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, 2001.

                                       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, 2001, the number of outstanding  shares of the  registrant's
common stock, $.01 par value per share, was 14,566,198.


<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, 2001 and September 30, 2000................       2

                   Condensed Consolidated Statements of Operations
                        Three Months Ended June 30, 2001 and 2000...........       3

                   Condensed Consolidated Statements of Operations
                        Nine Months Ended June 30, 2001 and 2000............       4

                   Condensed Consolidated Statements of Cash Flows
                        Nine Months Ended June 30, 2001 and 2000............       5

                   Notes to the Condensed Consolidated Financial Statements.       6

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


  Item 3.       Quantitative and Qualitative Disclosures About Market Risk..      21


  PART II.      OTHER INFORMATION

  Item 1.       Legal Proceedings...........................................      22

  Item 3.       Defaults Upon Senior Securities.............................      22

  Item 6.       Exhibits and Reports on Form 8-K............................      22

  SIGNATURES................................................................      23
</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)                                                     2001             2000
                                                              ---------------  ---------------
<S>                                                             <C>             <C>
Assets                                                          (Unaudited)
Current assets:
   Cash and cash equivalents...............................    $     23,569     $     13,988
   Accounts and notes receivable, net......................          44,006           53,560
   Current portion of long-term receivables, net...........           1,367            1,763
   Inventories.............................................           6,832            8,297
   Prepaid expenses and other..............................           5,054            7,834
                                                              ---------------  ---------------
Total current assets.......................................          80,828           85,442

Property and equipment, net................................          34,945           45,197
Long-term receivables, net of current portion..............           1,275            1,864
Goodwill...................................................          88,882           98,427
Other assets...............................................           5,834            7,359
                                                              ---------------  ---------------
                                                               $    211,764     $    238,289
                                                              ===============  ===============
Liabilities and Stockholders' Deficit
Current liabilities:
   Senior secured revolving credit facility................    $     56,075     $     57,650
   10-7/8% senior subordinated notes payable...............         311,027          311,272
   Accounts payable........................................          16,233           19,737
   Accrued compensation, benefits and withholdings.........          16,066           15,239
   Accrued income taxes....................................           3,244            3,638
   Accrued interest........................................          42,587           17,647
   Other accrued liabilities...............................          23,933           33,490
                                                              ---------------  ---------------
Total current liabilities..................................         469,165          458,673
                                                              ===============  ===============

Long-term liabilities:
   Other long-term liabilities.............................          10,427           10,542
                                                              ---------------  ---------------

Stockholders' deficit:
   Preferred stock.........................................             ---              ---
   Common stock............................................             146              146
   Additional paid-in capital..............................         111,324          111,324
   Accumulated other comprehensive loss....................          (6,168)          (5,402)
   Accumulated deficit.....................................        (373,130)        (336,994)
                                                              ---------------  ---------------
Total stockholders' deficit................................        (267,828)        (230,926)
                                                              ---------------  ---------------
                                                               $    211,764          238,289
                                                              ===============  ===============
</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)                           2001             2000
                                                              ---------------  ---------------
<S>                                                           <C>              <C>
Revenues:
   Services...............................................    $   57,395        $  64,119
   Equipment and supply sales.............................        15,633           24,770
                                                              ---------------  ---------------
                                                                  73,028           88,889
                                                              ---------------  ---------------
Cost of revenues:
   Services...............................................        38,610            41,311
   Equipment and supply sales.............................        11,796            30,159
                                                              ---------------  ---------------
                                                                  50,406            71,470
                                                              ---------------  ---------------

Gross Profit..............................................        22,622            17,419

Costs and expenses:
   Engineering, research and development..................         2,032             2,483
   Selling, general and administrative....................        20,347            27,854
   Amortization of intangible assets......................         2,911             4,636
   Restructuring (credits) charges........................        (1,207)            7,641
   Asset impairment charges...............................           ---             5,671
                                                              ---------------  ---------------

Operating loss from continuing operations.................        (1,461)          (30,866)
                                                              ---------------  ---------------

Other income (expense):
   Interest income........................................           283               196
   Interest expense and fee amortization..................       (10,843)          (10,271)
   Other..................................................          (523)             (257)
                                                              ---------------  ---------------
                                                                 (11,083)          (10,332)
                                                              ---------------  ---------------
Loss from continuing operations before income taxes.......       (12,544)          (41,198)
Provision for income taxes................................           209               224
                                                              ---------------  ---------------
Loss from continuing operations...........................       (12,753)          (41,422)
Loss from discontinued operations.........................           ---            (1,636)
                                                              ---------------  ---------------
Net loss..................................................    $   (12,753)      $  (43,058)
                                                              ===============  ===============

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

Shares used in computing basic and diluted net loss per
   share..................................................         14,566           14,536
                                                              ===============  ===============
</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)                           2001             2000
                                                              ---------------  ---------------
<S>                                                           <C>               <C>
Revenues:
   Services...............................................    $  179,791        $  205,610
   Equipment and supply sales.............................        55,581            89,976
                                                              ---------------  ---------------
                                                                 235,372           295,586
                                                              ---------------  ---------------
Cost of revenues:
   Services...............................................       117,626           129,714
   Equipment and supply sales.............................        40,167            74,735
                                                              ---------------  ---------------
                                                                 157,793           204,449
                                                              ---------------  ---------------

Gross Profit..............................................        77,579            91,137

Costs and expenses:
   Engineering, research and development..................         5,580             7,715
   Selling, general and administrative....................        66,641            74,885
   Amortization of reorganization asset...................           ---            12,003
   Amortization of intangible assets......................         8,818            14,803
   Restructuring (credits) charges........................        (1,207)           14,607
   Asset impairment charges...............................           ---             5,671
                                                              ---------------  ---------------
Operating loss from continuing operations.................        (2,253)          (38,547)
                                                              ---------------  ---------------

Other income (expense):
   Interest income........................................         1,033               894
   Interest expense and fee amortization..................       (33,065)          (29,907)
   Other..................................................          (676)             (487)
                                                              ---------------  ---------------
                                                                 (32,708)          (29,500)
                                                              ---------------  ---------------
Loss from continuing operations before income taxes.......       (34,961)          (68,047)
Provision for income taxes................................         1,175               774
                                                              ---------------  ---------------
Loss from continuing operations...........................       (36,136)          (68,821)
Loss from discontinued operations.........................           ---            (1,636)
                                                              ---------------  ---------------
Net loss..................................................    $  (36,136)      $   (70,457)
                                                              ===============  ===============

Basic and diluted per share data:
Loss from continuing operations...........................    $    (2.48)       $    (4.77)
Loss from discontinued operations, net of taxes...........           ---             (0.11)
                                                              ---------------  ---------------
Basic and diluted net loss................................    $    (2.48)       $    (4.88)
                                                              ===============  ===============

Shares used in computing basic and diluted net loss per
   share..................................................        14,566        $   14,438
                                                              ===============  ===============
</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)                                                     2001             2000
                                                              ---------------  ---------------
<S>                                                           <C>              <C>
Cash flows from operating activities:
   Net loss...............................................    $  (36,136)       $ (70,457)
   Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
     Loss on sale of discontinued operations..............           ---            1,636
     Asset impairment charges.............................           ---            5,671
     Depreciation and amortization........................        23,732           41,550
     Amortization of debt fees, premiums, and discounts...         1,050              945
     Non-cash legal settlement charge.....................         1,502              ---
     Non-cash compensation................................           ---               34
     Write down of inventories............................           ---            9,031
     Change in assets and liabilities:
       Accounts and other receivables.....................        10,033           16,760
       Inventories........................................         1,337           (4,081)
       Prepaid expenses and other assets..................         1,067            1,518
       Accounts payable, accrued expenses and other
         liabilities......................................       (12,870)         (26,944)
       Accrued interest...................................        24,940           (8,547)
                                                              ---------------  ---------------
        Net cash provided by (used in) operating
           activities.....................................        14,655          (32,884)
                                                              ---------------  ---------------
Cash flows from investing activities:
   Purchases of property, plant and equipment.............        (3,992)         (15,502)
   Payments to acquire companies and customer rights......           ---           (1,833)
                                                              ---------------  ---------------
        Net cash used in investing activities.............        (3,992)         (17,335)
                                                              ---------------  ---------------
Cash flows from financing activities:
   Proceeds from the exercise of options..................           ---            2,530
   Proceeds from employee stock purchases.................           ---              510
   Repurchases of common stock............................           ---           (1,599)
   Proceeds from liquidation of currency swap contracts...           763            3,424
   Principal payments on long-term debt...................           ---           (1,083)
   Net proceeds from revolving line of credit.............           ---           42,500
   Principal payments on revolving line of credit.........        (1,575)             ---
                                                              ---------------  ---------------
        Net cash (used in) provided by financing
           activities.....................................          (812)          46,282
                                                              ---------------  ---------------
Effect of exchange rate changes on cash...................          (270)          (1,444)
                                                              ---------------  ---------------
Increase (decrease) in cash and cash equivalents..........         9,581           (5,381)
Cash and cash equivalents at beginning of period..........        13,988           11,144
                                                              ---------------  ---------------
Cash and cash equivalents at end of period................    $   23,569        $   5,763
                                                              ===============  ===============
Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest..................................    $    5,579        $  39,663
                                                              ===============  ===============
  Cash paid for income taxes..............................    $    1,286        $   3,098
                                                              ===============  ===============
</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.  Financial Overview, Financial Restructuring Plan and Going Concern

        Financial Overview

Anacomp,  Inc.  ("Anacomp" or the "Company")  reported a net loss totaling $36.1
million  and  positive  cash  flows  provided  by  operations  of $14.7  million
(including non-payment of accrued interest of $24.9 million) for the nine months
ended June 30,  2001.  As of June 30,  2001,  the Company has a working  capital
deficiency of $388 million,  including $310 million in senior subordinated notes
("Notes"),  $42.1  million  of related  accrued  interest,  and a  stockholders'
deficit of $268  million.  The  Company is  experiencing  significant  liquidity
issues  and is in  default  of its  senior  secured  revolving  credit  facility
("Facility"),  which had borrowings of $56.1 million at June 30, 2001, and is in
default of its Notes.  On October 1, 2000 and April 1, 2001, the Company did not
make  required  $17 million  interest  payments to the holders of the  Company's
Notes and does not anticipate making any such payments in the future.

        Financial Restructuring Plan

Previously,  the Company  intended to launch an exchange offer pursuant to which
all  holders  choosing  to  participate  in such  exchange  of the $310  million
aggregate  principal  amount of its Notes ("the  Holders")  would have exchanged
their Notes for shares of Anacomp's  Common  Stock.  In order to expedite such a
financial  restructuring of the Notes, the Company  currently intends to proceed
with a prepackaged plan of  reorganization  pursuant to Chapter 11 of the United
States Bankruptcy Code (the "Prepackaged Plan"). Under the terms of the proposed
Prepackaged  Plan,  the  Notes  will be  cancelled  and the  Holders,  as of the
Effective Date of the Plan,  will receive common stock of Anacomp.  Furthermore,
the proposed  Prepackaged Plan will provide for the  extinguishment of Anacomp's
existing common stock and the adoption of new Articles of  Incorporation,  which
will provide for Class A Common Stock and Class B Common  Stock.  Class A Common
Stock and Class B Common  Stock will be  identical  in all  respects  (including
without  limitation,  for  purposes of voting)  except that Class B Common Stock
will,  upon  certain  occurrences,   be  subject  to  dilution  without  further
stockholder  action of any kind.  Holders  of  existing  common  stock as of the
Effective Date of the Prepackaged  Plan will receive one share of Class B Common
Stock for  approximately  3,611 shares of Anacomp's current common stock held as
of the  Effective  Date of the  Plan,  and  warrants  ("Warrants")  to  purchase
additional  Class B Common Stock at an exercise price of $61.54 per share.  Upon
consummation of the Prepackaged Plan, the current common stockholders of Anacomp
will retain a 0.1% interest in the  Company's  common stock and the Holders will
receive a 99.9% interest (without giving consideration to shares of common stock
underlying  the  Warrants  or  shares  of Class A Common  Stock  proposed  to be
issuable to certain officers of Anacomp as incentive compensation).

On August 8, 2001, key  representatives  of the Holders (the "Ad Hoc Noteholders
Committee")  representing  a majority of the aggregate  principal  amount of the
outstanding  Notes agreed in principle to participate in the  Prepackaged  Plan.
Formal  acceptances to the  Prepackaged  Plan are still required to be solicited
and  obtained   from  the  Holders  prior  to  filing  the   Prepackaged   Plan.
Implementation  of the  Prepackaged  Plan will be dependent  upon the receipt of
acceptances from Holders of at least 67% of the outstanding principal amount and
a majority in number of Holders voting on the Prepackaged Plan.

On August 8, 2001,  Anacomp  also reached an agreement in principle to amend its
existing  Facility  between the Company,  Fleet National Bank ("Fleet") as agent
and its syndicate of lenders (collectively,  the "Bank Group"). The agreement in
principle was reached with Fleet, is subject to credit  approvals by the members
of the Bank Group, and contains  provisions for accelerated  principal  payments
beginning  September  30, 2001,  causing  permanent  reductions in the borrowing
limit, among other provisions (See Note 4). As a pre-condition to the agreement,
the Company must effectuate a financial restructuring pursuant to a pre-packaged
Chapter 11 plan of reorganization by January 31, 2002.

During  the  period  in  which  Anacomp  is  seeking  the  requisite  votes  and
acceptances  in support of the  Prepackaged  Plan,  Anacomp  intends to maintain
normal and regular trade terms with its suppliers and  customers.  Additionally,
the proposed  Prepackaged Plan  contemplates that the Company's trade suppliers,
employees and customers  will not be adversely  affected while the Company is in
reorganization proceeding or thereafter.

On January 17, 2001,  the Company  announced  it had entered into a  non-binding
Letter of  Intent  to sell 100% of the  docHarbor  business  unit.  The  Company
subsequently  decided  that  an  integration  of  docHarbor  into  its  Document
Solutions business unit was a more effective and efficient  mechanism for making
advanced on-line storage and delivery  capabilities  available to its customers.
Accordingly,   on  May  31,  2001,  the  Company  announced  it  had  terminated
negotiations with the prospective  buyer for docHarbor.  Since May 31, 2001, the
Company has been integrating docHarbor into its Document Solutions business unit
and combining  key  functions  including  sales,  marketing and  administration,
eliminating  redundancies in the Company's cost  structure.  By October 1, 2001,
the  Company  anticipates  that  docHarbor  will be a  service  offering  within
Document  Solutions,  bringing  docHarbor  direct  expenses  more in  line  with
anticipated revenues.

Anacomp  also  previously  announced  that  it  intends  to  sell  its  European
document-management  business,  Document Solutions  International  ("DSI"),  and
continues in discussions with several interested parties. Any such eventual sale
is subject to  approval  by the Bank Group and the  Company  will be required to
remit a portion of any  proceeds  from the sale of DSI to pay down the  Facility
(see Note 4). The timing,  likelihood and the amount of net proceeds of any such
sale are uncertain and the Company is  continuing  the  operations of DSI in its
normal  course of  business.  The  Company's  International  Technical  Services
business is not affected by this announcement.

There  can be no  assurance  that the  Company  will be able to  effectuate  its
Prepackaged Plan, a sale of DSI or an amendment of its restated Facility.  There
can also be no assurance that until the Company  completes the Prepackaged  Plan
the Company's  suppliers  will continue to provide normal trade credit or credit
on other terms  acceptable  to the Company,  if at all, or that  customers  will
continue to do business or enter into new business with the Company.In the event
the  Prepackaged  Plan is not  confirmed by the United States  Bankruptcy  Court
after  commencement  of a  bankruptcy  case,  the  Company  would be required to
negotiate,  prepare and seek approval of an alternative  plan for emergence from
reorganization.  No assurances can be given that the Company would be successful
in that effort.  It is also  possible  that the Company  could be placed into an
involuntary  bankruptcy by certain of its creditors.  In such event, the Company
would encounter substantial liquidity  difficulties as well as difficulties with
its existing and potential  customers and suppliers.  No assurances can be given
that the Company would be successful in that effort.

Going Concern

The accompanying  condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed  above
and as shown in the accompanying financial statements, the Company has operating
and liquidity  concerns that raise substantial doubt about the Company's ability
to continue as a going concern.  There can be no assurance that the Company will
be able to restructure  successfully  its indebtedness or that its liquidity and
capital  resources will be sufficient to maintain its normal  operations.  These
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

The report of the  Company's  independent  public  accountants  on the Company's
financial  statements included in its Form 10-K for the year ended September 30,
2000 contained a modification  related to the Company's ability to continue as a
going concern.

If the Company emerges from a financial  restructuring  pursuant to a Chapter 11
plan of  reorganization,  the  Company  will be  subject  to the  provisions  of
Statement  of  Position  ("SOP")  90-7,  "Financial  Reporting  by  Entities  in
Reorganization  under the  Bankruptcy  Code."  Pursuant to SOP 90-7, the Company
expects to qualify for and implement "Fresh Start" reporting upon emergence from
bankruptcy,  which would establish a new basis of accounting for the Reorganized
Company.

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, 2000, 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, 2000,  included in the  Company's  fiscal 2000 Annual
Report on Form 10-K. Interim operating results are not necessarily indicative of
operating results for the full year or for any other period.

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

Note 3.  Management Estimates and Assumptions

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

Note 4.  Senior Secured Revolving Credit Facility

Outstanding  borrowings  and  letters of credit  under the  Facility  were $56.1
million and $6 million,  respectively, at June 30, 2001. With the release of the
Company's  financial  results at June 30, 2000,  the Company was in violation of
certain of its  financial  covenants  (see Note 1). As of August 13,  2001,  the
Facility  commitment  totals $62.1 million and consists of direct  borrowings of
$56.1  million and letters of credit  totaling $6 million.  The Company has been
operating under the terms of a forbearance agreement since October 26, 2000. The
forbearance  agreement  expired  on June  30,  2001  and an  extension  is being
negotiated.  The  proposed  extension  would  require a $1.0  million  principal
payment on September 30, 2001.

On August 8, 2001,  the  Company  and the Bank Group  reached  an  agreement  in
principle regarding  amendments to the Facility.  The agreement in principle was
reached with Fleet and is subject to credit approvals by the members of the Bank
Group.  As a  pre-condition  to the  agreement,  the Company  must  effectuate a
financial   restructuring   pursuant  to  a  pre-packaged  Chapter  11  plan  of
reorganization  by January 31,  2002.  The plan must be in the current form (see
Note 1) and substance  reasonably  satisfactory to the Bank Group.  The proposed
Facility would  maintain the current $62.1 million  limit,  with a $56.1 million
sublimit for direct  borrowing and a $6 million letter of credit  sublimit.  The
proposed  Facility  would be available  for new loans up to a Formula  Borrowing
Base  ("FBB")  when direct  borrowings  are reduced  below the FBB. The FBB will
equal an amount up to 80% of Eligible Accounts,  which include U.S. and Canadian
Accounts Receivable.

Under the proposed Facility, the maturity date would be eighteen months from the
Closing Date of the Restructuring of the Notes, but no later than July 31, 2003,
with an  extension  to January  31,  2004 if a DSI sale occurs and results in $4
million net proceeds or the Company  elects to increase the interest  rate by 1%
for the extension period.  Upon a closing of a sale of DSI, the Company would be
required to make a payment to the Bank Group to permanently reduce the Facility.
The payment  would be the  greater of $4 million or 85% of net sale  proceeds as
defined.  Under the proposed  amendments to the Facility,  the direct borrowings
limit would be permanently reduced by cash payments of $2 million quarterly from
December 31, 2001 to June 30,  2002;  $3 million on  September  30, 2002;  $2.25
million on December  31, 2002 and March 31,  2003;  and $2.5 million on June 30,
2003 and September 30, 2003.

The proposed Facility will bear interest at the Base Rate equal to the higher of
(a) the annual rate of interest announced from time to time by Fleet as its best
rate or (b) one-half of one percent above the Federal Funds  Effective Rate, for
the portion of the Facility equal to the FBB. The rate of interest will be three
percentage points higher than the Base Rate for the Facility balance outstanding
in excess of the FBB. Interest will be due and payable monthly in arrears.

Loans under the current  Facility bear interest,  payable  monthly,  at the Base
Rate plus  1.75%  plus  deferred  interest  of 1%  assessed  under  terms of the
forbearance  agreement.  The "Base Rate" for any day means the higher of (i) the
corporate  base rate of interest  announced  by Fleet or (ii) the federal  funds
rate published by the Federal  Reserve Bank of New York on the next business day
plus 1/2%. The deferred interest  (totaling $193 thousand at June 30, 2001) will
be waived by the Bank Group if the  financial  restructuring  plan is completed.
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  Notes
(see Note 5),  limitations  on open market  purchases  of the  Company's  common
stock,  limitations on mergers and acquisitions,  limitations on liens,  minimum
EBITDA  requirements,  minimum  interest  coverage  ratios and minimum  leverage
ratios.

In the  event  the Bank  Group  accelerates  payment  of  Anacomp's  outstanding
borrowings,  the  Company's  ability to make such  payment  will be dependent on
generating sufficient cash from obtaining alternate financing or potential asset
sales.  There  can be no  assurance  that  the  Company  will be able to  obtain
alternate  financing or execute potential asset sales on terms acceptable to the
Company,  if  at  all,  or  in  amounts  sufficient  to  satisfy  the  Company's
obligations.

Note 5.  Senior Subordinated Notes

The Company has  outstanding  $310  million of publicly  traded  10-7/8%  Senior
Subordinated  Notes.  An  interest  payment  on the Notes of  approximately  $17
million is due  semi-annually on October 1 and April 1 of each year. The Company
did not make the $17 million interest  payments that were due on October 1, 2000
and  April 1,  2001 and does not  anticipate  making  any such  payments  in the
future.  The  Company  is  currently  in  default  of the Notes and  anticipates
extinguishing  the Notes and related  accrued  interest ($42 million at June 30,
2001) through a Chapter 11 reorganization as detailed in Note 1.

The Notes  have no  sinking  fund  requirements  and are due in full on April 1,
2004.  The Notes are redeemable at the option of the Company in whole or in part
at prices  ranging from  108.156% to 102.710%  plus accrued and unpaid  interest
until  April 1, 2003.  On or after  April 1, 2003,  the Notes may be redeemed at
100% plus accrued and unpaid  interest.  Upon a Change of Control (as defined in
the indenture  governing the Notes), the Company is required to make an offer to
purchase  the Notes  then  outstanding  at a purchase  price  equal to 101% plus
accrued and unpaid interest.

The Notes  are  general  unsecured  obligations  of the  Company  and  expressly
subordinated in right of payment to all existing and future Senior  Indebtedness
(as  defined)  of the  Company.  The Notes  will rank pari passu with any future
Senior  Subordinated  Indebtedness  (as defined) and senior to all  Subordinated
Indebtedness (as defined) of the Company.

The indenture relating to the Notes contains covenants related to limitations of
indebtedness  of  the  Company  and  restricted  subsidiaries,   limitations  on
restricted payments,  limitations on distributions from restricted subsidiaries,
limitations on sale of assets and restricted  subsidiary  stock,  limitations on
liens, a prohibition on layering,  limitations on transactions  with affiliates,
limitations  on issuance and sale of capital stock of  restricted  subsidiaries,
limitations  of  sale/leaseback   transactions,   and  limitations  on  mergers,
consolidations or sales of substantially all of the Company's assets.

Note 6. Restructuring Activities

In fiscal 1998 the Company  recorded  restructuring  charges of $8.5 million and
reserves of $15.2 million related to its First Image acquisition. As of June 30,
2001,  the  remaining  liability  of $0.4  million,  related to  employment  and
facility costs, will be paid by the end of June 2002.

In the second and third quarters of 2000, the Company  effected a reorganization
of its  workforce  in the  United  States  and  Europe  along its four  lines of
business,   reorganized  parts  of  its  corporate  staff  and  phased  out  its
manufacturing  operations.  The  reorganization  of the  workforce and corporate
staff  consisted of management  reassessing job  responsibilities  and personnel
requirements  in each of its  continuing  and  on-strategy  business  units  and
corporate staff.  Such assessment  resulted in substantial  permanent  personnel
reductions and involuntary  terminations throughout the organization,  primarily
in its European  operations  and its  corporate  and  manufacturing  staff.  The
Company  recorded  restructuring  charges  of  $14.6  million  related  to these
actions. Employee severance and termination-related costs were for approximately
300  employees,  all of whom  have left the  Company,  although  some  severance
payments will be paid throughout the remainder of calendar year 2001. Other fees
relate to professional fees associated with  negotiations to terminate  facility
leases and other costs  associated  with  implementation  of the  business  unit
structure  and the  reorganization  of the four  business  units  into  separate
entities. Other fees are expected to be paid by December 31, 2001. The remaining
combined  liability of $2.3 million is included as a component of "Other Accrued
Liabilities" on the June 30, 2001 Condensed Consolidated Balance Sheet.

In the third quarter of fiscal year 2001,  the Company  reversed $1.2 million of
business  restructuring  reserves ($333 thousand from the 1998 restructuring and
$874  thousand  from the 2000  restructuring)  primarily  related  to  favorable
experience  in employee  separations  and  facility  related  costs,  as well as
reduced levels of professional and other fees.

The  following  tables  present the activity  and balances of the  restructuring
reserves from September 30, 2000 to June 30, 2001 (in thousands):

<TABLE>
<CAPTION>

                        September 30,
Fiscal Year 2000            2000                                           June 30, 2001
Restructuring              Balance       Adjustments      Cash Payments        Balance
----------------------  --------------  -------------   ---------------   ----------------
<S>                     <C>             <C>             <C>               <C>
Employee Separations     $  2,730        $    ---        $   (1,930)       $       800
Facility Closing              800            (350)             (150)               300
Contract Obligations        1,100             ---              (564)               536
Professional and Other      1,150            (524)             (300)               326
                        --------------  -------------   ---------------   ----------------
                         $  5,780        $   (874)       $   (2,944)       $     1,962
                        --------------  -------------   ---------------   ----------------
</TABLE>

<TABLE>
<CAPTION>

                        September 30,
Fiscal Year 1998            2000                                           June 30, 2001
Restructuring              Balance       Adjustments      Cash Payments        Balance
----------------------  --------------  -------------   ---------------   ----------------
<S>                     <C>             <C>             <C>               <C>
Employee Separations     $    494        $   (217)       $     (277)       $       ---
Facility Closing            1,021             (80)             (581)               360
Other                         230             (36)             (184)                10
                        --------------  -------------   ---------------   ----------------
                         $  1,745        $   (333)       $   (1,042)       $       370
                        --------------  -------------   ---------------   ----------------
</TABLE>

Note 7. Asset Impairments

During the third quarter of fiscal 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. For the three-month and nine-month periods ended June
30,  2000 the  Company  recorded  a charge  to cost of sales of $9  million  for
inventory  write-downs  resulting from the decision to  discontinue  DatagraphiX
manufacturing operations (included with Technical Services in Note 12).

During the third  quarter of fiscal  2000,  the  Company  fully  reserved a note
receivable with a carrying value of $2.7 million  generated from the sale of its
Magnetics  division in fiscal 1999 as  collectibility of the note was deemed not
likely based on the declining  operating  results and liquidity of the acquirer.
The note  receivable was written off in the fourth quarter of fiscal 2000.  Also
in the third quarter of 2000, due to the Company's overall  liquidity  position,
the Company abandoned a new software product as well as its Image Mouse product.
As a result, the Company wrote off associated  capitalized  software development
costs  of  approximately   $1.6  million  and  approximately   $0.7  million  of
specialized  manufacturing assets,  respectively.  Further, the Company recorded
impairments  of  manufacturing  equipment  and leasehold  improvements  totaling
approximately  $0.6 million as a result of the  discontinuation of manufacturing
operations  effective  October  1, 2000  pertaining  to the  former  DatagraphiX
segment.

Asset impairment charges are summarized as follows (in thousands):
<TABLE>
<CAPTION>
                                                                Nine Months
                                                               Ended June 30,
Assets                                                              2000
----------------------------------------------------------   ------------------
<S>                                                          <C>
  Magnetics note receivable ..............................   $         2,738
  Development assets......................................             2,338
  Leasehold improvements..................................               595
                                                             ------------------
                                                             $         5,671
                                                             ==================
</TABLE>

As the Company continues to develop,  refine and implement its plans, additional
courses  of action  that may be taken  could  result in further  impairments  of
goodwill or other Company assets.

Note 8.  Inventories

Inventories consist of the following:
(in thousands)
<TABLE>
<CAPTION>
                                                              June 30,     September 30,
                                                             ------------  -------------
                                                                2001            2000
                                                             ------------  -------------
  <S>                                                        <C>           <C>
                                                             (unaudited)
  Finished goods, including purchased film................   $    6,716     $    7,717
  Work in process.........................................           55             66
  Raw materials and supplies..............................           61            514
                                                             ------------  -------------
                                                             $    6,832     $    8,297
                                                             ============  =============
</TABLE>

Note 9.  Hedging

The Company is exposed to the risk of future currency exchange rate fluctuations
from its  international  operations.  To  mitigate a portion  of this risk,  the
Company has in the past entered into foreign  currency swap  agreements that are
designated  as, and are  effective as,  economic  hedges of net  investments  of
certain foreign subsidiaries.  During the first quarter of fiscal year 2001, the
Company  terminated its last  remaining  currency swap as noted in the following
table:
<TABLE>
<CAPTION>

                                                                                        Unrealized Gain as
                      Notional                                  Realized Gain as of              of
Currency               Amount     Maturity      Interest Rate      June 30, 2001        September 30, 2000
-------------------  -----------  ---------     -------------   -------------------     -------------------
<S>                  <C>          <C>           <C>             <C>                     <C>
Swiss Franc
 fixed-rate           10,000,000  April 1, 2003      4.05%           $      763,000         $      532,000
                                                                ===================     ===================
</TABLE>

Foreign  currency swaps are marked to market at each  reporting  period based on
movements  in the exchange  rates of the  underlying  currencies.  The above net
unrealized  gain has been reflected as "Prepaid  expenses and other" in the 2000
Condensed  Consolidated  Balance  Sheet,  with  a  corresponding  adjustment  to
"Accumulated  other  comprehensive  loss".  The $0.8  million  of cash  proceeds
benefit is  reflected  in the 2001  Condensed  Consolidated  Balance  Sheet as a
component of "Accumulated other comprehensive loss" in "Stockholders'  deficit".
At June 30,  2001,  the  Company  does not have  any  currency  swap  agreements
outstanding.

Note 10.  Loss Per Share

Basic and diluted  loss per share is computed  based upon the  weighted  average
number of shares of the Company's  common stock  outstanding  during the period.
Potentially  dilutive  securities  include  options  granted under the Company's
stock  option plans and  outstanding  warrants,  both 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 loss per share because of their anti-dilutive effect.

Note 11.  Recent Accounting Pronouncements

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,  as amended,  will be adopted by the Company no later
than the fourth fiscal quarter of fiscal 2001. The Company's adoption of SAB No.
101 in the fourth  quarter  of fiscal  2001 is not  expected  to have a material
impact  on  the  Company's   consolidated   financial  position  or  results  of
operations.

On July 20, 2001, the Financial  Accounting  Standards Board issued Statement of
Financial   Accounting   Standards   No.  141  ("SFAS   No.   141"),   "Business
Combinations",  and Statement of Financial  Accounting  Standards No. 142 ("SFAS
No. 142"),  "Goodwill and Other Intangible  Assets".  SFAS No. 141 addresses the
accounting  for  acquisitions  of businesses,  eliminating  pooling of interests
accounting,  and is  effective  for  acquisitions  occurring on or after July 1,
2001.  SFAS No. 142 addresses the method of identifying  and measuring  goodwill
and other  intangible  assets  acquired  in a business  combination,  eliminates
further   amortization  of  goodwill,   and  requires  periodic  evaluations  of
impairment  of goodwill  balances.  In addition,  the useful lives of recognized
intangible assets acquired in transactions completed before July 1, 2001 will be
reassessed and the remaining  amortization  periods  adjusted  accordingly.  The
Company  anticipates  adopting  SFAS No. 142 on October 1, 2002 and is currently
assessing the impact.  As discussed in Note 1, the Company intends to effectuate
a financial  restructuring in a prepackaged plan of  reorganization  pursuant to
Chapter 11 of the United States  Bankruptcy  Code.  Upon an emergence  from such
bankruptcy,  the  Company  would be  subject  to the  requirements  of SOP 90-7.
Pursuant to SOP 90-7,  the Company  expects to qualify for and implement  "Fresh
Start"  reporting  upon emergence from  bankruptcy.  Fresh Start  reporting will
result in recording the Company's tangible assets,  intangible assets (including
goodwill),  and  liabilities  at fair market  value and the  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 will be that the  Reorganized
Company will recognize an intangible  asset  "Reorganization  Value in Excess of
Identifiable  Assets".  This  Reorganization  Asset  would not be  amortized  in
accordance  with SFAS No. 142, but would be subject to periodic  evaluations  of
impairment.

Note 12.  Operating Segments

Anacomp's business is focused in the document management  industry.  The Company
manages its business through three operating units: docHarborSM,  an application
service  provider  ("ASP"),  which provides  Internet-based  document-management
services;  Document  Solutions,  which  provides  document-management  outsource
services; and Technical Services,  which provides equipment maintenance services
for Anacomp and third-party  manufactured  products and provides COM systems and
micrographic  supplies.  Effective October 1, 2000, the Company discontinued its
manufacturing   operations   for   DatagraphiX   and  merged  the  remainder  of
DatagraphiX's  operations  into  Technical  Services.  Results  for  DatagraphiX
previously reported separately have been combined with Technical Services.

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").


<PAGE>

Information about the Company's operations by operating segments are as follows:

For the Three Months Ended June 30,
<TABLE>
<CAPTION>


                                        Document   Technical
 (in thousands)              docHarbor  Solutions  Services    Corporate  Consolidated
--------------------------------------------------------------------------------------
 <S>                            <C>       <C>         <C>         <C>         <C>
 2001
 Digital/renewal revenue     $  2,319   $ 15,066   $  5,894    $   ---     $   23,279
 COM revenue                     ---      26,949     22,800        ---         49,749
 Intersegment revenue            ---         ---      2,547     (2,547)           ---
                          -----------------------------------------------------------
 Total revenue                  2,319     42,015     31,241     (2,547)        73,028
 EBITDA                        (3,211)     6,212      7,116     (5,007)         5,110

 2000
 Digital/renewal revenue     $  1,109   $ 17,176    $ 8,033    $   ---     $   26,318
 COM revenue                      ---     33,468     29,103        ---         62,571
 Intersegment revenue             ---        ---      2,978     (2,978)           ---
                          ------------------------------------------------------------
 Total revenue                  1,109     50,644     40,114     (2,978)        88,889
 EBITDA                        (8,143)     8,391       (511)    (7,512)        (7,775)

</TABLE>

For the Nine Months Ended June 30,
<TABLE>
<CAPTION>

                                        Document   Technical
 (in thousands)              docHarbor  Solutions  Services    Corporate  Consolidated
--------------------------------------------------------------------------------------
 <S>                            <C>       <C>         <C>         <C>         <C>
 2001
 Digital/renewal revenue     $  6,553   $ 47,534   $ 16,500    $   ---     $   70,587
 COM revenue                      ---     87,929     76,856        ---        164,785
 Intersegment revenue             ---        ---      8,111     (8,111)           ---
                          ------------------------------------------------------------
 Total revenue                  6,553    135,463    101,467     (8,111)       235,372
 EBITDA                        (9,405)    27,667     25,143    (23,133)        20,272

 2000
 Digital/renewal revenue     $  2,921   $ 55,284   $ 27,027   $    ---     $   85,232
 COM revenue                      ---    110,559     99,795        ---        210,354
 Intersegment revenue             ---        ---      9,444     (9,444)           ---
                          ------------------------------------------------------------
 Total revenue                  2,921    165,843    136,266     (9,444)       295,586
 EBITDA                       (20,188)    36,630     23,713    (16,840)        23,315

</TABLE>

<PAGE>

The following are reconciliations of consolidated EBITDA to loss from continuing
operations before income taxes:
<TABLE>
<CAPTION>

       For the Three Months Ended June 30,           2001         2000
       ----------------------------------------   ----------   -----------
       <S>                                        <C>          <C>
       EBITDA..................................   $   5,110    $   (7,775)
       Depreciation and amortization...........      (7,778)       (9,755)
       Other income and expense, net...........     (11,083)      (10,332)
       Restructuring credits (charges).........       1,207        (7,641)
       Asset impairment charges................         ---        (5,671)
       Other...................................         ---           (24)
                                                  ----------   -----------
       Loss from continuing operations before
        income taxes...........................   $ (12,544)   $  (41,198)
                                                  ==========   ===========

       For the Three Months Ended June 30,           2001         2000
       ----------------------------------------   ----------   -----------
       EBITDA..................................   $  20,272    $   23,315
       Depreciation and amortization...........     (23,732)      (41,550)
       Other income and expense, net...........     (32,708)      (29,500)
       Restructuring credits (charges).........       1,207       (14,607)
       Asset impairment charges................         ---        (5,671)
       Other...................................         ---           (34)
                                                  ----------   -----------
       Loss from continuing operations before
        income taxes...........................   $ (34,961)   $  (68,047)

</TABLE>

Note 13.  Litigation Settlement

On August  29,  1997,  Access  Solutions  International,  Inc.  ("ASI")  filed a
complaint for patent infringement in the U.S. District Court,  District of Rhode
Island against  Data/Ware,  of which Anacomp is the successor by merger, and the
Eastman Kodak Company. On April 20, 2001, management settled this matter through
the  execution  of an  agreement,  the  terms of which are  confidential,  among
Anacomp,  ASI and other  parties.  The Company  recorded a $5.4  million  charge
related to this matter in the second  quarter of fiscal 2001 that is included in
selling,  general and administrative  expense for the nine months ended June 30,
2001.



<PAGE>
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"), including those related
to the Company's plans,  liquidity  needs,  potential  restructuring  and future
operations,  constitute  "forward-looking  statements"  within  the  meaning  of
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and  Section  21E of the  Securities  Exchange  Act of 1934,  as  amended.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other  important  factors that could cause the actual  results,  performance  or
achievements of 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.

Overview

     Anacomp's  revenues,  operating  results,  cash flows and  liquidity in the
first nine months of fiscal 2001 continue to be negatively  impacted by a number
of factors, including a decline in the Company's COM business, restructuring and
reorganization of certain of its operations,  and negative cash flows related to
the docHarbor business unit.

Anacomp,  Inc.  ("Anacomp" or the "Company")  reported a net loss totaling $36.1
million and positive cash flows  provided by operations of $14.7 million for the
nine months ended June 30, 2001. As of June 30, 2001,  the Company has a working
capital   deficiency  of  $388  million,   including   $310  million  in  senior
subordinated notes ("Notes"),  $42.1 million of related accrued interest,  and a
stockholders'  deficit of $268 million. The Company is experiencing  significant
liquidity  issues  and is in  default of its  senior  secured  revolving  credit
facility  ("Facility"),  which had borrowings of $56.1 million at June 30, 2001,
and is in  default of its  Notes.  On  October  1, 2000 and April 1,  2001,  the
Company did not make  required $17 million  interest  payments to the holders of
the  Company's  Notes and does not  anticipate  making any such  payments in the
future.

     On  January  17,  2001,  the  Company  announced  it  had  entered  into  a
non-binding  Letter of Intent to sell 100% of the docHarbor  business  unit. The
Company  subsequently decided that an integration of docHarbor into its Document
Solutions business unit was a more effective and efficient  mechanism for making
advanced on-line storage and delivery  capabilities  available to its customers.
Accordingly,   on  May  31,  2001,  the  Company  announced  it  had  terminated
negotiations with the prospective  buyer for docHarbor.  Since May 31, 2001, the
Company has been integrating docHarbor into its Document Solutions business unit
and combining  key  functions  including  sales,  marketing and  administration,
eliminating  redundancies in the Company's cost  structure.  By October 1, 2001,
the Company  anticipates  that docHarbor will be a product line within  Document
Solutions,  bringing  docHarbor  direct  expenses more in line with  anticipated
revenues.

     Anacomp  also  previously  announced  that it intends to sell its  European
document-management  business,  Document Solutions  International  ("DSI"),  and
continues in discussions with several interested parties. Any such eventual sale
is subject to  approval  by the Bank Group and the  Company  will be required to
remit a portion  of any  proceeds  to pay down the  Facility  (see Note 4 to the
Condensed  Consolidated  Financial  Statements  included  in this  report).  The
timing, likelihood and amount of net proceeds of any such sale are uncertain and
the  Company  is  continuing  the  operations  of DSI in its  normal  course  of
business.  The  Company's  International  Technical  Services  business  is  not
affected by this announcement.

Results of Operations

Three Months Ended June 30, 2001 vs. Three Months Ended June 30, 2000

     General.  Anacomp reported a net loss of $12.8 million for the three months
ended  June 30,  2001,  compared  to a net loss of $43.1  million  for the three
months ended June 30, 2000.  EBITDA for the three months ended June 30, 2001 was
$5.1  million  compared to an EBITDA loss of $7.8  million for the three  months
ended June 30, 2000.

     Revenues.  The Company's  revenues decreased 18% from $88.9 million for the
three months ended June 30, 2000, to $73 million for the three months ended June
30, 2001.  The decrease  was  composed of a $13 million  decline in  COM-related
revenues in addition to a $3 million  decrease in digital and renewal  revenues.
The Company  expects  that COM  revenues  will  continue  to decline  during the
remainder of this fiscal year as well as in future years.

     Document  Solutions COM related revenues  decreased 20% from the prior year
period,  from $33.5 million to $26.9  million.  Revenue  contributed  by digital
services and  products  decreased  12%  compared to the prior year period,  from
$17.2 million to $15.1 million.  The decrease in digital  revenues was primarily
due to results in the Company's international operations.

     Technical  Services  revenues  (including  results of  operations  from the
former  DatagraphiX  business unit)  decreased from the prior year period,  from
$37.1  million  to $28.7  million.  This was  primarily  due to the  absence  of
manufacturing-related  revenues in the current year combined with the continuing
decline in the market for COM systems and supplies.

     docHarbor  revenues  increased  $1.2 million  versus the prior year period.
This was the  result of  increased  revenues  from  existing  customers  and new
customer orders.

     Gross Margins. The Company's gross margin increased from $17.4 million (20%
of revenues)  for the three months ended June 30, 2000, to $22.6 million (31% of
revenues) for the three months ended June 30, 2001.

     Document Solutions gross margin, at 36% of revenues, increased from the 34%
reported for the prior year period.  Technical Services gross margins (including
results of operations from the former DatagraphiX  business unit) also increased
from 10% to 29% of revenues for the quarter ended June 30, 2001. The increase in
Technical  Services  gross margin from the prior year period was  primarily  the
result of a $9.0  million  inventory  writedown  taken in the third  quarter  of
fiscal 2000. docHarbor gross margin, although still negative,  improved from the
prior year period as a result of continuing  cost  reductions and a reduction in
infrastructure development implemented at the end of fiscal year 2000.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expense decreased from $2.5 million for the three months ended June
30,  2000,  to $2.0  million  for the three  months  ended June 30,  2001.  This
decrease was primarily the result of lower expenses due to the discontinuance of
manufacturing operations effective October 1, 2000 and the resulting decrease in
support engineering expenses.

     Selling,  general and administrative.  Selling,  general and administrative
(SG&A) expenses decreased from $27.9 million for the three months ended June 30,
2000, to $20.3  million for the three months ended June 30, 2001.  SG&A expenses
for the quarter ended June 30, 2000  included  severance and other costs related
to changes in senior  management.  SG&A  expenses for the quarter ended June 30,
2001 reflect the Company's cost reduction efforts as well as the benefit of a $1
million reduction to environmental  liability reserves as a result of receipt of
a Rescission of Site Cleanup  Requirements.  These  benefits were offset by $2.3
million in legal,  professional and severance costs associated with preparations
for a sale of DSI,  and  $2.1  million  in  legal,  professional  and  financial
advisory  costs  related  to the  restructuring  of the  Company's  Notes in the
current year period.

     Amortization  of  intangible  assets.  Amortization  of  intangible  assets
decreased  37% from $4.6 million for the three  months  ended June 30, 2000,  to
$2.9  million  for the three  months  ended  June 30,  2001.  This  decrease  is
primarily the result of the completion of  amortization  for prior  acquisitions
and reduced  amortization  related to impaired intangibles written off in fiscal
2000.

     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.

     In the third quarter of fiscal year 2001, the Company reversed $1.2 million
of business restructuring reserves primarily related to favorable  circumstances
in employee separations and facility related costs, as well as reduced levels of
professional and other fees.

     Asset  Impairment  Charges.  During the third  quarter of fiscal 2000,  the
Company fully reserved a note  receivable  with a carrying value of $2.7 million
generated   from  the  sale  of  its  Magnetics   division  in  fiscal  1999  as
collectibility  of the  note  was  deemed  not  likely  based  on the  declining
operating  results and liquidity of the  acquirer.  Also in the third quarter of
2000, due to the Company's overall liquidity  position,  the Company abandoned a
new  software  product  as well as its Image  Mouse  product.  As a result,  the
Company  wrote  off  associated   capitalized   software  development  costs  of
approximately  $1.6  million  and  approximately  $0.7  million  of  specialized
manufacturing assets, respectively. Further, the Company recorded impairments of
manufacturing  equipment and leasehold  improvements totaling approximately $0.6
million as a result of the discontinuation of manufacturing operations effective
October 1, 2000 pertaining to the former DatagraphiX segment.

     Interest  Expense.  Interest  expense  increased from $10.3 million for the
three months ended June 30,  2000,  to $10.8  million for the three months ended
June 30, 2001.  This  increase was the result of a higher level of borrowings on
the revolving  credit  facility in the current year and higher interest rates in
the current  period charged  against the balance under terms of the  forbearance
agreement.

     Provision for Income Taxes.  The provision for income taxes of $0.2 million
for the  quarters  ended June 30, 2001 and June 30, 2000  related  primarily  to
earnings of foreign subsidiaries.

Nine months Ended June 30, 2001 vs. Nine months Ended June 30, 2000

     General.  Anacomp  reported a net loss of $36.1million  for the nine months
ended June 30, 2001, compared to a net loss of $70.5 million for the nine months
ended June 30,  2000.  EBITDA for the nine months  ended June 30, 2001 was $20.3
million  compared to EBITDA of $23.3  million for the nine months ended June 30,
2000.

     Revenues.  The Company's revenues decreased 20% from $295.6 million for the
nine months  ended June 30,  2000,  to $235.4  million for the nine months ended
June 30, 2001. The decrease was composed of a $46 million decline in COM-related
revenues in addition to a $15 million decrease in digital and renewal  revenues.
The Company  expects  that COM  revenues  will  continue  to decline  during the
remainder of this fiscal year as well as in future years.

     Document Solutions  COM-related  revenues decreased 21% from the prior year
period,  from $110.6  million to $87.9 million.  Revenue  contributed by digital
services and  products  decreased  14%  compared to the prior year period,  from
$55.3 million to $47.5 million.  The decrease in digital  revenues was primarily
due to results in the Company's international operations.

     Technical  Services  revenues  (including  results of  operations  from the
former  DatagraphiX  business unit)  decreased from the prior year period,  from
$126.8  million  to $93.4  million.  This was  primarily  due to the  absence of
manufacturing-related  revenues in the current year combined with the continuing
decline in the market for COM systems and supplies.

     docHarbor  revenues  increased  $3.6 million  versus the prior year period.
This was the  result of  increased  revenues  from  existing  customers  and new
customer orders.

     Gross Margins.  The Company's gross margin in dollars  decreased from $91.1
million  (31% of revenues)  for the nine months  ended June 30,  2000,  to $77.6
million (33% of revenues) for the nine months ended June 30, 2001.

     Document Solutions gross margin, at 38% of revenues, increased from the 37%
reported for the prior year period.  Technical Services gross margins (including
results of operations from the former DatagraphiX  business unit) also increased
from 30% to 32% of revenues in the nine months ended June 30, 2001. The increase
in Technical  Services gross margin from the prior year period was primarily the
result of a $9.0  million  inventory  writedown  taken in the third  quarter  of
fiscal 2000. docHarbor gross margin, although still negative,  improved from the
prior year period as a result of continuing  cost  reductions and a reduction in
infrastructure development implemented at the end of fiscal year 2000.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expense  decreased from $7.7 million for the nine months ended June
30, 2000, to $5.6 million for the nine months ended June 30, 2001. This decrease
was  primarily the result of lower  expenses  related to the  discontinuance  of
manufacturing operations effective October 1, 2000 and the resulting decrease in
support engineering expenses.

     Selling,  general and administrative.  Selling,  general and administrative
(SG&A) expenses  decreased from $74.9 million for the nine months ended June 30,
2000, to $66.6 million for the nine months ended June 30, 2001. The $8.3 million
decrease was primarily the result of continuing  cost  reduction  efforts.  SG&A
expenses for the nine months ended June 30, 2000  included  severance  and other
costs related to changes in senior management. SG&A expenses for the nine months
ended June 30, 2001 reflect the Company's cost reduction  efforts as well as the
benefit of a reduction to the Company's environmental liability reserves of $1.0
million as a result of receipt of a  Rescission  of Site  Cleanup  Requirements.
These  benefits were offset by the $5.4 million  charge for the  settlement of a
litigation  matter,  $5.1 million in legal,  professional and financial advisory
costs  related to the proposed  restructuring  of the  Company's  Notes and $2.3
million in legal,  professional and severance costs associated with preparations
for a sale of DSI.

     Amortization of reorganization asset.  Amortization of reorganization asset
decreased  to zero in  fiscal  year 2001 as the  reorganization  asset was fully
amortized in November 1999.

     Amortization  of  intangible  assets.  Amortization  of  intangible  assets
decreased  40% from $14.8  million for the nine months ended June 30,  2000,  to
$8.8 million for the nine months ended June 30, 2001. This decrease is primarily
the result of the  completion  of  amortization  for  certain  acquisitions  and
reduced  amortization  resulting from impaired intangibles written off in fiscal
2000.

     Restructuring  Charges.  During the nine months  ended June 30,  2000,  the
Company  recorded  restructuring  charges  totaling $14.6 million related to the
reorganization  of its  workforce in the United States and Europe along its four
lines of business,  a  reorganization  of parts of the Corporate  staff, and the
phase out of manufacturing  operations.  The reorganization of the workforce and
corporate staff consisted of management  reassessing  job  responsibilities  and
personnel  requirements in each of its continuing and on-strategy business units
and corporate staff. Such assessment resulted in substantial permanent personnel
reductions and involuntary  terminations throughout the organization,  primarily
in its European  operations  and its  corporate  and  manufacturing  staff.  The
restructuring   charges  included  $10.3  million  in  employee   severance  and
termination-related costs. Employee severance and termination-related costs were
for  approximately  300 employees,  all of whom have left the Company,  although
some severance  payments will be paid  throughout the remainder of calendar year
2001. The restructuring  charges also include $1.9 million of other fees related
to  professional  services  associated with  negotiations to terminate  facility
leases and other costs  associated  with  implementation  of the  business  unit
structure  and the  reorganization  of the four  business  units  into  separate
entities,   $1.4  million  for  contractual   obligations  and  $1  million  for
facility-related costs. Other fees are expected to be paid by December 31, 2001.
As a result of the restructuring, the Company anticipated cost savings in excess
of $1 million per month,  primarily  related to reductions in future payroll and
related employer costs and lease rental costs resulting from vacated facilities.
The Company  anticipated  the  phase-in of cost  savings  beginning in the third
quarter of fiscal 2000. The Company has substantially  achieved these savings as
planned.

     In the third quarter of fiscal year 2001, the Company reversed $1.2 million
of business restructuring reserves primarily related to favorable  circumstances
in employee separations and facility related costs, as well as reduced levels of
professional and other fees.

     Asset  Impairment  Charges.  During the third  quarter of fiscal 2000,  the
Company fully reserved a note  receivable  with a carrying value of $2.7 million
generated   from  the  sale  of  its  Magnetics   division  in  fiscal  1999  as
collectibility  of the  note  was  deemed  not  likely  based  on the  declining
operating  results and liquidity of the  acquirer.  Also in the third quarter of
2000, due to the Company's overall liquidity  position,  the Company abandoned a
new  software  product  as well as its Image  Mouse  product.  As a result,  the
Company  wrote  off  associated   capitalized   software  development  costs  of
approximately  $1.6  million  and  approximately  $0.7  million  of  specialized
manufacturing assets, respectively. Further, the Company recorded impairments of
manufacturing  equipment and leasehold  improvements totaling approximately $0.6
million as a result of the discontinuation of manufacturing operations effective
October 1, 2000 pertaining to the former DatagraphiX segment.

     Interest  Expense.  Interest  expense  increased from $29.9 million for the
nine months ended June 30, 2000, to $33.1 million for the nine months ended June
30, 2001.  This  increase was the result of a higher level of  borrowings on the
revolving  credit  facility in fiscal year 2001 and higher interest rates in the
current  period  charged  against  the balance  under  terms of the  forbearance
agreement.

     Provision for Income Taxes.  The provision for income taxes of $1.2 million
for the nine months  ended June 30,  2001,  and $0.8 million for the nine months
ended June 30, 2000, related primarily to earnings of foreign subsidiaries.

Liquidity and Capital Resources

     Previously,  the Company  intended to launch an exchange  offer pursuant to
which all holders  choosing to  participate in such exchange of the $310 million
aggregate  principal  amount of its Notes ("the  Holders")  would have exchanged
their Notes for shares of Anacomp's  Common  Stock.  In order to expedite such a
financial  restructuring of the Notes, the Company  currently intends to proceed
with a prepackaged plan of  reorganization  pursuant to Chapter 11 of the United
States Bankruptcy Code (the "Prepackaged Plan"). Under the terms of the proposed
Prepackaged  Plan,  the  Notes  will be  cancelled  and the  Holders,  as of the
Effective Date of the Plan,  will receive common stock of Anacomp.  Furthermore,
the proposed  Prepackaged Plan will provide for the  extinguishment of Anacomp's
existing common stock and the adoption of new Articles of  Incorporation,  which
will provide for Class A Common Stock and Class B Common  Stock.  Class A Common
Stock and Class B Common  Stock will be  identical  in all  respects  (including
without  limitation,  for  purposes of voting)  except that Class B Common Stock
will,  upon  certain  occurrences,   be  subject  to  dilution  without  further
stockholder  action of any kind.  Holders  of  existing  common  stock as of the
Effective Date of the Prepackaged  Plan will receive one share of Class B Common
Stock for  approximately  3,611 shares of Anacomp's current common stock held as
of the  Effective  Date of the  Plan,  and  warrants  ("Warrants")  to  purchase
additional  Class B Common Stock at an exercise price of $61.54 per share.  Upon
consummation of the Prepackaged Plan, the current common stockholders of Anacomp
will retain a 0.1% interest in the  Company's  common stock and the Holders will
receive a 99.9% interest  (without  including  shares of common stock underlying
the  Warrants  or shares of Class A Common  Stock  proposed  to be  issuable  to
certain officers of Anacomp as incentive compensation).

     On  August  8,  2001,  key  representatives  of the  Holders  (the  "Ad Hoc
Noteholders  Committee")  representing  a majority  of the  aggregate  principal
amount of the  outstanding  Notes  agreed in  principle  to  participate  in the
Prepackaged Plan. Formal  acceptances to the Prepackaged Plan are still required
to be solicited and obtained  from the Holders  prior to filing the  Prepackaged
Plan.  Implementation of the Prepackaged Plan will be dependent upon the receipt
of acceptances from Holders of at least 67% of the outstanding  principal amount
and a majority in number of Holders voting on the Prepackaged Plan.

     On August 8, 2001,  the Company and the Bank Group  reached an agreement in
principle regarding  amendments to the Facility.  The agreement in principle was
reached with Fleet and is subject to credit approvals by the members of the Bank
Group.  As a  pre-condition  to the  agreement,  the Company  must  effectuate a
financial   restructuring   pursuant  to  a  pre-packaged  Chapter  11  plan  of
reorganization  by January 31,  2002.  The plan must be in the current form (see
Note 1) and substance  reasonably  satisfactory to the Bank Group.  The proposed
Facility would  maintain the current $62.1 million  limit,  with a $56.1 million
sublimit for direct  borrowing and a $6 million letter of credit  sublimit.  The
proposed  Facility  would be available  for new loans up to a Formula  Borrowing
Base  ("FBB")  when direct  borrowings  are reduced  below the FBB. The FBB will
equal an amount up to 80% of Eligible Accounts,  which include U.S. and Canadian
Accounts Receivable.

     Under the proposed  Facility,  the maturity  date would be eighteen  months
from the Closing Date of the  Restructuring of the Notes, but no later than July
31, 2003, with an extension to January 31, 2004 if a DSI sale occurs and results
in $4 million net proceeds or the Company  elects to increase the interest  rate
by 1% for the  extension  period.  Upon a closing of a sale of DSI,  the Company
would be required to make a payment to the Bank Group to permanently  reduce the
Facility.  The  payment  would be the  greater  of $4 million or 85% of net sale
proceeds as defined.  Under the proposed amendments to the Facility,  the direct
borrowings  limit would be  permanently  reduced by cash  payments of $2 million
quarterly  from  December 31, 2001 to June 30, 2002; $3 million on September 30,
2002; $2.25 million on December 31, 2002 and March 31, 2003; and $2.5 million on
June 30, 2003 and September 30, 2003.

     During the  period in which  Anacomp is  seeking  the  requisite  votes and
acceptances  in support of the  Prepackaged  Plan,  Anacomp  intends to maintain
normal and regular trade terms with its suppliers and  customers.  Additionally,
the proposed  Prepackaged Plan  contemplates that the Company's trade suppliers,
creditors,  employees and  customers  will not be adversely  affected  while the
Company is in reorganization proceeding or thereafter. There can be no assurance
that the Company's  suppliers  will  continue to provide  normal trade credit or
credit on other terms  acceptable to the Company,  if at all, or that  customers
will continue to do business or enter into new business with the Company.

     There can be no assurance  that the Company will be able to effectuate  its
Prepackaged Plan, a sale of DSI or an amendment of its restated Facility. In the
event the  Prepackaged  Plan is not  confirmed by the United  States  Bankruptcy
Court after  commencement of a bankruptcy case, the Company would be required to
negotiate,  prepare and seek approval of an alternative  plan for emergence from
reorganization.  No assurances can be given that the Company would be successful
in that effort.  It is also  possible  that the Company  could be placed into an
involuntary  bankruptcy by certain of its creditors.  In such event, the Company
may encounter  substantial  liquidity  difficulties as well as difficulties with
its existing and potential  customers and suppliers.  No assurances can be given
that the Company would be successful in that effort.

     The  accompanying  condensed  consolidated  financial  statements have been
prepared  assuming  that  the  Company  will  continue  as a going  concern.  As
discussed  above  and as shown in the  accompanying  financial  statements,  the
Company has operating and liquidity  concerns that raise substantial doubt about
the Company's ability to continue as a going concern.  There can be no assurance
that the Company will be able to restructure  successfully  its  indebtedness or
that its  liquidity  and capital  resources  will be  sufficient to maintain its
normal  operations.  The  financial  statements  do not include any  adjustments
relating to the  recoverability  and classification of asset carrying amounts or
the amount and  classification  of  liabilities  that  might  result  should the
Company be unable to continue as a going concern.

     The report of the Company's independent public accountants on the Company's
financial  statements included in its Form 10-K for the year ended September 30,
2000 contained a modification  related to the Company's ability to continue as a
going concern.

     Anacomp had  negative  working  capital of $388  million at June 30,  2001,
compared to negative  working capital of $373 million at September 30, 2000. The
working capital  deficiency is primarily due to $310 million in Notes with $42.1
million of accrued  interest and $56.1  million of  borrowings  under the senior
secured revolving credit facility. Net cash provided by operating activities was
$14.7 million  (including  non-payment of accrued interest of $24.9 million) for
the nine months ended June 30, 2001,  compared to net cash used in operations of
$32.9 million in the comparable prior year period. The $47.6 million improvement
to cash flows from  operations  from the prior year was  primarily the result of
the  non-payment  of $34 million in interest  expense on the Company's  Notes on
October 1, 2000 and April 1, 2001.

     Net cash used in  investing  activities  was $4.0  million  in the  current
nine-month  period,  compared  to cash  used in  investing  activities  of $17.3
million  in the  comparable  prior  year  period.  This  decrease  reflects  the
Company's   emphasis  to  control  its   expenditures  to  maximize   liquidity.
Expenditures  in  fiscal  year  2000  were  primarily  for  the  development  of
infrastructure  for  docHarbor.  Current year  expenditures  were  primarily for
purchases of equipment.

     Net cash provided by financing  activities  decreased  $47.1 million during
the nine  months  ended June 30,  2001,  from the same period in the prior year.
This  decrease  was  principally  the result of no net  borrowings  against  the
Facility in the current year.

     The Company's cash balance  totaled $23.6 million at June 30, 2001 compared
to $14 million at September 30, 2000.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Revenues  generated  outside of the United States, as a percentage of total
revenues,  were 30% in both  nine-month  periods  ended June 30,  2001 and 2000.
Fluctuations in foreign  exchange rates could impact  operating  results through
translation of the Company's subsidiaries' financial statements.

     The Company is exposed to market risks related to  fluctuations in interest
rates on the $310 million of 10 7/8 % Senior  Subordinated  Notes outstanding at
June 30, 2001. For fixed rate debt,  changes in interest rates generally  affect
the fair value of the debt instrument.  Interest rate risk and resulting changes
in fair value should not have an impact on the Company's operating results.

     In November  2000,  the Company  liquidated a cross currency swap agreement
and  received  $0.8 million in cash.  These  proceeds  have been  reflected as a
component of "Accumulated other comprehensive  loss" in "Stockholders'  deficit"
in the Company's June 30, 2001 Condensed Consolidated Balance Sheet.

     The Company's  bank  revolving  credit  facility is affected by the general
level of U.S.  interest rates. The Company had $56.1 million  outstanding  under
its bank line of credit on June 30, 2001. If interest rates were to increase 2%,
the Company's annual interest expense would increase  approximately $1.1 million
based on a $56.1 million outstanding balance.


<PAGE>


                                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

     On August 29, 1997,  Access Solutions  International,  Inc. ("ASI") filed a
complaint for patent infringement in the U.S. District Court,  District of Rhode
Island against  Data/Ware,  of which Anacomp is the successor by merger, and the
Eastman Kodak Company. On April 20, 2001, management settled this matter through
the  execution  of an  agreement,  the  terms of which are  confidential,  among
Anacomp, ASI and other parties. Accordingly, the Company recorded a $5.4 million
charge related to this matter in the second quarter of fiscal year 2001.

     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.

Item 3.   Defaults Upon Senior Securities

     As  discussed  in  the  Condensed  Consolidated  Financial  Statements  and
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations,  the  Company is in default in  required  interest  payments  on its
Senior Subordinated Notes and is in violation of certain provision of its Senior
Secured Revolving Credit Facility.

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

(a)  Exhibit 3.1 - Amended and Restated Articles of Incorporation of the Company
     as of February 8, 1999.

     Exhibit 3.2 - Amended and Restated  Bylaws of the Company as of February 9,
     1998.

(b)  The Company  filed no reports on Form 8-K during the quarter ended June 30,
     2001.


<PAGE>

SIGNATURES



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


                                                ANACOMP, INC.




                                                /s/ Linster W. Fox
                                                ------------------
                                                Linster W. Fox
                                                Senior Vice President and
                                                Chief Financial Officer




Date: August 14, 2001