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

                                   FORM 10-Q/A
                                (Amendment No. 1)


         (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, 2004.

                                       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: 1-08328


                                  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, 2004, the number of outstanding  shares of the  registrant's
Class A Common Stock,  $.01 par value per share, was 4,039,900 and the number of
outstanding  shares of the registrant's Class B Common Stock, $.01 par value per
share, was 4,034.


<PAGE>


                                EXPLANATORY NOTE

     The sole  purpose of this  Amendment  No. 1 to  Anacomp,  Inc.'s  Quarterly
Report on Form 10-Q for the quarterly  period ended June 30, 2004 is to date and
conform the  signatures on each of Exhibits 31.1,  31.2,  32.1 and 32.2 included
with the Form 10-Q filed on August 12, 2004. Each of these exhibits was included
in the Form 10-Q but inadvertently omitted such information.



<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to Form 10-Q 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 13, 2004



<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 documents  previously filed with
the Securities and Exchange Commission (the "SEC").
<TABLE>
<CAPTION>

---------- ----------------------------------------------------------------------------------------------------
<S>        <C>
2.1        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 January 13, 2004. (16)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
4.1        Shareholders Rights Plan. (4)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
4.2        Amendments to the Shareholders Rights Plan. (5)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
4.3        Warrant Agreement by and between the Company and Mellon Investor Services LLC dated December 31,
           2002. (2)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
4.4        Amendment No. 1 to Rights Agreement dated August 10, 2004. (18)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.1       Retirement/Part-Time Employment Agreement dated October 27, 1999, between the Company and William
           C. Ater. (6)(8)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.2       Employment Agreement, effective August 21, 2000, between the Company and Jeffrey R. Cramer. (7) (8)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.3       Revolving Credit Agreement, dated as of June 15, 1998, among Anacomp, Inc., the various lending
           institutions named therein and BankBoston, N.A. as agent. (9)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.4       Forbearance and Standstill Agreement, dated as of November 15, 2000, among Anacomp, Inc., the
           various banks named therein, and Fleet National Bank as agent for the banks. (6)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.5       Amendment to the Forbearance and Standstill Agreement, dated as of December 15, 2000, between
           Anacomp, Inc. and Fleet National Bank. (6)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.6       Amended and Restated Master Supply Agreement, dated October 8, 1993, by and among the Company, SKC
           America, Inc. and SKC Limited. (10)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.7       First Cumulative Amendment to the Amended and Restated Master Supply Agreement, dated May 17,
           1996, by and among the Company, SKC America, Inc. and SKC Limited. (11)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.8       Second Amended and Restated Master Supply Agreement, dated as of July 1, 1997, by and among the
           Company, SKC America, Inc. and SKC Limited. (12)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.9       Second Amendment to Amended and Restated Revolving Credit Agreement and Restructure of Obligations
           dated as of December 19, 2002, by and among the Company, the various banks named therein, and
           Fleet National Bank as agent for the banks. (5)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.10      Lease Agreement by and between the Company and Kilroy Realty, LP., a Delaware limited partnership
           dated June 14, 2002. (13)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.11      Consulting Agreement by and between the Company and Steven G. Singer dated May 7, 2002. (13)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.12      Employment Agreement and Amended Employment Agreement between the Company and Edward P. Smoot
           dated November 12, 2002 and April 28, 2003, respectively.
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.13      Revolving Credit Agreement, dated as of November 21, 2003, by and among, Anacomp, Inc., Fleet
           National Bank and Union Bank of California. (14)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
10.14      First Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of March 26,
           2004, by and among, Anacomp, Inc., Fleet National Bank and Union Bank of California. (18)
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
31.1       Rule 13a - 14(a)/15(d) - 14(a) Certification of Chief Executive Officer.*
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
31.2       Rule 13a - 14(a)/15(d) - 14(a) Certification of Chief Financial Officer.*
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
32.1       Section 1350 Certification of Chief Executive Officer.*
---------- ----------------------------------------------------------------------------------------------------
---------- ----------------------------------------------------------------------------------------------------
32.2       Section 1350 Certification of Chief Financial Officer.*
---------- ----------------------------------------------------------------------------------------------------
</TABLE>


_____________________________________

*    Filed herewith.
(1)  Incorporated  by reference  to the  Company's  Current  Reports on Form 8-K
     (File No. 1-08328) filed on September 20, 2001 and October 29, 2001.
(2)  Incorporated by reference to the exhibits to the Registration  Statement on
     Form 8-A (File No. 1-08328) filed by the Company on January 9, 2002.
(3)  Incorporated by reference to the Company's  Quarterly Report on Form 10-Q/A
     (File No. 1-08328) for the quarterly period ended June 30, 2002.
(4)  Incorporated by reference to an exhibit to the Company's  Current Report on
     Form 8-K (File No. 1-08328) filed on September 21, 2002.
(5)  Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 2002.
(6)  Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 2000.
(7)  Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 2001.
(8)  Management contract or compensation plan.
(9)  Incorporated by reference to the Company's Current Report on Form 8-K (File
     No. 1-08328) filed with the SEC on June 24, 1998 (File No. 1-08328).
(10) Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 1993.
(11) Incorporated by reference to the Company's Pre-Effective Amendment No. 1 to
     the  Registration  Statement on Form S-1 (File No. 333-9395) filed with the
     SEC on September 19, 1996.
(12) Incorporated by reference to the Company's Annual Report on Form 10-K (File
     No. 1-08328) for the fiscal year ended September 30, 1999.
(13) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     (File No. 1-08328) for the quarterly period ended June 30, 2002.
(14) Incorporated by reference to the Company's Current Report on Form 8-K (File
     No. 1-08328) filed on November 25, 2003. (15)  Incorporated by reference to
     an exhibit to the Company's  Current Report on Form 8-K (File No.  1-08328)
     filed with the SEC on May 29, 2002.
(16) Incorporated  by  reference  to Exhibit  3.2.1 to the  Company's  Quarterly
     Report on Form 10-Q (File No.  1-08328)  filed with the SEC on February 17,
     2004.
(17) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     (File No. 1-08328) for the quarterly period ended March 31, 2004.
(18) Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     (File No. 1-08328) for the quarterly period ended June 30, 2004.



<PAGE>



                                                                    Exhibit 31.1

                    CERTIFICATION PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey R. Cramer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Anacomp, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.



Date: August 10, 2004




/s/Jeffrey R. Cramer
___________________________
Jeffrey R. Cramer
Chief Executive Officer



<PAGE>



                                                                    Exhibit 31.2


                    CERTIFICATION PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Linster W. Fox, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Anacomp, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.



Date: August 10, 2004



/s/Linster W. Fox
__________________________
Linster W. Fox
Chief Financial Officer



<PAGE>



                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly Report of Anacomp, Inc. (the "Company") on
Form 10-Q for the quarter ended June 30, 2004, as filed with the  Securities and
Exchange  Commission  on the date hereof (the  "Report"),  I, Jeffrey R. Cramer,
Chief Executive  Officer of the Company,  hereby certify,  pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002 ("Section 906"), that, to the best of my knowledge:


     (1) The Report fully  complies  with the  requirements  of section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  August 10, 2004


                                                     /s/Jeffrey R. Cramer
                                                     ___________________________
                                                     Jeffrey R. Cramer
                                                     Chief Executive Officer


A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
required by Section 906, has been provided to Anacomp, Inc. and will be retained
by Anacomp,  Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.






<PAGE>



                                                                    Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Anacomp, Inc. (the "Company") on
Form 10-Q for the quarter ended June 30, 2004, as filed with the  Securities and
Exchange Commission on the date hereof (the "Report"),  I, Linster W. Fox, Chief
Financial Officer of the Company, hereby certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002
("Section 906"), that, to the best of my knowledge:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.



Dated:  August 10, 2004

                                                     /s/Linster W. Fox
                                                     ___________________________
                                                     Linster W. Fox
                                                     Chief Financial Officer


A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
required by Section 906, has been provided to Anacomp, Inc. and will be retained
by Anacomp,  Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.