SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 26, 2001

                                  ANACOMP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Indiana                     1-8328                  35-1144230
      (STATE OR OTHER        (COMMISSION FILE NUMBER)  (I.R.S. EMPLOYER
        JURISDICTION OF                                IDENTIFICATION NO.)
         INCORPORATION)

               12365 Crosthwaite Circle
                      Poway, CA                                  92064
- --------------------------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)



       Registrant's telephone number, including area code: (858) 679-9797

                                 Not Applicable
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)











ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

On December 11, 2001, the United States Bankruptcy Court for the Southern
District of California confirmed the Plan of Reorganization (the "Prepackaged
Plan") of Anacomp, Inc. (the "Company") under Chapter 11 of the United States
Bankruptcy Code. The Prepackaged Plan provides for the Company's comprehensive
financial restructuring (the "Restructuring"). The purpose of the Restructuring
is to enhance the Company's economic viability by adjusting the Company's
capitalization (including debt levels) to reflect currently anticipated business
levels. The Restructuring is designed to substantially reduce the debt service
obligations of the Company and create a capital structure that will allow the
Company to stabilize its business and operations. The consummation of the
Restructuring is subject to several contingencies detailed in the Disclosure
Statement (as defined below).

Under the terms of the Prepackaged Plan, the Company's existing 10 7/8% Senior
Subordinated Notes due 2004 (the "Notes") will be cancelled and the holders of
the Notes (the "Holders"), as of the Effective Date of the Prepackaged Plan
(currently anticipated to be December 31, 2001), will receive common stock of
the Company. The Prepackaged Plan provides for the extinguishment of the
Company's existing common stock and the adoption of new Articles of
Incorporation, which will provide for Class A Common Stock and Class B Common
Stock. Class A Common Stock and Class B Common Stock will be identical in all
respects (including without limitation, for purposes of voting) except that
Class B Common Stock will, upon certain occurrences, be subject to dilution
without further stockholder action of any kind. Holders of existing common stock
as of the Effective Date of the Prepackaged Plan will receive one share of Class
B Common Stock for each approximately 3,611 shares of the Company's current
common stock held as of the Effective Date of the Plan, and warrants
("Warrants") to purchase additional Class B Common Stock at an exercise price of
$61.54 per share. Upon consummation of the Prepackaged Plan, the current common
stockholders of the Company will retain a 0.1% interest in the Company's common
stock and the Holders will receive a 99.9% interest (without giving
consideration to shares of common stock underlying the Warrants or shares of
Class A Common Stock issuable to certain officers of the Company as incentive
compensation).

The Prepackaged Plan also provides for the restructuring of the Company's
existing credit facility with the Bank Group (the "Facility"). The proposed
restructured Facility provides for, among other provisions, accelerated
principal repayments causing permanent reductions in the borrowing limit. As a
precondition to the restructuring of the Facility, the Company must effectuate a
financial restructuring pursuant to a prepackaged Chapter 11 plan of
reorganization by January 15, 2002.

A copy of the Disclosure Statement describing Anacomp, Inc.'s Chapter 11 Plan of
Reorganization, dated August 29, 2001 (including Anacomp, Inc.'s Chapter 11 Plan
of Reorganization, dated August 29, 2001, and all exhibits thereto) (the
"Disclosure Statement") was attached as an exhibit to the Company's Filing on
Form 8-K dated September 20, 2001. Attached as an Exhibit to the Company's
Filing on Form 8-K dated October 29, 2001 was a modification of the Plan (the
"Plan Modification") relating to the creation of a new class of claims
consisting of one Holder. Each of the Disclosure Statement, the Plan and the
Plan Modification are incorporated herein by reference to the filings previously
indicated.

Certain statements in this Form 8-K (and the exhibits referenced herein),
including those related to the Company's plans, liquidity needs, potential
restructuring and future operations, constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company, or industry results, to differ
materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such risks, uncertainties and other
important factors include, among others: general economic and business
conditions; industry trends; industry capacity; competition; raw materials costs
and availability; currency fluctuations; the loss of any significant customers
or suppliers; changes in business strategy or development plans; successful
development of new products; availability, terms and deployment of capital;
ability to meet debt service obligations; availability of qualified personnel;
changes in, or the failure or inability to comply with, government regulations;
and other factors referenced in this report. The words "may", "could", "should",
"would", "believe", "anticipate", "estimate", "expect", "intend", "plan" and
similar expressions or statements regarding future periods are intended to
identify forward-looking statements. All forward-looking statements are
inherently uncertain as they involve substantial risks and uncertainties beyond
the Company's control. The Company undertakes no obligation to update or revise
any forward-looking statements for events or circumstance after the date on
which such statement is made. New factors emerge from time to time, and it is
not possible for the Company to predict all such factors. Further, the Company
cannot assess the impact of each such factor on its business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.



EXHIBITS

2.1     Plan of Reorganization (1)

2.2     Plan Modification (2)

99.1    Disclosure Statement (1)

- ------------------------------

(1) Incorporated by Reference to Filing on Form 8-K dated September 20, 2001.

(2) Incorporated by Reference to Filing on Form 8-K dated October 29, 2001.








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


                                   ANACOMP, INC.



                                   By:  /s/ Linster W. Fox
                                        -------------------------
                                        Name:   Linster W. Fox
                                        Title:  Senior Vice President and
                                                Chief Financial Officer

DATE: DECEMBER 26, 2001