds
Effective  Rate,  for the portion of the facility  equal to a Formula  Borrowing
Base ("FBB").  The FBB equals 80% of eligible  accounts,  which include U.S. and
Canadian  accounts  receivable.  The rate of interest is three percentage points
higher than the base rate for the facility balance  outstanding in excess of the
FBB. Interest is due and payable monthly in arrears.  The interest rate was 4.0%
for the FBB portion and 7.0% for the excess  portion at June 30,  2003.  At June
30,  2003,  the  FBB was  $11.4  million;  accordingly,  there  were  no  excess
borrowings over the FBB.

The credit  facility is secured by virtually  all Anacomp  assets and 65% of the
capital  stock of our foreign  subsidiaries.  The  facility  contains  covenants
relating to limitations on the following:

o        capital expenditures;
o        additional debt;
o        purchases of our common stock;
o        mergers and acquisitions; and
o        liens and dividends.

The credit  facility also is subject to minimum  EBITDA,  interest  coverage and
leverage  ratio  covenants.  In  addition,  we are required to remit to the Bank
Group the net proceeds of any capital asset sale.

Under the current  facility as amended,  the facility  commitment and the direct
borrowings  sublimit will be  permanently  reduced by $1.25 million on September
30, 2003.

Note 5.  Sale of Switzerland and Other Operations

We completed a sale of our  Switzerland  operations and  subsidiaries on October
18, 2002. The acquiring  company assumed  operational  responsibility  effective
October 1, 2002.

Under the terms of the sale agreement,  we sold all of the outstanding shares of
our two Swiss subsidiaries,  Cominformatic AG and Anacomp Technical Services AG,
to edotech  Ltd.  (a UK company)  at a sales  price of CHF 26.7  million  (Swiss
francs).

The sales price is payable as follows:  CHF 4.6 million,  or approximately  $3.1
million, which was received at closing; CHF 18.2 million, or approximately $11.8
million, which was received on March 10, 2003; CHF 1.1 million, or approximately
$0.7 million,  which was received on April 17, 2003;  and CHF 2.8 million is due
on or before April 18, 2004 upon  expiration  of certain  indemnification  claim
periods. As a result of a tax audit of the Switzerland operations for prior year
results,  we  estimate  we will  incur  additional  costs not to exceed  CHF 0.3
million,  or approximately  $0.2 million.  This will decrease the amount we will
receive on or before April 18, 2004.  The costs of the sale  (including the $0.2
million tax audit costs) are  estimated to be $2.4 million.  Effectively  all of
the net proceeds (i.e.  sales price less sale costs)  received have been used to
reduce  the  revolving  credit  facility  balance  outstanding  and  85% of such
proceeds have permanently reduced the total borrowing commitment under the terms
of the senior secured revolving credit facility.

The  assets  and  liabilities  of the  Swiss  operations  have  been  classified
separately  as  "Assets  of  discontinued   operations"   and   "Liabilities  of
discontinued  operations"  in the  Condensed  Consolidated  Balance  Sheet as of
September  30,  2002.  The  net  assets  of the  disposed  operating  units  are
summarized as follows:

<TABLE>
<CAPTION>


                                                                    September 30,
                    (in thousands)                                      2002
                    ______________________________________________  ______________
                    <S>                                             <C>
                    Cash..........................................  $        2,749
                    Accounts and notes receivable.................           2,288
                    Inventories...................................           1,067
                    Property, plant and equipment.................           5,227
                    Other assets..................................             696
                    Accounts payable and other accrued
                      Liabilities.................................         (4,241)
                                                                    ______________
                    Total net assets                                     $   7,786
                                                                    ==============
</TABLE>


In the third quarter of fiscal 2002, we sold two smaller  operating  units.  The
results of the  Switzerland  and other sold  operations  reported  below for the
three months ended  December 31, 2001 have not been  segregated as  discontinued
operations in the Condensed  Consolidated  Statements of Operations as they were
not material to the operating results of Anacomp in total.

<TABLE>
<CAPTION>

                                                               Swiss Operating Results
                                                                 Three Months Ended
                         (in thousands)                           December 31, 2001
                                                               ________________________
                         <S>                                   <C>
                         Revenues...................                   $   7,505
                                                               ========================
                         Income before taxes........                    $    869
                         Income taxes...............                        (60)
                                                               ________________________
                         Net income.................                    $    809
                                                               ========================
</TABLE>


Note 6. Income Taxes

Our provision for income taxes consists of the following:
<TABLE>
<CAPTION>
                                                                                                     Predecessor
                                                            Reorganized Company                        Company
                                                   _________________________________________     __________________
                                                    Nine months ended      Six months ended      Three months ended
                                                      June 30, 2003         June 30, 2002         December 31, 2001
                                                   ____________________    _________________     __________________
    <S>                                            <C>                     <C>                   <C>
    Federal....................................             $    388           $    185               $    ---
    State......................................                   40                 28                     10
    Foreign....................................                1,353                992                    440
                                                   ____________________    _________________     __________________
                                                           $   1,781          $   1,205               $    450
                                                   ====================    =================     ==================
</TABLE>

Due to our reorganization, we have Cancellation of Debt ("COD") income of $265.4
million.  As a result,  we were  required  to  reduce,  for  federal  income tax
purposes, certain tax attributes, including net operating loss carryforwards and
property basis by the amount of the COD. These  adjustments  were  determined at
the end of our fiscal year ending  September  30, 2002. A deferred tax liability
is maintained for COD, book intangible assets and certain temporary differences.
A deferred  tax asset has been  established  for tax  goodwill in excess of book
reorganization  asset, certain temporary  differences,  net operating losses and
other tax basis carryforwards. We have also established a valuation allowance in
the amount of $41.7 million in order to fully offset the net deferred tax asset.

Valuation allowances are established to reduce deferred tax assets to the amount
expected to be realized in future  years.  Management  periodically  reviews the
need for valuation allowances based upon our results of operations.

Note 7. Restructuring Activities

Anacomp  continues to  experience  revenue  declines in the  Computer  Output to
Microfiche  (COM)  other  output  services,  COM  maintenance,  and  equipment /
supplies product lines. Due to this ongoing trend, we are making  adjustments to
align our cost structure and infrastructure to maintain operating profitability.
This will be achieved through the consolidation of facilities and adjustments to
our  workforce  (affecting  approximately  138  employees)  during the third and
fourth  quarters of fiscal 2003.  In the three  months  ended June 30, 2003,  we
recorded   restructuring   charges  of  $1.2  million  related  to  data  center
consolidation and  reorganization of parts of our corporate,  marketing,  sales,
and  international  operating  organizations.  The  charges  consist of employee
severance and termination-related  costs for approximately 76 employees,  all of
whom were notified and have left the company as of June 30, 2003.  The remaining
accrued but unpaid  liability  of $0.9 million is expected to be paid by the end
of calendar  year 2003 for all but one  employee,  whose  payments will continue
through  March of 2004.  Additional  restructuring  charges are  expected in the
fourth quarter of fiscal 2003. The restructuring  charges expected in the fourth
quarter of fiscal 2003 have not been  accrued for at June 30,  2003,  consistent
with the provisions of SFAS No. 146,  "Accounting for Costs Associated with Exit
or Disposal Activities" (see Note 13).

In fiscal year 2002, we recorded a restructuring  charge of $2.1 million related
to the  reorganization  of our  operations  from two  business  units to one. We
reorganized  our  workforce by  combining  the field  organizations  of Document
Solutions  and  Technical  Services  into  one  organization,   establishing  an
executive  level  position to oversee  all sales and  marketing  activities  and
implementing  a single  support  group  for our data  centers,  Web  Presentment
operations,  field services  operations and process quality.  The  restructuring
charges  included  $1.6 million in employee  severance  and  termination-related
costs for  approximately  100  employees,  all of whom  have  left the  company.
Substantially   all  of  the  severance   payments  have  been  completed.   The
restructuring charges also include approximately $0.4 million for the closure of
a data center for which  payments will continue  until the lease expires in July
2004 ($0.2 million remains unpaid as of June 30, 2003). Of the $0.4 million, $69
thousand  represents  a  non-cash  charge  to write  off the net  book  value of
leasehold improvements located in the closed data center.

In the second and third  quarters of 2000, we effected a  reorganization  of our
workforce  in the  United  States  and  Europe  along  our  lines  of  business,
reorganized  parts of our  corporate  staff  and  phased  out our  manufacturing
operations.  To  accomplish  the  reorganization  of our workforce and corporate
staff, we reassessed job responsibilities and personnel  requirements in each of
our continuing  business units and corporate staff.  The assessment  resulted in
substantial   permanent  personnel   reductions  and  involuntary   terminations
throughout  our  organization,  primarily  in our  European  operations  and our
corporate and manufacturing  staff. We recorded  restructuring  charges of $14.6
million  related to these actions.  Employee  severance and  termination-related
costs were for approximately  300 employees,  all of whom have left the company;
we have paid all  related  severance.  Other fees  relate to  professional  fees
associated  with  negotiations  to  terminate  facility  leases and other  costs
associated  with  implementation  of our new  business  unit  structure  and the
reorganization  of our  business  units  into  separate  entities.  In the first
quarter  of fiscal  year 2002,  we vacated  our  Japanese  facility,  terminated
substantially  all related personnel and undertook other procedures to wind down
our Japanese  subsidiary.  As a result, we reversed  approximately $1 million of
fiscal 2000  business  restructuring  reserves  due to  favorable  circumstances
related to the  shutdown.  Our  closure  costs to vacate the  facility in Japan,
costs to fulfill our contract obligations and severance and related professional
costs up to that time were less than we  anticipated at the time we recorded the
accrual. As of June 30, 2003, the remaining liability of $0.2 million related to
international  facility  costs is  expected to be paid by the end of fiscal year
2003.

The  restructuring  reserves  are  included  as a  component  of "Other  accrued
liabilities" in the accompanying Condensed Consolidated Balance Sheets.

The  following  tables  present the activity  and balances of the  restructuring
reserves from September 30, 2002 to June 30, 2003 (in thousands):

<TABLE>
<CAPTION>

     Fiscal Year 2003 Restructuring
___________________________________________________________________________________________________________
                                 September 30,                             Payments and
                                     2002             Additions             Deductions       June 30, 2003
------------------------------ ------------------ ------------------- ------------------- -----------------
<S>                             <C>                <C>                 <C>                 <C>
Employee Separations                   $     ---          $    1,152          $    (258)          $    894
                               ------------------ ------------------- ------------------- -----------------
                                       $     ---          $    1,152          $    (258)          $    894
                               ================== =================== =================== =================
</TABLE>

<TABLE>
<CAPTION>

     Fiscal Year 2002 Restructuring
___________________________________________________________________________________________________________
                                 September 30,                             Payments and
                                     2002             Additions             Deductions       June 30, 2003
------------------------------ ------------------ ------------------- ------------------- -----------------
<S>                             <C>                <C>                 <C>                 <C>
Employee Separations                   $     233          $      ---          $    (210)          $     23
Facility Closing                             325                 ---               (130)               195
                               ------------------ ------------------- ------------------- -----------------
                                       $     558          $      ---          $    (340)          $    218
                               ================== =================== =================== =================
</TABLE>


<TABLE>
<CAPTION>

     Fiscal Year 2000 Restructuring
___________________________________________________________________________________________________________
                                 September 30,                             Payments and
                                     2002             Additions             Deductions       June 30, 2003
------------------------------ ------------------ ------------------- ------------------- -----------------
<S>                             <C>                <C>                 <C>                 <C>
Facility Closing                        $     77          $      ---          $     (53)          $     24
Contract Obligations                         126                 ---                 ---               126
                               ------------------ ------------------- ------------------- -----------------
                                       $     203          $      ---          $     (53)          $    150
                               ================== =================== =================== =================
</TABLE>


Note 8.  Inventories

Inventories consist of the following:
<TABLE>
<CAPTION>

                                                                             Reorganized Company
                                                                    ________________________________________
(in thousands)                                                        June 30, 2003      September 30, 2002
________________________________________________________________    ___________________  ___________________
<S>                                                                 <C>                  <C>
  Finished goods, including purchased film......................     $        1,744         $      1,766
  Consumable spare parts and supplies...........................              1,678                1,708
                                                                    ___________________  ___________________
                                                                     $        3,422         $      3,474
                                                                    ===================  ===================
</TABLE>

Note 9. Defined Benefit Plan

We have a  retirement  plan in place  for our  United  Kingdom  subsidiary  that
qualifies as a defined benefit plan. The plan provides  benefits based primarily
on  years  of  service  and  employee   compensation  levels.  The  plan  covers
approximately  619  participants,  including  89 current  employees,  484 former
employees  with  vested  rights  to  future   benefits,   and  46  retirees  and
beneficiaries receiving benefits.  Funding policy for the plans is to contribute
amounts sufficient to meet minimum funding requirements as set forth in employee
benefit  and  tax  laws  plus  additional  amounts  as we  may  determine  to be
appropriate.

As of September  30, 2002,  the UK pension plan was under funded by $6.2 million
(using  September  30,  2002  currency  exchange  rates)  based upon a projected
benefit  obligation of $21.5 million,  accumulated  benefit  obligation of $19.3
million,  and the fair value of plan assets  totaling $13.1  million.  The under
funded  liability of $6.2 million is classified as a long-term  liability on the
Condensed  Consolidated Balance Sheet. These actuarial projections were prepared
assuming a discount rate of 6.25%, a weighted average expected long-term rate of
return on plan assets of 7.5% per year and weighted average annual  compensation
increases of 4%.

Almost all of the plan participants are inactive. As a result, we are amortizing
the  unfunded  liability  over the  25-year  remaining  life  expectancy  of the
inactive participants as required by Financial Accounting Standard (FAS) No. 87,
"Employers  Accounting  for  Pensions."  In the nine months ended June 30, 2003,
amortization  of  unfunded  accumulated  benefit  obligation  expense  was  $144
thousand and is reflected in "Selling,  general and  administrative"  expense in
the Condensed  Consolidated  Statement of Operations and as  amortization in the
Comprehensive Income table in Note 11 as prescribed by FAS No. 87.

Note 10.  Foreign Currency Contracts

On October 15, 2002, we entered into three Swiss Franc (CHF)  forward  contracts
to  protect  the  value  of the  expected  cash  receipts  from  the sale of our
Switzerland  operations.  The contracts protect Anacomp against an exchange rate
above 1.5425.  The first forward  contract was written in the amount of CHF 18.2
million and expired on January 29, 2003. At  expiration,  the forward option was
replaced  with another  short-term  option for the same amount,  which  provided
$11.8 million in U.S. dollar proceeds on March 10, 2003.

The second  forward  contract  was  written in the amount of CHF 2.1 million and
expired on April 15, 2003.  CHF 1.0 million of the contract  expired  unused and
the remaining CHF 1.1 million was converted at 1.5425, yielding $0.7 million.

The third  forward  contract  was  written in the amount of CHF 1.8  million and
expires on April 15, 2004. We receive full exchange benefits for a lower rate on
50% of the contract  and the  remaining  50% will be  converted  at 1.5425.  The
minimum  U.S.  dollar  proceeds  received  would be $1.2  million  if the  buyer
releases all funds.

The Other Expense category of our Condensed Consolidated Statement of Operations
for the nine months ended June 30, 2003 includes the recognition of $16 thousand
of exchange loss from currency fluctuations related to the Swiss receivable, the
forward contracts and sale costs.

Note 11.  Comprehensive income

Comprehensive income consists of the following components (in thousands):

<TABLE>
<CAPTION>


For the three months ended June 30:                                          Reorganized Company
                                                                        _________________________________
                                                                             2003                2002
                                                                        _______________    ______________
<S>                                                                     <C>                <C>
Net (loss) income............................................            $    (630)              $      7
Change in foreign currency translation.......................                 1,044                 2,087
Amortization of unfunded accumulated benefit obligation......                    48                   ---
                                                                        _______________    ______________
Comprehensive income.........................................              $    462             $   2,094
                                                                        ===============    ==============
</TABLE>

<TABLE>
<CAPTION>
                                                                                              Predecessor
                                                       Reorganized Company                       Company
                                             _______________________________________      __________________
                                              Nine months ended    Six months ended       Three months ended
                                                June 30, 2003       June 30, 2002          December 31, 2001
__________________________________________   __________________   __________________      __________________
<S>                                          <C>                    <C>                    <C>
Net income................................    $           7,739   $             910       $      277,360
Change in foreign currency translation....                1,242               2,003                  639
Amortization of unfunded accumulated
   benefit obligation.....................                  144                 ---                  ---
                                             __________________   __________________      __________________
Comprehensive income......................    $           9,125   $           2,913       $      277,999
                                             ==================   ==================      ==================
</TABLE>


Note 12.  Income or Loss Per Share

Basic  income or loss per share is  computed  based  upon the  weighted  average
number of shares of Anacomp's common stock  outstanding  during the period.  For
the nine months ended June 30, 2003,  potentially  dilutive  securities included
783,077 outstanding warrants to purchase Class B Common Stock, which were issued
as part of the reorganization. These warrants were excluded from the computation
of diluted income per share as they were anti-dilutive  using the treasury stock
method. Basic and diluted net income amounts for the three months ended December
31,  2001  have not been  presented  as they are not  comparable  to  subsequent
periods due to the implementation of Fresh Start Reporting (see Note 3).

Note 13.  Recent Accounting Pronouncements

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation--Transition and Disclosure", which amends SFAS No. 123 and provides
alternative  methods of  transition  for  companies  who elect to adopt the fair
value method of accounting for stock-based employee  compensation.  SFAS No. 148
also modifies the disclosure requirements for such compensation. Anacomp has not
elected to adopt the fair value  method;  we instead  account  for our  employee
stock  option plans using the  intrinsic  value  method in  accordance  with APB
Opinion  No. 25,  under which  compensation  expense is  recognized  only to the
extent the exercise  price of the option is less than the fair market value of a
share of stock at the date of grant.  However,  we are subject to the disclosure
requirements  of SFAS  Nos.  123 and  148.  Accordingly,  we have  expanded  our
stock-based compensation disclosures (see Note 2).

On July 30, 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal  Activities",  which  addresses  financial  accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
EITF Issue No. 94-3,  "Liability  Recognition for Certain  Employee  Termination
Benefits and Other Costs to Exit an Activity  (Including  Certain Costs Incurred
in a Restructuring)."  The principal  difference between Statement 146 and Issue
94-3 relates to Statement 146's  requirements for recognition of a liability for
a cost associated with an exit or disposal activity. Statement 146 requires that
a  liability  for a cost  associated  with  an  exit  or  disposal  activity  be
recognized when the liability is incurred.  Under Issue 94-3, a liability for an
exit cost as generally  defined in Issue 94-3 was  recognized  at the date of an
entity's  commitment  to an exit plan. A fundamental  conclusion  reached by the
FASB in this Statement is that an entity's commitment to a plan, by itself, does
not create an obligation  that meets the  definition of a liability.  Therefore,
this Statement  eliminates the definition and  requirements  for  recognition of
exit costs in Issue 94-3.

This  Statement  also  establishes  that fair value is the objective for initial
measurement of the liability.  Severance pay under Statement 146, in many cases,
would be recognized over time rather than up front. The FASB decided that if the
benefit  arrangement  requires  employees  to  render  future  service  beyond a
"minimum  retention period" a liability should be recognized as employees render
service  over the future  service  period  even if the benefit  formula  used to
calculate an employee's  termination benefit is based on length of service.  The
provisions of this Statement are effective for exit or disposal  activities that
are initiated after December 31, 2002,  with early  application  encouraged.  We
adopted the provisions of SFAS No. 146 beginning April 1, 2003.

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46,  or FIN 46,
"Consolidation  of  Variable  Interest  Entities."  FIN 46  requires  a variable
interest  entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest  entity's  activities or
entitled  to receive a majority  of the  entity's  residual  returns or both.  A
variable  interest entity either (a) does not have equity  investors with voting
rights,  or (b) has equity  investors that do not provide  sufficient  financial
resources  to  the  entity  to  support  its  activities.  FIN  46 is  effective
immediately  for all new variable  interest  entities  created or acquired after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period  beginning  after June 15, 2003.  The adoption of FIN 46 is not
expected to have a material  impact on our results of  operations  or  financial
condition.

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

This Quarterly Report,  including the following section regarding  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations",
contains  "forward-looking  statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934,  as amended.  Words such as  "expects,"  "anticipates,"  "intends,"
"plans,"  "believes," "seeks," "estimates" and similar expressions or variations
of such words are intended to identify forward-looking  statements,  but are not
the exclusive means of identifying  forward-looking statements in this Quarterly
Report.  Additionally,  statements  concerning future matters such as our future
plans and operations,  projections  used for valuation  purposes,  sales levels,
consolidation and restructuring plans, liquidity needs, expectations of business
trends  and other  statements  regarding  matters  that are not  historical  are
forward-looking statements.

Although  forward-looking  statements in this Quarterly  Report reflect the good
faith  estimates and judgment of our  management,  such  statements  can only be
based on facts  and  factors  of which  we are  currently  aware.  Consequently,
forward-looking  statements are inherently  subject to risks and  uncertainties.
Our actual results,  performance,  and achievements  may differ  materially from
those  discussed in or anticipated by the  forward-looking  statements.  Factors
that could cause or  contribute  to such  differences  in results  and  outcomes
include  without  limitation  those  discussed  under the heading "Risk Factors"
below,  as well as  those  discussed  elsewhere  in this  Quarterly  Report.  We
encourage you to not place undue reliance on these  forward-looking  statements,
which  speak  only as of the date of this  Quarterly  Report.  We  undertake  no
obligation  to revise  or  update  any  forward-looking  statements  in order to
reflect  any  event  or  circumstance  that  may  arise  after  the date of this
Quarterly  Report. We encourage you to carefully review and consider the various
disclosures made in this Quarterly  Report,  which attempt to advise  interested
parties  of the  risks and  factors  that may  affect  our  business,  financial
condition,  results of  operations  and  prospects.  Forward-looking  statements
involve  known and unknown risks and  uncertainties.  Risks,  uncertainties  and
other important factors include, among others:

o    general economic and business conditions;
o    industry trends and growth rates;
o    industry capacity;
o    competition;
o    future technology;
o    raw materials costs and availability;
o    currency fluctuations;
o    the loss of any significant customers or suppliers;
o    changes in business strategy or development plans;
o    litigation issues;
o    successful development of new products and services;
o    anticipated  financial  performance and  contributions  of our products and
     services;
o    availability, terms and deployment of capital;
o    ability to meet debt service obligations;
o    availability of qualified personnel;
o    changes  in,  or the  failure  or  inability  to  comply  with,  government
     regulations; and
o    other  factors  referenced  in this  report  and in  other  public  filings
     including our Form 10-K for the year ended September 30, 2002.

Overview and Recent Events

Our 2001 Bankruptcy

On October 19,  2001,  we filed a voluntary  petition for  reorganization  under
Chapter 11 of the U.S.  Bankruptcy  Code,  together with a  prepackaged  plan of
reorganization  with the U.S.  Bankruptcy  Court for the  Southern  District  of
California.  Under the plan we  eliminated  $310 million of senior  subordinated
notes, related accrued interest of $52.3 million and the related annual interest
expense of $34 million.  New Common Stock was  distributed to the holders of the
notes as well as to holders of the previously  existing  Common Stock.  The U.S.
Bankruptcy Court confirmed the plan of  reorganization on December 10, 2001, and
we emerged from  bankruptcy  effective  December 31, 2001.  The U.S.  Bankruptcy
Court issued its final decree on September 27, 2002 closing the Chapter 11 case.
There  are  no  remaining  claims  or  unrecorded  obligations  related  to  the
bankruptcy proceedings.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and our results of operations
are based upon our consolidated  financial statements,  which have been prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The  preparation  of these  financial  statements  requires  us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On an on-going basis,  we evaluate our estimates,  including those
related  to  bad  debts,   inventories,   intangible   assets,   income   taxes,
restructuring  and  contingencies  and  litigation.  We base  our  estimates  on
historical  experience  and on various other  assumptions  that we believe to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates  under  different   assumptions  or  conditions.   A  summary  of  our
significant  accounting  policies can be found in our 2002 Annual Report on Form
10-K.

Results of Operations

The  following  results  of  operations   information  includes  our  historical
information  from prior to December 31, 2001, the effective date we emerged from
bankruptcy,  and is  identified  as results  of  operations  of the  Predecessor
Company.  The results of  operations  for the three and nine month periods ended
June 30,  2003,  and the six month period  ended June 30,  2002,  represent  the
Reorganized   Company  after  adopting  Fresh  Start   Reporting.   Due  to  our
reorganization  and the  implementation of Fresh Start Reporting,  the financial
information  for the  Reorganized  Company is not comparable to the  Predecessor
Company. In addition,  in the first quarter of fiscal year 2003 we completed the
sale of our Switzerland  operations and in the third quarter of fiscal year 2002
we sold two smaller  operating units.  These operations were not material to our
consolidated results and are, therefore, not reported as discontinued operations
in our statement of operations for the first quarter of fiscal year 2002.

Anacomp  continues to  experience  revenue  declines in the  Computer  Output to
Microfiche (COM) other output services, COM maintenance and equipment / supplies
product lines. Due to this ongoing trend, we are making adjustments to align our
cost structure and infrastructure to maintain operating profitability. This will
be achieved  through the  consolidation  of facilities  and  adjustments  to our
workforce  during the third and fourth  quarters of fiscal  2003.  This  process
includes the closure of some data centers and the  downsizing of other  centers.
The process also includes an assessment  of job  responsibilities  and personnel
requirements in our corporate,  marketing,  sales, and  international  operating
organizations. We have recorded restructuring related charges of $1.2 million in
the third  quarter of fiscal year 2003,  and we expect that  additional  charges
will be  recognized  in the fourth  quarter.  The  charges  consist of  employee
severance and termination-related costs. The primary savings to be achieved from
these  activities  will be obtained  from the  reduced  level of  employees  and
facility costs.  We estimate that the  restructuring  changes  instituted in the
third and fourth  quarters of fiscal  year 2003 will  generate  cost  savings of
approximately $10 million annually.

To facilitate a meaningful  comparison of Anacomp's  quarterly and  year-to-date
operating performance in fiscal years 2003 and 2002, the following discussion of
results of  operations  on a  consolidated  basis is presented on a  traditional
comparative basis for all periods.  However, the pro forma results of operations
presented  below for the nine month period ended June 30, 2002  combines the six
month period ended June 30, 2002 on a  Reorganized  Company basis with the three
month  period ended  December 31, 2001 on a  Predecessor  Company  basis.  These
periods and bases of accounting  are not  comparable  and we have presented them
separately in the accompanying Condensed Consolidated Statements of Operations.

<TABLE>
<CAPTION>


CONSOLIDATED RESULTS OF OPERATIONS                      Three Months Ended June 30,        Nine Months Ended June 30,
                                                       _______________________________     ____________________________
                                                            2003            2002               2003           2002
                                                       (Reorganized     (Reorganized       (Reorganized    (Pro Forma
(in thousands)                                            Company)         Company)           Company)        Basis)
                                                       ________________ ______________     ______________ _____________
<S>                                                     <C>              <C>               <C>             <C>
Revenues:
    Services...........................................$         40,989  $      46,262     $     126,852  $    150,077
    Equipment and supply sales.........................           8,817         10,272            28,706        35,088
                                                       ________________ ______________     ______________ _____________
                                                                 49,806         56,534           155,558       185,165
                                                       ________________ ______________     ______________ _____________

Cost of revenues:
    Services...........................................          28,119         31,406            86,027       100,157
    Equipment and supply sales.........................           6,317          7,611            19,597        25,819
                                                       ________________ ______________     ______________ _____________
                                                                 34,436         39,017           105,624       125,976
                                                       ________________ ______________     ______________ _____________

Gross profit...........................................          15,370         17,517            49,934        59,189
Costs and expenses:
    Engineering, research and development..............           1,450          1,811             4,883         5,095
    Selling, general and administrative................          11,809         13,232            39,439        44,131
    Amortization of intangible assets..................             496            496             1,488         3,888
    Restructuring charges..............................           1,152          2,081             1,152         1,049
                                                       ________________ ______________     ______________ _____________

Operating income (loss) from continuing operations.....             463           (103)            2,972         5,026
                                                       ________________ ______________     ______________ _____________

Other income (expense):
    Interest income....................................              45            109               192           335
    Interest expense and fee amortization..............            (383)        (1,048)           (1,777)       (5,367)
    Other..............................................             (79)           513               (51)      265,497
                                                       ________________ ______________     ______________ _____________
                                                                   (417)          (426)           (1,636)      260,465
                                                       ________________ ______________     ______________ _____________
Income (loss) from continuing operations before
    reorganization items and income taxes..............              46           (529)            1,336       265,491
Reorganization items...................................             ---            ---               ---        13,328
                                                       ________________ ______________     ______________ _____________
Income (loss) from continuing operations before taxes..              46           (529)            1,336       278,819
Provision for income taxes.............................             676            (48)            1,781         1,655
                                                       ________________ ______________     ______________ _____________
Loss from continuing operations........................            (630)          (481)             (445)      277,164
Income from discontinued operations, net of taxes......             ---            488               ---         1,106
Gain on sale of discontinued operations, net of taxes..             ---            ---             8,184           ---
                                                       ________________ ______________     ______________ _____________
Net (loss) income......................................$           (630) $           7     $       7,739  $    278,270
                                                       ================ ==============     ============== =============
</TABLE>


Three Months Ended June 30, 2003 vs. Three Months Ended June 30, 2002


     General.  We reported a net loss of $0.6 million for the three months ended
June 30, 2003 versus $7 thousand in income for the three  months  ended June 30,
2002.  Both MVS and Web revenues  grew over the prior year period  revenue.  COM
based revenues, however, continued to decline in the three months ended June 30,
2003, in line with historical trends.

We define our product lines as follows:

MVS -  Multi-Vendor  Services  where  Anacomp acts as a third party  maintainer,
providing  support  services  such as on-site  maintenance,  help desk and depot
repair, laser printer maintenance and associated hardware sales.

Web - Transmitted ingestion, storage, delivery and internet browser-based access
to  documents.  Also  includes  license  sales and  maintenance  for the  Adesso
software that is our Web platform in the US.

CD/Digital  - CD  based  document  management  services,  scanning  and  digital
software sales.

COM/ Other Output  Services - Our Computer Output to Microfilm and laser printer
document management services.

COM  Professional  Services - Our  maintenance  services for Computer  Output to
Microfilm and other micrographic products.

Equipment/Supplies  - Computer Output to Microfilm  original and duplicate film,
chemistry and hardware sales.

     Revenues. Our revenues totaled $49.8 million in the three months ended June
30, 2003, a decrease of 12%, or $6.7  million,  from $56.5  million in the three
months ended June 30, 2002.

<TABLE>
<CAPTION>


 (in thousands)                               Three Months Ended June 30,
                                              ___________________________
                                                                                         Percentage
Product Line                             2003             2002            Change            change
------------                             ----             ----            ------            ------
<S>                                     <C>               <C>              <C>             <C>
MVS                                     $  9,020         $  6,871         $  2,149           31%

Web Presentment                            4,309            4,038              271            7%

CD/Digital                                 7,038            8,016            (978)          (12%)

COM/Other Output Services                 16,928           21,966          (5,038)          (23%)

COM Professional Services                  5,170            6,114            (944)          (15%)

Equipment/Supplies                         7,341            9,529          (2,188)          (23%)
                                           -----            -----          -------

Total                                   $ 49,806         $ 56,534        $ (6,728)          (12%)
                                        ========         ========        =========
</TABLE>


MVS revenues  increased  $2.1  million,  or 31%, over the prior year three month
period.  This  reflects the  continued  increase in new OEM  agreements  and the
resulting continued growth in our Multi-Vendor Services offerings.  The relative
makeup  of  total  professional   services  revenues   (including  MVS  and  COM
professional services) continues to migrate from COM to MVS. In the three months
ended  June  30,  2003,  MVS  represented  64% of total  professional  services,
compared to 53% in the prior year three month period.

Web  Presentment  revenues  increased  $0.3 million,  or 7%, over the prior year
three month  period  ended June 30,  2002.  This  reflects  the  addition of new
customers  and  additional  revenue  from  established  customers  as they  have
increased  the  number of their  applications  utilizing  our Web  services.  We
believe that pricing for this product may become more  aggressive in the future,
and we must remain competitive with alternative in-house solutions.

CD/Digital  revenue  declined  $1.0  million,  or 12%, from the prior year three
month  period.  The  decline is the  result of lower per unit  pricing as the CD
service has become less  specialized  and more of a commodity  and as  customers
have opted for in-house or on-line solutions.

COM/Other Output Services revenue declined $5.0 million,  or 23%, from the prior
year three month period.  This decline reflects the decreased  volumes processed
in our data centers and  continues  the trend  experienced  in prior  years.  We
expect that  COM/Other  Output  Services  revenues  will  continue to decline in
future periods.

COM Professional Services revenues declined $0.9 million, or 15%, from the prior
year three month period.  This decline  reflects the  continued  decrease in the
number of COM units in operation.  We expect that the number of COM units in use
worldwide will continue to decline as  organizations  choose to outsource  these
document management functions to service centers,  such as those operated by us,
or elect to utilize other options such as CD or on-line solutions.

Equipment and supplies  revenue  declined  $2.2 million,  or 23%, from the prior
year three month period.  This decrease was largely the result of the decline in
demand for and use of COM systems.

     Gross Margins.  Our gross margin,  $15.4 million for the three months ended
June 30,  2003 and $17.5  million  for the three  months  ended  June 30,  2002,
remained  consistent  at  31% of  revenue.  Even  though  revenues  declined  in
comparison  to the prior year,  we were able to maintain  the gross  margin as a
percentage of revenue  through cost savings  resulting from our recent and prior
restructuring  activities,  which included the  consolidation  and downsizing of
facilities and reductions in our work force.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expenditures decreased from $1.8 million for the three month period
ended June 30, 2002,  to $1.5  million in the current  three month  period,  and
remained consistent at 3% of total revenues in both periods. These expenses will
not necessarily have a direct or immediate  correlation to revenues. We continue
to build and support our  outsource  service  solutions  base and  corresponding
internet and digital technologies.

     Selling,  General and  Administrative.  SG&A expenses  decreased from $13.2
million for the three months ended June 30, 2002 to $11.8  million for the three
months ended June 30, 2003,  due primarily to benefits  realized from our recent
restructuring activities and cost savings initiatives.

     Amortization of Intangible  Assets.  Amortization of intangible  assets was
the same at $0.5  million for the three  months ended June 30, 2002 and June 30,
2003. The expense  reflects the amortization of identifiable  intangible  assets
valued as part of Fresh Start Reporting.

     Restructuring Charges.  Restructuring charges of $1.2 million were incurred
in the  current  quarter.  These are related to data  center  consolidation  and
reorganization  of parts of our corporate,  marketing,  sales, and international
operating   organizations.    Additional   restructuring   charges,    including
approximately  $0.9 million of severance,  are expected in the fourth quarter of
fiscal  2003.  The third  quarter  charges  consist of  employee  severance  and
termination-related  costs  for  approximately  76  employees,  all of whom were
notified and have left the company as of June 30, 2003.

     In fiscal year 2002,  we recorded a  restructuring  charge of $2.1  million
related to the  reorganization  of our operations from two business units to one
entity.  The  reorganization  of the workforce  consisted of combining the field
organizations   of  Document   Solutions   and   Technical   Services  into  one
organization,  the  establishment  of an executive level position to oversee all
sales and marketing  activities and a single support group for our data centers,
Web Presentment  operations,  field services operations and process quality. The
restructuring   charges   included  $1.6  million  in  employee   severance  and
termination-related costs for approximately 100 employees, all of whom have left
the company. The restructuring charges also included  approximately $0.4 million
for the  closure of a data center for which  payments  will  continue  until the
lease  expires in July 2004.  Of the $0.4  million,  $69  thousand  represents a
non-cash  charge  to write  off the net book  value  of  leasehold  improvements
located in the closed data center.

     Interest Expense and Fee  Amortization.  Interest expense decreased to $0.4
million for the three months ended June 30, 2003 from $1.0 million for the three
months  ended  June 30,  2002.  The  decrease  reflects  the  decreased  balance
outstanding on the senior secured  revolving credit facility in the current year
period.  The expense from both  periods is related  primarily to interest on the
senior secured revolving credit facility.

     Other.  The  expense  in both  periods  is related  primarily  to  currency
exchange gains and losses.

     Provision for Income Taxes.  The provision for income taxes of $0.7 million
and $48  thousand  (credit)  for the three  months ended June 30, 2003 and 2002,
respectively, related primarily to earnings of foreign subsidiaries.

Nine Months Ended June 30, 2003 vs. Nine Months Ended June 30, 2002

     General.  We reported  net income of $7.7 million for the nine months ended
June 30, 2003 versus  $278.3  million for the nine months  ended June 30,  2002.
Both MVS and Web  Presentment  revenues  grew  over the prior  year  nine  month
period.  COM based  revenues,  however,  continued to decline in the nine months
ended  June 30,  2003  from the  comparable  prior  year  period,  in line  with
historical  trends. We have been able to reduce our outstanding  credit facility
balance by $21.8 million  during the nine months ended June 30, 2003,  primarily
by  utilizing  the  proceeds   received   from  the  sale  of  our   Switzerland
subsidiaries.

     Revenues. Our revenues totaled $155.6 million in the nine months ended June
30, 2003, a decrease of 16%, or $29.6  million,  from $185.2 million in the nine
months ended June 30, 2002.

<TABLE>
<CAPTION>


(in thousands)                                 Nine Months Ended June 30,
                                               __________________________
                                                                                         Percentage
Product Line                             2003             2002            Change            change
------------                             ----             ----            ------            ------
<S>                                      <C>             <C>              <C>             <C>
MVS                                     $ 25,375         $ 19,805         $  5,570           28%

Web Presentment                           13,805           11,105            2,700           24%

CD/Digital                                21,703           31,571          (9,868)          (31%)

COM/Other Output Services                 54,863           71,730         (16,867)          (24%)

COM Professional Services                 15,976           19,507          (3,531)          (18%)

Equipment/Supplies                        23,836           31,447          (7,611)          (24%)
                                          ------           ------          -------

Total                                   $155,558         $185,165        $(29,607)          (16%)
                                        ========         ========        =========
</TABLE>

In fiscal year 2002, we committed to a plan to sell our  Switzerland  operations
and we sold two smaller  operating units. The results of these operations during
the first quarter of fiscal 2002 were not material to our operating  results and
were not excluded from the revenues  shown in the above table for the nine month
period ended June 30, 2002.

MVS revenues  increased  $5.6  million,  or 28%,  over the prior year nine month
period.  This  reflects the  continued  increase in new OEM  agreements  and the
resulting continued growth in our Multi-Vendor Services offerings.  The relative
makeup of total professional  services revenues continues to migrate from COM to
MVS.  In the nine  months  ended June 30,  2003,  MVS  represented  61% of total
professional  services revenue  (including MVS and COM  professional  services),
compared to 50% in the prior year nine month period.

Web  Presentment  revenues  increased $2.7 million,  or 24%, over the prior year
nine month  period  ended June 30,  2002.  This  reflects  the  addition  of new
customers  and  additional  revenue  from  established  customers  as they  have
increased  the  number of their  applications  utilizing  our Web  services.  We
believe that pricing for this product may become more  aggressive in the future,
and we must remain competitive with alternative in-house solutions.

CD/Digital revenue declined $9.9 million, or 31%, from prior year revenue.  This
decrease  was  primarily  the  result of the sale of our  Switzerland  and other
operations  in  fiscal  year  2002.  CD/Digital  revenue  from  the  Switzerland
operations included in the nine months ended June 30, 2002 totaled $6.1 million.
The  remainder  of the decline is the result of lower per unit pricing as the CD
service has become less  specialized  and more of a commodity  and as  customers
have opted for in-house or on-line solutions.

COM/Other Output Services revenue declined $16.9 million, or 24%, from the prior
year nine month period. This decline reflects the decreased volumes processed in
our data centers and continues the trend  experienced in prior years.  We expect
that  COM/Other  Output  Services  revenues  will  continue to decline in future
periods.

COM Professional Services revenues declined $3.5 million, or 18%, from the prior
year. This decline reflects the continued decrease in the number of COM units in
operation. We expect that the number of COM units in use worldwide will continue
to  decline as  organizations  choose to  outsource  these  document  management
functions to service centers,  such as those operated by us, or elect to utilize
other options such as CD or on-line software systems.

Equipment and supplies  revenue  declined  $7.6 million,  or 24%, from the prior
year.  This decrease was largely the result of the decline in demand for and use
of COM units.

     Gross  Margins.  Our gross margin as a percentage of revenues was unchanged
at 32% ($59.2 million versus $49.9 million for the nine month periods ended June
30, 2002 and 2003 respectively).  Even though revenues declined in comparison to
the prior year, we were able to maintain the gross margin percentage of revenues
through  cost  savings  resulting  from  our  recent  and  prior   restructuring
activities,  which included the  consolidation  and downsizing of facilities and
reductions in our work force.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expenditures  decreased  $0.2 million,  or 4%, over the prior year.
These costs  represented 3% of total revenues for the nine months ended June 30,
2003 and 2002.  These expenses will not  necessarily  have a direct or immediate
correlation to revenues.  We continue to build and support our outsource service
solutions base and corresponding internet and digital technologies.

     Selling,  General and  Administrative.  SG&A expenses  decreased from $44.1
million  for the nine months  ended June 30, 2002 to $39.4  million for the nine
months ended June 30, 2003. The $4.7 million,  or 11%, decrease resulted in part
from the sale of our Switzerland  operations,  which had $1.3 million of related
expenses  included in the prior year period.  Also,  SG&A expenses have declined
due to  benefits  realized  from our recent  restructuring  activities  and cost
savings initiatives.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
decreased  62%,  from $3.9 million for the nine months  ended June 30, 2002,  to
$1.5  million for the nine  months  ended June 30,  2003.  The prior year period
amortization expense included  amortization,  during the first quarter of fiscal
2002, of goodwill related to prior year  acquisitions.  All goodwill assets from
the  Predecessor  Company  were  eliminated  in  conjunction  with  Fresh  Start
Reporting.   Amortization   expense   after   December  31,  2001  reflects  the
amortization  of  identifiable  intangible  assets valued as part of Fresh Start
Reporting.

     Restructuring Charges.  Restructuring charges of $1.2 million were incurred
in the third  quarter of fiscal  year  2003.  These are  related to data  center
consolidation and  reorganization of parts of our corporate,  marketing,  sales,
and international  operating  organizations.  Additional  restructuring charges,
including  approximately  $0.9 million of severance,  are expected in the fourth
quarter of fiscal 2003. The third quarter charges consist of employee  severance
and termination-related  costs for approximately 76 employees,  all of whom were
notified and have left the company as of June 30, 2003.

     In the third  quarter of fiscal  year  2002,  we  recorded a  restructuring
charge of $2.1 million related to the  reorganization of our operations from two
business units to one entity. The  reorganization of the workforce  consisted of
combining the field  organizations of Document  Solutions and Technical Services
into one  organization,  the  establishment  of an executive  level  position to
oversee all sales and marketing  activities  and a single  support group for our
data centers, Web Presentment operations,  field services operations and process
quality.  The restructuring  charges included $1.6 million in employee severance
and termination related costs for approximately 100 employees,  all of whom have
left the company.  The  restructuring  charges also include  approximately  $0.4
million  for the  closure of a data  center for which the lease  expires in July
2004.

     In the first  quarter  of fiscal  year  2002,  we  reversed  $1  million of
business restructuring reserves primarily due to favorable circumstances related
to the  shutdown of our  Japanese  subsidiary.  Our closure  costs to vacate our
facility in Japan,  costs to fulfill our contract  obligations and severance and
related  professional  costs up to that time were less than  anticipated  at the
time the accrual was recorded.

     Interest Expense and Fee  Amortization.  Interest expense decreased to $1.8
million for the nine months  ended June 30, 2003 from $5.4  million for the nine
months ended June 30, 2002. Prior year expense included interest  (approximately
$1.7 million) on our senior  subordinated notes up to October 19, 2001, the date
we filed Chapter 11 bankruptcy. The remaining expense in both periods is related
primarily to interest on the senior secured revolving credit facility.

     Other. We recognized  other income due to  extinguishment  of debt totaling
$265.3  million for the nine month period ended June 30, 2002 as a result of our
bankruptcy  proceedings and subsequent  emergence from Chapter 11 proceedings on
December 31, 2001. The remaining expense in both periods is related primarily to
currency exchange gains and losses.

     Reorganization  Items.  Reorganization  items in the nine months ended June
30, 2002,  represent expenses and adjustments  resulting from our reorganization
and consist of  professional  fees incurred  subsequent to our Chapter 11 filing
totaling  $1  million,  fair value  adjustments  made to assets and  liabilities
totaling $16.9 million and other asset write-offs and settlements  totaling $2.6
million (primarily related to our extinguished debt) in Fresh Start Reporting.

     Provision for Income Taxes.  The provision for income taxes of $1.8 million
and $1.7 million for the nine months ended June 30, 2003 and 2002, respectively,
related primarily to earnings of foreign subsidiaries.

     Gain on Sale of Discontinued Operations.  In the nine months ended June 30,
2003,  we  realized  a gain  of $8.2  million  on the  sale  of our  Switzerland
subsidiaries.   This  sale  was  effective  October  1,  2002.  The  Switzerland
operations were not material to our  consolidated  results prior to December 31,
2001.  As a result,  the  statements  of  operations  for the three months ended
December 31, 2001 do not segregate the Switzerland operations as discontinued.

Liquidity and Capital Resources

Our legacy  business  (COM) has  declined in recent years and is  forecasted  to
continue to decline as new technologies become available and are accepted in the
marketplace.  Our ability to generate  sufficient cash to fund operations and to
meet future bank  requirements  is  dependent  on  successful  and  simultaneous
management of the decline in COM as well as the expansion of alternative service
offerings. Other factors, such as an uncertain economy, levels of competition in
the document management  industry,  and technological  uncertainties will impact
our  ability to generate  cash and  maintain  liquidity.  We believe the actions
taken over the past two years,  including  new and enhanced  product and service
offerings,  company downsizing, cost control measures and the debt restructuring
from our  bankruptcy  will  allow us to  maintain  sufficient  cash  flows  from
operations to meet our operating,  capital and debt  requirements  in the normal
course of business for at least the next twelve months.

On  December  31,  2001,  Anacomp and Fleet  National  Bank,  as agent,  and its
syndicate of lenders  (collectively,  "the Bank Group")  entered into an Amended
and Restated  Revolving Credit  Agreement.  The credit agreement  provides for a
commitment  of $26.1 million as of June 30, 2003,  with a $20.0  million  direct
borrowing sublimit and a $6.1 million letter of credit sublimit. The facility is
available for new  borrowings  when  borrowings  are below the direct  borrowing
sublimit.

Effective  December 19, 2002,  we signed an  amendment to the  revolving  credit
agreement. The amendment modified certain financial covenants to accommodate the
sale of our Switzerland  operations and current business plans. Other changes to
the agreement included a permanent  reduction to the credit facility  commitment
of $10.0 million and  provisions  for  acquisitions  and/or  divestitures  under
specified conditions.

At June 30, 2003, the outstanding  revolving credit borrowings were $8.2 million
(plus  outstanding  standby letters of credit of $6.1 million).  During the nine
month period ended June 30, 2003,  we paid $21.8 million to reduce the principal
outstanding and have $11.8 million of borrowing capacity.

The original maturity date of the amended facility was June 30, 2003. Due to the
receipt  of  proceeds  from our  sale of the  Switzerland  subsidiaries  and the
application  of those  proceeds  to reduce  our  facility  balance,  it has been
extended to December 31, 2003 under the terms of the  agreement.  We reduced the
outstanding  borrowings and  permanently  reduced the borrowing  sublimit of the
credit  facility  commitment by $11.4  million as a result of proceeds  received
from the October 2002 sale of our Switzerland operations and subsidiaries.

The credit  agreement  bears  interest at a base rate equal to the higher of (a)
the annual rate of interest  announced  from time to time by Fleet National Bank
as its best  rate,  or (b)  one-half  of one  percent  above the  Federal  Funds
Effective  Rate,  for the portion of the facility  equal to a Formula  Borrowing
Base ("FBB").  The FBB equals 80% of eligible  accounts,  which include U.S. and
Canadian  accounts  receivable.  The rate of interest is three percentage points
higher than the base rate for the facility balance  outstanding in excess of the
FBB. Interest is due and payable monthly in arrears.  The interest rate was 4.0%
for the FBB portion and 7.0% for the excess  portion at June 30,  2003.  At June
30,  2003,  the  FBB was  $11.4  million;  accordingly,  there  were  no  excess
borrowings over the FBB.

The credit  facility is secured by virtually  all Anacomp  assets and 65% of the
capital  stock of our foreign  subsidiaries.  The  facility  contains  covenants
relating to limitations on the following:

o        capital expenditures;
o        additional debt;
o        purchases of our common stock;
o        mergers and acquisitions; and
o        liens and dividends.

The credit  facility also is subject to minimum  EBITDA,  interest  coverage and
leverage  ratio  covenants.  In  addition,  we are required to remit to the Bank
Group the net proceeds of any capital asset sale.

Under the current  facility as amended,  the facility  commitment and the direct
borrowings  sublimit will be  permanently  reduced by $1.25 million on September
30, 2003.

Subsequent to June 30, 2003, we have made cash payments totaling $1.8 million to
further reduce the outstanding credit facility liability. As of August 12, 2003,
the  outstanding  revolving  credit  borrowings  were $6.4 million and borrowing
capacity was $13.6 million.

During the past nine months, our significant  paydown of the outstanding balance
on our revolving  credit  facility  through both  scheduled  reductions and from
proceeds received on the sale of our Switzerland  subsidiaries has substantially
improved our working capital  position.  The working capital  deficiency of $6.5
million at September 30, 2002, is now positive  working  capital of $7.2 million
at June 30, 2003.

Net cash provided by continuing operations was $11.5 million for the nine months
ended June 30,  2003,  compared to $15.8  million in the  comparable  prior year
period. The prior period amount includes  approximately $2.6 million contributed
by discontinued operations.

Net cash provided by investing  activities was $11.5 million in the current nine
month period,  compared to cash used in investing  activities of $3.2 million in
the comparable prior year period. The current year period included cash proceeds
from the sale of our Switzerland  operations and  subsidiaries.  Expenditures in
both years were primarily for purchases of equipment.  We received an additional
CHF 1.1 million, or approximately $0.7 million, on April 17, 2003, from our sale
of Swiss subsidiaries as scheduled under the terms of the sale agreement.

During the quarter ended June 30, 2003, we entered into a service agreement with
Dot Hill Systems Corp. to provide warranty and non-warranty  service and on-site
repair support for certain storage network solutions  products.  Under the terms
of the  agreement,  Anacomp  paid  Dot Hill  $500,000  to  acquire  new and used
inventory, spare parts, test equipment,  software, licenses, customer lists, and
other  commercial and proprietary  information  necessary for Anacomp to perform
the agreed  upon  services.  In  addition,  Anacomp  will pay Dot Hill  periodic
royalty  payments over at least the next two years;  a liability of $1.2 million
for the minimum royalty payments due has been recorded and is included in "Other
accrued  liabilities"  in the Condensed  Consolidated  Balance Sheet at June 30,
2003.  Additional  royalties  will be owed to Dot Hill if revenue from  services
exceed a defined minimum amount.  The initial payment of $500,000 is included as
"Payments to acquire  product line assets and customer  rights" in the investing
activities section of the Condensed Consolidated Statement of Cash Flows for the
nine months ended June 30, 2003.

Net cash used in financing  activities was $21.8 million during the current nine
month  period,  compared to $21.6  million used in financing  activities  in the
prior year  period.  In both  periods,  cash was used to pay down the  revolving
credit facility.

Our cash  balance  totaled  $18.0  million at June 30,  2003  compared  to $15.6
million at  September  30,  2002.  Approximately  56% of the June 30,  2003 cash
balance is located at our foreign subsidiaries  compared to approximately 49% at
September 30, 2002.  Our use of excess cash as additional  payments  against our
credit facility resulted in the decrease of domestic cash on hand.

RISK FACTORS

You should  carefully  consider the following  risk factors and all of the other
information included in this Quarterly Report in evaluating our business and our
prospects.  Investing  in our  Class A or  Class B Common  Stock  (collectively,
"Common  Stock")   involves  a  high  degree  of  risk.   Additional  risks  and
uncertainties  may also materially  adversely  affect our business and financial
condition in the future.  Any of the following risks could materially  adversely
affect our business,  operating results or financial  condition and could result
in a partial or complete loss of your investment.

We recently  effectuated  a financial  restructuring  pursuant to a  prepackaged
Chapter  11 plan of  reorganization,  we have a history of net losses and we may
face liquidity issues in the future.

On October 19,  2001 we filed a  voluntary  petition  for  reorganization  under
Chapter 11 of the U.S. Bankruptcy Code and a prepackaged plan of reorganization.
The Bankruptcy Court confirmed the plan of  reorganization  on December 10, 2001
and we emerged  from our  bankruptcy  proceedings  effective  December 31, 2001.
However, our completion of bankruptcy  proceedings does not assure our continued
success. For example, the bankruptcy  proceedings described above are our second
bankruptcy:  we previously  filed a plan of  reorganization  in January 1996 and
emerged from those  proceedings in June 1996. If our financial  performance does
not exceed our recent  historical  results,  the price of our Common Stock could
decline and your investment could be materially  adversely affected.  As part of
our plan of reorganization,  our lenders modified the terms of our senior credit
facility,  which encumbers  substantially all of our assets.  This facility also
includes mandatory periodic pay downs and covenant  restrictions  concerning the
commitment  limits of this facility  including  levels of collateral,  financial
covenants,  and  limitations  on capital  expenditures.  Our credit  facility is
scheduled to mature on December  31, 2003,  at which time we will be required to
renew,  refinance,  or modify the  credit  facility  with our  lenders or locate
alternative  financing.  These restrictions and provisions could have an adverse
impact on our future liquidity and ability to implement our business plan.

Our revenues  could  continue to decrease  over the next few years,  which could
inhibit us from  achieving or sustaining  profitability  or even prevent us from
continuing to operate.

Our  accumulated  deficit  through  December 31, 2001 has been  eliminated  as a
result  of  Fresh  Start  Reporting.  However,  we have not  recorded  sustained
profitable  operating  results for quite some time. To achieve  sustained future
profitability we will need to generate and sustain revenues while satisfying our
payment  obligations  under the terms of our  senior  secured  revolving  credit
facility  (including  mandatory pay downs) and  maintaining  reasonable cost and
expense levels.  Our COM business has been experiencing  declining  revenues for
several years, so revenue growth in other areas would have to offset the decline
in COM revenues before our total revenues would increase. We do not know when or
if we will  become  profitable  on a  sustained  basis.  If we  fail to  achieve
consistent  profitability  and  generate  sufficient  cash  flows,  we will face
liquidity  and bank  covenant  issues and our senior  secured  debt could become
immediately due and payable on demand. Even though we generated operating income
from continuing  operations in recent quarters, we may not be able to sustain or
increase  profitability  on a quarterly or an annual  basis.  Any failure on our
part to achieve or sustain profitability could cause our stock price to decline.

The development of alternate technologies in the document management industry is
decreasing the need for our micrographics services and products.

The  document  management  industry  is rapidly  changing.  The recent  trend of
technological  advances  and  attendant  price  declines in digital  systems and
products is expected to continue.  As a result, in certain instances,  potential
micrographics customers have deferred, and may continue to defer, investments in
micrographics  systems (including our XFP2000(R) COM system) and the utilization
of  micrographics  service  centers while  evaluating the  capabilities of other
technologies.  Additionally,  the continuing  development of local area computer
networks and similar systems based on digital technologies has resulted and will
continue to result in many of our customers  changing their use of micrographics
from document  storage,  distribution  and access to primarily  archival use. We
believe  that this is at least  part of the reason  for the  declines  in recent
years  in  both  sales  and  prices  of  our   duplicate   film,   readers   and
reader/printers.   Our  service  centers  also  are  producing  fewer  duplicate
microfiche  per original  for  customers,  reflecting  the shift  towards  using
micrographics  primarily  for  long  term  archival  storage.  Revenues  for our
micrographics services and products,  including COM service revenues, COM system
revenues, maintenance service revenues and micrographics supplies revenues, have
been  adversely  affected for each of the past five fiscal years and will likely
in the future be substantially  adversely  affected by, among other things,  the
increasing use of digital  technology.  COM revenues from  services,  system and
supplies sales declined 27% in 2002 from fiscal year 2001 revenues. Overall, COM
revenues  represented  66% of our  revenues  for the twelve  month  period ended
September 30, 2002, 71% of our fiscal year 2001 revenues,  77% of 2000 revenues,
83%  of  1999  revenues,  91%  of  1998  revenues  and  95%  of  1997  revenues.
Additionally,  the rapidly changing document management industry has resulted in
price  competition in certain of our businesses,  particularly COM services.  We
have been and we expect to continue to be impacted  adversely  by the decline in
the demand for COM  services,  the  declining  market  for COM  systems  and the
attendant  reduction  in  supplies  revenues.  We expect that our  revenues  for
maintenance  of COM systems will  continue to decline as a result of  decreasing
use and fewer  sales of COM  systems.  Additionally,  the  growth  of  alternate
technologies  has  created  consolidation  in the  micrographics  segment of the
document management  industry.  To the extent consolidation in the micrographics
segment has the effect of causing major providers of micrographics  services and
products to cease  providing such services and products,  the negative trends in
the segment,  such as competition from alternate  technologies  described above,
may  accelerate.  If we do  not  adapt  to the  rapid  changes  in the  document
management  industry,  our  business  will  suffer and your  investment  will be
adversely affected.

Intense  competition in the document  management  industry could prevent us from
increasing  or  sustaining  our  revenues  and  prevent  us  from  achieving  or
sustaining profitability.

The  document   management  industry  is  becoming   increasingly   competitive,
especially in the market for Internet-based  document  management  services.  We
face,  and will continue to face,  competition  from other  document  management
outsource  service  providers  as  well  as from  document  management  software
providers who offer  in-house  solutions.  Some of our  competitors  are leading
original equipment  manufacturers with established  client-relationships  in our
target markets. Some of our competitors are significantly larger than we are and
have greater financial resources,  greater name recognition and longer operating
histories than we have. Our  competitors  may be able to respond more quickly or
adjust  prices  more  effectively  to take  advantage  of new  opportunities  or
customer requirements.  Increased competition could result in pricing pressures,
reduced  sales,  reduced  margins or failure to achieve or  maintain  widespread
market  acceptance,  any of which could prevent us from increasing or sustaining
our revenues and achieving or sustaining profitability.

Fluctuation  in our quarterly  financial  results may cause  instability  in our
stock price.

Our COM business has experienced and continues to experience  trending  decline;
however,  the rate at which this decline will impact our operations is difficult
to  predict.  Additionally,  we  attempt  to  base  our  operating  expenses  on
anticipated  revenue  levels,  and a substantial  percentage of our expenses are
fixed in the short term. As a result,  any delay in  generating  or  recognizing
revenues could cause our operating results to be below  expectations.  Moreover,
the operating expenses from our growth initiatives may exceed our estimates. Any
or all of these factors could cause the price of our common stock to decline.

If we are unable to decrease our costs to match the decline in our revenues,  we
may not be able to sustain profitability.

The  decline in the demand for COM  services,  systems and  maintenance  and the
attendant  reduction in supplies revenues have adversely  affected our business.
Over the past several  years,  COM revenues from  services,  system and supplies
sales have been steadily decreasing as a percentage of our revenues and declined
27% in 2002 from fiscal year 2001  revenues.  We expect  that our  revenues  for
maintenance  of COM systems will  continue to decline as a result of  decreasing
use and fewer  sales of COM  systems.  We have taken  steps  such as  facilities
consolidation  and personnel  reductions to reduce our cost structure and offset
the decrease in COM revenues. We intend to take additional measures as necessary
to continue to reduce our cost structure. If these measures are unsuccessful, we
will not  realize  profits  from our COM  business  and your  investment  may be
adversely affected.

If our future results do not meet or exceed the  projections  and assumptions we
made for Fresh Start Reporting purposes, we may have to write down the values of
some of our assets.

On December 31, 2001, as a result of our emergence from  bankruptcy,  we adopted
Fresh  Start  Reporting.  This  resulted in  material  changes to our  financial
statements  including  the  recording of an asset for  "reorganization  value in
excess of identifiable  net assets." We determined the value of our business and
accordingly,   our  reorganization  asset  by  making  certain  projections  and
assumptions  based  on  historical  results  as well as our  best  estimates  of
expected  future  market  conditions.   Unfavorable   changes  compared  to  our
projections  used for Fresh  Start  Reporting  purposes  could  result in future
impairments of our reorganization asset and our identifiable  intangible assets.
If these assets were to be impaired, the value of your investment could decline.

If we are unable to make technological  advancements and upgrades to our current
product and service offerings, we will lose market share.

In order to maintain and grow market share,  we  continually  invest in offering
new customer  solutions  and in upgrading  our storage and delivery  systems and
infrastructure. We cannot assure you that we will be able to continue to develop
innovations  in our  software to stay  abreast of client  needs.  We also cannot
assure you that we will be able to  maintain or upgrade  our  infrastructure  to
take  advantage of new  technology.  Our future plans for growth and a return to
profitability  would be  detrimentally  affected if we are unable to develop new
and  innovative   customer  solutions  or  if  we  are  unable  to  sustain  our
infrastructure.

Litigation or third party claims of  intellectual  property  infringement  could
require us to spend  substantial time and money and adversely affect our ability
to develop and commercialize products.

Third parties may accuse us of employing their  proprietary  technology  without
authorization.  In addition, third parties may obtain patents that relate to our
technologies  and  claim  that  our use of  such  technologies  infringes  these
patents.  Regardless  of their  merit,  such  claims  could  require us to incur
substantial   costs,   including  the  diversion  of  management  and  technical
personnel,  in  defending  ourselves  against any such claims or  enforcing  our
patents. In the event that a successful claim of infringement is brought against
us, we may be required to pay damages and obtain one or more licenses from third
parties. We may not be able to obtain these licenses at a reasonable cost, or at
all.  Defense of any  lawsuit or failure to obtain any of these  licenses  could
adversely  affect our  ability to develop  and  commercialize  products  and our
operating results.

The loss of key  personnel  or the  inability  to attract and retain  additional
personnel could impair our ability to expand our operations.

We are highly dependent on the principal  members of our management team and the
technical  expertise of our personnel,  especially in our professional  services
business.  The success of this business is based on our technical  expertise and
proven ability to provide fast,  expert,  on-site service and support around the
clock. This service is provided in North America and Europe by approximately 400
Anacomp service professionals, the loss of whose services might adversely impact
the achievement of our business  objectives.  Moreover,  our business operations
will require additional expertise in specific industries and areas applicable to
products  identified and developed  through our  technologies.  These activities
will require the addition of new personnel,  including  management and technical
personnel  as  well as the  development  of  additional  expertise  by  existing
employees.  Competition  for  experienced  technicians  may limit our ability to
attract or retain such  technicians.  If we are unable to attract such personnel
or to  develop  this  expertise,  we may not be able to  sustain  or expand  our
operations in a timely manner or at all.

We face business,  political and economic risks because a significant portion of
our sales is to customers outside of the United States.

Revenues  from  operations  outside the United  States  accounted for 28% of our
total  revenue for the twelve month period ended  September  30, 2002 and 30% of
our total revenue in fiscal year 2001. Our success  continues to depend upon our
international operations,  and we expect that a significant portion of our total
future revenues will be generated from  international  sales. Our  international
business involves a number of risks, including:

o    our ability to adapt our products to foreign design methods and practices;
o    cultural differences in the conduct of business;
o    difficulty in attracting and retaining qualified personnel;
o    longer  payment  cycles  for and  greater  difficulty  collecting  accounts
     receivable;
o    unexpected  changes in regulatory  requirements,  royalties and withholding
     taxes that restrict the repatriation of earnings;
o    tariffs and other trade barriers;
o    the burden of complying with a wide variety of foreign laws;
o    political,   economic  or  military  conditions   associated  with  current
     worldwide conflicts and events;
o    the exchange  markets and our ability to generate,  preserve and repatriate
     proceeds and dividends to the parent company in the United States; and
o    to the extent that profit is  generated  or losses are  incurred in foreign
     countries, our effective income tax rate may be significantly affected. Any
     of these factors could  significantly harm our future  international  sales
     and, consequently,  our revenues and results of operations and business and
     financial condition.

We use hazardous  chemicals in our business and any claims  relating to improper
handling,  storage or disposal of these  materials  could be time  consuming and
costly.

Our  operations  involve the use and sale of  hazardous  chemicals.  Although we
believe that our safety  procedures  for handling and disposing  comply with the
applicable standards,  we cannot eliminate the risk of accidental  contamination
or discharge and any resultant injury from these materials.  Federal,  state and
local laws and regulations govern the use,  manufacture,  storage,  handling and
disposal of hazardous materials. In the event of an accident, we may be sued for
any  injury  or  contamination  that  results  from  our use or the use by third
parties of these materials,  and our liability may exceed our insurance coverage
and our total assets.

Disclosure of trade secrets could aid our competitors.

We  attempt to  protect  our trade  secrets  by  entering  into  confidentiality
agreements with third parties,  our employees and  consultants.  However,  these
agreements can be breached and, if they are, there may not be an adequate remedy
available to us. If our trade secrets  become known we may lose our  competitive
position.

If we are unable to adequately protect our intellectual property,  third parties
may be able to use our technology,  which could adversely  affect our ability to
compete in the market.

Our  success  will depend in part on our  ability to obtain  protection  for our
intellectual  property.  We will be able to protect  our  intellectual  property
rights  from  unauthorized  use by third  parties  only to the  extent  that our
software is  copyrightable  and business methods are patentable under applicable
intellectual  property laws or are effectively  maintained as trade secrets. The
laws of some foreign  countries do not protect  intellectual  property rights to
the same  extent  as the laws of the  United  States  and  many  companies  have
encountered  significant  problems in protecting  and  defending  such rights in
foreign jurisdictions.  Furthermore, others may independently develop similar or
alternative technologies or design around our intellectual property protections.
In addition, our competitors may independently develop substantially  equivalent
proprietary information or may otherwise gain access to our trade secrets.

Difficulties  we may  encounter  managing  our growth  product  lines may divert
resources  and limit our  ability  to  successfully  expand our  operations  and
implement our business plan.

We  anticipate  that our MVS and Web  Presentment  product lines will be able to
grow as a result of our  reorganization.  Our growth in the  future  anticipates
potential  acquisitions that may place a strain on our administrative  personnel
and operational  infrastructure should such acquisitions occur. We cannot assure
you  that we will be able  to  identify  acquisition  candidates,  or be able to
consummate  acquisitions on terms acceptable to us, if at all. Additionally,  we
cannot  assure you that we will have funds  available  for making  acquisitions.
Effectively  managing  growth will also  require us to improve our  operational,
financial and management controls,  reporting systems and procedures. We may not
be able to successfully implement improvements to our management information and
control  systems in an efficient or timely manner and may discover  deficiencies
in existing systems and controls.

We rely on a few suppliers to provide us COM products that while in decline, are
essential to our operations.

Supplies and system sales  represented  approximately  17% of our total revenue,
for fiscal  year 2002.  The  primary  products  in the  equipment  and  supplies
business  are  silver  halide  original  COM  film  and  non-silver  duplicating
microfilm.  We obtain all of our silver  halide  products  through an  exclusive
multi-year  supply  agreement  with a single  provider  and our  duplicate  film
products from one other  provider.  Any  disruption  in the supply  relationship
between  Anacomp and such  suppliers  could  result in delays or  reductions  in
product  shipment  or  increases  in  product  costs that  adversely  affect our
operating results in any given period.  In the event of any such disruption,  we
cannot assure you that we could develop alternative sources of raw materials and
supplies at acceptable prices and within reasonable times. Additionally,  as the
demand for COM services declines,  the demand for COM supplies falls as well. If
the decline in COM  supplies is greater  than  planned,  our  profitability  and
liquidity would decline as well.

Our stock price may be  volatile,  and you may not be able to resell your shares
at or above the price you paid, or at all.

Since the effective date of our bankruptcy  restructuring,  our common stock has
had limited  trading  activity on the OTC Bulletin  Board. We cannot predict the
extent to which investor interest in our stock will lead to the development of a
more active  trading  market,  how liquid that market might become or whether it
will be  sustained.  The trading  price of our common  stock could be subject to
wide  fluctuations due to the factors discussed in this risk factors section and
elsewhere  in this  report.  In  addition,  the stock  markets in  general  have
experienced  extreme  price and  volume  fluctuations.  These  broad  market and
industry  factors may decrease the market price of our common stock,  regardless
of our actual operating performance.

Our net  deferred tax asset may have no future  value  should we  experience  an
Ownership Change as defined by the Internal Revenue Code.

We  maintain  a  deferred   tax  asset  for  tax  goodwill  in  excess  of  book
reorganization  asset, certain temporary  differences,  net operating losses and
other tax basis carryforwards. We have also established a valuation allowance in
order to fully offset this net deferred tax asset.  We have been advised that in
the event of an  Ownership  Change (as defined by the  Internal  Revenue Code in
section  382),  our net  deferred  tax asset may have limited or no value and be
unavailable for us to utilize for our benefit in future periods.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Revenues  generated  outside  of the United  States,  as a  percentage  of total
revenues,  were 31% and 28% for the nine month  periods  ended June 30, 2003 and
2002,  respectively.   Fluctuations  in  foreign  exchange  rates  could  impact
operating results through translation of our subsidiaries' financial statements.
Recent  global  economic  events have caused  exchange  rates in general to rise
substantially,  making  foreign  currencies  more  valuable in terms of the U.S.
dollar.  For  example,  the Euro has risen more than 16% during the nine  months
ended June 30, 2003. Exchange rate changes of this magnitude can have a material
affect on our  financial  statement  results,  particularly  with  regard to the
accumulated other comprehensive  income or loss account in the equity section of
the balance sheet.

Our revolving  credit facility bears interest at variable rates and is therefore
affected  by the  general  level of U.S.  interest  rates.  We had $8.2  million
outstanding  under our  facility on June 30,  2003.  If  interest  rates were to
increase 2%, annual interest expense would increase  approximately  $0.2 million
based on the June outstanding balance.

Foreign Exchange Options

We completed a sale of our  Switzerland  operations and  subsidiaries on October
18, 2002 to edotech  Ltd.  (a UK  company) at a sales price of CHF 26.7  million
(Swiss francs) or approximately $17.9 million (U.S. dollars). CHF 4.6 million of
the sales  price was paid at  closing,  CHF 18.2  million  was paid on March 10,
2003, and CHF 1.1 million was paid on April 17, 2003. The remaining sales price,
CHF 2.8  million,  was  deferred and is payable on or before April 18, 2004 upon
expiration of certain  indemnification claim periods. As a result of a tax audit
of the Switzerland  operations for prior year results, we estimate we will incur
additional costs not to exceed CHF 0.3 million,  or approximately  $0.2 million.
This will decrease the amount we will receive on or before April 18, 2004.

We are exposed to various foreign currency exchange rate risks that arise in the
normal course of business.  Our functional  currency is the U.S. dollar. We have
international  operations  resulting in receipts and payments in currencies that
differ from the functional  currency of Anacomp.  In connection with the sale of
our  Switzerland  subsidiaries,  we entered into forward  contracts to hedge the
related receivables.  All forward contracts entered into by us were entered into
for the sole purpose of hedging existing currency exposure,  not for speculation
or trading  purposes.  Currently,  we are using a forward contract only to hedge
balance sheet exposure.  The contract is in Swiss francs,  and has a maturity of
April 15, 2004.  When hedging  balance sheet  exposure,  all gains and losses on
forward  contracts are recognized as other income and expense in the same period
as the gains and losses on  remeasurement  of the  foreign  currency-denominated
assets.  We entered into these foreign exchange  forward  contracts within a few
days of the sale,  and therefore the  difference  between the change in the fair
value  of the  asset  and the  change  in value in the  contracts  that  must be
recognized in the financial statements is immaterial.

Item 4.  Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our principal  executive officer and principal  financial officer,  we evaluated
the  effectiveness  of our disclosure  controls and procedures,  as such term is
defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934,
as  amended.  Based on this  evaluation,  our  principal  executive  officer and
principal   financial  officer  concluded  that  our  disclosure   controls  and
procedures  were effective as of the end of the period covered by this quarterly
report.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 6.  Exhibits and Reports on Form 8-K (exhibits incorporated by reference)

(a)  Exhibits: For a list of exhibits filed with this quarterly report, refer to
     the Index to Exhibits.

(b)  During the period covered by this report, we filed the following reports on
     Form 8-K:

     (1)  On May  20,  2003,  we  filed  a  Form  8-K  to  provide  non-material
          information that was inadvertently omitted from the March 12, 2003 8-K
          filing.

     (2)  On May 21, 2003,  we filed a Form 8-K with respect to a press  release
          dated May 16, 2003 regarding our second quarter financial results.



<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/ Linster W. Fox
                                            ------------------------------
                                            Linster W. Fox
                                            Executive Vice President and
                                            Chief Financial Officer

Date: August 14, 2003


<PAGE>


                                INDEX TO EXHIBITS

The  following  exhibits  are filed with this  Quarterly  Report on Form 10-Q or
incorporated  herein by reference to the listed document  previously  filed with
the Securities and Exchange Commission (the "SEC"). Previously unfiled documents
are noted with an asterisk (*):

     2.   Plan of Reorganization dated August 29, 2001. (1)

     3.1  Amended and Restated  Articles of  Incorporation  of the Company as of
          December 31, 2001. (2)

     3.2  Amended and Restated Bylaws of the Company as of April 25, 2002. (3)

     4.1  Shareholders Rights Plan. (4)

     4.2  Amendment to the Shareholders Rights Plan dated December 17, 2002. (5)

     4.3  Warrant  Agreement  by and between  the  Company  and Mellon  Investor
          Services LLC dated December 31, 2001. (2)

    10.13 Change in Control Agreement as of April 28, 2003,  between the Company
          and Jeffrey R. Cramer. (*)
    10.14 Change in Control Agreement as of April 28, 2003,  between the Company
          and Linster W. Fox. (*)
    10.15 Change in Control Agreement as of April 28, 2003,  between the Company
          and Richard V. Keele. (*)
    10.16 Change in Control Agreement as of April 28, 2003,  between the Company
          and Paul J. Najar. (*)
    10.17 Change in Control Agreement as of April 28, 2003,  between the Company
          and Frank Roche. (*)
    10.18 Change in Control Agreement as of April 28, 2003,  between the Company
          and Nick Salimbene. (*)

     31   Rule 13a - 14 Certifications

     32   Section 1350 Certifications
=========================

(1)  Incorporated  by reference to the Company's Form 8-K filed on September 20,
     2001 and October 29, 2001.
(2)  Incorporated by reference to the exhibits to the registration  statement of
     Form 8-A filed by the Company on January 9, 2002.
(3)  Incorporated  by reference to the  Company's  Form 10-Q/A for the quarterly
     period ended June 30, 2002.
(4)  Incorporated  by reference to an exhibit to the Company's Form 8-K filed on
     August 21, 2002.
(5)  Incorporated  by reference to an exhibit to the Company's Form 10-K for the
     year ended September 30, 2002.