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, 2000.

                                       or

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


                         Commission File Number: 1-8328


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


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



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



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

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

      As of July 31, 2000, the number of outstanding  shares of the registrant's
common stock, $.01 par value per share, was 14,563,198.



<PAGE>


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

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

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

                Condensed Consolidated Statements of Operations
                   Three Months Ended June 30, 2000 and 1999...      3

                Condensed Consolidated Statements of Operations
                   Nine Months Ended June 30, 2000 and 1999....      4

                Condensed Consolidated Statements of Cash Flows
                   Nine Months Ended June 30, 2000 and 1999....      5

                Condensed Consolidated Statements of
                   Stockholders' Equity (Deficit) and
                   Comprehensive Income (Loss)
                     Nine Months Ended June 30, 2000...........      6

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

  Item 2.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.........     12


  Item 3.    Quantitative and Qualitative Disclosures About
                   Market Risk.................................     19


  PART II.   OTHER INFORMATION

  Item 1.    Legal Proceedings.................................     20

  Item 2.    Changes in Securities and Use of Proceeds.........     20

  Item 5.    Other Information.................................     20

  Item 6.    Exhibits and Reports on Form 8-K..................     21

  SIGNATURES...................................................     22

</TABLE>






<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     June 30,      September 30,
(in thousands)                                         2000           1999
                                                   -------------  -------------
                                                   (Unaudited)
<S>                                                <C>            <C>
Assets
Current assets:
   Cash and cash equivalents.....................  $     5,763    $    11.144
   Accounts and notes receivable, net............       61,222         75,259
   Current portion of long-term receivables, net.        2,028          2,952
   Inventories...................................       13,041         19,659
   Prepaid expenses and other....................        7,649          8,589
                                                   -------------  -------------
Total current assets.............................       89,703        117,603

Property and equipment, net......................       49,698         47,439
Long-term receivables, net of current portion....        2,176          7,635
Goodwill.........................................      121,521        132,965
Reorganization value in excess of identifiable
   assets, net ..................................         ----         12,003
Other assets.....................................       11,737         12,872
                                                   -------------  -------------
                                                   $   274,835    $   330,517
                                                   =============  =============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
   Bank borrowings and current portion of
     long-term debt..............................  $    52,299    $     9,987
   Accounts payable..............................       27,265         34,058
   Accrued compensation, benefits and withholdings      14,194         17,229
   Accrued income taxes..........................        3,302          6,509
   Accrued interest..............................        8,514         17,061
   Other accrued liabilities.....................       33,121         38,008
                                                   -------------  -------------
Total current liabilities........................      138,695        122,852
                                                   -------------  -------------
Noncurrent liabilities:
   Long-term debt, net of current portion........      311,494        313,885
   Other noncurrent liabilities..................       10,774         10,626
                                                   -------------  -------------
Total noncurrent liabilities.....................      322,268        324,511
                                                   -------------  -------------
Stockholders' equity (deficit):
   Preferred stock...............................         ----           ----
   Common stock..................................          146            149
   Capital in excess of par value................      111,360        109,787
   Accumulated other comprehensive loss..........       (1,617)        (1,222)
   Accumulated deficit...........................     (296,017)      (225,560)
                                                   -------------  -------------
Total stockholders' deficit......................     (186,128)      (116,846)
                                                   -------------  -------------
                                                   $   274,835    $   330,517
                                                   =============  =============
</TABLE>

    See the notes to the condensed consolidated financial statements


<PAGE>


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

                                                      Three Months Ended
                                                           June 30,
                                                   ------------------------
(in thousands, except per share amounts)              2000          1999
                                                   ----------    ----------
<S>                                                   <C>            <C>
Revenues:
   docHarbor....................................   $    1,109    $      277
   Document Solutions...........................       50,644        53,874
   Technical Services...........................       15,003        17,531
   DatagraphiX..................................       22,133        34,568
                                                   ----------    ----------
                                                       88,889       106,250
                                                   ----------    ----------
Cost of revenues:
   docHarbor....................................        4,351           333
   Document Solutions...........................       33,597        33,948
   Technical Services...........................        8,525         9,084
   DatagraphiX..................................       24,997        19,607
                                                   ----------    ----------
                                                       71,470        62,972
                                                   ----------    ----------

Gross Profit....................................       17,419        43,278
Costs and expenses:
   Engineering, research and development........        2,483         3,251
   Selling, general and administrative..........       27,854        22,241
   Amortization of reorganization asset.........         ----        17,093
   Amortization of intangible assets............        4,636         5,355
   Restructuring charges........................        7,641          ----
   Asset impairment charges.....................        5,671          ----
                                                   ----------    ----------

Operating loss from continuing operations.......      (30,866)       (4,662)
                                                   ----------    ----------
Other income (expense):
   Interest income..............................          196           426
   Interest expense and fee amortization........      (10,271)      (10,118)
   Other........................................         (257)         (185)
                                                   ----------    ----------
                                                      (10,332)       (9,877)
                                                   ----------    ----------
Loss from continuing operations before income
   taxes........................................      (41,198)      (14,539)
Provision for income taxes......................          224         1,072
                                                   ----------    ----------
Loss from continuing operations.................      (41,422)      (15,611)
(Loss) gain on sale of discontinued operations..       (1,636)        3,056
                                                   ----------    ----------
Net loss........................................   $  (43,058)   $  (12,555)
                                                   ==========    ==========

Basic and diluted per share data:
Loss from continuing operations.................   $    (2.85)   $    (1.10)
Gain (loss) on sale of discontinued operations,
   net of taxes.................................        (0.11)         0.22
                                                   ----------    ----------
Basic and diluted net loss......................   $    (2.96)   $    (0.88)
                                                   ==========    ==========

Shares used in computing basic and diluted net
   loss per share...............................       14,536        14,244
                                                   ==========    ==========

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


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                           June 30,
                                                   ------------------------
(in thousands, except per share amounts)              2000          1999
                                                   ----------    ----------
<S>                                                     <C>           <C>
Revenues:
   docHarbor....................................   $    2,921    $      663
   Document Solutions...........................      165,843       171,503
   Technical Services...........................       49,291        54,398
   DatagraphiX..................................       77,531       106,593
                                                   ----------    ----------
                                                      295,586       333,157
                                                   ----------    ----------
Cost of revenues:
   docHarbor....................................        9,622           534
   Document Solutions...........................      105,378       107,635
   Technical Services...........................       25,749        27,997
   DatagraphiX..................................       63,700        62,939
                                                   ----------    ----------
                                                      204,449       199,105
                                                   ----------    ----------

Gross Profit....................................       91,137       134,052
Costs and expenses:
   Engineering, research and development........        7,715         7,637
   Selling, general and administrative..........       74,885        69,352
   Amortization of reorganization asset.........       12,003        52,984
   Amortization of intangible assets............       14,803        14,989
   Restructuring charges........................       14,607          ----
   Asset impairment charges.....................        5,671          ----
                                                   ----------    ----------

Operating loss from continuing operations.......      (38,547)      (10,910)
                                                   ----------    ----------
Other income (expense):
   Interest income..............................          894         1,505
   Interest expense and fee amortization........      (29,907)      (30,396)
   Other........................................         (487)         (816)
                                                   ----------    ----------
                                                      (29,500)      (29,707)
                                                   ----------    ----------
Loss from continuing operations before income
   taxes........................................      (68,047)      (40,617)
Provision for income taxes......................          774         5,194
                                                   ----------    ----------
Loss from continuing operations.................      (68,821)      (45,811)
Income from discontinued operations, net of
   income taxes.................................         ----           809
(Loss) gain on sale of discontinued operations..       (1,636)        3,056
                                                   ----------    ----------
Net loss........................................   $  (70,457)   $  (41,946)
                                                   ==========    ==========
Basic and diluted per share data:
Loss from continuing operations.................   $    (4.77)   $    (3.21)
Income from discontinued operations.............         ----          0.05
Gain (loss) on sale of discontinued operations,
   net of taxes.................................        (0.11)         0.22
                                                   ----------    ----------
Basic and diluted net loss......................   $    (4.88)   $    (2.94)
                                                   ==========    ==========

Shares used in computing basic and diluted net
   loss per share...............................       14,438        14,248
                                                   ==========    ==========
</TABLE>
     See the notes to the condensed consolidated financial statements

<PAGE>
                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      Nine Months Ended
                                                           June 30,
                                                  ------------------------
(in thousands)                                        2000          1999
                                                  ----------    ----------
<S>                                               <C>            <C>
Cash flows from operating activities:
   Net loss.....................................  $  (70,457)   $  (41,946)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating
     activities:
    Income from discontinued operations.........         ---          (738)
    Loss (gain) on sale of discontinued
      operations and other assets...............       1,636        (3,485)
      Asset impairment charge...................       5,671           ---
    Depreciation and amortization...............      41,550        82,875
    Non-cash compensation.......................          34           844
    Non-cash charge in lieu of taxes............         ---         5,190
      Restricted cash requirements..............         ---         3,721
      Write down of inventories.................       9,031    ---
      Change in assets and liabilities, net
        of effects from acquisitions:
      Decrease in current assets and long-term
        receivables.............................      14,197         3,252
      Decrease in accounts payable and accrued
        expenses................................     (34,693)      (26,558)
      Increase (decrease) in other noncurrent
        liabilities.............................         147          (223)
                                                  ----------    ----------
      Net cash (used in) provided by continuing
         operations.............................     (32,884)       22,932
      Net operating cash provided by
         discontinued operations................         ---         1,785
                                                  ----------    ----------
      Net cash (used in) provided by operating
         activities.............................     (32,884)       24,717
                                                  ----------    ----------
Cash flows from investing activities:
   Purchases of property, plant and equipment...     (15,502)      (19,431)
   Proceeds from sale of discontinued
     operations and other assets................         ---        39,887
   Payments to acquire companies and customer
     rights.....................................      (1,833)      (13,371)
                                                  ----------    ----------
      Net cash (used in) provided by investing
         activities.............................     (17,335)        7,085
                                                  ----------    ----------
Cash flows from financing activities:
   Proceeds from the exercise of options........       2,530         2,183
   Proceeds from employee stock purchases.......         510           782
   Repurchases of common stock..................      (1,599)       (5,019)
   Proceeds from liquidation of currency swap
     contracts..................................       3,424           ---
   Net proceeds from revolving line of credit...      42,500           ---
   Principal payments on long-term debt.........      (1,083)         (169)
                                                  ----------    ----------
      Net cash provided by (used in) financing
         activities.............................      46,282        (2,223)
                                                  ----------    ----------
Effect of exchange rate changes on cash.........      (1,444)         (250)
                                                  ----------    ----------
Decrease (increase) in cash and cash equivalents      (5,381)       29,329
Cash and cash equivalents at beginning of period      11,144        17,721
                                                  ----------    ----------
Cash and cash equivalents at end of period......  $    5,763    $   47,050
                                                  ==========    ==========
Supplemental Information:
  Cash paid for interest........................  $   39,663    $   34,114
                                                  ==========    ==========
  Cash paid for income taxes....................  $    3,098    $    4,525
                                                  ==========    ==========
  Assets acquired by assuming liabilities.......  $      ---    $    1,885
                                                  ==========    ==========
</TABLE>

   See the notes to the condensed consolidated financial statements


<PAGE>

                     ANACOMP, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
           EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS)
                             (Unaudited)
<TABLE>
<CAPTION>
                                                Accumulated
                                                  other
(in thousands)                         Addit.  comprehensive
                               Common  paid-in    income    Accum.
                               Stock   capital    (loss)   Deficit     Total
                               -----    -------   ------   ---------   -----
BALANCE AT SEPTEMBER 30, 1999  $149    $109,787  $(1,222)  $(225,560) $(116,846)
--------------------------------------------------------------------------------
<S>                             <C>     <C>       <C>       <C>        <C>
Net loss......................  ---         ---      ---     (70,457)   (70,457)
Translation adjustment........  ---         ---   (3,674)        ---     (3,674)
Realized gain on currency
  swap contracts..............  ---         ---    3,424         ---      3,424
Unrealized loss on currency
  swap contracts..............  ---         ---     (145)        ---       (145)
                                                                       --------
Comprehensive loss............                                          (70,852)
                                                                       --------
Common stock issued for
  exercise of stock options...  ---       2,564      ---         ---      2,564
Common stock issued for
  acquisitions................  ---          95      ---         ---         95
Common stock issued for
employee stock purchases......  ---         510      ---         ---        510
Common stock purchased and
 retired......................   (3)     (1,596)     ---         ---     (1,599)
--------------------------------------------------------------------------------
BALANCE AT JUNE 30, 2000        $146   $111,360  $(1,617)  $(296,017) $(186,128)
================================================================================
</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 Operations and Liquidity Issues

Anacomp,  Inc. ("Anacomp" or the "Company")  incurred  significant losses during
the current quarter and for the nine months ended June 30, 2000. In an effort to
address these  issues,  the Company has made senior  management  changes and has
recently  appointed a new Chief Executive Officer.  In addition,  the Company is
experiencing  significant  liquidity  issues and is in  violation  of its senior
credit  facility loan  covenants.  However,  it has also reached an agreement in
principle,  subject to the internal approval of its senior lenders, to amend the
credit facility and to provide Anacomp with a waiver, valid through late October
2000,  with respect to those  covenants for which the Company is in default (see
Note 4). During the waiver  period,  the Company will be  evaluating  all of its
operations and will develop,  refine and implement plans in an effort to improve
future operating  results and cash flows. It will also continue to work with all
of its lenders to resolve the Company's liquidity issues,  including the holders
of the  Company's  senior  subordinated  notes,  to  whom  the  Company  owes an
approximate  $17  million  interest  payment on October 1, 2000.  Because of its
current liquidity  position,  the Company  anticipates that it will be unable to
make the interest payment on October 1.

Management's  plan includes  evaluating all business units against the Company's
current strategic direction.  This evaluation includes,  among other things, the
possible discontinuance,  sale or other fundamental change in all business units
and corporate  activities and structure.  Business units or portions of business
units not deemed consistent with the Company's current growth or cash strategies
are being  considered  for sale.  The  Company is actively  exploring  financing
alternatives  to raise the capital  necessary to make the needed  investments in
docHarbor,  the  Company's  document  application  service  provider.   Finally,
Donaldson,  Lufkin and Jenrette (" DLJ") has been retained to assist the Company
in raising new capital to support its  docHarbor  business unit and in financial
restructuring activities, including a possible debt restructuring.

During the current  quarter and nine months ended June 30, 2000, the Company has
recorded  restructuring charges (see Note 5), asset impairment charges (see Note
6) and other  charges to  operations.  Management  has made its best estimate to
record  these  charges  based on known facts and  circumstances.  As  management
develops,  refines and  implements  its plans,  it is possible  that  additional
charges, which could be substantial, may be required in the near term because of
changed facts and circumstances.

Note 2.  Basis of Presentation

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

Note 3.  Management Estimates and Assumptions

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

Certain prior period  amounts have been  reclassified  to conform to the current
period presentation.
<PAGE>
Note 4.  Senior Secured Revolving Credit Facility and Senior Subordinated Notes

     The Company has a $75 million Senior Secured Revolving Credit Facility (the
"Facility") with a syndicate of banks for whom  BankBoston,  N.A. acts as agent.
The Facility is secured by virtually all of the Company's  assets and 65% of the
capital  stock of the  Company's  foreign  subsidiaries.  The Facility  contains
covenants  relating  to  limitations  on capital  expenditures,  limitations  on
additional  debt,  limitations on open market  purchases of the Company's Senior
Subordinated Notes, limitations on open market purchases of the Company's common
stock,  limitations on mergers and acquisitions,  limitations on liens,  minimum
EBITDA (as defined in the  Facility)  requirements,  minimum  interest  coverage
ratios and minimum leverage ratios.  At June 30 and July 31, 2000, $51.4 million
and $57.4 million was outstanding under the Facility, respectively.

As  previously  announced,  Anacomp is in violation of certain of the  financial
covenants  described above on the basis of third quarter results.  However,  the
Company has reached an agreement in principle with its senior  lenders,  subject
to their  internal  approval,  to amend the  Facility  and to provide  Anacomp a
waiver,  valid though late October  2000,  with respect to those  covenants  for
which the Company is in default. The Company will have limited additional access
to its Facility during this time.

At June 30, 2000, the Company had  outstanding  $310 million of  publicly-traded
senior  subordinated  notes due 2004.  Interest  payments of  approximately  $17
million  are due April 1 and  October 1 each  year.  At this time,  the  Company
anticipates  that  it  will  be  unable  to make  the  interest  payment  on its
subordinated debt that is due on October 1, 2000. The Company has engaged DLJ to
advise it with respect to a possible restructuring of the Company's debt. In the
event the Company does not make its $17 million  interest payment due in October
2000,  and should such  non-payment  result in an event of  default,  the senior
subordinated  notes  would  be  classified  as a  short-term  obligation  in the
company's financial statements.

Note 5.  Restructuring Charges

In the third quarter of 2000, the Company recorded restructuring charges of $7.6
million.  This amount includes $4.5 million related to the DatagraphiX  business
unit and the phase out of manufacturing operations,  $1.0 million related to the
Document Solutions business unit, $1.0 million related to the Technical Services
business  unit  and  $0.6  million  related  to  the  docHarbor  business  unit.
Additional  restructuring charges of $0.5 million, related to the reorganization
of the  workforce  announced  in the second  fiscal  quarter of 2000,  were also
recorded in the third fiscal quarter of 2000.  Total  restructuring  charges for
the nine months ended June 30, 2000 were $14.6 million.  Employee  severance and
termination  related  costs in the  third  quarter  were for  approximately  182
employees, all of whom will leave the Company by December 31, 2000.

The  following  table  displays the  activity and balances of the  restructuring
reserve account from March 31, 2000 to June 30, 2000:

<TABLE>
<CAPTION>

(in thousands)
                   March 31, 2000                              June 30, 2000
  Type of Cost        Balance        Additions    Deductions      Balance
----------------   --------------    ---------    ----------   -------------
<S>                   <C>            <C>          <C>          <C>
Employee
Separations           $  3,700       $  4,900     $  2,600     $  6,000
Facility Closing         2,500            400          300        2,600
Professional and
  Other                    900            900          100        1,700
Contract Obligations       ---          1,400          ---        1,400
                   --------------    ---------    ----------   -------------
                      $  7,100       $  7,600     $  3,000     $ 11,700
                   --------------    ---------    ----------   -------------
</TABLE>

As the Company  continues  to develop,  refine and  implement  its plans,  it is
anticipated that additional  restructuring  charges will be incurred in the near
term.
<PAGE>
Note 6.  Asset Impairment Charges

The Company evaluates  potential  impairment of long-lived assets to be disposed
of in  accordance  with  Statement of Financial  Accounting  Standards  No. 121,
"Accounting for the Impairment of Long-Lived  Assets and Long Lived Assets to be
Disposed Of" ("SFAS No. 121"). SFAS No. 121 establishes procedures for review of
recoverability and measurement of impairment (if necessary) of long-lived assets
and certain  identifiable  intangibles held and used by an entity.  SFAS No. 121
requires that those assets be reviewed for impairment whenever events or changes
in  circumstances  indicate that the carrying amount of the respective asset may
not be fully recoverable.  SFAS No. 121 also requires that long-lived assets and
certain  identifiable  intangibles to be disposed of be reported at the lower of
carrying  value or fair  value less  estimated  selling  costs.  Based on events
related to the buyer of the Company's Magnetics  business,  sold in 1999, and on
the Company's change in strategic  direction,  announced in the third quarter of
fiscal 2000, the Company recorded an impairment charge of $5.7 million, which is
included in the fiscal 2000 third quarter results, as follows (in thousands):

<TABLE>
<CAPTION>

Assets                                                Amount
--------------------------------------------------  ----------
<S>                                                 <C>
Magnetics note receivable (see Note 8)............  $    2,738
Development assets................................       2,338
Leasehold improvements............................         595
                                                    ----------
                                                    $    5,671
                                                    ==========
</TABLE>

As reflected in the June 30, 2000 balance sheet, the Company has $122 million of
goodwill related to the following acquisitions (in thousands):

<TABLE>
<CAPTION>

Business Acquisition                                 Amount
--------------------------------------------------  ----------
<S>                                                 <C>
First Image Management Co.........................  $   87,517
BGIN Holding AG...................................      14,823
Litton Adesso Software............................       9,270
All Other.........................................       9,911
                                                    ----------
                                                    $  121,521
                                                    ==========
</TABLE>

In addition, there is an earn out provision related to the BGIN acquisition that
could provide for  additional  consideration,  which if paid would  increase the
goodwill stated above.

As management  assesses its business units and develops,  refines and implements
its plans (see Note 1), certain courses of action may be taken that could result
in the impairment of goodwill as required by SFAS No. 121.

Note 7.  Inventories
(in thousands)
<TABLE>
<CAPTION>
                                                   June 30,     September 30,
                                                  -----------   -------------
                                                     2000           1999
                                                  -----------   -------------
  <S>                                               <C>           <C>
  Finished goods................................  $     2,789   $       9,827
  Work in process...............................        1,429           2,433
  Raw materials and supplies....................        8,823           7,399
                                                  -----------   -------------
                                                  $    13,041   $      19,659
                                                  ===========   =============
</TABLE>

In the third  quarter of fiscal  2000 the  Company  elected to  restructure  its
DatagraphiX  business unit and to phase out its  manufacturing  operations.  The
Company reviewed the estimated future  requirements for the related  inventories
and recorded a $9 million  charge to  operations  in the third quarter of fiscal
2000.

Note 8.  Sale of Magnetics Solutions Division

In  February  1999,  the  Company  adopted a plan to  dispose  of its  Magnetics
Solutions Group division ("the Magnetics Division"),  and on April 28, 1999, the
Company signed a definitive  agreement to sell the Magnetics Division.  The sale
was  effective  June 1, 1999,  and the sales price of $40 million  included  $37
million in cash at closing and an interest bearing $3 million subordinated note.
A post-closing  adjustment  resulted in the Company  returning to the buyer $1.2
million  to reflect a  shortfall  in the  agreed-upon  working  capital  for the
Magnetics Division.
<PAGE>
The Company recognized a gain upon the sale of the Magnetics Division during the
third fiscal  quarter of 1999.  However,  as a result of changes in its business
strategy and the related effect on certain Magnetics Division  obligations,  the
Company  revised  certain  estimates of costs to be incurred in connection  with
this  disposition,  resulting in a charge of $1.6 million being  recorded in the
quarter ended June 30, 2000.

During the third quarter of 2000, the Company determined that the collectibility
of the note  receivable,  with a carrying  value of $2.7 million,  was impaired.
Accordingly,  the Company  recorded a $2.7 million  reserve  against the note at
June 30, 2000 (see Note 6).

The Magnetics Division has been reported  separately as discontinued  operations
in the condensed  consolidated  statements of operations  for the three and nine
month periods ended June 30, 2000 and 1999.

The operating  results of the discontinued  operations are summarized as follows
(in thousands):

<TABLE>
<CAPTION>
                                Nine Months Ended
                                    June 30,
                                      1999
                                -----------------
<S>                             <C>
Revenues....................... $      50,544
                                =================

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

Note 9.  Reorganization Asset

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

Note 10.  Income Taxes

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

For the nine months  ended June 30,  2000,  income tax expense  reported for the
Company primarily represents taxes on certain of its foreign operations. For the
nine months ended June 30,  1999,  income tax expense is based upon an effective
tax rate of 42% of  pretax  income  before  amortization  of the  Reorganization
Asset.  For the nine months ended June 30, 1999,  the limited tax benefit of the
U.S.  federal net  operating  loss  carryforwards  of the Company  resulted in a
reduction  of $3.3  million in the  Company's  Reorganization  Asset and did not
reduce income tax expense.

Note 11.  Hedging

In April 2000,  the Company  entered into a  cross-currency  swap agreement that
hedges the U.S. dollar value of the Company's  investment in the net assets of a
foreign  subsidiary.  This agreement  effectively  swaps higher  fixed-rate U.S.
dollar debt for lower  fixed-rate debt in the subsidiary's  local currency.  The
Company is exposed to the risk of future currency  exchange rate fluctuations on
such  debt.  The  amount  outstanding  as of June  30,  2000 is as  follows  (in
thousands, except for interest rate):

<TABLE>
<CAPTION>
                   Notional                                     Unrealized
Currency            Amount        Maturity     Interest Rate       Loss
-----------------  ---------   -------------   -------------    ----------
<S>                 <C>              <C>          <C>            <C>
Swiss Franc
Fixed-rate          10,000     April 1, 2003      4.051          $ 145
</TABLE>
<PAGE>
The unrealized loss,  related to the fair value of the currency swap at June 30,
2000, is reflected as a component of comprehensive loss in stockholders' equity.

Note 12.  Loss Per Share

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

Note 13.  Recent Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," and in June 1999
issued SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133."
SFAS No. 133, as amended by SFAS No. 137, is effective  for all fiscal  quarters
of all  fiscal  years  beginning  after  June 15,  2000.  The  objective  of the
statement is to establish  accounting  and reporting  standards  for  derivative
instruments  and  hedging  activities.  The  Company  uses  cross-currency  swap
agreements that hedge the U.S. dollar value of its net assets of certain foreign
subsidiaries (see Note 11). The adoption of this new accounting pronouncement is
not expected to be material to the Company's  consolidated financial position or
results of operations as the accounting for such  cross-currency swap agreements
is essentially unchanged by the provisions of SFAS No. 133.

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

Note 14.  Operating Segments

Anacomp's business is focused in the document management  industry.  The Company
manages its business through four operating units:  docHarborSM,  an application
service  provider  ("ASP"),  which provides  Internet-based  document-management
services;  Document  Solutions,  which  provides  document-management  outsource
services;  Technical Services, which provides equipment maintenance services for
Anacomp COM and CD  products  and for  third-party  manufactured  products;  and
DatagraphiX(R),  which  provides  COM and CD systems  and related  supplies  and
contract  manufacturing  services.  As of October 1, 2000,  DatagraphiX  will no
longer provide  manufacturing  operations and the remainder of the business will
be fully integrated into the Technical Services business unit.

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

As of and for the Three Months Ended June 30,

<TABLE>
<CAPTION>

                          Document  Technical
(in thousands)  docHarbor Solutions Services  DatagraphiX Corporate Consolidated
--------------------------------------------------------------------------------
2000
<S>             <C>       <C>       <C>       <C>         <C>       <C>
Digital/Renewal
 Revenue        $  1,109  $ 17,176  $  4,900  $  3,133    $    ---  $ 26,318
COM Revenue          ---    33,468    10,103    19,000         ---    62,571
                ----------------------------------------------------------------
Total Revenues     1,109    50,644    15,003    22,133         ---    88,889
EBITDA            (8,143)    8,391     5,904    (6,415)     (7,512)   (7,775)

1999
Digital/Renewal
 Revenue        $    277  $ 11,356  $  3,629   $   911    $    ---  $ 16,173
COM Revenue          ---    42,518    13,902    33,657         ---    90,077
                ----------------------------------------------------------------
Total Revenues       277    53,874    17,531    34,568         ---   106,250
EBITDA            (2,316)   11,669     7,468    11,004      (4,749)   23,076

</TABLE>
<PAGE>
As of and for the Nine Months Ended June 30,

<TABLE>
<CAPTION>

                          Document  Technical
(in thousands)  docHarbor Solutions Services  DatagraphiX Corporate Consolidated
--------------------------------------------------------------------------------
2000
<S>             <C>       <C>       <C>       <C>         <C>       <C>
Digital/Renewal
 Revenue        $  2,921  $ 55,284  $ 14,084  $ 12,943    $    ---  $ 85,232
COM Revenue          ---   110,559    35,207    64,588         ---   210,354
                ----------------------------------------------------------------
Total Revenues     2,921   165,843    49,291    77,531         ---   295,586
EBITDA           (20,188)   36,630    21,591     2,122     (16,840)   23,315

1999
Digital/Renewal
 Revenue        $    663  $ 36,315  $ 10,472  $  2,983    $    ---  $ 50,433
COM Revenue          ---   135,188    43,926   103,610         ---   282,724
                ----------------------------------------------------------------
Total Revenues       663   171,503    54,398   106,593         ---   333,157
EBITDA            (4,297)   37,690    23,633    31,865     (17,039)   71,852

</TABLE>

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

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

      Anacomp,  Inc.  ("Anacomp" or the "Company")  incurred  significant losses
during the current  quarter and for the nine months ended June 30,  2000.  In an
effort to address these issues,  the Company has made senior management  changes
and has recently  appointed a new Chief  Executive  Officer.  In  addition,  the
Company is experiencing  significant liquidity issues and is in violation of its
senior credit facility loan covenants. However, it has also reached an agreement
in principle,  subject to the internal approval of its senior lenders,  to amend
the credit  facility and to provide  Anacomp with a waiver,  valid  through late
October  2000,  with  respect  to those  covenants  for which the  Company is in
default.  During the waiver  period,  the Company will be evaluating  all of its
operations and will develop,  refine and implement plans in an effort to improve
future operating  results and cash flows. It will also continue to work with all
of its lenders to resolve the Company's liquidity issues,  including the holders
of the  Company's  senior  subordinated  notes,  to  whom  the  Company  owes an
approximate  $17  million  interest  payment on October 1, 2000.  Because of its
current liquidity  position,  the Company  anticipates that it will be unable to
make the interest payment on October 1.

      Management's  plan  includes  evaluating  all business  units  against the
Company's current strategic  direction.  This evaluation  includes,  among other
things,  the possible  discontinuance,  sale or other fundamental  change in all
business  units  and  corporate  activities  and  structure.  Business  units or
portions of business  units not deemed  consistent  with the  Company's  current
growth or cash strategies are being considered for sale. The Company is actively
exploring  financing  alternatives  to raise the capital  necessary  to make the
needed  investments in docHarbor,  the Company's  document  application  service
provider.  Finally,  DLJ has been  retained to assist the Company in raising new
capital to support its docHarbor  business  unit and in financial  restructuring
activities, including a possible debt restructuring.

      During the  current  quarter  and nine  months  ended June 30,  2000,  the
Company has recorded  restructuring  charges, asset impairment charges and other
charges to  operations.  Management  has made its best  estimate to record these
charges based on known facts and circumstances.  As management develops, refines
and implements its plans, it is possible that additional charges, which could be
substantial,  may be  required  in the near term  because of  changed  facts and
circumstances.

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

      On May 31, 1999, the Company completed the sale of the Magnetics Division.
The  results  of  the  Magnetics  business  have  been  reported  separately  as
discontinued  operations in the Condensed Consolidated  Statements of Operations
for the three and nine months ended June 30, 1999 and 2000.

      On August 10, 2000,  the Board of Directors  confirmed the  appointment of
Phil Smoot as President and Chief Executive Officer of the Company.

      In fiscal 1999, Anacomp moved to a four business unit reporting structure.
The four  business  units  comprise  docHarbor,  Document  Solutions,  Technical
Services,  and  DatagraphiX.  In the second  quarter of fiscal  2000 the Company
affected a  reorganization  of its  workforce  in Europe along the four lines of
business  and, as part of its program to  decentralize  its  corporate  services
consistent  with the business  unit  structure,  also  reorganized  parts of its
corporate staff. The reorganization and cost reduction initiatives resulted in a
restructuring charge of $7.0 million in the second quarter. These charges relate
primarily to employee and facility  termination  costs and other  reorganization
related costs.

     In the third  quarter of fiscal  2000 the Company  announced  its intent to
restructure the DatagraphiX business unit and phase out associated manufacturing
operations by September 30, 2000. The DatagraphiX  restructuring plus additional
actions  related  to  the  second  quarter  reorganization  and  cost  reduction
initiatives  resulted  in  restructuring  charges  of $7.6  million in the third
quarter.  This amount includes $4.5 million related to the DatagraphiX  business
unit and the phase out of manufacturing operations,  $1.0 million related to the
Document Solutions business unit, $1.0 million related to the Technical Services
business  unit  and  $0.6  million  related  to  the  docHarbor  business  unit.
Additional  restructuring charges of $0.5 million, related to the reorganization
of the  workforce  announced  in the second  quarter at fiscal  2000,  were also
recorded  in the third  quarter of fiscal  2000.  As the  Company  continues  to
develop,  refine and  implement its plans,  it is  anticipated  that  additional
restructuring charges will be incurred in the near term.
<PAGE>

Results of Operations

Three Months Ended June 30, 2000 vs. Three Months Ended June 30, 1999

      General. Anacomp reported a net loss of $43.1 million for the three months
ended  June 30,  2000,  compared  to a net loss of $12.6  million  for the three
months  ended June 30,  1999.  EBITDA for the third  quarter of fiscal  2000 was
negative  $7.8 million.  Included in these results are a $9.0 million  inventory
reserve related to the cessation of manufacturing announced previously, and $1.9
million in severance  and other costs related to the senior  management  changes
previously announced. Excluding these charges, EBITDA for the quarter would have
been $3.2 million.

      Revenues. The Company's revenues decreased 16% from $106.3 million for the
three months ended June 30,  1999,  to $88.9  million for the three months ended
June 30,  2000.  The  decrease  was the result of the $27.5  million  decline in
COM-related  revenues  across the  Document  Solutions,  Technical  Services and
DatagraphiX  business units,  partially  offset by the $10.1 million increase in
digital and renewal  revenues across the business units.  The rate of decline in
COM revenues  across the business units during the third quarter  increased from
the rate of decline experienced  historically,  and the Company anticipates that
this more rapid decline may continue as customers migrate to other  technologies
or eliminate certain COM applications.

      Revenues from the Document  Solutions business decreased 6% from the prior
year period, from $53.9 million to $50.6 million. Revenue contributed by digital
services  and  products  increased  51% over the prior year  period,  from $11.4
million to $17.2 million. The Company's growth in digital outsourcing  services,
which increased to 34% of revenue from 21% in the prior year period,  enabled it
to partially  offset the  long-term  declines in the COM  outsourcing  business,
which dropped $9 million or 21% from the prior year period.

      Technical  Services  revenues  decreased from the prior year period,  from
$17.5  million to $15.0  million.  Approximately  $1.3  million of this  decline
resulted from the  discontinuance of a segment of the COM maintenance  business.
The unit's third party maintenance related revenues increased 34% over the prior
year period, partially offsetting declines in COM hardware maintenance revenues.
Third party  maintenance  revenues  contributed 33% of total Technical  Services
revenues,  compared to 21% in the prior year period. The  discontinuation of the
Company's manufacturing operations noted below may exacerbate the decline in COM
hardware maintenance revenues in future periods.

      docHarbor  revenues  increased  $0.8 million versus the prior year period.
This was the  result of  increased  revenues  from  existing  customers  and new
customer orders.

      DatagraphiX  revenues  decreased  36%, or $12.4  million,  compared to the
three  months June 30,  1999.  The  decrease  was  attributable  to an increased
decline in the market for COM systems and supplies. This was partially offset by
increased  revenues from contract  manufacturing.  On June 1, 2000,  the Company
announced a restructuring  of the DatagraphiX  business unit, the merger of this
unit  into  the  Technical  Services  business  unit and the  discontinuance  of
manufacturing operations effective October 1, 2000.

      Gross  Margins.  The Company's  gross margin  decreased from $43.3 million
(41% of revenues)  for the three months  ended June 30, 1999,  to $17.4  million
(20% of revenues)  for the three  months June 30, 2000.  The decrease in company
wide gross  margins was  primarily  the result of  declines  in the  DatagraphiX
business  unit.  DatagraphiX  fiscal  2000 costs  included a $9 million  reserve
against  inventory  as a  result  of the  decision  to  eliminate  manufacturing
operations. In addition, DatagraphiX margins were impacted by the 36% decline in
revenues in the quarter ended June 30, 2000.

      Technical  Services gross margin  decreased from 48% to 43% of revenues in
the quarter  ended June 30,  2000.  This was  primarily  the result of the lower
level of revenues in the current year quarter.  Document  Solutions gross margin
decreased  slightly to 34% of revenues in the quarter ended June 30, 2000,  from
37% of revenues in the prior year period.  This was  primarily the result of the
decrease in revenues in the current year period.  docHarbor  gross  margins were
impacted by the continuing  development of infrastructure  necessary to meet the
anticipated demand for the docHarbor product.
<PAGE>
      Engineering,   Research  and   Development.   Engineering,   research  and
development  expense decreased from $3.3 million for the three months ended June
30, 1999,  to $2.5  million for the three  months ended June 30, 2000.  The 1999
period  included   development   costs  for  a  product  that  was  subsequently
discontinued.

      Selling,  general and administrative.  Selling, general and administrative
(SG&A)  expenses  increased  from $22.2  million (21% of revenues) for the three
months ended June 30,  1999,  to $27.9  million (31% of revenues)  for the three
months ended June 30, 2000.  This increase was primarily the result of increased
sales and marketing  efforts for the docHarbor and Document  Solutions  business
units and  severance and other costs  related to the senior  management  changes
previously announced.

      Amortization  of intangible  assets.  Amortization  of  intangible  assets
decreased 13% from $5.4 million (5% of revenues) for the three months ended June
30, 1999,  to $4.6 million (5% of revenues)  for the three months ended June 30,
2000.  This decrease is primarily the result of the  completion of  amortization
for  a  number  of  1997  acquisitions  and  reduced   amortization  related  to
intangibles written off in the 1999 fourth fiscal quarter.

      Restructuring  Charges.  In the third quarter of fiscal 2000,  the Company
recorded  restructuring  charges of $7.6  million.  This  amount  includes  $4.5
million  related  to  the  DatagraphiX  business  unit  and  the  phase  out  of
manufacturing  operations,  $1.0  million  related  to  the  Document  Solutions
business unit, $1.0 million related to the Technical  Services business unit and
$0.6 million related to the docHarbor  business unit.  Additional  restructuring
charges  of  $0.5  million,  related  to the  reorganization  of  the  workforce
announced in the second fiscal quarter of 2000,  were also recorded in the third
fiscal quarter of 2000.

      Asset Impairment Charges. In the 1999 third quarter,  the Company sold its
Magnetics  Division  for $37 million and a $3 million  note due in 2006.  In the
third  quarter  of  fiscal  2000,  it  became  apparent  that the  buyers of the
Magnetics  Division would be unable to repay the note. As a result,  the Company
has fully reserved the $2.7 million carrying value of the note.

      During  the third  quarter of 2000 the  Company  determined  that  certain
development  projects were no longer  consistent  with the  Company's  strategic
direction and,  therefore,  discontinued them. This resulted in the write-off of
certain assets totaling $2.4 million.

      As a result of discontinuing  its  manufacturing  operations,  the Company
recognized a write down of $0.6 million related to its leasehold improvements.

      Interest  Expense.  Interest expense  increased from $10.1 million for the
three months ended June 30,  1999,  to $10.3  million for the three months ended
June 30,  2000.  This  increase was the result of  increased  borrowings  on the
revolving credit facility in the current year period.

      Provision for Income  Taxes.  The provision for income taxes for the three
months  ended June 30, 2000 of $224  thousand  primarily  related to earnings of
certain foreign subsidiaries. The provision of $1.1 million for the three months
ended  June 30,  1999 was based  upon an  effective  tax rate of 42% of  taxable
income for the period.

      Discontinued  operations.  During the second  quarter of 1999, the Company
adopted a plan to dispose of its  Magnetics  Division  for which the  results of
operations were reported as discontinued  operations.  The Company  recognized a
gain upon the sale of the Magnetics  Division during the third fiscal quarter of
1999.  However,  as a result of changes in its business strategy and the related
effect on certain Magnetics  Division  obligations,  the Company revised certain
estimates of costs to be incurred in connection with this disposition, resulting
in a charge of $1.6 million being recorded in the quarter ended June 30, 2000.

Nine Months Ended June 30, 2000 vs. Nine Months Ended June 30, 1999

      General.  Anacomp reported a net loss of $70.5 million for the nine months
ended June 30, 2000, compared to a net loss of $41.9 million for the nine months
ended June 30,  1999.  EBITDA for the nine months  ended June 30, 2000 was $23.3
million.  Included in these results are a $9.0 million inventory reserve related
to the  cessation of  manufacturing  announced  previously,  and $1.9 million in
severance and other costs related to the senior  management  changes  previously
announced.  Excluding  these charges,  EBITDA for the nine months ended June 30,
2000, would have been $34.2 million.
<PAGE>
      Revenues. The Company's revenues decreased 11% from $333.2 million for the
nine months  ended June 30,  1999,  to $295.6  million for the nine months ended
June 30,  2000.  The  decrease  was  primarily  the  result of  declines  in the
DatagraphiX business unit.

      Revenues from the Company's Document Solutions business decreased from the
prior year period, from $171.5 million to $165.8 million. Revenue contributed by
digital services and products was up 52% over the prior year period,  from $36.3
million to $55.3 million.  The Company's growth in digital outsourcing  services
enabled it to partially offset the long-term  declines it is experiencing in its
COM outsourcing business, which dropped from 79% to 67% of revenues in the prior
year period.

      Technical  Services  revenues  were  down  from  the  prior  year  period,
decreasing  from $54.4 million to $49.3 million.  Approximately  $3.5 million of
this  decline  resulted  from  the  discontinuance  of  a  segment  of  the  COM
maintenance  business  that was sold in the first  quarter of fiscal  2000.  The
unit's third party  maintenance  related  revenues  increased 34% over the prior
year period, partially offsetting declines in COM hardware maintenance revenues.
Third party  maintenance  revenues  contributed 29% of total Technical  Services
revenues in 2000 compared to 19% in the prior year period.

      docHarbor  revenues  increased  $2.3 million  versus the nine months ended
June 30, 1999. This was the result of increased revenues from existing customers
and new customer orders.

      DatagraphiX  revenues  decreased  27%, or $29.1  million,  compared to the
prior year period. The decrease was attributable to the increased decline in the
market for COM systems  and  supplies,  partially  offset by new  revenues  from
contract manufacturing.

      Gross Margins.  The Company's  gross margin  decreased from $134.1 million
(40% of revenues) for the nine months ended June 30, 1999, to $91.1 million (31%
of  revenues)  for the nine months  ended June 30,  2000.  The decrease in gross
margins was  primarily due to results in the  DatagraphiX  business unit and the
continued investment in docHarbor infrastructure.

      DatagraphiX  gross margins  decreased due to the third fiscal quarter 2000
decision  to  eliminate  manufacturing  operations  and the  related  $9 million
reserve  against  DatagraphiX  inventories,  and the  current  year  decrease in
revenues.  docHarbor gross margins reflect the Company's continued investment in
the  infrastructure of this business unit in fiscal year 2000. Gross margins for
Document Solutions and Technical Services decreased slightly from the prior year
period at 36% and 48%, respectively.

      Engineering,   Research  and   Development.   Engineering,   research  and
development expense increased from $7.6 for the nine months ended June 30, 1999,
to $7.7 million for the nine months ended June 30, 2000.

      Selling,  general and administrative.  Selling, general and administrative
(SG&A) expenses  increased 8%, from $69.4 million (21% of revenues) for the nine
months ended June 30,  1999,  to $74.9  million  (25% of revenues)  for the nine
months ended June 30, 2000.  This increase was primarily the result of increased
sales and marketing  efforts for the docHarbor and Document  Solutions  business
units and  severance and other costs  related to the senior  management  changes
previously announced..

      Amortization  of intangible  assets.  Amortization  of  intangible  assets
decreased from $15.0 million (4% of revenues) for the nine months ended June 30,
1999, to $14.8 million (5% of revenues) for the nine months ended June 30, 2000.

      Restructuring  Charges.  During the nine months ended June 30,  2000,  the
Company  recorded  restructuring  charges  totaling $14.6  million.  This amount
includes  $7  million  recorded  in the  second  quarter  of fiscal  2000,  in a
reorganization  of the  Company's  workforce  in Europe  along the four lines of
business  and, as part of its program to  decentralize  its  corporate  services
consistent  with the business  unit  structure,  also  reorganized  parts of its
corporate   staff.   In  the  third  quarter  of  2000,  the  Company   recorded
restructuring charges of $7.6 million. This amount includes $4.5 million related
to the DatagraphiX business unit and the phase out of manufacturing  operations,
$1.0  million  related to the Document  Solutions  business  unit,  $1.0 million
related to the Technical  Services business unit and $0.6 million related to the
docHarbor  business  unit.  Additional  restructuring  charges of $0.5  million,
related to the  reorganization  of the workforce  announced in the second fiscal
quarter of 2000, were also recorded in the third fiscal quarter of 2000.
<PAGE>
      Asset Impairment Charges. In the 1999 third quarter,  the Company sold its
Magnetics  Division  for $37 million and a $3 million  note due in 2006.  In the
fiscal  year 2000  third  quarter,  it became  apparent  that the  buyers of the
Magnetics  Division would be unable to repay the note. As a result,  the Company
has fully reserved the $2.7 million carrying value of the note.

      During  the third  quarter of 2000 the  Company  determined  that  certain
development  projects no longer were  consistent  with the  Company's  strategic
direction and,  therefore,  discontinued them. This resulted in the write-off of
certain assets totaling $2.4 million.

      As a result of discontinuing  its  manufacturing  operations,  the Company
recognized a write down of $0.6 million related to its leasehold improvements.

      Interest  Expense.  Interest expense  decreased from $30.4 million for the
nine months ended June 30, 1999, to $29.9 million for the nine months ended June
30, 2000.  This  decrease was the result of the fiscal year 1999  repurchase  of
long-term subordinated debt partially offset by increased borrowings against the
Company's Credit Facility in fiscal year 2000.

      Provision  for Income  Taxes.  The provision for income taxes for the nine
months  ended June 30, 2000 of $774  thousand  primarily  related to earnings of
certain foreign subsidiaries.  The provision of $5.2 million for the nine months
ended  June 30,  1999 was based  upon an  effective  tax rate of 42% of  taxable
income for the period.

      Discontinued  operations.  During the second  quarter of 1999, the Company
adopted a plan to dispose of its  Magnetics  Division  for which the  results of
operations were reported as discontinued  operations.  The Company  recognized a
gain upon the sale of the Magnetics  Division during the third fiscal quarter of
1999.  However,  as a result of changes in its business strategy and the related
effect on certain Magnetics  Division  obligations,  the Company revised certain
estimates of costs to be incurred in connection with this disposition, resulting
in a charge of $1.6 million being recorded in the quarter ended June 30, 2000.

Liquidity and Capital Resources

      Anacomp had negative  working  capital of $49.0  million at June 30, 2000,
compared to negative  working capital of $5.2 million at September 30, 1999. Net
cash used in continuing  operations  was $32.9 million for the nine months ended
June 30, 2000, compared to cash provided from operations of $22.9 million in the
comparable prior year period.

      Net cash used in  investing  activities  was $17.3  million in the current
nine month  period,  compared to cash  provided by investing  activities of $7.1
million in the  comparable  prior year  period.  The prior year period  included
$39.9 million in proceeds from the sale of the Magnetics  Solutions Division and
other assets.  This was offset by capital  expenditures that were primarily used
to integrate the First Image business and capital used to acquire  companies and
company rights. Current year expenditures were primarily for docHarbor equipment
and facilities.  Current year payments to acquire companies  represents earn out
payments  related to acquisitions in prior years.  The Company may be liable for
an additional earn out payment in 2001 that is contingent upon attaining certain
revenue targets.

      Net cash provided by financing  activities  increased  approximately $48.5
million during the nine months ended June 30, 2000,  from the same period in the
prior year.  This  increase was  principally  the result of $42.5 million in net
proceeds  from the  Company's  revolving  credit  facility  and the $3.4 million
proceeds from the  liquidation  of cross  currency swap contracts in the current
year.

      The Company's cash balance  totaled $5.8 million at June 30, 2000 compared
to $11.1  million at September  30, 1999.  The Company has a $75 million  Senior
Secured Revolving Credit Facility (the "Facility") with a syndicate of banks and
BankBoston,  N.A. as agent. With the release of third quarter results,  Anacomp,
as  previously  announced,  is in  violation  of  certain  financial  covenants.
However,  the Company  has reached an  agreement  in  principle,  subject to the
internal  approval of its senior  lenders,  to amend the current credit facility
and to provide  Anacomp  with a waiver,  valid though late  October  2000,  with
respect to those covenants for which the Company is in default. The Company will
have limited  additional  access to its senior credit facility during this time.
<PAGE>
There can be no assurance  that the Company will be able to  ultimately  resolve
this matter on terms favorable to the Company.  The amount outstanding under the
Credit Facility was $57.4 million at July 31, 2000.

      The Company has significant debt  obligations.  As of August 14, 2000, the
Company's  liquidity is such that it  anticipates  that it will be unable to pay
the approximate $17 million interest on the senior subordinated debt that is due
on October 1, 2000. The Company has retained DLJ to advise the Company regarding
financial  initiatives,  including a possible  restructuring of its subordinated
debt.

      Although  the  Company has only  limited  access to its  Facility  through
October  2000,  the Company  believes  that,  with the exception of the interest
payment  due on the  subordinated  debt,  it will be able to meet its  financial
obligations during that time period. In addition, the Company is hopeful that it
will be able to  restructure  its  subordinated  debt without any adverse impact
upon Anacomp's trade and other  creditors.  If Anacomp is unable to successfully
implement its plans,  including  reaching an accommodation  with its lenders and
bondholders,  then the  Company's  auditors  have  indicated  their report to be
issued on the Company's  annual  financial  statements as of September 30, 2000,
would likely include a "going concern" modification.



<PAGE>
ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

      The Company has U.S.  Dollar  fixed-rate  indebtedness,  and in  September
1999, it entered into three cross currency swap  agreements  that hedge the U.S.
Dollar value of the Company's  investment  in the net assets of certain  foreign
subsidiaries. These agreements effectively swapped higher fixed-rate U.S. dollar
debt for lower fixed-rate debt in the subsidiaries' respective local currencies.
In  February  2000,  due to the decline in the value of Swiss Franc and the Euro
against  the U.S.  Dollar,  the  Company  liquidated  its  cross  currency  swap
agreements  and  received  $3.4  million in cash.  This amount is  reflected  as
accumulated  comprehensive income in total stockholders' equity in the Company's
June 30, 2000 Condensed Consolidated Balance Sheet.

     In March 2000,  the Company  entered into a  cross-currency  swap agreement
that hedges the U.S. dollar value of the Company's  investment in the net assets
of a foreign subsidiary. This agreement effectively swaps higher fixed-rate U.S.
dollar debt for lower  fixed-rate debt in the subsidiary's  local currency.  The
Company is exposed to the risk of future currency  exchange rate fluctuations on
such  debt.  The  amount  outstanding  as of June  30,  2000 is as  follows  (in
thousands, except for interest rate):

<TABLE>
<CAPTION>
                   Notional                                     Unrealized
Currency            Amount        Maturity     Interest Rate       Loss
-----------------  ---------   -------------   -------------    ----------
<S>                 <C>              <C>          <C>            <C>
Swiss Franc
Fixed-rate          10,000     April 1, 2003      4.051          $ 145

</TABLE>

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

      The Company's  revolving  credit facility is affected by the general level
of U.S.  interest rates and/or Libor. The Company had $51.4 million  outstanding
under its revolving credit facility at June 30, 2000.



<PAGE>
                     PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

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

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

Item 2.  Changes in Securities and Use of Proceeds

(c)   Unregistered Securities

      On May 25, 2000,  the Company  issued 38,262 shares of Common Stock to the
two  former  shareholders  of BGIN  Holding  AG, a Swiss  company  that  Anacomp
acquired in September 1999  ("BGIN").  The Common Stock was issued as additional
consideration for Anacomp's acquisition of all of the share capital of BGIN from
such  shareholders.  The  issuance  of the  shares of  Common  Stock was made in
reliance upon the private  placement  exception set forth in Section 4(2) of the
Securities Act of 1933, as amended (the  "Securities  Act"), on the basis of the
shareholders'   familiarity  with  the  business  and  affairs  of  Anacomp.  No
underwriting fees or discounts were applicable to the transaction.

      Pursuant to the Company's  1996  Non-employee  Director  Stock Option Plan
(Amended  and  Restated as of December 1, 1997),  non-employee  directors of the
Company  may elect to receive  their  annual  retainer in the form of options to
acquire  Common Stock of the  Company.  Pursuant to such  elections,  during the
three-month  period  ending June 30, 2000,  an  aggregate  of 1,875  options was
granted to three directors in lieu of aggregate cash compensation of $9,375. The
issuance  of such  options  was  made in  reliance  upon the  private  placement
exemption set forth in Section 4 (2) of the Securities  Act, on the basis of the
directors'  familiarity  with  the  business  and  affairs  of the  Company.  No
underwriting fees or discounts were applicable to the transactions.  The options
are first exercisable six months after the date of grant and remain  exercisable
through the tenth  anniversary of the grant date, at an exercise price of $15.56
per share.

Item 3.  Default Upon Senior Securities

            With the release of the Company's third quarter  financial  results,
the Company is in violation of certain of the financial  covenants  contained in
the Facility that the Company  previously  entered into with its senior lenders.
The covenants  that the Company has violated are: (i) leverage ratio (total debt
to EBITDA) over the past twelve months;  (ii) interest coverage ratio (EBITDA to
interest expense) over the past twelve months; and (iii) minimum EBITDA over the
past twelve months. As described in Notes 1 and 4 to the Condensed  Consolidated
Financial Statements and in the "Liquidity and Capital Resources" section of the
MD&A,  the Company has reached an agreement  in  principle  with such lenders to
amend the Facility and to provide the Company with a waiver,  valid through late
October  2000,  with  respect  to those  covenants  for which the  Company is in
default.  However,  there can be no  assurance  that the Company will be able to
ultimately resolve this matter on terms favorable to the Company.

Item 5.  Other Information

      On May 2, 2000,  the Company  announced that Ralph Koehrer had resigned as
President and Chief Executive Officer and from the Board of Directors, effective
May 5, 2000. Richard D. Jackson and Lewis Solomon,  co-chairmen of the Company's
Board of  Directors,  agreed  to serve as  co-CEOs  until  two  chief  executive
officers,  one for  docHarbor  and one for the  Company's  other three  business
units, were named. On July 27, 2000, Lloyd Miller, a private investor who joined
Anacomp's Board of Directors on July 6, 2000, resigned his position as Director.
On August 10, 2000,  the Board of Directors  confirmed the  appointment  of Phil
Smoot as President and Chief  Executive  Officer of the Company.  The Board also
elected Mr. Soloman as Chairman of the Board,  with Mr.  Jackson  remaining as a
director.


Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibit 10.1 -  Termination  Agreement  dated May 1, 2000,  between the
         Company and Ralph W. Koehrer.

     (b) Exhibit 10.2 -  Termination  Agreement  dated May 1, 2000,  between the
         Company and Donald W. Thurman.

     (c) Exhibit 27.1  -  Financial Data Schedule.

     (d) The Company  filed no reports on Form 8-K during the quarter ended June
         30, 2000.
<PAGE>
                                   SIGNATURES



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


                                                ANACOMP, INC.




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





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




Date: August 14, 2000