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 MARCH 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.)


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


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

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

     As of April 30, 2002, the number of outstanding  shares of the registrant's
class A common stock,  $.01 par value per share, was 4,030,000 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
                        March 31, 2002 and September 30, 2001...............       2

                   Condensed Consolidated Statements of Operations
                        Three Months Ended March 31, 2002 and 2001..........       3

                   Condensed Consolidated Statements of Operations
                        Six Months Ended March 31, 2002 and 2001............       4

                   Condensed Consolidated Statements of Cash Flows
                        Six Months Ended March 31, 2002 and 2001............       5

                   Notes to the Condensed Consolidated Financial Statements.       6

  Item 2.       Management's Discussion and Analysis of Financial
                        Condition and Results of Operations.................      16

  Item 3.       Quantitative and Qualitative Disclosures About Market Risk..      24


  PART II.      OTHER INFORMATION

  Item 1.       Legal Proceedings...........................................      25

  Item 2.       Changes in Securities and Use of Proceeds...................      25

  Item 6.       Exhibits and Reports on Form 8-K............................      25

  SIGNATURES................................................................      27

</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ANACOMP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                               Reorganized       Predecessor
                                                                 Company           Company
                                                               ____________     _____________
                                                                March 31,       September 30,
(in thousands)                                                    2002              2001
                                                               ____________     _____________
                                                                (Unaudited)
<S>                                                             <C>             <C>
Assets
Current assets:
   Cash and cash equivalents...............................  $      19,364      $     24,308
   Accounts receivable, net................................         39,222            43,360
   Inventories.............................................          4,712             4,937
   Prepaid expenses and other..............................          7,108             8,710
                                                               ____________     _____________
Total current assets.......................................         70,406             81,315

Property and equipment, net................................         30,721            33,141
Reorganization value in excess of identifiable net assets..         73,792               ---
Goodwill...................................................            ---            86,285
Intangible assets, net.....................................         11,804               ---
Other assets...............................................          3,912             7,077
                                                               ____________     _____________
                                                             $     190,635      $    207,818
                                                               ============     =============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
   Current portion of senior secured revolving credit
      facility.............................................  $         ---      $     55,075
   10-7/8% senior subordinated notes payable...............            ---           310,943
   Accounts payable........................................         11,808            15,424
   Accrued compensation, benefits and withholdings.........         15,155            16,111
   Accrued income taxes....................................          2,202             5,625
   Accrued interest........................................            263            50,969
   Other accrued liabilities...............................         19,879            21,456
                                                               ____________     _____________
Total current liabilities..................................         49,307           475,603
                                                               ____________     _____________

Long-term liabilities:
   Long-term portion of senior secured revolving credit
      facility.............................................         41,375               ---
   Other long-term liabilities.............................          2,209            10,142
                                                               ____________     _____________
Total long-term liabilities................................         43,584            10,142
                                                               ____________     _____________

Stockholders' equity (deficit):
   Preferred stock.........................................            ---               ---
   Common stock............................................             40               146
   Additional paid-in capital..............................         96,885           111,324
   Accumulated other comprehensive loss....................            (84)           (4,912)
   Retained earnings (accumulated deficit).................            903          (384,485)
                                                               ____________     _____________
Total stockholders' equity (deficit).......................         97,744          (277,927)
                                                               ____________     _____________
                                                             $     190,635      $    207,818
                                                               ============     =============
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements

<PAGE>

                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               Reorganized       Predecessor
                                                                 Company           Company
                                                             _______________   _______________
(in thousands, except per share amounts)                      Three months      Three months
                                                                  ended             ended
                                                             March 31, 2002    March 31, 2001
                                                             _______________   _______________
<S>                                                          <C>               <C>
Revenues:
   Services...............................................   $      54,360     $      61,781
   Equipment and supply sales.............................          13,283            18,421
                                                             _______________   _______________
                                                                    67,643            80,202
                                                             _______________   _______________
Cost of revenues:
   Services...............................................          35,685            39,811
   Equipment and supply sales.............................           9,545            13,616
                                                             _______________   _______________
                                                                    45,230            53,427
                                                             _______________   _______________

Gross profit..............................................          22,413            26,775
Costs and expenses:
   Engineering, research and development..................           1,770             1,810
   Selling, general and administrative....................          16,695            25,752
   Amortization of intangible assets......................             496             3,226
                                                             _______________   _______________
Operating income (loss)...................................           3,452            (4,013)
                                                             _______________   _______________

Other income (expense):
   Interest income........................................              71               394
   Interest expense and fee amortization..................          (1,204)          (11,101)
   Other..................................................            (136)             (408)
                                                             _______________   _______________
                                                                    (1,269)          (11,115)
                                                             _______________   _______________
Income (loss) before income taxes.........................           2,183           (15,128)
Provision for income taxes................................           1,280               579
                                                             _______________   _______________
Net income (loss).........................................   $         903     $     (15,707)
                                                             ===============   ===============

Basic and diluted per share data:
   Basic and diluted net income...........................   $        0.22
                                                             ===============

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

</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements

<PAGE>


                         ANACOMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             Reorganized
                                                               Company              Predecessor Company
(in thousands, except per share amounts)                  ________________   ___________________________________
                                                            Three months       Three months         Six months
                                                                ended              ended              ended
                                                           March 31, 2002    December 31, 2001    March 31, 2001
                                                          ________________   ___________________________________
<S>                                                       <C>                <C>                  <C>
   Services............................................... $      54,360     $      55,098      $    122,396
   Equipment and supply sales.............................        13,283            12,926            39,947
                                                          ________________   _______________    ________________
                                                                  67,643            68,024           162,343
                                                          ________________   _______________    ________________
Cost of revenues:
   Services...............................................        35,685            36,630            79,016
   Equipment and supply sales.............................         9,545             9,874            28,371
                                                          ________________   _______________    ________________
                                                                  45,230            46,504           107,387
                                                          ________________   _______________    ________________

Gross profit..............................................        22,413            21,520            54,956
Costs and expenses:
   Engineering, research and development..................         1,770             1,680             3,547
   Selling, general and administrative....................        16,695            15,643            46,294
   Amortization of intangible assets......................           496             2,896             5,906
   Restructuring credits..................................           ---            (1,032)              ---
                                                          ________________   _______________    ________________

Operating income (loss)...................................         3,452             2,333              (791)
                                                          ________________   _______________    ________________

Other income (expense):
   Interest income........................................            71               155               750
   Interest expense and fee amortization..................        (1,204)           (3,114)          (22,222)
   Other..................................................          (136)             (221)             (154)
                                                          ________________   _______________    ________________
                                                                  (1,269)           (3,180)          (21,626)
                                                          ________________   _______________    ________________

Income (loss) before reorganization items, income taxes
   and extraordinary gain on extinguishment of debt.......         2,183              (847)          (22,417)
Reorganization items......................................           ---            13,328               ---
                                                          ________________   _______________    ________________
Income (loss) before income taxes and extraordinary
   gain on extinguishment of debt.........................         2,183            12,481           (22,417)
Provision for income taxes................................         1,280               450               966
                                                          ________________   _______________    ________________
Income (loss) before extraordinary gain on
   extinguishment of debt.................................           903            12,031           (23,383)
Extraordinary gain on extinguishment of debt, net of
   taxes..................................................           ---           265,329               ---
                                                          ________________   _______________    ________________
Net income (loss)......................................... $         903     $     277,360      $    (23,383)
                                                          ================   ===============    ================

Basic and diluted per share data:
   Basic and diluted net income........................... $        0.22
                                                          ================

Shares used in computing basic and diluted net income
   per share..............................................         4,034
                                                          ================
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements

<PAGE>


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

                                                             Reorganized
                                                               Company             Predecessor Company
                                                           _______________   ____________________________________
(in thousands)                                              Three months        Three months         Six months
                                                                ended               ended               ended
                                                           March 31, 2002     December 31, 2001    March 31, 2001
                                                           _______________   __________________    ______________
<S>                                                        <C>               <C>                   <C>
Cash flows from operating activities:
   Net income (loss)...................................... $         903     $     277,360         $ (23,383)
   Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
     Extraordinary gain on 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               ---
     Depreciation and amortization........................         4,635             7,194            15,953
     Non-cash settlement of facility lease contract.......           ---               349               ---
     Amortization of debt fees, premiums, and discounts...           172                92               702
      Change in assets and liabilities:
       Accounts and other receivables.....................           926             3,092             6,117
       Inventories........................................          (514)              739             1,657
       Prepaid expenses and other assets..................           713               332              (679)
       Accounts payable, accrued expenses and other
         liabilities......................................        (1,706)           (3,733)             (153)
       Accrued interest...................................           250              (387)           16,629
                                                           _______________   __________________    ______________
        Net cash provided by operating activities.........         5,379             5,009            16,843
                                                           _______________   __________________    ______________

Cash used in investing activities:
   Purchases of property and equipment....................        (1,110)           (1,075)           (2,880)
                                                           _______________   __________________    ______________


Cash flows from financing activities:
   Proceeds from liquidation of currency swap contracts...           ---               ---               763
   Principal payments on revolving line of credit.........       (11,700)           (2,000)             (475)
                                                           _______________   __________________    ______________
        Net cash (used in) provided by financing
           activities.....................................       (11,700)           (2,000)              288
                                                           _______________   __________________    ______________
Effect of exchange rate changes on cash and cash
   equivalents............................................           (84)              637              (134)
                                                           _______________   __________________    ______________
Increase (decrease) in cash and cash equivalents..........        (7,515)            2,571            14,117
Cash and cash equivalents at beginning of period..........        26,879            24,308            13,988
                                                           _______________   __________________    ______________
Cash and cash equivalents at end of period................ $      19,364     $      26,879         $  28,105
                                                           ===============   ==================    ==============

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest.................................. $           555   $       1,434         $   3,957
                                                           ===============   ==================    ==============
  Cash paid for income taxes.............................. $           667   $         459         $     781
                                                           ===============   ==================    ==============
</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

        Financial Restructuring and Reorganization

On October 19, 2001,  Anacomp ("We",  "Our",  "the  Company")  filed a voluntary
petition  for  reorganization  under  Chapter  11 of the U.S.  Bankruptcy  Code,
together with a prepackaged plan of reorganization  (the "Plan"),  with the U.S.
Bankruptcy Court for the Southern District of California. The Plan was confirmed
by the U.S.  Bankruptcy  Court on December  10, 2001,  and Anacomp  emerged from
bankruptcy effective December 31, 2001.

The primary  benefits of our bankruptcy  were the elimination of $310 million of
debt  and  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.  Borrowings  under the  facility  are  subject  to  revised  terms and
restrictions,  and we are required to make  mandatory  quarterly  payments  that
reduce the borrowing base of the credit facility (see Note 4).

Under the Plan, our publicly traded 10-7/8% senior subordinated  notes,  related
accrued  interest and existing  Anacomp  common stock  (14,566,198  shares) were
canceled,  and new  common  stock  was  issued.  New  class A Common  Stock  was
distributed  to the holders of the notes,  as well as reserved  for  issuance as
incentive compensation to Anacomp personnel. New class B Common Stock was issued
and distributed to holders of previously existing Anacomp common stock.

Pursuant to the reorganization,  we are authorized to issue 40,000,000 shares of
class A Common  Stock,  787,711  shares of class B Common  Stock  and  1,000,000
shares  of  preferred  stock.  Terms and  conditions  of the class A and class B
Common Stock are  identical,  including  voting rights,  dividends,  when and if
declared,  and liquidation rights,  subject to any preference of preferred stock
as may be  issued  in the  future.  Class B  Common  Stock  is also  subject  to
potential  further  dilution if  additional  shares of class B Common  Stock are
required to be issued in satisfaction of claims pursuant to the  reorganization.
Preferred  stock is  authorized to be issued in one or more series with terms to
be established at the time of issuance by Anacomp's Board of Directors.

In exchange for the notes  totaling  $310 million and related  accrued  interest
totaling $52.3 million,  holders of the notes received  4,030,000  shares of new
class A Common Stock.

For each share of common stock  outstanding  immediately  prior to the emergence
from bankruptcy,  common  shareholders  received  .0002769 shares of new class B
Common Stock. As a result, 4,034 shares of new class B Common Stock were issued.
In  addition,  for  each  share  of new  class  B  Common  Stock  issued,  these
shareholders received 194.12 warrants.  Each warrant is exercisable for a period
of five years for the  purchase of one share of the new class B Common  Stock at
an exercise price of $61.54 per share. As a result, 783,077 warrants to purchase
class B Common Stock were issued.

Holders of class A Common Stock own 99.9% of Anacomp's  equity and those holding
class B Common Stock own 0.1%.

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 (see Note 4).

Under bankruptcy law, an executory contract is an agreement between a debtor and
third  party  under  which,  as of the date of a debtor's  Chapter 11  petition,
material  performance  on the  agreement  remains  due from both the  debtor and
non-debtor  party,  such  that  the  failure  of  either  side  to  perform  its
obligations  under the  agreement  would  excuse the other  party  from  further
performance.  The  Bankruptcy  Code  permits a Chapter 11 debtor to assume (i.e.
agree to  continue  to be bound both  during the  Chapter 11 case and  following
emergence)  or reject  (breach and no longer be bound during the Chapter 11 case
or thereafter) any executory contract. We assumed all of our executory contracts
under our confirmed plan of reorganization except one, which is a nonresidential
lease of real property.

We are in the process of clearing all claims that were filed in conjunction with
the  Chapter 11  proceedings.  Each claim has been  individually  analyzed.  The
majority  of the  claims  were paid  prior to or  subsequent  to our  bankruptcy
filing.  The  remainder  relate to executory  contracts  assumed under the Plan,
represent duplicate claims, claim amounts that differ from our records or claims
that were filed late or are  unsubstantiated.  As a result, we do not anticipate
any material unrecorded claims.


        Business Unit Structuring

In May 2001,  we  announced  our  intention to sell all or parts of our European
document-management    business,   Document   Solutions   International   (DSI).
Approximately $3.9 million was spent for restructuring, consulting and severance
expenses  in  fiscal  year  2001 in  preparation  for a  potential  sale of DSI.
Revenues from DSI were $40.3 million,  $11 million and $11 million,  or 13%, 16%
and 16% of total Anacomp revenues in fiscal year 2001, in the three month period
ended  December  31, 2001 and in the three month  period  ended March 31,  2002,
respectively.

We continue to exercise our reasonable best efforts to complete a sale of all or
portions of DSI. Any such eventual sale is subject to approval by Fleet National
Bank, as agent,  and its syndicate of lenders  (collectively,  "the Bank Group")
and we will be required to remit  proceeds  from the sale of DSI to pay down our
senior  credit  facility (see Note 4). The  execution,  timing,  likelihood  and
amount of net  proceeds  of any such  potential  sale are  uncertain  and we are
continuing the operations of DSI in its normal course of business.  Accordingly,
it is not possible to predict with  accuracy  the  potential  impact that a sale
transaction of DSI would have on future  results;  however,  management  expects
that  such a sale  would  generate  funds  that  would  be used to pay  down the
outstanding  credit  facility  balance.Our   International   Technical  Services
business is not affected by this potential transaction.

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 Condensed 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.  The Condensed
Consolidated  Balance  Sheet and Statement of Operations as of and for the three
month period ended March 31,  2002,  represent  the  Reorganized  Company  after
adopting Fresh Start Reporting. 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   condensed  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, 2001,
have not been audited but, in the opinion of management, include all adjustments
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, 2001, included in our fiscal 2001 Annual Report
on Form 10-K (the financial  statements contained in such report represent those
of the Predecessor  Company and are not comparable to the Reorganized  Company).
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  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 flows 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 (referred
to as "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 $73.8 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").

For  enterprise  valuation  purposes,  we estimated  our revenues and cash flows
through fiscal year 2006. We projected  continued declines in Computer Output to
Microfiche  ("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 included the following:

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

In developing the assumptions  underlying the cash flow projections,  management
considered  such factors as historical  results as well as its best estimates of
expected  future market  conditions  based on information  currently  available.
Actual future events and results could differ  substantially  from  management's
current estimates,  assumptions and projections  including,  but not limited to,
the matters  discussed  above.  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   March 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............................                         (496)
                                                                           ______________
                                                                           $     11,804
                                                                           ==============
</TABLE>

Based on the intangible asset values noted above,  related  amortization expense
will be approximately $2 million annually for the next three years.

The  reorganization  and the adoption of Fresh Start  Reporting  resulted in the
following  adjustments to our unaudited Condensed  Consolidated Balance Sheet as
of December 31, 2001:

<TABLE>
<CAPTION>
                              Predecessor     Reorganization and Fresh         Reorganized
                                Company           Start Adjustments              Company
                                              ____________________________
                             December 31,                                       December 31,
(in thousands; unaudited)        2001            Debit           Credit            2001
___________________________  _____________    ____________    ____________    _______________
<S>                          <C>              <C>             <C>             <C>
Assets
Total current assets........ $     78,261     $      ---      $       ---     $      78,261
Property and equipment, net.       30,565          2,483  (a)         ---           33,048
Reorganization value in
  excess of identifiable
  assets....................          ---         73,792  (c)         ---           73,792
Goodwill....................       83,644            ---           83,644  (b)         ---
Intangible assets...........          ---         12,300  (d)         ---           12,300
Other assets................        8,179            ---            3,142  (e)       5,037
                             _____________    ____________    ____________    _______________
                             $    200,649     $   88,575      $    86,786     $    202,438
                             =============    ============    ============    ===============

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Current portion of
    senior secured
    revolving credit
    facility................ $     53,075     $   43,825  (f) $       ---     $      9,250
  10-7/8% senior
    subordinated notes
    payable.................      310,926        310,926  (g)         ---              ---
  Accounts payable..........       11,051            ---              ---           11,051
  Accrued compensation,
    benefits and
    withholdings............       16,275            ---              ---           16,275
  Accrued income taxes......        4,220          3,027  (h)         ---            1,193
  Accrued interest..........       52,267         52,254  (i)         ---               13
  Other accrued liabilities        22,642          1,075  (j)         ---           21,567
                             _____________    ____________    ____________    _______________
Total current liabilities...      470,456        411,107              ---           59,349
Long-term liabilities:
  Long-term portion of
  senior secured revolving
  credit facility...........          ---            ---           43,825  (f)      43,825
  Other long-term
  liabilities...............       10,222          7,883  (k)         ---            2,339
                             _____________    ____________    ____________    _______________
Total long-term liabilities.       10,222          7,883           43,825           46,164
Stockholders' equity (deficit):
  Common stock..............          146            146  (l)          40  (m)          40
  Additional paid-in
capital.....................      111,324        111,324  (l)       96,885 (m)      96,885
  Accumulated other
    comprehensive loss......       (4,273)           ---            4,273  (l          ---
  Accumulated deficit.......     (387,226)           ---          387,226  (l)         ---
                             _____________    ____________    ____________    _______________
Total stockholders' equity
(deficit)...................     (280,029)       111,470          488,424           96,925
                             _____________    ____________    ____________    _______________
                             $    200,649     $  530,460      $   532,249     $    202,438
                             =============    ============    ============    ===============
</TABLE>

Explanations of the above adjustment columns are as follows:

a)      To adjust property and equipment to estimated fair value.
b)      To reflect write off of excess of purchase price over net assets of
        businesses acquired.
c)      To establish the reorganization value in excess of identifiable assets.
        The amounts are calculated below:
<TABLE>
<CAPTION>
          (in thousands; unaudited)                               Amount
          ________________________________________________    ____________
          <S>                                                 <C>
          Senior secured revolving credit facility........    $     53,075
          New equity......................................          96,925
                                                              ____________
          Enterprise value................................         150,000
          Plus: fair value of identifiable liabilities....          52,438
          Less: fair value of identifiable assets.........        (128,646)
                                                              _____________
              Reorganization value in excess of
                identifiable assets                           $     73,792
                                                              =============
</TABLE>

d)      To establish separately identifiable intangible assets at estimated fair
        value.
e)      To write off deferred costs on senior subordinated debt canceled in
        bankruptcy.
f)      To reclassify  portion of revolving credit facility from current to
        long-term, consistent with principal repayment terms of the amended
        facility agreement.
g)      To write off the senior  subordinated notes canceled in bankruptcy and
        related unamortized premium and discount.
h)      To adjust accrued income taxes to amounts currently payable.
i)      To write off accrued interest related to the senior subordinated notes.
j)      To adjust other accrued liabilities to estimated fair values.
k)      To adjust other long-term liabilities to estimated fair values.
l)      To eliminate stockholders' deficit of the Predecessor Company.
m)      To reflect issuance of 4,030,000 shares of new class A Common  Stock
        and 4,034 share of new class B Common Stock at estimated fair value.

The  extraordinary  gain on extinguishment of debt, net of taxes, for the period
ended December 31, 2001, is calculated as follows:
<TABLE>
<CAPTION>

            (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)
                                                              _______________
                Extraordinary gain on 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
extraordinary  gain on  extinguishment  of debt.  There is no tax  effect on the
extinguishment   of  debt  due  to  our   utilization   of  net  operating  loss
carryforwards (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
                                                               December 31,
            (in thousands; unaudited)                              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 August 24, 2001, Anacomp and Fleet National Bank, as agent, and its syndicate
of  lenders  (collectively,  "the Bank  Group")  executed a Summary of Terms and
Conditions regarding amendments to the senior secured revolving credit facility.
The amended facility, which became effective December 31, 2001, included a $58.9
million  limit,  with a $53.1 million  sublimit for direct  borrowing and a $5.8
million letter of credit  sublimit.  In accordance  with the new agreement,  the
$53.1 million  direct  borrowing  sublimit was reduced to $51.1 million on March
31, 2002 as a result of a $2 million scheduled principal  repayment.  The credit
limit will be subject to further reductions as the periodic scheduled  principal
repayments  become due.  The facility is available  for new  borrowings  up to a
Formula Borrowing Base ("FBB") when direct borrowings are reduced below the FBB.
The FBB equals  80% of  eligible  accounts,  which  include  U.S.  and  Canadian
accounts receivable.

At March 31, 2002, our outstanding  balance was $41.4 million (plus  outstanding
letters of credit of $5.8 million), the FBB was $17.5 million, and the excess of
borrowings  over the FBB was $23.9  million.  During the quarter ended March 31,
2002,  we made cash  payments  totaling  $11.7  million,  which is $9.7  million
greater  than our  scheduled  paydowns,  resulting  in $9.7 million of borrowing
capacity until the scheduled June 30, 2002 direct  borrowing  limit reduction of
$2  million.

The maturity date of the amended facility is June 30, 2003, with an extension to
December  31,  2003  if a sale of DSI  occurs  and  results  in $4  million  net
proceeds,  or if Anacomp  elects to increase the interest  rate by 1% during the
extension period.  Upon closing a sale of DSI, Anacomp would be required to make
a payment to the Bank Group to  permanently  reduce  the  credit  facility.  The
payment  would be the  greater of $4 million or 85% of the net sale  proceeds as
defined.  Under the  amended  facility,  the  direct  borrowings  limit  will be
permanently reduced by future required principal repayments as follows:

o $2 million on June 30, 2002;
o $3 million on September  30, 2002;
o $2.25  million on December 31, 2002 and March 31, 2003; and
o $2.5 million on June 30, 2003 and September 30, 2003.

If we were to only remit  payments  in total  equal to the  scheduled  principal
repayments  through  maturity at June 30, 2003,  unpaid principal would be $39.1
million.  Our credit facility expires on June 30, 2003, although we have options
to extend the  maturity to December 31,  2003.  In 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 at that time,  although  there
can be no assurances  that such financing will be available on terms  acceptable
to the Company, if at all.

The amended facility 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 the FBB. The rate of interest is
three  percentage  points  higher than the prime rate for the  facility  balance
outstanding  in  excess  of the FBB.  Interest  is due and  payable  monthly  in
arrears.  The  interest  rate was  4.75% for the FBB  portion  and 7.75% for the
excess portion at March 31, 2002.

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 Anacomp common stock;
o       mergers and acquisitions; and
o       liens and dividends.

There are also 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.

In connection  with the facility  amendment,  we paid a fee of $0.8 million that
has  been  capitalized,  is  included  in  "Other  assets"  in the  accompanying
Condensed  Consolidated  Balance Sheet at March 31, 2002,  and will be amortized
over the remaining term of the facility.

From  April  1,  2002  to May  13,  2002  we made  $4.7  million  of  additional
non-scheduled cash payments to reduce the outstanding  facility balance to $36.7
million and letters of credit totaling $5.8 million.  As of May 13, 2002 we have
$14.4 million of borrowing  capacity  until the  scheduled  June 30, 2002 direct
borrowing limit reduction of $2 million.

Note 5.  Senior Subordinated Notes

The Predecessor  Company had outstanding $310 million of publicly traded 10-7/8%
senior  subordinated  notes and related  accrued  interest  of $52.3  million at
October 19, 2001. As detailed in Note 1, the notes and related accrued  interest
were extinguished in the reorganization. The accompanying Condensed Consolidated
Statement  of  Operations  for the  period  ended  December  31,  2001  includes
approximately  $1.7 million of interest expense on the notes through October 19,
2001,  the date  Anacomp  filed  for  bankruptcy.  Had  interest  on the  senior
subordinated  notes  continued to accrue beyond the October 19, 2001  bankruptcy
filing date, we would have  recognized  an  additional  $6.9 million in interest
expense through December 31, 2001.

Note 6. Income Taxes

Our provision for income taxes for the three-month  periods ended March 31, 2002
and 2001 consists of the following:
<TABLE>
<CAPTION>
                                                 Reorganized      Predecessor
                                                   Company          Company
      (in thousands)                                2002              2001
      _________________________________________  _____________    _____________
      <S>                                        <C>              <C>
      Federal..................................  $         788    $         ---
      State....................................            112                5
      Foreign..................................            380              574
                                                 _____________    _____________
                                                 $       1,280    $         579
                                                 =============    =============
</TABLE>

Due to our reorganization, we have Cancellation of Debt ("COD") income estimated
to be $265.3 million.  As a result,  we will be 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  actual
adjustments  will be 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 $19 million in order to fully
offset the net  deferred  tax asset.  At March 31,  2002,  our most  significant
deferred tax assets and liabilities relate to temporary  differences for COD and
net  operating  losses.  These timing  differences  are expected to be realized,
offset and reversed with no impact on the net value of the deferred tax asset at
September 30, 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 1998, we recorded  restructuring  charges of $8.5 million and reserves
of  $15.2  million  related  to  the  First  Image  acquisition.  The  remaining
liabilities of $0.1 million at March 31, 2002 are related to facility costs that
will be paid by the end of June 2002.

In the second and third quarters of 2000,  Anacomp effected a reorganization  of
its  workforce  in the United  States and  Europe  along its lines of  business,
reorganized  parts of its  corporate  staff  and  phased  out its  manufacturing
operations. The reorganization of the workforce and corporate staff consisted of
management  reassessing job responsibilities and personnel  requirements in each
of its continuing business units and corporate staff. The assessment resulted in
substantial   permanent  personnel   reductions  and  involuntary   terminations
throughout  the  organization,  primarily  in its  European  operations  and its
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  the  business  unit  structure  and  the
reorganization of the 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  anticipated  at the
time the accrual was recorded.  As of March 31, 2002,  the  remaining  liability
related to  international  facility  costs is  expected to be paid by the end of
December  2003,  and  remaining  contractural  obligation  costs of the Japanese
subsidiary are expected to be paid by the end of June 2002.

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, 2001 to March 31, 2002 (in thousands):
<TABLE>
<CAPTION>

     Fiscal Year 2000 Restructuring
__________________________________________________________________________________________
Reorganized Company     December 31, 2001  Adjustments   Cash Payments    March 31, 2002
_____________________   _________________  ____________  ______________  _________________
<S>                     <C>                <C>           <C>             <C>
Employee Separations    $          ---     $      ---    $       ---     $         ---
Facility Closing                   120            ---            (13)              107
Contract Obligations               170            ---             (9)              161
Professional and Other             ---            ---            ---               ---
                        _________________  ____________  ______________  _________________
                        $          290     $      ---    $       (22)    $         268
                        =================  ============  ==============  =================


                          September 30,                                    December 31,
Predecessor Company           2001         Adjustments   Cash Payments         2001
_____________________   _________________  ____________  ______________  _________________
Employee Separations    $          269     $     (214)   $       (55)    $         ---
Facility Closing                   281           (149)           (12)              120
Contract Obligations               511           (307)           (34)              170
Professional and Other             313           (313)           ---               ---
                        _________________  ____________  ______________  _________________
                        $        1,374     $     (983)   $      (101)    $         290
                        =================  ============  ==============  =================



     Fiscal Year 1998 Restructuring
__________________________________________________________________________________________
Reorganized Company     December 31, 2001  Adjustments   Cash Payments    March 31, 2002
_____________________   _________________  ____________  ______________  _________________
Facility Closing        $          160     $      ---    $       (75)    $          85
Other                              ---            ---            ---               ---
                        _________________  ____________  ______________  _________________
                        $          160     $      ---    $       (75)    $          85
                        =================  ============  ==============  =================


                          September 30,                                    December 31,
Predecessor Company           2001         Adjustments   Cash Payments         2001
_____________________   _________________  ____________  ______________  _________________
Facility Closing        $          276     $      (39)   $       (77)    $         160
Other                               10            (10)           ---               ---
                        _________________  ____________  ______________  _________________
                        $          286     $      (49)   $       (77)    $         160
                        =================  ============  ==============  =================

</TABLE>

Note 8.  Inventories

Inventories consist of the following:
<TABLE>
<CAPTION>
                                                          March 31,
                                                            2002          September 30,
                                                        (Reorganized          2001
                                                          Company)        (Predecessor
(in thousands)                                           (Unaudited)        Company)
__________________________________________________    _______________   ________________
<S>                                                   <C>               <C>
  Finished goods, including purchased film........    $      3,087      $      3,249
  Consumable spare parts and supplies.............           1,625             1,688
                                                      _______________   ________________
                                                      $        4,712    $      4,937
                                                      ===============   ================
</TABLE>

Note 9.  Income Per Share

Basic  income 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 March 31, 2002,  potentially  dilutive  securities  include 783,077
outstanding  warrants to purchase Class B Common Stock which were issued as part
of the reorganization. For the three months ended March 31, 2002, these warrants
were excluded from diluted income per share as they were anti-dilutive using the
treasury stock method. Basic and diluted net loss for periods prior to the three
months ended March 31, 2002 have not been  presented as they are not  comparable
to subsequent  periods due to the  implementation  of Fresh Start Reporting (see
Note 3).

Note 10.  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:

On July 20, 2001,  the FASB issued SFAS No. 141,  "Business  Combinations",  and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 addresses the
accounting  for  acquisitions  of  businesses,  eliminates  pooling of interests
accounting,  and is  effective  for  acquisitions  occurring on or after July 1,
2001.  SFAS No. 142 addresses the method of identifying  and measuring  goodwill
and other  intangible  assets  acquired  in a business  combination,  eliminates
further amortization of goodwill,  and requires periodic impairment  evaluations
of goodwill  balances.  In addition,  the useful lives of recognized  intangible
assets acquired in transactions completed before July 1, 2001 will be reassessed
and the remaining amortization periods adjusted accordingly.  Effective December
31, 2001, Anacomp's  "Reorganization value in excess of identifiable net assets"
is not an  amortizing  asset and will be  subject  to formal  annual  impairment
testing at a minimum.

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".  The adoption of SFAS No. 144 on December 31, 2001 did
not have a material impact on our financial position or results of operations.

Note 11.  Operating Segments

Anacomp's business is focused in the document management industry.  We currently
manage our business through two operating units:

o       Document Solutions, which provides document-management outsource
        services as follows;

        o       COM - Computer Output to Microfiche services
        o       Digital - primarily includes Web Presentment services, CD
                document services and integrated system solutions,

o       Technical Services, provides equipment maintenance services for Anacomp
        as well as third-party manufactured products, and provides Computer
        Output to Microfiche systems and micrographic supplies;
        o       COM - sales of systems and micrographic supplies and
                professional  services for Anacomp manufactured systems, and
        o       Digital/renewal - includes maintenance and professional services
                for third party manufactured products (multi-vendor service -
                MVS).

Effective   October  1,  2001,  we  completed  the  integration  of  our  former
docHarborSM  business  unit  into the  Document  Solutions  group.  Results  for
docHarborSM  previously  reported  separately  have been  combined with Document
Solutions.

Management  evaluates  operating unit  performance  based upon EBITDA  (earnings
before  interest,  other income,  reorganization  items,  asset  impairment  and
restructuring charges, taxes,  depreciation and amortization,  and extraordinary
items). Information about our operations by operating segment is as follows:

For the three month periods ended March 31:
<TABLE>
<CAPTION>

                            Document        Technical        Central
 (in thousands)             Solutions        Services        Services     Consolidated
________________________  ____________   _______________  ______________  _____________
<S>                       <C>            <C>              <C>             <C>
 2002 (Reorganized
       Company)
 Digital/renewal revenue  $    18,735    $      6,458     $      ---      $    25,193
 COM revenue                   24,742          17,708            ---           42,450
 Intersegment revenue             ---           1,817         (1,817)             ---
                          ____________   _______________  ______________  _____________
 Total revenue                 43,477          25,983         (1,817)          67,643
 EBITDA                         8,045           3,826         (3,784)           8,087


 2001 (Predecessor
       Company)
 Digital/renewal revenue  $    16,572     $     5,519     $      ---      $    22,091
 COM revenue                   32,199          25,912            ---           58,111
 Intersegment revenue             ---           2,673         (2,673)             ---
                          ____________   _______________  ______________  _____________
 Total revenue                 48,771          34,104         (2,673)          80,202
 EBITDA                         7,699           8,086        (11,869)           3,916
</TABLE>

The following is a reconciliation of consolidated EBITDA to income (loss) before
income taxes and extraordinary gain on extinguishment of debt:
<TABLE>
<CAPTION>
                                                 Reorganized      Predecessor
                                                   Company          Company
      For the three months ended March 31,          2002              2001
      _________________________________________  _____________    ______________
      <S>                                        <C>              <C>

      EBITDA...................................  $       8,087    $       3,916
      Depreciation and amortization............         (4,635)          (7,930)
      Other income and expense, net............         (1,269)         (11,115)
      Other....................................            ---                1
                                                 _____________    ______________
      Income (loss) before income taxes and
       extraordinary gain on extinguishment of
       debt....................................  $       2,183    $     (15,128)
                                                 =============    ==============
</TABLE>

For the six month periods ended as noted:
<TABLE>
<CAPTION>

                                 Document        Technical       Central
 (in thousands)                 Solutions        Services        Services     Consolidated
__________________________     _____________   _____________   ___________   ______________
2002 (3 months ended March 31, 2002 - Reorganized Company)
<S>                            <C>             <C>             <C>           <C>
 Digital/renewal revenue       $  18,735       $   6,458       $     ---     $   25,193
 COM revenue                      24,742          17,708             ---         42,450
 Intersegment revenue                ---           1,817          (1,817)           ---
                               _____________   _____________   ___________   ______________
 Total revenue                    43,477          25,983          (1,817)        67,643
 EBITDA                            8,045           3,826          (3,784)         8,087


2002 (3 months ended December 31, 2001 - Predecessor Company)
 Digital/renewal revenue       $  17,736       $   6,552       $     ---     $   24,288
 COM revenue                      25,441          18,295             ---         43,736
 Intersegment revenue                ---           2,554          (2,554)           ---
                               _____________   _____________   ___________   ______________
 Total revenue                    43,177          27,401          (2,554)        68,024
 EBITDA                            7,538           4,911          (3,954)         8,495


2001 (6 months ended March 31, 2001 - Predecessor Company)
 Digital/renewal revenue       $  32,999       $  10,606       $     ---     $   43,605
 COM revenue                      64,683          54,055             ---        118,738
 Intersegment revenue                ---           5,565          (5,565)           ---
                               _____________   _____________   ___________   ______________
 Total revenue                    97,682          70,226          (5,565)       162,343
 EBITDA                           15,261          18,027         (18,127)        15,161

</TABLE>

The following is a reconciliation of consolidated EBITDA to income (loss) before
income taxes and extraordinary gain on extinguishment of debt:

<TABLE>
<CAPTION>

                                Reorganized
                                  Company              Predecessor Company
                                ____________      ______________________________
                                   Three          Three months     Six months
                                months ended          ended           ended
                                 March 31,        December 31,      March 31,
                                    2002              2001            2001
_______________________________ _____________     ______________  ______________
<S>                             <C>               <C>             <C>
EBITDA......................... $      8,087      $      8,495    $     15,161
Depreciation and
  amortization.................       (4,635)           (7,194)        (15,953)
Other income and expense,
  net..........................       (1,269)           (3,180)        (21,626)
Reorganization items...........          ---            13,328             ---
Restructuring credits..........          ---             1,032             ---
Other..........................          ---               ---               1
                                _____________     ______________  ______________
Income  (loss)  before  income
 taxes and  extraordinary  gain
 on extinguishment of debt..... $      2,183      $     12,481    $    (22,417)
                                =============     ==============  ==============
</TABLE>


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

Certain  statements in this  "Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations",  including  those  related to  Anacomp's
plans,  liquidity  needs  and  future  operations,  constitute  "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.
Forward-looking  statements  involve known and unknown risks,  uncertainties and
other  important  factors that could cause the actual  results,  performance  or
achievements  of Anacomp,  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;
o       industry capacity;
o       competition;
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       successful development of new products;
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, 2001.

The  words  "may",  "could",   "should",   "would",   "believe",   "anticipate",
"estimate",  "expect",  "intend",  "plan",  "project" and similar expressions or
statements  regarding  future  periods are intended to identify  forward-looking
statements.  All  forward-looking  statements are  inherently  uncertain as they
involve  substantial  risks  and  uncertainties  beyond  Anacomp's  control.  We
undertake no obligation to update or revise any  forward-looking  statements for
events  or  circumstances  after the date on which the  statement  is made.  New
factors  emerge from time to time,  and it is not possible for us to predict all
possibilities.  Further,  we cannot  assess  the  impact  of each  factor on our
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any  forward-looking
statements.

Overview and Recent Events

Events Leading Up to Our Bankruptcy in 2001

Our business and revenues have declined in recent years. Two primary factors led
to the deterioration of our financial condition prior to our bankruptcy in 2001:
(a) an erosion of the core COM (Computer Output to Microfiche) business; and (b)
heavy investment in the docHarbor business unit.

We have  established  ourselves as one of the world's  leading  providers of COM
equipment.  In fiscal year 1999,  83% of our total revenues were COM related and
totaled  $368.6  million;  subsequently,  in fiscal  years  2000 and  2001,  COM
revenues  declined  to  71%  and  69%,  or  $273  million  and  $211.2  million,
respectively,  of our total revenues.  Organizations  increasingly want instant,
reliable  access  to  information  delivered  via  the  Internet,   intranet  or
extranets,   for  use  with  desktop  browsers.   This  trend  is  leading  many
organizations to re-evaluate their document-management  requirements,  causing a
shift away from microfiche and into digital technology.

In response to this shift in technology,  Anacomp made a significant  commitment
to develop  storage  and  retrieval  solutions  through  acquisitions  and heavy
investments in research and  development.  Anacomp's  engineering,  research and
development expenses totaled $11.7 million in fiscal year 2001, $10.1 million in
fiscal  year 2000 and $10  million in fiscal  year 1999.  In August of 1999,  we
purchased   Litton   Adesso   Software,   Inc.  for  $17  million  and  incurred
approximately  $1.6  million of  additional  costs to further  develop  acquired
software  as the  technology  platform  for  docHarbor,  our  Web-based  product
offering.  This emerging  operation reported a negative EBITDA of $25 million in
fiscal 2000 and negative EBITDA of $9 million in fiscal 2001.  Substantially all
of the funds invested in the docHarbor  business unit were obtained by borrowing
against our  Prepetition  Credit  Agreement  (senior  secured  revolving  credit
facility).

The combined  impact of the declining  COM revenues and  increased  research and
development  related  to  docHarbor  created  a  liquidity  crisis  for  Anacomp
resulting in default on our Prepetition  Credit Agreement.  Beginning October 1,
2000, we did not make semi-annual  required $17 million interest payments to the
holders  of our $310  million  outstanding  notes (10 7/8%  senior  subordinated
notes).

Our revenues,  operating results,  cash flows and liquidity were also negatively
impacted by a number of other  factors  during 2001,  including  charges for the
settlement  of legal  matters,  professional  and advisory  costs related to the
restructuring  of our  notes,  and  costs  associated  with  preparations  for a
potential sale of our European  document-management  business, known as Document
Solutions International ("DSI").

We reported a loss of $47.5  million  and  positive  cash flows from  operations
totaling  $18.5  million   (including   non-payment   of  accrued   interest  of
approximately  $34 million)  during  fiscal year 2001. At September 30, 2001, we
had a working  capital  deficiency of $394.3 million  (including $310 million in
senior  subordinated  notes that were  classified  as current and $51 million in
related  accrued  interest)  and a  stockholders'  deficit  amounting  to $277.9
million.

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  (the  "Plan")  in the  United  States  Bankruptcy  Court for the
Southern District of California.  The Plan was confirmed by the U.S.  Bankruptcy
Court on December 10, 2001, and the Company  emerged from  bankruptcy  effective
December 31, 2001.

The primary  benefits of our bankruptcy  were the elimination of $310 million of
debt  and  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.  Borrowings  under the  facility  are  subject  to  revised  terms and
restrictions,  and we are required to make  mandatory  quarterly  payments  that
reduce the borrowing base of the credit facility.

Under  the  plan  of   reorganization,   our  publicly   traded  10-7/8%  senior
subordinated  notes,  accrued  interest  related to the notes,  and our existing
common stock were canceled and exchanged for shares of our new common stock. New
Class A Common Stock was  distributed  to the holders of the notes.  New Class B
Common  Stock was  distributed  to holders of our  existing  common stock and is
subject to additional dilution, as provided for in the plan of reorganization.

Also  as a  result  of the  confirmation  of our  plan  of  reorganization,  the
following occurred:

o       all unexercised options were canceled and our 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       a new slate of directors was appointed to the Board of Directors;
o       a total of 403,403 shares of new Class A Common Stock were authorized
        for use in the establishment of new stock option plans; and
o       our senior secured revolving credit facility was amended.

Under bankruptcy law, an executory contract is an agreement between a debtor and
third  party  under  which,  as of the date of a debtor's  Chapter 11  petition,
material  performance  on the  agreement  remains  due from both the  debtor and
non-debtor  party,  such  that  the  failure  of  either  side  to  perform  its
obligations  under the  agreement  would  excuse the other  party  from  further
performance.  The  Bankruptcy  Code  permits a Chapter 11 debtor to assume (i.e.
agree to  continue  to be bound both  during the  Chapter 11 case and  following
emergence)  or reject  (breach and no longer be bound during the Chapter 11 case
or thereafter) any executory contract. We assumed all of our executory contracts
under our confirmed plan of reorganization except one, a nonresidential lease of
real property.

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

                                                 Three Months Ended              Six Months Ended
CONSOLIDATED RESULTS OF OPERATIONS                    March 31,                      March 31,
                                              _________________________      ________________________
                                                 2002           2001             2002        2001
                                             (Reorganized    (Predecessor    (Pro Forma  (Predecessor
(in thousands, unaudited)                      Company)        Company)        Basis)      Company)
                                              _____________  __________      __________   ___________
<S>                                           <C>            <C>             <C>          <C>
Revenues:
   Services.................................  $      54,360  $   61,781      $ 109,458    $ 122,396
   Equipment and supply sales...............         13,283      18,421         26,209       39,947
                                              _____________  __________      __________   ___________
                                                     67,643      80,202        135,667      162,343
                                              _____________  __________      __________   ___________
Cost of revenues:
   Services.................................         35,685      39,811         72,315       79,016
   Equipment and supply sales...............          9,545      13,616         19,419       28,371
                                              _____________  __________      __________   ___________
                                                     45,230      53,427         91,734      107,387
                                              _____________  __________      __________   ___________

Gross profit................................         22,413      26,775         43,933       54,956
Costs and expenses:
   Engineering, research and development....          1,770       1,810          3,450        3,547
   Selling, general and administrative......         16,695      25,752         32,338       46,294
   Amortization of intangible assets........            496       3,226          3,392        5,906
   Restructuring credits....................            ---         ---         (1,032)         ---
                                              _____________  __________      __________   ___________

Operating income (loss).....................          3,452      (4,013)         5,785         (791)
                                              _____________  __________      __________   ___________
Other income (expense):
   Interest income..........................             71         394            226          750
   Interest expense and fee amortization....         (1,204)    (11,101)        (4,318)     (22,222)
   Other....................................           (136)       (408)          (357)        (154)
                                              _____________  __________      __________   ___________
                                                     (1,269)    (11,115)        (4,449)     (21,626)
                                              _____________  __________      __________   ___________
Income (loss) before reorganization items,
   income taxes and extraordinary gain on
   extinguishment of debt...................          2,183     (15,128)         1,336      (22,417)
Reorganization items........................            ---         ---         13,328          ---
                                              _____________  __________      __________   ___________
Income (loss) before income taxes and
   extraordinary gain on extinguishment of
   debt.....................................          2,183     (15,128)        14,664      (22,417)
Provision for income taxes..................          1,280         579          1,730          966
                                              _____________  __________      __________   ___________
Income (loss) before extraordinary gain on
   extinguishment of debt...................            903     (15,707)        12,934      (23,383)
Extraordinary gain on extinguishment of
   debt, net of taxes.......................            ---         ---        265,329          ---
                                              _____________  __________      __________   ___________
Net income (loss)...........................  $         903  $  (15,707)     $ 278,263    $ (23,383)
                                              =============  ==========      ==========   ===========
</TABLE>


Our  revenues,  operating  results,  cash flows and  liquidity  in the first six
months of fiscal 2002 continue to be negatively  impacted by an overall  decline
in our COM  business.  For the six months ended March 31, 2002,  we reported net
income totaling $278.3 million.  This was primarily due to reorganization  items
of $13.3 million and the cancellation of debt and resulting  extraordinary  gain
of $265.3 million. Positive cash flows provided by operations were $10.4 million
for the six months ended March 31, 2002.  As of March 31, 2002,  we had positive
working capital of $21.1 million, and stockholders' equity of $97.7 million upon
the  application  of Fresh Start  Reporting  requiring us to revalue our assets,
liabilities and stockholders' equity at fair values.

Effective  December  31, 2001,  we amended our senior  secured  credit  facility
including these terms:

o       a $58.9 million limit, with a $53.1 million sublimit for direct
        borrowing and a $5.8 million letter of credit sublimit;
o       a limit on our borrowing ability based on a formula borrowing base
        ("FBB"), which provides that we may borrow new funds when direct
        borrowings are reduced below the FBB (the FBB is equal to 80% of
        eligible U.S. and Canadian accounts receivable);
o       certain restrictions on our operations as well as scheduled principal
        repayments;
o       an interest rate that is subject to reduction as the periodic scheduled
        principal repayments occur; and
o       scheduled maturity of June 30, 2003 and may be extended to December 31,
        2003 under certain conditions.

In May 2001,  we  announced  our  intention to sell all or parts of our European
document-management  business,  Document Solutions International (referred to as
DSI).  Approximately  $3.9 million was spent for  restructuring,  consulting and
severance  expenses in fiscal year 2001 in  preparation  for a potential sale of
DSI. Revenues from DSI were $40.3 million,  $11 million and $11 million, or 13%,
16% and 16% of total  Anacomp  revenues in fiscal year 2001,  in the three month
period  ended  December  31, 2001 and in the three month  period ended March 31,
2002, respectively.

We continue to exercise our reasonable best efforts to complete a sale of all or
portions of DSI. Any such eventual sale is subject to approval by the Bank Group
and we will be required to remit  proceeds  from the sale of DSI to pay down our
senior credit  facility.  The  execution,  timing,  likelihood and amount of net
proceeds of any such  potential  sale are  uncertain and we are  continuing  the
operations  of DSI in its  normal  course of  business.  Accordingly,  it is not
possible to predict with accuracy the potential  impact that a sale  transaction
of DSI would have on future  results;  however,  management  expects that such a
sale would generate funds that would be used to pay down the outstanding  credit
facility balance. Our International  Technical Services business is not affected
by this potential transaction.

Three Months Ended March 31, 2002 vs. Three Months Ended March 31, 2001

     General.  Anacomp  reported net income of $0.9 million for the three months
ended  March 31,  2002,  compared  to a net loss of $15.7  million for the three
months  ended March 31,  2001.  Net income in the current  quarter  reflects the
benefit of  completion  of  Anacomp's  financial  restructuring,  including  the
cancellation  of our  senior  subordinated  notes  along  with  related  accrued
interest.  The prior period net loss includes  interest expense of $11.1 million
versus $1.2  million in the  current  quarter,  $6.9  million in charges for the
settlement  of legal  matters and  professional  and  financial  advisory  costs
related to the  restructuring of our notes and amortization of intangible assets
of $3.2 million versus $0.5 million in the current quarter.

     Revenues. Anacomp's revenues decreased 16% from $80.2 million for the three
months ended March 31, 2001,  to $67.6  million for the three months ended March
31, 2002.  The decrease was composed of a $15.7 million  decline in  COM-related
revenues  offset in part by a $3.1  million  increase  in  digital  and  renewal
revenues.  We expect  that COM  revenues  will  continue  to decline  during the
remainder  of this fiscal year as well as in future  years and that  digital and
renewal revenues will continue to grow.

Document  Solutions  COM-related  revenues  decreased  23% from the  prior  year
period, from $32.2 million to $24.7 million.  This decrease was primarily due to
decreased  volume  in our COM  service  centers.  Digital  and  renewal  revenue
increased $2.2 million, or 13%, over the prior year period.

Technical Services revenues deceased 23% from the prior year period,  from $31.4
million  to $24.2  million.  Compared  to the prior  year  period,  systems  and
supplies  revenue  declined $5.7 million,  or 34%, and COM related  Professional
Services declined $2.7 million, or 29%, as a result of the continued decline for
and use of COM systems.  This was partially  offset by growth  (increase of $0.9
million,  or 16%) in our multi-vendor  service (MVS) revenue (services  provided
for products manufactured by other companies) over the prior year period.

     Gross Margins.  Anacomp's gross margin decreased from $26.8 million for the
three months ended March 31, 2001,  to $22.4  million for the three months ended
March 31, 2002, but as a percentage of revenues  remained steady at 33% for both
periods.

Document  Solutions  gross margin,  at 39% of revenues,  increased  from the 35%
reported for the prior year  period;  in dollars the  Document  Solutions  gross
margin remained consistent at $17.1 million for both periods.

Technical  Services gross margin  decreased from 31% in the prior year to 22% of
revenues for the quarter  ended March 31, 2002,  and in dollars  decreased  from
$9.7 million to $5.4 million.  The decrease in Technical  Services  gross margin
from the prior year period was  primarily the result of the current year decline
in COM service-related revenues.

Relative to the anticipated declines in COM revenues,  we intend to reduce costs
primarily through consolidation of facilities and adjustments to our labor force
to maintain gross margin levels.

     Engineering,   Research   and   Development.   Engineering,   research  and
development  expense  remained  essentially  flat at $1.8  million for the three
months ended March 31, 2002 and 2001.  These costs  represented 2.6% and 2.3% of
total revenues for the three months ended March 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.  Selling,  general and administrative
("SG&A") expenses  decreased from $25.8 million for the three months ended March
31, 2001,  to $16.7  million for the three months ended March 31, 2002.  Current
year expense reflects the benefit of reduced costs resulting from the fold-in of
the former  docHarbor  business  unit into Document  Solutions.  Prior year SG&A
expenses included $6.9 million in charges for the settlement of legal matters as
well  as  legal,  professional  and  financial  advisory  costs  related  to our
restructuring.  We  anticipate  that we will  continue  to incur  severance  and
facilities closure expenses as we attempt to manage the projected decline in COM
revenues.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
decreased from $3.2 million during the three months ended March 31, 2001 to $0.5
million in the current  three-month  period.  Prior year amortization  primarily
represented  amortization  of  goodwill,  whereas  the  current  period  expense
represents   amortization  of  intangible  assets  related  to  our  technology,
intellectual   property,   production  software,   and  customer  contracts  and
relationships  that have been recorded as part of the  reorganization  and Fresh
Start reporting  process.  The  "Reorganization  asset in excess of identifiable
assets" of $73.8 million  recorded in Fresh Start reporting is not an amortizing
asset.

     Interest  Expense.  Interest  expense  decreased from $11.1 million for the
three months  ended March 31,  2001,  to $1.2 million for the three months ended
March 31, 2002.  Prior year expense included three months of interest expense on
our senior  subordinated  notes  totaling  $8.4  million.  Current year interest
expense is primarily due to the revolving credit facility.

     Provision for Income Taxes.  The provision for income taxes of $1.3 million
in the current three month period  consists of $0.4 million  related to earnings
of foreign  subsidiaries  and $0.9 million related to domestic  operations.  The
provision  for income taxes of $0.6 million for the quarter ended March 31, 2001
related primarily to earnings of foreign subsidiaries. Our effective tax rate of
52% for the three-month period ended March 31, 2002 is primarily attributable to
foreign entity tax losses not benefited.

Six Months Ended March 31, 2002 vs. Six Months Ended March 31, 2001

     General.  Anacomp  reported net income of $278.3 million for the six months
ended March 31, 2002, compared to a net loss of $23.4 million for the six months
ended  March  31,  2001.  The  current  period  income  is  attributable  to  an
extraordinary  gain of $265.3  million  resulting from the  cancellation  of our
senior  subordinated notes and related accrued interest and the benefit of $13.3
million in  reorganization  items recorded as part of the Fresh Start  reporting
process. Net loss for the six months ended March 31, 2001 includes a substantial
interest expense component ($22.2 million versus $4.3 million in the current six
month  period) as well as $6.9  million in charges for the  settlement  of legal
matters and legal,  professional  and  financial  advisory  costs related to the
restructuring of our subordinated notes and amortization of intangible assets of
$5.9 million versus $3.4 million in the current period.

     Revenues.  Anacomp's revenues decreased 16% from $162.3 million for the six
months  ended March 31, 2001,  to $135.7  million for the six months ended March
31, 2002.  The decrease was composed of a $32.6 million  decline in  COM-related
revenues  offset in part by a $5.9  million  increase  in  digital  and  renewal
revenues.  Anacomp expects that COM revenues will continue to decline during the
remainder of this fiscal year as well as in future years.

Document  Solutions  COM-related  revenues  decreased  22% from the  prior  year
period, from $64.7 million to $50.2 million.  This decrease was primarily due to
decreased  volume  in our COM  service  centers.  Digital  and  renewal  revenue
increased $3.5 million, or 11%, over the prior year period

Technical Services revenues deceased 24% from the prior year period,  from $64.7
million to $49 million.  Compared to the prior year period, systems and supplies
revenue declined $13.8 million,  or 38%, and COM related  Professional  Services
declined $4.6 million,  or 25%, as a result of the continued decline for and use
of COM systems.  This decline was partially offset by growth of $2.4 million, or
23%, in our multi-vendor service revenue over the prior year period.

     Gross Margins.  Anacomp's  gross margin  decreased from $55 million (34% of
revenues)  for the six months  ended  March 31,  2001,  to $44  million  (32% of
revenues) for the six months ended March 31, 2002.

Document  Solutions  gross margin,  at 38% of revenues,  increased  from the 35%
reported for the prior year  period;  in dollars the  Document  Solutions  gross
margin  decreased  from $34 million  during the six month period ended March 31,
2001, to $32.5 million in the current period.

Technical  Services gross margin  decreased from 33% in the prior year to 23% of
revenues for the six months ended March 31, 2002, and in dollars  decreased from
$21 million to $11.4  million.  The decrease in Technical  Services gross margin
from the prior year  period was the result of the  current  year  decline in COM
service-related revenues.

Relative to the anticipated declines in COM revenues,  we intend to reduce costs
primarily through consolidation of facilities and adjustments to our labor force
to maintain gross margin levels.

     Engineering,   Research   and   Development.   Engineering,   research  and
development expense remained essentially flat at $3.5 million for the six months
ended March 31, 2002 and 2001.  These costs  represented  2.5% and 2.2% of total
revenues for the six months ended March 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 $46.3
million for the six months  ended March 31, 2001,  to $32.3  million for the six
months ended March 31, 2002.  Prior year SG&A expenses  included $8.4 million in
charges for the settlement of legal matters as well as legal,  professional  and
financial advisory costs related to our  restructuring.  Similar costs in fiscal
year 2002,  subsequent to the October 19, 2001 bankruptcy filing,  were reported
separately as reorganization  items and totaled $1 million.  Current year SG & A
expense  reflects the benefit of reduced costs resulting from the fold-in of the
former docHarbor  business unit into Document  Solutions.  We anticipate that we
will continue to incur severance  charges and facilities  closure expenses as we
attempt to manage the projected decline in COM revenues.

     Amortization  of  Intangible  Assets.  Amortization  of  intangible  assets
decreased  from $5.9 million  during the six months ended March 31, 2001 to $3.4
million in the current six month  period.  Prior year  amortization  represented
primarily   amortization  of  goodwill,   whereas  the  current  period  expense
represents only three months of goodwill  amortization  (through December 31) of
$2.9 million,  plus $0.5 million in amortization of intangible assets related to
our  technology,   intellectual  property,  production  software,  and  customer
contracts   and   relationships   that  have  been   recorded  as  part  of  the
reorganization and Fresh Start reporting process.  Our "Reorganization  asset in
excess of identifiable assets" of $73.8 million is not an amortizing asset.

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

     Interest Expense. Interest expense decreased from $22.2 million for the six
months ended March 31, 2001,  to $4.3 million for the six months ended March 31,
2002. Current year expense included interest (approximately $1.7 million) on our
senior  subordinated  notes only up to October  19,  2001,  the date the Company
filed Chapter 11  bankruptcy.  Prior year expense  included a full six months of
interest (approximately $17 million) on the notes. The remainder of expense from
both periods is due primarily to interest on the senior secured revolving credit
facility.

     Reorganization   Items.   Reorganization   items  represent   expenses  and
adjustments   resulting  from  the  Company's   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.

     Extraordinary  Gain  on  Extingushment  of  Debt.   Extraordinary  gain  on
extinguishment  of debt, net of taxes,  totaled $265.3 million for the six month
period  ended March 31, 2002 as  compared to none in the  comparable  prior year
period  resulting from our bankruptcy  proceedings and emergence from Chapter 11
proceedings on December 31, 2001.

     Provision for Income Taxes. In the current  six-month  period,  tax expense
totaling  $1.7 million  consists of $0.8 million  related to earnings of foreign
subsidiaries and $0.9 million related to domestic operations.  The provision for
income  taxes of $1 million  for the six months  ended  March 31,  2001  related
primarily to earnings of foreign subsidiaries.

Liquidity and Capital Resources

Our legacy  business  (COM) has  declined  in recent  years and is  forecast  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
Document Solutions and Technical Services offerings.  Other factors,  such as an
uncertain economy,  levels of competition in the document  management  industry,
and technological  uncertainties will impact to 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 August 24, 2001, Anacomp and Fleet National Bank, as agent, and its syndicate
of  lenders  (collectively,  "the Bank  Group")  executed a Summary of Terms and
Conditions regarding amendments to the senior secured revolving credit facility.
The amended facility, which became effective December 31, 2001, included a $58.9
million  limit,  with a $53.1 million  sublimit for direct  borrowing and a $5.8
million letter of credit  sublimit.  In accordance  with the new agreement,  the
$53.1 million  direct  borrowing  sublimit was reduced to $51.1 million on March
31, 2002 as a result of a $2 million scheduled principal  repayment.  The credit
limit will be subject to further reductions as the periodic scheduled  principal
repayments  become due.  The facility is available  for new  borrowings  up to a
Formula Borrowing Base ("FBB") when direct borrowings are reduced below the FBB.
The FBB equals  80% of  eligible  accounts,  which  include  U.S.  and  Canadian
accounts receivable.

At March 31, 2002, our outstanding  balance was $41.4 million (plus  outstanding
letters of credit of $5.8 million), the FBB was $17.5 million, and the excess of
borrowings  over the FBB was $23.9  million.  During the quarter ended March 31,
2002,  we made cash  payments  totaling  $11.7  million,  which is $9.7  million
greater  than our  scheduled  paydowns,  resulting  in $9.7 million of borrowing
capacity until the scheduled June 30, 2002 direct  borrowing  limit reduction of
$2  million.

The maturity date of the amended facility is June 30, 2003, with an extension to
December  31,  2003  if a sale of DSI  occurs  and  results  in $4  million  net
proceeds,  or if Anacomp  elects to increase the interest  rate by 1% during the
extension period.  Upon closing a sale of DSI, Anacomp would be required to make
a payment to the Bank Group to  permanently  reduce  the  credit  facility.  The
payment  would be the  greater of $4 million or 85% of the net sale  proceeds as
defined.  Under the  amended  facility,  the  direct  borrowings  limit  will be
permanently reduced by future required principal repayments as follows:

o $2 million on June 30, 2002;
o $3 million on September  30, 2002;
o $2.25  million on December 31, 2002 and March 31, 2003; and
o $2.5 million on June 30, 2003 and September 30, 2003.

If we were to only remit  payments  in total  equal to the  scheduled  principal
repayments  through  maturity at June 30, 2003,  unpaid principal would be $39.1
million.  Our credit facility expires on June 30, 2003, although we have options
to extend the  maturity to December 31,  2003.  In 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 at that time,  although  there
can be no assurances  that such financing will be available on terms  acceptable
to the Company, if at all.

The amended facility 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 the FBB. The rate of interest is
three  percentage  points  higher than the prime rate for the  facility  balance
outstanding  in  excess  of the FBB.  Interest  is due and  payable  monthly  in
arrears.  The  interest  rate was  4.75% for the FBB  portion  and 7.75% for the
excess portion at March 31, 2002.

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 Anacomp common stock;
o       mergers and acquisitions; and
o       liens and dividends.

There are also minimum EBITDA,  interest  coverage and leverage ratio covenants.
In addition, we are required to rfemit to the Bank Group the net proceeds of any
capital asset sale.

From April 1, 2002 to May 13, 2002 we made $4.7 million additional non-scheduled
cash payments to reduce the  outstanding  facility  balance to $36.7 million and
letters  of credit  totaling  $5.8  million.  As of May 13,  2002 we have  $14.4
million of borrowing capacity until the scheduled June 30, 2002 direct borrowing
limit reduction of $2 million.

We had working capital of $21.1 million at March 31, 2002,  compared to negative
working  capital of $394.3  million at September 30, 2001.  The working  capital
deficiency at September 30, 2001 was primarily due to $310 million in Notes, $51
million of related accrued  interest,  and $55.1 million of borrowings under the
senior secured revolving credit facility.  The positive working capital at March
31, 2002 reflects the  cancellation of the senior  subordinated  notes,  related
accrued  interest,  and  reclassification  of $41.4  million of the  outstanding
facility balance from current liabilities to long-term  liabilities,  consistent
with the paydown provisions  included in the terms of the amended facility.  Our
additional  early  paydowns  on the credit  facility  in excess of the  required
principal  payments  through  March 31, 2002 have  resulted in no portion of the
credit facility being reflected a current liability.

To facilitate  comparison of cash flow  activity,  cash flows for the six months
ended March 31, 2002 discussed  below  represents  the  combination of the three
month periods ended December 31, 2001  (Predecessor  Company) and March 31, 2002
(Reorganized  Company)  presented  in the  accompanying  condensed  consolidated
statements of cash flows.

Net cash provided by operating  activities  was $10.4 million for the six months
ended March 31,  2002,  compared to net cash  provided  by  operations  of $16.8
million in the comparable  prior year period.  The reduction in cash provided by
operations  is  primarily  attributable  to net  payments of  accounts  payable,
accrued expenses and other liabilities in the six months ended March 31, 2002 of
$5.4 million  owing to the improved  liquidity of the Company,  as compared to a
net  increase in these  accounts of $0.2  million in the  comparable  prior year
period. Improved liquidity was the result of our bankruptcy proceedings and cost
reduction activities undertaken leading up to our bankruptcy.

Net cash used in investing  activities was $2.2 million in the current six-month
period,  compared to cash used in  investing  activities  of $2.9 million in the
comparable  prior year period.  Expenditures  in both years were  primarily  for
purchases of equipment.

Net cash used in  financing  activities  was $13.7  million  during the  current
six-month period,  compared to $0.3 million provided by financing  activities in
the prior  period.  The current  period cash was used to pay down the  revolving
credit  facility,  while  the prior  year cash  provided  was due  primarily  to
proceeds received on liquidation of a currency swap contract.

Anacomp's cash balance totaled $19.4 million at March 31, 2002 compared to $24.3
million at  September  30,  2001.  Approximately  66% of the March 31, 2002 cash
balance is located at our foreign subsidiaries  compared to approximately 50% at
September 30, 2001.  Our use of excess cash as additional  payments  against our
credit facility resulted in the decrease of domestic cash on hand.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Revenues  generated  outside  of the United  States,  as a  percentage  of total
revenues,  were 33% and 27% for the six month  periods  ended March 31, 2002 and
2001,  respectively.   Fluctuations  in  foreign  exchange  rates  could  impact
operating results through translation of our subsidiaries' financial statements.

Our revolving  credit facility bears interest at variable rates and is therefore
affected by the  general  level of U.S.  interest  rates.  We had $41.4  million
outstanding  under our  facility on March 31,  2002.  If interest  rates were to
increase 2%, annual interest expense would increase  approximately  $0.8 million
based on the $41.4 million outstanding balance.


<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.

We are in the process of clearing all claims that were filed in conjunction with
the  Chapter 11  proceedings.  Each claim has been  individually  analyzed.  The
majority  of the  claims  were paid  prior to or  subsequent  to our  bankruptcy
filing.  The  remainder  relate to executory  contracts  assumed under the Plan,
represent duplicate claims, claim amounts that differ from our records or claims
that were filed late or are  unsubstantiated.  As a result, we do not anticipate
any material unrecorded claims.

Item 2. Changes in Securities and Use of Proceeds

(a)  As a part of the Plan confirmed by the Bankruptcy Court, Anacomp's Articles
     of  Incorporation  and Bylaws were amended.  The amendments were adopted in
     part to create the rights and  preference  of the class A Common  Stock and
     the class B Common Stock.

(c)  As part of the Plan,  Anacomp issued a total of 4,030,000 shares of class A
     Common Stock to the holders of its 10 7/8% senior  subordinated notes and a
     total of 4,034  shares of class B Common  Stock and  warrants  to  purchase
     783,077  shares of class B Common  Stock to the  holders  of  common  stock
     outstanding  as of  the  effective  date  of  the  Plan.  Each  warrant  is
     exercisable  for a period of five  years for the  purchase  of one share of
     class B Common  Stock at an  exercise  price of  $61.54  per  share.  These
     issuances were exempt from the registration  requirements of the Securities
     Act by reason of the  exemption  provided for shares issued in a bankruptcy
     reorganization.

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 report on
     Form 8-K:

     (1)  On  March  18,  2002,  Anacomp  filed  a  Form  8-K  to  announce  the
          resignation  of Phil Smoot as  President.  Mr. Smoot will  continue to
          serve  as  Chief  Executive  Officer  and  Chairman  of the  Board  of
          Directors  of  Anacomp.  Mr.  Jeffrey R.  Cramer has been  promoted to
          President of Anacomp.



<PAGE>


                                INDEX TO EXHIBITS


  EXHIBIT
   NUMBER                 DESCRIPTION OF DOCUMENT

    3.1       Amended and Restated Articles of Incorporation of Anacomp as of
              December 31, 2001. *
    3.2       Amended and restated Bylaws of Anacomp as of December 31, 2001. *

     * Incorporated by reference from the exhibits to the registration statement
     on Form 8-A filed by Anacomp on January 9, 2002.

<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: May 14, 2002