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
                  DECEMBER 31, 2002.

                                       or

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


                         Commission File Number: 1-8328


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


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



            15378 Avenue of Science, San Diego, California 92128-3407
                                 (858) 716-3400
 (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)



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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X

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

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


<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

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

                       Condensed Consolidated Balance Sheets at
                            December 31, 2002 (unaudited) and September 30, 2002............         2

                       Condensed Consolidated Statements of Operations
                            Three Months Ended December 31, 2002 (unaudited) and 2001.......         3

                       Condensed Consolidated Statements of Cash Flows
                            Three Months Ended December 31, 2002 (unaudited) and 2001.......         4

                       Notes to the Condensed Consolidated Financial Statements, unaudited..         5

   Item 2.         Management's Discussion and Analysis of Financial
                            Condition and Results of Operations.............................        13


   Item 3.         Quantitative and Qualitative Disclosures About Market Risk...............        25

   Item 4.         Controls and Procedures..................................................        26


   PART II.        OTHER INFORMATION

   Item 1.         Legal Proceedings........................................................        27

   Item 6.         Exhibits and Reports on Form 8-K.........................................        27

   SIGNATURES...............................................................................        29

   Exhibit 99.1     Certification of Chief Executive Officer ................................       30

   Exhibit 99.2     Certification of Chief Financial Officer.................................       31

</TABLE>

<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                                                     Reorganized Company
                                                                             ___________________________________
                                                                             December 31,          September 30,
(in thousands)                                                                   2002                  2002
                                                                             _____________         _____________
<S>                                                                             <C>                       <C>
Assets                                                                        (Unaudited)
Current assets:
    Cash and cash equivalents...........................................     $      11,798         $      15,561
    Receivable on sale of Swiss subsidiaries - current portion..........            13,233                   ---
    Accounts receivable, net............................................            32,350                33,990
    Inventories, net....................................................             3,208                 3,474
    Prepaid expenses and other..........................................             4,873                 6,442
    Assets of discontinued operations...................................               ---                12,027
                                                                             _____________         _____________
Total current assets....................................................            65,462                71,494

Property and equipment, net.............................................            20,333                21,448
Reorganization value in excess of identifiable net assets...............            73,227                73,227
Intangible assets, net..................................................            10,317                10,813
Receivable on sale of Swiss subsidiaries - long-term portion............             1,234                   ---
Other assets............................................................             2,881                 3,101
                                                                             _____________         _____________
                                                                             $     173,454         $     180,083
                                                                             =============         =============
Liabilities and Stockholders' Equity
Current liabilities:
    Current portion of senior secured revolving credit facility.........     $      24,175         $      29,975
    Accounts payable....................................................             8,461                 9,797
    Accrued compensation, benefits and withholdings.....................            12,981                16,294
    Deferred revenue....................................................             7,023                 7,117
    Accrued income taxes................................................             2,277                 1,900
    Other accrued liabilities...........................................             8,849                 9,305
    Liabilities of discontinued operations..............................               ---                 4,241
                                                                             _____________         _____________
Total current liabilities...............................................            63,766                78,629
                                                                             _____________         _____________

Long-term liabilities:
    Unfunded accumulated benefit obligation.............................             6,233                 6,233
    Other long-term liabilities.........................................             3,501                 3,387
                                                                             _____________         _____________
Total long-term liabilities.............................................             9,734                 9,620
                                                                             _____________         _____________

Stockholders' equity:
    Preferred stock.....................................................               ---                   ---
    Common stock........................................................                40                    40
    Additional paid-in capital..........................................            96,975                96,942
    Accumulated other comprehensive loss................................            (2,861)               (2,836)
    Retained earnings (deficit).........................................             5,800                (2,312)
                                                                             _____________         _____________
Total stockholders' equity..............................................            99,954                91,834
                                                                             _____________         _____________
                                                                             $     173,454         $     180,083
                                                                             =============         =============
</TABLE>

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


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                          Reorganized Company   Predecessor Company
                                                                          ___________________   ___________________
(in thousands, except per share amounts)                                  Three months ended    Three months ended
                                                                           December 31, 2002     December 31, 2001
                                                                          ___________________   ___________________
<S>                                                                       <C>                   <C>
                                                                              (Unaudited)
Revenues:
    Services...........................................................    $        42,825      $         55,098
    Equipment and supply sales.........................................             10,146                12,926
                                                                          ___________________   ___________________
                                                                                    52,971                68,024
                                                                          ___________________   ___________________
Cost of revenues:
    Services...........................................................             28,994                36,630
    Equipment and supply sales.........................................              6,591                 9,874
                                                                          ___________________   ___________________
                                                                                    35,585                46,504
                                                                          ___________________   ___________________

Gross profit...........................................................             17,386                21,520
Costs and expenses:
    Engineering, research and development..............................              1,852                 1,680
    Selling, general and administrative................................             13,996                15,643
    Amortization of intangible assets..................................                496                 2,896
    Restructuring credits..............................................                ---                (1,032)
                                                                          ___________________   ___________________

Operating income from continuing operations............................              1,042                 2,333
                                                                          ___________________   ___________________

Other income (expense):
    Interest income....................................................                 69                   155
    Interest expense and fee amortization..............................               (763)               (3,114)
    Other..............................................................                (62)              265,108
                                                                          ___________________   ___________________
                                                                                      (756)              262,149
                                                                          ___________________   ___________________

Income (loss) from continuing operations before reorganization items,
    and income taxes ..................................................                286               264,482
Reorganization items...................................................                ---                13,328
                                                                          ___________________   ___________________
Income from continuing operations before income taxes..................                286               277,810
Provision for income taxes.............................................                558                   450
                                                                          ___________________   ___________________
(Loss) income from continuing operations...............................               (272)              277,360
Gain on sale of discontinued operations, net of taxes..................              8,384                   ---
                                                                          ___________________   ___________________
Net income.............................................................   $          8,112      $        277,360
                                                                          ===================   ===================

Basic and diluted per share data:
    Basic and diluted net loss from continuing operations..............   $          (0.07)
    Gain on sale of discontinued operations, net of taxes..............               2.08
                                                                          ___________________
    Basic and diluted net income.......................................   $           2.01
                                                                          ___________________

Shares used in computing basic and diluted net income per share........              4,037
                                                                          ===================
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements

<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             Reorganized           Predecessor
                                                                               Company               Company
                                                                          __________________      __________________
(in thousands)                                                            Three months ended      Three months ended
                                                                          December 31, 2002       December 31, 2001
                                                                          __________________      __________________
<S>                                                                       <C>                     <C>
                                                                             (Unaudited)
Cash flows from operating activities:
    Net income.........................................................   $           8,112       $      277,360
    Adjustments to reconcile net income to net
        cash provided by operating activities:
      Other income due to extinguishment of debt.......................                ---              (265,329)
      Adjustments of assets and liabilities to fair value..............                ---               (16,916)
      Write off of deferred debt issuance costs and unamortized
         premiums and discounts........................................                ---                 2,216
      Gain on sale of discontinued operations..........................             (8,384)                  ---
      Depreciation and amortization....................................              3,973                 7,194
      Non-cash settlement of facility lease contract...................                ---                   349
      Amortization of debt fees, premiums, and discounts...............                172                    92
      Non-cash compensation............................................                 33                   ---
       Change in assets and liabilities:
        Accounts and other receivables.................................              1,640                 3,092
        Inventories....................................................                266                   739
        Prepaid expenses and other assets..............................              1,516                   332
        Accounts payable, accrued expenses and other liabilities.......             (6,665)               (3,733)
        Accrued interest...............................................                ---                  (387)
                                                                          __________________      __________________
         Net cash provided by operating activities.....................                663                 5,009
                                                                          __________________      __________________

Cash flows from investing activities:
    Purchases of property and equipment................................               (798)               (1,075)
    Proceeds from sale of discontinued operations, net.................              1,717                   ---
                                                                          __________________      __________________
         Net cash provided by (used in) investing activities...........                919                (1,075)
                                                                          __________________      __________________

Cash flows from financing activities:
    Principal payments on revolving line of credit, net................             (5,800)               (2,000)
                                                                          __________________      __________________
         Net cash used in financing activities.........................             (5,800)               (2,000)
                                                                          __________________      __________________
Effect of exchange rate changes on cash and cash equivalents...........                455                   637
                                                                          __________________      __________________
(Decrease) increase in cash and cash equivalents.......................             (3,763)                2,571
Cash and cash equivalents at beginning of period.......................             15,561                24,308
                                                                          __________________      __________________
Cash and cash equivalents at end of period.............................   $        11,798         $       26,879
                                                                          ==================      ==================

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest...............................................   $           572         $        1,434
                                                                          ==================      ==================
  Cash paid for income taxes...........................................   $            57         $          459
                                                                          ==================      ==================
</TABLE>

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

                         ANACOMP, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Company Reorganization

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


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


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

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

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

Note 2.  Basis of Presentation

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

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

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

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

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

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

Note 3. Fresh Start Reporting

Our enterprise  value after  reorganization  at December 31, 2001 was determined
based on the  consideration  of many  factors and  resulted in a  reorganization
value  (over the fair value of  identifiable  net assets) of $73.2  million,  as
adjusted, and is reported as "Reorganization value in excess of identifiable net
assets".  Although  the asset  will not be subject  to future  amortization  (in
accordance with Statement of Financial  Accounting  Standards  ("SFAS") No. 142,
"Goodwill and Other  Intangible  Assets"),  it will be subject to, at a minimum,
annual impairment testing.

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

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

<TABLE>
<CAPTION>

(dollars in thousands; unaudited)                                       Life in Years    December 31, 2002
_______________________________________________________________________ ______________   _________________
<S>                                                                     <C>              <C>
Customer contracts and related customer relationships..................        10         $      7,600
Digital technology and intellectual property...........................         3                3,100
COM technology and intellectual property...............................        10                1,300
COM production software................................................         5                  300
                                                                                         _________________
Total..................................................................                         12,300
Less: accumulated amortization.........................................                         (1,983)
                                                                                         =================
                                                                                          $     10,317
                                                                                         =================
</TABLE>

The income due to  extinguishment  of debt,  net of taxes,  for the period ended
December 31, 2001, is calculated as follows:
<TABLE>
<CAPTION>


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


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

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

<TABLE>
<CAPTION>

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

Note 4.  Senior Secured Revolving Credit Facility

On  December  31,  2001,  Anacomp and Fleet  National  Bank,  as agent,  and its
syndicate of lenders  (collectively,  "the Bank Group")  entered into an Amended
and Restated  Revolving Credit  Agreement.  The credit agreement  provides for a
current  commitment of $39.1 million,  with a $32.9 million  sublimit for direct
borrowing and a $6.2 million letter of credit  sublimit.  The credit  commitment
will be further reduced by future periodic  scheduled  amounts and by 85% of the
net  proceeds  from the sale of the  Switzerland  subsidiaries.  The facility is
available for new  borrowings  when  borrowings  are below the direct  borrowing
sublimit.

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

At December 31, 2002, the  outstanding  revolving  credit  borrowings were $24.2
million (plus outstanding standby letters of credit of $6.2 million). During the
three-month  period ended December 31, 2002, we made net cash payments  totaling
$5.8 million and have $8.7 million of  borrowing  capacity,  after the effect of
other commitment reductions during the quarter.

The maturity date of the amended facility is June 30, 2003, with an extension to
December  31,  2003  upon  the  receipt  of the  proceeds  from  the sale of the
Switzerland  subsidiaries.  The  receipt  of the  proceeds  ($11.8  million)  is
expected to occur in March of 2003. Upon receipt of the net proceeds, we will be
required to  permanently  reduce the borrowing  sublimit of the credit  facility
commitment  and  reduce  the  outstanding  borrowings  by 85% of  the  net  sale
proceeds,  or $10.0 million.  The credit  facility  commitment  was  permanently
reduced by $0.8  million upon the initial  receipt of proceeds  from the sale in
October 2002.

The credit  agreement  bears  interest at a base rate equal to the higher of (a)
the annual rate of interest  announced  from time to time by Fleet National Bank
as its best  rate,  or (b)  one-half  of one  percent  above the  Federal  Funds
Effective  Rate,  for the portion of the facility  equal to a Formula  Borrowing
Base ("FBB").  The FBB equals 80% of eligible  accounts,  which include U.S. and
Canadian  accounts  receivable.  The rate of interest is three percentage points
higher than the base rate for the facility balance  outstanding in excess of the
FBB. Interest is due and payable monthly in arrears. The interest rate was 4.25%
for the FBB portion and 7.25% for the excess  portion at December 31,  2002.  At
December 31, 2002,  the FBB was $13.5 million and the excess of borrowings  over
the FBB was $10.7 million.

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

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

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

Under the current  facility as amended,  the facility  commitment and the direct
borrowings sublimit will be permanently reduced in the future as follows:

o    $1.125 million on March 31, 2003;
o    $1.25 million on June 30, 2003;
o    $1.25  million on September  30, 2003  (assuming  that the maturity date is
     extended as planned).

Note 5.  Sale of Switzerland and Other Operations

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

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

The sales price is payable as follows:  CHF 4.6 million,  or approximately  $3.1
million,  which was received at closing; CHF 18.2 million upon completion of the
Cominformatic  share  exchange,  no later than six months from the date closing;
CHF 1.1 million on or before  April 18,  2003;  and CHF 2.8 million on or before
April 18, 2004 upon  expiration of certain  indemnification  claim periods.  The
costs of the sale are estimated to be $2.1 million.  Effectively  all of the net
proceeds (i.e. sales price less sale costs) will be used to reduce the revolving
credit facility  balance  outstanding and 85% of such proceeds will  permanently
reduce the total  borrowing  commitment  under the terms of the  senior  secured
revolving credit facility.

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

<TABLE>
<CAPTION>

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


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

<TABLE>
<CAPTION>
                                                                Swiss Operating
                                                                    Results
                                                              __________________
                                                              Three Months Ended
                           (dollars in thousands)              December 31, 2001
                           _____________________________      __________________
                           <S>                                <C>
                           Revenues                                     $  7,505

                           Income before taxes                               869
                           Income taxes                                       60
                                                              __________________
                           Net income                                   $    809
                                                              ==================
</TABLE>

Note 6. Income Taxes

Our provision for income taxes consists of the following:

<TABLE>
<CAPTION>

                                                Reorganized Company        Predecessor Company
                                                ___________________        ___________________
                                                Three months ended         Three months ended
          (in thousands)                        December 31, 2002          December 31, 2001
          ___________________________________   ___________________        ___________________
          <S>                                   <C>                        <C>
          Federal............................   $            ---           $           ---
          State..............................                 10                        10
          Foreign............................                548                       440
                                                ___________________        ___________________
                                                $            558           $            450
                                                ===================        ===================
</TABLE>


Due to our reorganization, we have Cancellation of Debt ("COD") income estimated
to be $265.3  million.  As a result,  we were  required  to reduce,  for federal
income tax  purposes,  certain tax  attributes,  including  net  operating  loss
carryforwards  and property  basis by the amount of the COD.  These  adjustments
were  determined  at the end of our fiscal year ending  September  30,  2002.  A
deferred tax liability has been  recorded for COD,  book  intangible  assets and
certain  temporary  differences.  A deferred tax asset has been recorded for tax
goodwill in excess of book reorganization asset, certain temporary  differences,
net  operating  losses  and other tax basis  carryforwards.  We have  recorded a
valuation  allowance in the amount of $41.8 million in order to fully offset the
net deferred tax asset. At December 31, 2002, our most significant  deferred tax
assets and liabilities relate to temporary differences for COD and net operating
losses.  These timing  differences  were  realized,  offset and reversed with no
impact on the net value of the deferred tax asset at December 31, 2002.

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

Note 7. Restructuring Activities

In fiscal year 2002, we recorded a restructuring  charge of $2.1 million related
to the  reorganization  of our  operations  from two  business  units to one. We
reorganized  our  workforce by  combining  the field  organizations  of Document
Solutions  and  Technical  Services  into  one  organization,   establishing  an
executive  level  position to oversee  all sales and  marketing  activities  and
implementing  a single  support  group  for our data  centers,  Web  Presentment
operations,  field services  operations and process quality.  The  restructuring
charges  included  $1.6 million in employee  severance  and  termination-related
costs for  approximately 100 employees,  all of whom have left the company.  The
severance  payments will be completed by the second  quarter of fiscal 2003. The
restructuring charges also include approximately $0.5 million for the closure of
a data center for which  payments will continue  until the lease expires in July
2004. Of the $0.5 million,  $69 thousand  represents a non-cash  charge to write
off the net book value of  leasehold  improvements  located  in the closed  data
center.

In the second and third  quarters of 2000, we effected a  reorganization  of our
workforce  in the  United  States  and  Europe  along  our  lines  of  business,
reorganized  parts of our  corporate  staff  and  phased  out our  manufacturing
operations.  To  accomplish  the  reorganization  of our workforce and corporate
staff, we reassessed job responsibilities and personnel  requirements in each of
our continuing  business units and corporate staff.  The assessment  resulted in
substantial   permanent  personnel   reductions  and  involuntary   terminations
throughout  our  organization,  primarily  in our  European  operations  and our
corporate and manufacturing  staff. We recorded  restructuring  charges of $14.6
million  related to these actions.  Employee  severance and  termination-related
costs were for approximately  300 employees,  all of whom have left the company;
we have paid all  related  severance.  Other fees  relate to  professional  fees
associated  with  negotiations  to  terminate  facility  leases and other  costs
associated  with  implementation  of our new  business  unit  structure  and the
reorganization of our business units into separate  entities.  We have also paid
these fees.  In the first  quarter of fiscal year 2002,  we vacated our Japanese
facility,  terminated  substantially  all related  personnel and undertook other
procedures  to wind  down our  Japanese  subsidiary.  As a result,  we  reversed
approximately $1 million of fiscal 2000 business  restructuring  reserves due to
favorable circumstances related to the shutdown. Our closure costs to vacate the
facility in Japan,  costs to fulfill our contract  obligations and severance and
related  professional costs up to that time were less than we anticipated at the
time we recorded the accrual.  As of December 31, 2002, the remaining  liability
related to  international  facility  costs is  expected to be paid by the end of
December 2003.

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

The  following  tables  present the activity  and balances of the  restructuring
reserves from September 30, 2002 to December 31, 2002 (in thousands):

<TABLE>
<CAPTION>

              Fiscal Year 2002 Restructuring
       __________________________________________________________________________________________
                                                              Payments and
                                      September 30, 2002       Deductions       December 31, 2002
       ____________________________   __________________      _______________   _________________
       <S>                                                    <C>               <C>
       Employee Separations                    $     233          $     (187)           $      46
       Facility Closing                              325                 (43)                 282
                                      __________________      _______________   _________________
                                               $     558          $     (230)           $     328
                                      ==================      ===============   =================
</TABLE>

<TABLE>
<CAPTION>

             Fiscal Year 2000 Restructuring
       __________________________________________________________________________________________
                                                              Payments and
                                      September 30, 2002       Deductions       December 31, 2002
       ____________________________   __________________      _______________   _________________
       <S>                                                    <C>               <C>
       Facility Closing                        $      77           $     (17)           $      60
       Contract Obligations                          126                  ---                 126
                                      __________________      _______________   _________________
                                               $     203           $     (17)           $     186
                                      ==================      ===============   =================
</TABLE>


Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                              Reorganized Company
                                                                    _______________________________________
(in thousands)                                                      December 31, 2002    September 30, 2002
_________________________________________________________________   __________________   __________________
<S>                                                                 <C>                  <C>

  Finished goods, including purchased film.......................    $        1,961         $      1,766
  Consumable spare parts and supplies............................             1,247                1,708
                                                                    __________________   __________________
                                                                     $        3,208         $      3,474
                                                                    ==================   ==================
</TABLE>

Note 9. Defined Benefit Plan

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

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

Almost all of the plan participants are inactive. As a result, we are amortizing
the  unfunded  liability  over the  25-year  remaining  life  expectancy  of the
inactive participants as required by Financial Accounting Standard (FAS) No. 87,
"Employers'  Accounting  for  Pensions." In the three months ended  December 31,
2002,  amortization of unfunded  accumulated  benefit obligation expense was $48
thousand and is reflected in "Selling,  general and  administrative"  expense in
the Condensed  Consolidated  Statement of Operations and as  amortization in the
Comprehensive Income table in Note 11 as prescribed by FAS No. 87.

Note 10.  Foreign Currency Contracts

On October 15, 2002, we entered into three Swiss Franc (CHF)  forward  contracts
to  protect  the  value  of the  expected  cash  receipts  from  the sale of our
Switzerland  operations.  The contracts protect Anacomp against an exchange rate
above 1.5425.  The first forward  contract was written in the amount of CHF 18.2
million and expired on January 29, 2003. At  expiration,  the forward option was
replaced  with another  short-term  option for the same amount,  which  provides
$11.8 million in U.S. dollar proceeds on March 3, 2003.

The second  forward  contract  was  written in the amount of CHF 2.1 million and
expires on April 15, 2003. We receive full exchange benefits for a lower rate on
CHF 1.0  million of the  contract  and the  remaining  CHF 1.1  million  will be
converted at 1.5425.  The minimum U.S.  dollar  proceeds  received would be $1.4
million if the buyer releases all funds.

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

The Other Expense category of our Condensed Consolidated Statement of Operations
includes the  recognition of $43 thousand of expense from currency  fluctuations
related to the Swiss receivable, the forward contracts and sale costs.

Note 11.  Comprehensive income

Comprehensive income consists of the following components:

<TABLE>
<CAPTION>
                                                    Reorganized Company           Predecessor Company
                                                    ___________________           ___________________
                                                    Three months ended            Three months ended
       (in thousands)                                December 31, 2002             December 31, 2001
       ___________________________________________  ___________________           ___________________
       <S>                                          <C>                           <C>
       Net income.................................    $        8,112                 $   277,360
       Change in foreign currency translation.....               (73)                        639
       Amortization of unfounded accumulated
          benefit obligation......................                48                         ---
                                                    ___________________           ___________________
       Comprehensive income.......................    $        8,087                 $   277,999
                                                    ===================           ===================
</TABLE>

Note 12.  Income or Loss Per Share

Basic  income or loss per share is  computed  based  upon the  weighted  average
number of shares of Anacomp's common stock  outstanding  during the period.  For
the three  months  ended  December 31,  2002,  potentially  dilutive  securities
included 783,077  outstanding  warrants to purchase Class B Common Stock,  which
were issued as part of the  reorganization.  These  warrants  were excluded from
diluted  income per share as they were  anti-dilutive  using the treasury  stock
method. Basic and diluted net income amounts for the three months ended December
31,  2001  have not been  presented  as they are not  comparable  to  subsequent
periods due to the implementation of Fresh Start Reporting (see Note 3).

Note 13.  Recent Accounting Pronouncements

Pursuant to Statement of Position 90-7,  Anacomp has  implemented the provisions
of  accounting  principles  required to be adopted  within  twelve months of the
adoption of Fresh  Start  Reporting  as of  December  31,  2001,  including  the
following  standards,  however,  excluding  SFAS No. 146, which is not effective
until after December 31, 2002:

On October 3, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived  Assets",  which  addresses  financial  accounting and
reporting  for the  impairment  or  disposal  of  long-lived  assets,  and which
supercedes   SFAS  No.  121.  SFAS  No.  144  also  reduces  the  threshold  for
discontinued  operations  reporting  to a component  of an entity  rather than a
segment of a business as required under Accounting  Principles  Bulletin No. 30,
"Reporting  the Results of  Operations - Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions."  As a result of the changes whereby a component of an
entity can qualify for  discontinued  operations  presentation,  the sale of our
Switzerland  subsidiary,  effective  October 1, 2002 (see Note 5) required  such
presentation  whereas  under  APB 30 it would  not have  qualified.  We have not
separately  disclosed the results of operations of our Switzerland  subsidiaries
in the Statement of Operations  for the three months ended December 31, 2001, as
required by SFAS No. 144 as the related amounts were not material.

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

This  Statement  also  establishes  that fair value is the objective for initial
measurement of the liability.  Severance pay under Statement 146, in many cases,
would be recognized over time rather than up front. The FASB decided that if the
benefit  arrangement  requires  employees  to  render  future  service  beyond a
"minimum  retention period" a liability should be recognized as employees render
service  over the future  service  period  even if the benefit  formula  used to
calculate an employee's  termination benefit is based on length of service.  The
provisions of this Statement are effective for exit or disposal  activities that
are initiated after December 31, 2002,  with early  application  encouraged.  We
anticipate  adopting SFAS No. 146 in the second  quarter of fiscal year 2003 and
do not expect it to have a material impact on our financial  position or results
of operations.

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations",  and SFAS
No. 142, "Goodwill and Other Intangible  Assets." SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after June 30, 2001. The Company adopted SFAS No. 142 beginning  January 1, 2002
upon  application  of Fresh  Start  Reporting  (See  Note 3). As a result of the
implementation  of Fresh Start Reporting,  all goodwill on the books at December
31, 2001 was eliminated.  Under SFAS No. 142,  purchased goodwill and intangible
assets with indefinite lives are no longer amortized, but instead are tested for
impairment  at least  annually.  Accordingly,  the  Company  does  not  amortize
goodwill  and  intangible  assets with  indefinite  lives as of January 1, 2002.
Intangible  assets with finite lives,  primarily  customer  contracts,  customer
relationships  and  proprietary  technology  will be amortized over their useful
lives.

The following  table  reconciles  our net income to net income  adjusted for the
amortization of intangible assets and goodwill. Due to our net loss tax position
in prior years, no tax benefit was realized from this expense.

<TABLE>
<CAPTION>
                                                        Reorganized Company         Predecessor Company
                                                        ____________________        ____________________
                                                        Three months ended          Three months ended
                                                           December 31,                December 31,
        (in thousands)                                         2002                        2001
        ______________________________________________  ____________________        ____________________
        <S>                                             <C>                         <C>
        Net income as reported                                   $  8,112                  $ 277,360
        Goodwill amortization                                         ---                      2,629
                                                        ____________________        ____________________
        Net income excluding effect of goodwill
          amortization                                           $  8,112                  $ 279,989
                                                        ====================        ====================
</TABLE>

We completed our annual  goodwill  impairment  test as of September 30, 2002 and
found there to be no indicators of impairment.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of SFAS No. 4, 44, and
64,  Amendment  of FASB SFAS No. 13, and  Technical  Corrections."  Part of this
statement   rescinds  FASB  SFAS  No.  4,  "Reporting   Gains  and  Losses  from
Extinguishment of Debt". As a result,  gains and losses from  extinguishments of
debt should be classified as extraordinary  items only if they meet the criteria
of  Accounting  Principles  Board Opinion No. 30. The provision of the Statement
related to the  rescission of SFAS 4 shall be applied in fiscal years  beginning
after  May  15,  2002.  Any  gain or loss on  extinguishment  of debt  that  was
classified as an  extraordinary  item in prior periods  presented  that does not
meet the  criteria in Opinion 30 for  classification  as an  extraordinary  item
shall be reclassified. As a result, we have reclassified the previously reported
$265.3 million extraordinary gain on extinguishments of debt to Other, under the
Other  income  (expense)  heading in the  Condensed  Consolidated  Statement  of
Operations for the three months ended December 31, 2001.

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

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

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

o    general economic and business conditions;
o    industry trends and growth rates;
o    industry capacity;
o    competition;
o    future technology;
o    raw materials costs and availability;
o    currency fluctuations;
o    the loss of any significant customers or suppliers;
o    changes in business strategy or development plans;
o    litigation issues;
o    successful development of new products and services;
o    anticipated  financial  performance and  contributions  of our products and
     services;
o    availability, terms and deployment of capital;
o    ability to meet debt service obligations;
o    availability of qualified personnel;
o    changes  in,  or the  failure  or  inability  to  comply  with,  government
     regulations; and
o    other  factors  referenced  in this  report  and in  other  public  filings
     including  our Form 10-K for the year  ended  September  30,  2002 and Form
     S-1/A filed on June 12, 2002.


Overview and Recent Events

Our 2001 Bankruptcy

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

Critical Accounting Policies and Estimates

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

Our critical accounting policies are as follows:

o    revenue recognition;
o    estimating  valuation  allowances  and accrued  liabilities,  including the
     allowance for doubtful accounts, inventory valuation and assessments of the
     probability  of the outcomes of our current  litigation  and  environmental
     matters;
o    accounting for income taxes; and
o    valuation of long-lived, intangible and reorganization assets.

Revenue  Recognition.  We recognize  contract  revenue for the  development  and
implementation of document services  solutions under contracts over the contract
period based on output  measures as defined by deliverable  items  identified in
the contract.  We make  provisions  for estimated  losses on contracts,  if any,
during  the  period  when  the  loss  becomes  probable  and  can be  reasonably
estimated.

In  accordance  with SOP 97-2,  "Software  Revenue  Recognition,"  we  recognize
revenues from  software  license  agreements  provided that all of the following
conditions are met:

o    a non-cancelable license agreement has been signed;
o    the software  has been  delivered  and there are no material  uncertainties
     regarding customer acceptance;
o    fees are fixed or determinable;
o    collection of the resulting  receivable is deemed  probable and the risk of
     concession is deemed remote; and
o    we have no other significant obligations.

For contracts with multiple  obligations,  we unbundle the respective components
to  determine  revenue  recognition  using  vendor-specific  objective  evidence
(VSOE). In instances where VSOE is not determinable,  all of the related revenue
is deferred and amortized over the contract period.

We record  revenues  from  sales of  products  and  services  or from  leases of
equipment under sales-type leases based on shipment of products (and transfer of
risk of loss),  commencement  of the  lease,  or  performance  of  services.  We
recognize  operating  lease revenues  during the  applicable  period of customer
usage. We recognize  revenue from maintenance  contracts ratably over the period
of the related contract. Amounts billed in advance of our performing the related
services  are  deferred  and  recognized  as revenues as they are earned.  Under
sales-type  leases,  we record as revenue the present  value of all payments due
under the lease,  charge the cost of sales with the book value of the  equipment
plus installation costs, and defer and recognize future interest income over the
lease term.

Allowance  for  doubtful   accounts,   inventory   valuations,   litigation  and
environmental  matters.  We must make estimates of the  uncollectability  of our
accounts receivable.  When evaluating the adequacy of the allowance for doubtful
accounts,  we specifically analyze accounts receivable as well as historical bad
debts, customer  concentrations,  customer  credit-worthiness,  current economic
trends and  changes in our  customer  payment  terms.  Our  accounts  receivable
balance  was $32.4  million,  net of  allowance  for  doubtful  accounts of $2.6
million, as of December 31, 2002.

We write down our inventory for estimated obsolescence or unmarketable inventory
equal to the difference  between the cost of inventory and the estimated  market
value based upon  assumptions  about  future  demand and market  conditions.  If
actual market  conditions are less favorable than  management  projects,  we may
need to write down additional inventory.

We estimate ranges of liability  related to pending  litigation  based on claims
for which we can determine the  probability  of loss and estimate the amount and
range of loss.  When an estimate  of loss is deemed  probable we record our best
estimate of the  expected  loss or the minimum  estimated  liability  related to
those  claims,  where  there  is an  estimable  range of  loss.  Because  of the
uncertainties  related  to both the  outcomes  and  ranges of loss on  currently
pending litigation, we have not accrued for any litigation losses as of December
31,  2002.  As  additional  information  becomes  available,  we will assess the
potential  liability related to our pending  litigation and revise our estimates
as necessary.  Such revisions in our estimates of the potential  liability could
materially impact our results of operations and financial position.

Xidex  Corporation,  a company that we acquired in 1988,  was  designated by the
United  States   Environmental   Protection  Agency  ("EPA")  as  a  potentially
responsible  party for  investigatory  and cleanup  costs  incurred by state and
federal  authorities  involving  locations  included on a list of EPA's priority
sites for  investigation  and remedial  action  under the federal  Comprehensive
Environmental Response,  Compensation,  and Liability Act. At December 31, 2002,
we have an estimated  EPA  liability  for cleanup  costs for the  aforementioned
locations and other sites totaling $1.2 million. Remedial action required by the
EPA may exceed our current  estimates  and reserves and we may incur  additional
expenses related to environmental clean up.

Accounting  for  income  taxes.   As  part  of  the  process  of  preparing  our
consolidated  financial  statements we are required to estimate our income taxes
in  each of the  jurisdictions  in  which  we  operate.  This  process  involves
estimating  our actual current tax liability  together with assessing  temporary
differences  resulting from differing  treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities, which
are included  within our  Consolidated  Balance  Sheet.  We must then assess the
likelihood  that our deferred tax assets will be recovered  from future  taxable
income  and to the  extent we  believe  that  recovery  is not  likely,  we must
establish  a  valuation  allowance.  To the  extent  we  establish  a  valuation
allowance or increase  this  allowance  in a period,  we must include an expense
within the tax provision in the statement of operations.

Significant  management  judgment is required in  determining  our provision for
income  taxes,  our  deferred  tax  assets  and  liabilities  and any  valuation
allowance  recorded  against our net deferred  tax assets.  The net deferred tax
asset  as of  December  31,  2002  was  $0,  net  of a  valuation  allowance  of
approximately  $41.8  million,  due to  uncertainties  related to our ability to
utilize our net deferred tax assets before they expire. The valuation  allowance
is based on our estimates of taxable income by  jurisdiction in which we operate
and the period over which our  deferred tax assets will be  recoverable.  In the
event that  actual  results  differ  from  these  estimates  or we adjust  these
estimates in future periods we could  materially  impact our financial  position
and results of operations.

The tax benefits of pre-reorganization  net deferred tax assets will be reported
first as a reduction  of the  reorganization  asset and then as a  reduction  to
non-current intangible assets arising from the reorganization,  and finally as a
credit to stockholders' equity. These tax benefits will not reduce future income
tax expense for financial reporting purposes.

Valuation of long-lived,  intangible and  reorganization  assets.  We assess the
impairment of identifiable  intangibles,  long-lived  assets and  reorganization
value in excess of identifiable assets annually or whenever events or changes in
circumstances  indicate that the carrying value may not be recoverable.  Factors
we consider  important  which could  trigger an  impairment  review  include the
following:

o    significant  underperformance  relative to  historical  trends or projected
     future operating results;
o    significant  changes in the manner of our use of our assets or the strategy
     for our overall business, including potential asset dispositions;
o    significant negative industry or economic trends;
o    significant decline in our stock price for a sustained period; and
o    our market capitalization relative to net book value.

When we determine that the carrying value of intangibles,  long-lived assets and
reorganization value in excess of identifiable net assets may not be recoverable
based upon the existence of one or more of the above  indicators of  impairment,
we measure any impairment based on a projected discounted cash flow method using
a discount rate  determined by our management to be  commensurate  with the risk
inherent  in our current  business  model.  Net  intangible  assets,  long-lived
assets,  and reorganization  value in excess of identifiable  assets amounted to
$108 million as of December 31, 2002.

Our  enterprise  value  of $150  million  before  consideration  of  debt  after
reorganization at December 31, 2001 was determined based on the consideration of
many factors and various valuation methods, including:

o    discounted cash flow analysis;
o    selected publicly-traded company market multiples;
o    selected acquisition transaction multiples; and
o    applicable  ratios and  valuation  techniques  believed by management to be
     representative of our business and industry.

The cash flows  valuation  utilized  five-year  projections  assuming a weighted
average  cost of capital  rate of  approximately  13.5%.  A  terminal  value was
determined  using  a  multiple  of our  estimated  fifth  year  earnings  before
interest, other income, reorganization items, asset impairment and restructuring
charges, taxes, depreciation and amortization, and extraordinary items (EBITDA),
together with the net present value of the five-year  projected cash flows.  The
excess of the  reorganization  value  over the fair  value of  identifiable  net
assets  of $73.2  million  is  reported  as  "Reorganization  value in excess of
identifiable net assets" and will not be subject to future amortization (similar
to goodwill) in  accordance  with  Statement of Financial  Accounting  Standards
("SFAS")  No.  142,  "Goodwill  and Other  Intangible  Assets"  as issued by the
Financial Accounting Standards Board ("FASB"). The asset is subject to reduction
for  current  income tax  expense  that  utilizes  pre-reorganization  generated
deferred tax assets.  The utilization of these deferred tax assets are reflected
as a  reduction  of the  "Re-organization  value in excess of  identifiable  net
assets" value.

For  enterprise  valuation  purposes,  we estimated  our revenues and cash flows
through fiscal year 2006. We projected continued declines in COM and COM-related
revenues  at a rate of  approximately  20%  annually  and growth in digital  and
Multi-Vendor  Services and product  offerings.  Our projections also assumed the
following:

o    the elimination of our subordinated notes and related interest;
o    our  continuing  cost  reduction  through  consolidation  of facilities and
     adjustments to our labor force to maintain COM gross margin levels;
o    our recent cost reduction activities and restructurings; and
o    the completion of our bankruptcy and related legal and professional costs.

The  assigned  fair  values  of the  Reorganized  Company  and  its  assets  and
liabilities  represent  significant  estimates  that we made  based on facts and
circumstances   currently  available.   Valuation   methodologies   employed  in
estimating fair values also require the input of highly  subjective  assumptions
and  predictions  of future  events and  operations.  Actual  future  events and
results  could differ  substantially  from  management's  current  estimates and
assumptions.  Unfavorable  changes  compared to our  projections  used for Fresh
Start Reporting purposes (which were based on our best estimates and information
available at that time) could result in future impairments of our reorganization
asset and identifiable intangible assets, which could be material.

Results of Operations

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

     General.  We reported net income of $8.1 million for the three months ended
December  31,  2002,  primarily  as a result of the sale in October  2002 of our
Switzerland  subsidiaries.  In the three  months ended  December  31,  2001,  we
reported  net income of $277  million,  primarily as a result of other income of
$265.3 million  resulting from the  cancellation  of the Company's  subordinated
notes,  related  accrued  interest  and  reorganization  items  (positive  $13.3
million). Both MVS and Web presentment revenues grew at a double-digit rate over
the prior year revenue.  However, COM based revenues continued to decline in the
three months ended December 31,2002,  in line with historical  trends.  Our cash
flows from  continuing  operations  for the three months ended December 31, 2002
totaled $0.7 million,  which, in addition to our September 30, 2002 cash on hand
and initial net proceeds from the sale of our Switzerland subsidiaries,  enabled
us to reduce our outstanding  credit facility balance by $5.8 million during the
three months ended December 31, 2002.

     Revenues.  Our  revenues  totaled  $53.0  million in the three months ended
December 31, 2002, a decrease of 22%, or $15.0  million,  from $68.0  million in
the three months ended December 31, 2001.

We define our product lines as follows:

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

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

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

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

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

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

<TABLE>
<CAPTION>

                                                Three Months Ended December 31,
                                                _______________________________

                                                                                             Percentage
    Product Line                            2002              2001            Change            change
    ------------                            ----              ----            ------            ------
    <S>                                     <C>               <C>              <C>              <C>

    MVS                                    $ 8,117          $ 6,513           $ 1,604           24.6%

    Web Presentment                          4,783            3,176             1,607           50.6

    CD/Digital                               7,329           14,573            (7,244)         (49.7%)

    COM/Other Output Services               19,158           25,521            (6,363)         (24.9%)

    COM Professional Services                5,538            7,165            (1,627)         (22.7%)

    Equipment/Supplies                       8,046           11,076            (3,030)         (27.4%)
                                          ________          ________        __________

    Total                                 $ 52,971          $ 68,024        $ (15,053)         (22.1%)
                                          ========          ========        ==========
</TABLE>


In fiscal year 2002, we committed to a plan to sell our  Switzerland  operations
and we sold two smaller  operating units. The results of the operations of those
units are not  material  to our  operating  results  in the three  months  ended
December  31, 2001.  Our revenues for the three months ended  December 31, 2001,
excluding those operations sold in fiscal year 2002, would have been as follows:
MVS $6,459; Web Presentment $3,048; CD/Digital $8,513; COM/Other Output Services
$24,954; COM Professional Services $6,886; Equipment/Supplies $10,659, for total
revenue of $60,519.

The $1.6  million,  or 24.6%,  increase  in MVS  revenues  over the  prior  year
three-month period reflects the continued increase in new OEM agreements and the
resulting continued growth in our Multi-Vendor  Services (services provided for,
and sales of, products manufactured by other companies)  offerings.  This year's
MVS  revenues  represent  59% of  maintenance  related  revenues  (MVS  plus COM
Professional  Services).  In the prior year  three-month  period MVS represented
only 48% of maintenance related revenues.

Web presentment  revenues increased $1.6 million,  or 50.6%, over the prior year
three month period ended  December 31, 2001.  This  reflects the addition of new
customers  and  additional  revenue  from  established  customers  as they  have
increased the number of their applications utilizing our Web services.

CD/Digital  revenue  declined $7.2 million,  or 49.7%,  from prior year revenue.
This decrease was primarily the result of the sale of our  Switzerland and other
operations in fiscal year 2002. CD/Digital revenue from these operations totaled
$6.1 million in the  three-months  ended December 31, 2001. The remainder of the
decline  is the result of lower per unit  pricing  as the CD service  has become
less  specialized  and more of a  commodity  and as  customers  have  opted  for
in-house on-line solutions.

COM/Other  Output Services  revenue  declined $6.4 million,  or 24.9%,  from the
prior year  three-month  period.  This decline  reflects the  decreased  volumes
processed  in our data  centers and  continues  the trend  experienced  in prior
years.  We expect that COM revenues  will  continue to decline in future  fiscal
years.

COM Professional  Services  revenues  declined $1.6 million,  or 22.7%, from the
prior year.  This decline  reflects the continued  decrease in the number of COM
units in  operation  worldwide.  We expect  that the  number of COM units in use
worldwide  will  continue to decline as  organizations  choose to outsource  the
functions to service centers,  such as those operated by us, or elect to utilize
other options such as CD or on-line software systems.

Equipment and supplies revenue declined $3.0 million,  or 27.4%,  from the prior
year.  This decrease was largely the result of the decline in demand for and use
of COM units.

     Gross  Margins.  Our gross  margin as a  percentage  of revenues  increased
slightly from 31.6% ($21.5 million) for the three months ended December 31, 2001
to 32.8% ($17.4  million) for the three months ended  December 31, 2002. We were
able to maintain the gross margin  percentage  of revenues  through cost savings
resulting from our recent and prior restructuring activities, which included the
consolidation and downsizing of facilities and reductions in our work force.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expenditures increased $0.2 million, or 10.2%, over the prior year.
These costs  represented  3.5% and 2.5% of total  revenues  for the three months
ended  December  31,  2002  and  2001,  respectively.  These  expenses  will not
necessarily have a direct or immediate  correlation to revenues.  We continue to
build  and  support  our  outsource  service  solutions  base and  corresponding
internet and digital technologies.

     Selling,  General and  Administrative.  SG&A expenses  decreased from $15.6
million for the three months  December  31, 2001 to $14.0  million for the three
months ended December 31, 2002. The $1.6 million,  or 10.6%,  decrease  resulted
primarily  from the sale of  Switzerland,  which  had $1.3  million  of  related
expenses in the prior year period.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
decreased 82.9%, from $2.9 million for the three months ended December 31, 2001,
to $0.5  million for the three months  ended  December 31, 2002.  The prior year
period amortization  expense represented the amortization of goodwill related to
acquisitions in prior years.  All goodwill  assets from the Predecessor  Company
were  eliminated in  conjunction  with Fresh Start  Reporting.  Fiscal year 2003
amortization expense reflects the amortization of identifiable intangible assets
valued as part of Fresh Start Reporting.

     Reorganization  Items.  Reorganization  items  in the  three  months  ended
December  31,  2001,  represent  expenses  and  adjustments  resulting  from our
reorganization  and consist of  professional  fees  incurred  subsequent  to our
Chapter 11 filing totaling $1 million, fair value adjustments made to assets and
liabilities  totaling $16.9 million and other asset  write-offs and  settlements
totaling  $2.6 million  (primarily  related to our  extinguished  debt) in Fresh
Start Reporting.

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

     Interest Expense and Fee  Amortization.  Interest expense decreased to $0.8
million for the three months  ended  December 31, 2002 from $3.1 million for the
three months  ended  December 31,  2001.  Prior year expense  included  interest
(approximately  $1.7 million) on our senior subordinated notes up to October 19,
2001,  the date we filed  Chapter 11  bankruptcy.  The remainder of expense from
both periods is related  primarily to interest on the senior  secured  revolving
credit facility.

     Provision for Income Taxes.  The provision for income taxes of $0.6 million
and $0.5  million  for the  three  months  ended  December  31,  2002 and  2001,
respectively, related primarily to earnings of foreign subsidiaries.

     Gain on Sale of Discontinued Operations. In the three months ended December
31,  2002,  we  realized a gain of $8.4  million on the sale of our  Switzerland
subsidiaries.   This  sale  was  effective  October  1,  2002.  The  Switzerland
operations were not material to our  consolidated  results prior to December 31,
2001.  As a result the  statements  of  operations  for the three  months  ended
December 31, 2001 do not segregate the Switzerland operations as discontinued.

Liquidity and Capital Resources

Our legacy  business  (COM) has  declined in recent years and is  forecasted  to
continue to decline as new technologies become available and are accepted in the
marketplace.  Our ability to generate  sufficient cash to fund operations and to
meet future bank  requirements  is  dependent  on  successful  and  simultaneous
management of the decline in COM as well as the expansion of alternative service
offerings. Other factors, such as an uncertain economy, levels of competition in
the document management  industry,  and technological  uncertainties will impact
our ability to generate cash and maintain liquidity.  Although no assurances can
be given,  management  believes  that the actions taken over the past two years,
including new and enhanced product and service  offerings,  company  downsizing,
cost  control  measures  and the debt  restructuring  from our  bankruptcy  have
positioned us for a return to  profitability  and maintenance of sufficient cash
flows from  operations to meet our operating,  capital and debt  requirements in
the normal course of business for at least the next twelve months.

On  December  31,  2001,  Anacomp and Fleet  National  Bank,  as agent,  and its
syndicate of lenders  (collectively,  "the Bank Group")  entered into an Amended
and Restated  Revolving Credit  Agreement.  The credit agreement  provides for a
current  commitment of $39.1 million,  with a $32.9 million  sublimit for direct
borrowing and a $6.2 million letter of credit  sublimit.  The credit  commitment
will be further reduced by future periodic  scheduled  amounts and by 85% of the
net  proceeds  from the sale of the  Switzerland  subsidiaries.  The facility is
available for new  borrowings  when  borrowings  are below the direct  borrowing
sublimit.

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

At December 31, 2002, the  outstanding  revolving  credit  borrowings were $24.2
million (plus outstanding standby letters of credit of $6.2 million). During the
three-month  period ended December 31, 2002, we made net cash payments  totaling
$5.8 million and have $8.7 million of  borrowing  capacity,  after the effect of
other commitment reductions during the quarter.

The maturity date of the amended facility is June 30, 2003, with an extension to
December  31,  2003  upon  the  receipt  of the  proceeds  from  the sale of the
Switzerland  subsidiaries.  The  receipt  of the  proceeds  ($11.8  million)  is
expected to occur in March of 2003. Upon receipt of the net proceeds, we will be
required to  permanently  reduce the borrowing  sublimit of the credit  facility
commitment  and  reduce  the  outstanding  borrowings  by 85% of  the  net  sale
proceeds,  or $10.0 million.  The credit  facility  commitment  was  permanently
reduced by $0.8  million upon the initial  receipt of proceeds  from the sale in
October 2002.

The credit  agreement  bears  interest at a base rate equal to the higher of (a)
the annual rate of interest  announced  from time to time by Fleet National Bank
as its best  rate,  or (b)  one-half  of one  percent  above the  Federal  Funds
Effective  Rate,  for the portion of the facility  equal to a Formula  Borrowing
Base ("FBB").  The FBB equals 80% of eligible  accounts,  which include U.S. and
Canadian  accounts  receivable.  The rate of interest is three percentage points
higher than the base rate for the facility balance  outstanding in excess of the
FBB. Interest is due and payable monthly in arrears. The interest rate was 4.25%
for the FBB portion and 7.25% for the excess  portion at December 31,  2002.  At
December 31, 2002,  the FBB was $13.5 million and the excess of borrowings  over
the FBB was $10.7 million.

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

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

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

Under the current  facility as amended,  the facility  commitment and the direct
borrowings sublimit will be permanently reduced in the future as follows:

o    $1.125 million on March 31, 2003;
o    $1.25 million on June 30, 2003;
o    $1.25  million on September  30, 2003  (assuming  that the maturity date is
     extended as planned).

As of February 10, 2003, the outstanding  revolving credit borrowings were $25.7
million and borrowing capacity was $7.2 million.

Our credit facility  currently  matures on June 30, 2003. It will  automatically
extend  to  December  31,  2003,  upon  payment  to the bank of the  Switzerland
subsidiary  sale  proceeds  that we expect to receive in March of 2003. No later
than  December  31,  2003,  we will be  required to either  repay any  remaining
principal  or  refinance  the  credit  facility.  We  believe we will be able to
refinance the facility prior to that date, although,  there can be no assurances
that such financing will be available on terms acceptable to us, if at all.

We had positive  working capital of $1.7 million at December 31, 2002,  compared
to negative  working capital of $7.1 million at September 30, 2002. The positive
working  capital at  December  31, 2002  resulted  from our  receivable  for the
remaining  proceeds  due from the sale of our  Switzerland  subsidiaries,  which
includes a gain of $8.4 million. The working capital deficiency at September 30,
2002, was primarily  related to the current period  classification  of our $30.0
million revolving credit facility, due June 30, 2003, as current.

Net cash provided by continuing operations was $0.7 million for the three months
ended December 31, 2002,  compared to $5.0 million in the comparable  prior year
period. The prior period amount includes  approximately $1.4 million contributed
by discontinued  operations.  The current year amount was negatively impacted by
our December 2002, $3 million prefunding of a payroll liability which was due in
early January 2003.

Net cash  provided  by  investing  activities  was $0.9  million in the  current
three-month  period,  compared  to cash  used in  investing  activities  of $1.1
million in the comparable  prior year period.  The current year period  included
the net  cash  proceeds  from  the  initial  payment  due  from  the sale of our
Switzerland  subsidiaries.   Expenditures  in  both  years  were  primarily  for
purchases of equipment.

Net cash used in  financing  activities  was $5.8  million  during  the  current
three-month period, compared to $2.0 million used in financing activities in the
prior year  period.  In both  periods,  cash was used to pay down the  revolving
credit facility.

Our cash balance  totaled  $11.8  million at December 31, 2002 compared to $15.6
million at September 30, 2002.  Approximately  67% of the December 31, 2002 cash
balance is located at our foreign subsidiaries  compared to approximately 49% at
September 30, 2002.  Our use of excess cash as additional  payments  against our
credit  facility  and the  prefunding  of a  domestic  payroll  resulted  in the
decrease of domestic cash on hand.

RISK FACTORS

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

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

On October 19,  2001 we filed a  voluntary  petition  for  reorganization  under
Chapter 11 of the U.S. Bankruptcy Code and a prepackaged plan of reorganization.
The Bankruptcy Court confirmed the plan of  reorganization  on December 10, 2001
and we emerged  from our  bankruptcy  proceedings  effective  December 31, 2001.
However, our completion of bankruptcy  proceedings does not assure our continued
success. For example, the bankruptcy  proceedings described above are our second
bankruptcy:  we previously  filed a plan of  reorganization  in January 1996 and
emerged from those  proceedings in June 1996. If our financial  performance does
not exceed our recent  historical  results,  the price of our Common Stock could
decline and your investment could be materially  adversely affected.  As part of
our plan of reorganization,  our lenders modified the terms of our senior credit
facility,  which encumbers  substantially all of our assets.  This facility also
includes mandatory periodic pay downs and covenant  restrictions  concerning the
commitment  limits of this facility  including  levels of collateral,  financial
covenants,  and  limitations  on capital  expenditures.  Our credit  facility is
scheduled to mature on June 30, 2003, or under certain circumstances on December
31, 2003, at which time we will be required to renew,  refinance,  or modify the
credit  facility  with  our  lenders  or  locate  alternative  financing.  These
restrictions and provisions could have an adverse impact on our future liquidity
and ability to implement our business plan.

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

Our  accumulated  deficit  through  December 31, 2001 has been  eliminated  as a
result  of  Fresh  Start  Reporting.  However,  we have not  recorded  sustained
profitable  operating  results for quite some time. To achieve  sustained future
profitability  we will need to  generate  and  sustain  planned  revenues  while
satisfying  our  payment  obligations  under  the  terms of our  senior  secured
revolving  credit  facility  (including  mandatory  pay downs)  and  maintaining
reasonable  cost and  expense  levels.  We do not know when or if we will become
profitable on a sustained basis. If we fail to achieve consistent  profitability
and generate  sufficient  cash flows,  we will face  liquidity and bank covenant
issues and our senior secured debt could become  immediately  due and payable on
demand. Even though we generated operating income from continuing  operations in
the nine  months  ended  September  30,  2002,  we may not be able to sustain or
increase  profitability  on a quarterly or an annual  basis.  Any failure on our
part to achieve or sustain profitability could cause our stock price to decline.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Disclosure of trade secrets could aid our competitors.

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

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

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

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

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

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

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

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

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Revenues  generated  outside  of the United  States,  as a  percentage  of total
revenues,  were 30% and 33% for the three-month  periods ended December 31, 2002
and 2001,  respectively.  Fluctuations  in foreign  exchange  rates could impact
operating results through translation of our subsidiaries' financial statements.
Recent global economic events have caused exchange rates in general to rise over
the past several months, making foreign currencies more valuable in terms of the
U.S. dollar.  For example,  the Euro has risen almost 6% during the three months
ended  December 31, 2002.  Exchange  rate changes of this  magnitude  can have a
material affect on our financial statement results,  particularly with regard to
the accumulated other comprehensive income or loss account in the equity section
of the balance sheet.

Our revolving  credit facility bears interest at variable rates and is therefore
affected by the  general  level of U.S.  interest  rates.  We had $24.2  million
outstanding  under our facility on December 31, 2002. If interest  rates were to
increase 2%, annual interest expense would increase  approximately  $0.5 million
based on the $24.2 million outstanding balance.

Foreign Exchange Options

We completed a sale of our  Switzerland  subsidiaries  and operations on October
18, 2002 to edotech  Ltd.  (a UK  company) at a sales price of CHF 26.7  million
(Swiss francs) or approximately $17.9 million (U.S. dollars). CHF 4.6 million of
the sales  price was paid at closing.  However,  the  remaining  sales price was
deferred  and is payable as follows:  CHF 18.2 million  upon  completion  of the
Cominformatic  share  exchange,  no later than six months from the closing date;
CHF 1.1 million on or before April 18, 2003; and CHF 2.8 million within the next
18 months upon expiration of certain indemnification claim periods.

We are exposed to various foreign currency exchange rate risks that arise in the
normal course of business.  Our functional  currency is the U.S. dollar. We have
international  operations  resulting in receipts and payments in currencies that
differ from the functional  currency of Anacomp.  In connection with the sale of
our  Switzerland  subsidiaries,  we entered into forward  contracts to hedge the
related  receivables.  All forward contract entered into by us were entered into
for the sole purpose of hedging existing currency exposure,  not for speculation
or trading  purposes.  Currently,  we are using forward  contracts only to hedge
balance sheet exposure.  The contracts are in Swiss Francs,  and have maturities
of March 29, 2003, April 15, 2003 and April 15, 2004. When hedging balance sheet
exposure,  all gains and losses on forward contracts are recognized other income
and expense in the same period as the gains and losses on  remeasurement  of the
foreign  currency  denominated  assets.  We entered into these foreign  exchange
forward contracts within a few days of the sale,  therefore  difference  between
the  change  in the  fair  value of the  asset  and the  change  in value in the
contracts that must be recognized in the financial statements is immaterial.

Item 4.  Controls and Procedures


(a)  Under  the  supervision  and  with  the  participation  of our  management,
     including our principal  executive officer and principal financial officer,
     we  evaluated  the  effectiveness  of  the  design  and  operations  of our
     disclosure  controls  and  procedures,  as such term is defined  under Rule
     13a-14(c)  promulgated  under  the  Securities  Exchange  Act of  1934,  as
     amended,  within the 90 day period prior to the filing date of this report.
     Based  on  their  evaluation,  our  principal  executive  officer  and  our
     principal  financial  officer  concluded that our  disclosure  controls and
     procedures were effective as of that date.


(b)  There have been no significant  changes (including  corrective actions with
     regard to significant  deficiencies or material weaknesses) in our internal
     controls or in other factors that could significantly affect these controls
     subsequent to the date of the evaluation referenced in paragraph (a) above.





<PAGE>


                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

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

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

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

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

     (1)  On October 24,  2002,  we filed a Form 8-K to announce the sale of all
          of our Switzerland  subsidiaries  and  operations.

     (2)  On  November  1,  2002,  we  filed a Form  8-K to  provide  additional
          information   regarding   the  sold   Switzerland   subsidiaries   and
          operations.

     (3)  On November  27, 2002 we filed two Form 8-K's to provide  non-material
          information that was  inadvertently  omitted from the October 24, 2002
          and November 1, 2002 filings).

     (4)  On December 24, 2002 we filed a Form 8-K to announce the relocation of
          our headquarters and the date of the annual shareholders meeting.



<PAGE>


SIGNATURES



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


                                             ANACOMP, INC.




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




Date: February 13, 2003



<PAGE>


                                  CERTIFICATION

I, Jeffrey R. Cramer, certify that:

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

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

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

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: February 13, 2003                      /s/Jeffrey R. Cramer
                                             -------------------------------
                                             Jeffrey R. Cramer
                                             Chief Executive Officer



<PAGE>


                                  CERTIFICATION


I, Linster W. Fox, certify that:

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

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

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: February 13, 2003

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



<PAGE>



                                INDEX TO EXHIBITS



The  following  exhibits  are filed with this  Quarterly  Report on Form 10-Q or
incorporated  herein by reference to the listed document  previously  filed with
the Securities and Exchange  Commission (the "SEC").  Previously  documents that
were not filed with the SEC are noted with an asterisk (*):


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

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

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

     4.1  Shareholders Rights Plan.(4)

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

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

     10.1 Part-Time  Employment  Agreement dated November 12, 2002,  between the
          Company and Edward P. Smoot. (*)

     99.1 Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the  Sarbanes-Oxley  Act of 2002 for Chief Executive
          Officer.

     99.2 Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the  Sarbanes-Oxley  Act of 2002 for Chief Financial
          Officer.
________________________

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


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SIGNATURES
                                                                    EXHIBIT 99.1
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I,  Jeffrey  R.  Cramer,   Chief  Executive   Officer  of  Anacomp,   Inc.  (the
"Registrant"),  do hereby certify in accordance with 18 U.S.C.  1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that,  based on my
knowledge:

     (1)  the  Quarterly  Report on Form 10-Q of the  Registrant,  to which this
          certification is attached as an exhibit (the "Report"), fully complies
          with the requirements of section 13(a) of the Securities  Exchange Act
          of 1934 (15 U.S.C. 78m); and

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

Dated: February 13, 2003                 /s/Jeffrey R. Cramer
                                         -----------------------------
                                         Jeffrey R. Cramer
                                         Chief Executive Officer



<PAGE>


                                                                    EXHIBIT 99.2
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Linster W. Fox, Chief Financial Officer of Anacomp,  Inc. (the "Registrant"),
do hereby  certify in accordance  with 18 U.S.C.  1350,  as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

     (1)  the  Quarterly  Report on Form 10-Q of the  Registrant,  to which this
          certification is attached as an exhibit (the "Report"), fully complies
          with the requirements of Section 13(a) of the Securities  Exchange Act
          of 1934 (15 U.S.C. 78m); and

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

Dated: February 13, 2003                 /s/Linster W. Fox
                                         -------------------------------
                                         Linster W. Fox
                                         Chief Financial Officer


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