UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12

ANACOMP, INC.
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(Name of Registrant as Specified In Its Charter)

Lloyd I Miller, III
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transactions applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.)

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid

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[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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LLOYD I. MILLER
4550 GORDON DRIVE
NAPLES, FLORIDA 34102

(941) 262-8577 (TELEPHONE)
(941) 262-8025 (FACSIMILE)

September 24, 2003

BY FEDERAL EXPRESS
- ------------------

Anacomp, Inc.
15378 Avenue of Science
San Diego, CA 92128
Attn: Secretary

Re: Notice of Director Nominations and Proposal of Business

Dear Sir or Madam:

The undersigned is a record and beneficial owner of shares of
common stock of Anacomp, Inc., an Indiana corporation ("ANACOMP"). Pursuant to
Section 2.8 of Anacomp's Amended and Restated Bylaws, the undersigned, as a
record holder, is giving notice of nominations for election to the Board of
Directors of Anacomp (the "BOARD") at the 2004 Annual Meeting of Stockholders
(the "ANNUAL MEETING"). According to Anacomp's 2003 Proxy Statement, stockholder
proposals intended to be presented at the Annual Meeting must be received not
later than September 25, 2003. The undersigned's proposal is being delivered
prior to such deadline and in accordance with Section 2.8 of Anacomp's Amended
and Restated Bylaws, which states that for stockholder action to be properly
brought before the annual meeting, notice must be received prior to the date on
which shareholder proposals to be included in the proxy statement must be
received under the requirements of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder.

The undersigned nominates Mr. Lloyd I. Miller, III., Mr. Frank
A. Bellis Jr. and Mr. Raymond L. Steele (the "NOMINEES") for election as
directors at the Annual Meeting. The information with respect to each of these
nominees that is required to be disclosed under Regulation 14A under the
Securities Exchange Act of 1934, as amended, is set forth on Annex A. The
undersigned's proposal with respect to these director nominations is set forth
on Annex D hereto. The undersigned's proposal is for the stockholders to vote
FOR Mr. Lloyd I. Miller, III, FOR Mr. Frank A. Bellis Jr. and FOR Mr. Raymond L.
Steele at the Annual Meeting. Such director nominations are being proposed in an
attempt to provide Anacomp with directors who are advocates of stockholder value
and who are interested in seeking ways to maximize stockholder value.

Anacomp, Inc.
Page 2 of 3

The undersigned has an interest in this proposal because the
undersigned is currently the beneficial owner of 16.31% of Anacomp's common
stock. The undersigned has no knowledge of any other stockholders who support
this proposal, other than the beneficial stockholders named in the Schedule 13D
filed by the undersigned on February 21, 2002, as amended on September 16, 2003.

The undersigned's name and address, as they appear on
Anacomp's books are: Lloyd I. Miller, 4550 Gordon Drive, Naples, Florida 34102.
The undersigned may be deemed to be the beneficial owner of 657,993 shares of
common stock and is the record owner of 44,447 shares of common stock.

The undersigned has held, for at least one year, more than
$2,000 in market value, or 1%, of Anacomp's securities entitled to be voted on
the nominations and proposal at the Annual Meeting and intends to appear in
person or by proxy at the Annual Meeting to nominate the Nominees. Furthermore,
the undersigned intends to continue to hold such shares of common stock through
the date of the Annual Meeting. Enclosed is a copy of the Schedule 13D filed by
the undersigned on February 21, 2002 and as amended on September 16, 2003.

If permitted by the rules of the Securities and Exchange
Commission then in effect, the undersigned proposes to include the Nominees in
Anacomp's proxy statement and form of proxy for the Annual Meeting, together
with the Proposal set forth in Annex D.

STOCKHOLDERS SHOULD READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE
IT CONTAINS IMPORTANT INFORMATION. ONCE AVAILABLE, COPIES OF THE DEFINITIVE
PROXY STATEMENT MAY BE OBTAINED AT NO COST FROM THE UNDERSIGNED'S SOLICITATION
AGENT OR FROM THE SECURITIES AND EXCHANGE COMMISSION, AT THEIR WEBSITE,
WWW.SEC.GOV.

Sincerely,

/s/ Lloyd I. Miller, III
-------------------------------------
Lloyd I. Miller, III

The nominations for election to the Board of Directors are not intended to be
in opposition to the nomination or election of Jeffrey R. Cramer.

ANNEX A

Lloyd I. Miller, III (age 48) is a registered investment
advisor and has been a member of the Chicago Board of Trade since 1978 and a
member of the Chicago Stock Exchange since 1996. Mr. Miller graduated from Brown
University in 1977 with a Bachelor's Degree. Mr. Miller is currently a director
of Stamps.com, American BankNote Corporation, Celeritek, Inc., Dynabazaar, Inc.
(formerly FairMarket, Inc.), and Aldila, Inc. Mr. Miller previously served on
the board of directors of several other companies, including Anacomp and Denny's
Corporation. Mr. Miller's principal occupation is investing assets held by Mr.
Miller on his own behalf and on behalf of his family.

Raymond L. Steele (age 69) has been a retired businessman for
over nine years. Mr. Steele has served as a director of American BankNote
Corporation since March 2001, Newcastle Holdings, Inc. since 1991, and DualStar
Technologies Corporation since 1998. Mr. Steele has previously served as a
director of I.C.H. Corporation, Video Services Corp., Orion Pictures Corporation
and Emerson Radio Corp. Prior to his retirement, Mr. Steele held various senior
positions such as Executive Vice President of Pacholder Associates, Inc. (from
August 1990 until September 1993) and Executive Advisor at the Nickert Group
(from 1989 through 1990).

Frank A. Bellis Jr. (age 50) is currently the President of
Provinceline Associates, LLC, a company dedicated to providing a broad range of
advice to emerging organizations in financial transition. Previously, from 1992
to December of 2002, Mr. Bellis was the Chief Executive Officer of Claridge
Casino Hotel. Mr. Bellis graduated Brown University in 1975 with a Bachelor's
Degree and from Seton Hall University School of Law in 1982. Mr. Bellis
currently serves as a director of Synergy Brands, Inc. and Caring, Inc. Mr.
Bellis has previously served as a director of Claridge Casino Hotels and
Atlantic City Special Improvement District.

None of the nominees holds any position or office with
Anacomp, and no arrangements or understandings exist between any of the nominees
and any other person pursuant to which any of such nominees is to be elected as
a director. None of the nominees has any family relationship with any director
or executive officer of Anacomp. None of the nominees is or has been involved in
any legal proceedings in the past five years relating to bankruptcy, criminal
proceedings, violations of the securities laws, violations of the Federal
commodities laws, or injunctions from engaging in certain business activities.
None of the nominees is or has been convicted in a criminal proceeding during
the past ten years. Additionally, none of the nominees nor any associate of any
of the nominees is a party adverse to Anacomp in a material proceeding or
otherwise has a material interest adverse to Anacomp.

None of the nominees nor any company that any of the nominees
is associated with has any business relationship with Anacomp. None of the
nominees nor any family member of any of the nominees is or has been in the last
year indebted to Anacomp for an amount exceeding $60,000. Please note that Mr.
Miller previously served as a director of Anacomp, and additional information
regarding Mr. Miller has been publicly disclosed in the company's proxy
statements and Mr. Miller's filings under the Securities Exchange Act.

Annex A - Page 1

Mr. Miller was not late filing any reports required by Section
16(a) nor has he failed to file a required form, other than an amendment of the
initial Form 3 which corrected an accounting error. Neither Mr. Steele nor Mr.
Bellis are a ten percent (10%) owner of Anacomp and thus are not subject to any
Section 16(a) filing requirements.

Mr. Miller may be deemed to beneficially own 657,993 shares of
common stock of Anacomp. Mr. Miller is the record holder of 44,447 of these
shares.

Attached as Annex B is a list of all securities of Anacomp
purchased or sold by Mr. Miller within the past two years, the dates on which
they were purchased or sold and the amount purchased or sold. Attached as Annex
C is information regarding Mr. Miller's security ownership in Anacomp.

Trust A-4, Trust C, MILGRAT I(A), Milfam I, L.P. and Milfam
II, L.P. may be deemed to be associates of Mr. Miller under Regulation 14A. Set
forth on Annexes B and C are (i) a list of all shares of common stock owned
beneficially, directly and indirectly, by each associate and (ii) the address of
each associate.

Annex A - Page 2

EXHIBIT A-1
CONSENT OF DIRECTOR

I hereby consent to (i) the use of my name and any references
to me as a person nominated to become a director of Anacomp, Inc., an Indiana
corporation, in the proxy statement of Anacomp and any proxy statement that may
be filed by Mr. Lloyd I. Miller, III, and any amendments or supplements thereto,
and (ii) serving as director of Anacomp.

Dated: September 24, 2003

/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III

Exhibit A-1 - Page 1

EXHIBIT A-2

CONSENT OF DIRECTOR

Dated: September 24, 2003

/s/ Raymond L. Steele
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Raymond L. Steele

Exhibit A-2 - Page 1

EXHIBIT A-3

CONSENT OF DIRECTOR

Dated: September 24, 2003

/s/ Frank A. Bellis, Jr.
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Frank A. Bellis, Jr.

Exhibit A-3 - Page 1

ANNEX B

ANACOMP, INC.
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SEE LEGEND BELOW FOR EXPLANATION OF ENTITIES

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ENTITY DATE BUY/(SELL)
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A4 7/6/2000 123,097
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M-1 7/6/2000 126,347
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M-2 7/6/2000 100,932
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Lloyd 7/6/2000 44,447
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Milgrat I(A) 11/5/2001 73,047
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Milgrat I(A) 11/4/2002 (20,417)*
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C 11/4/2002 20,417*
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A4 5/23/2003 123
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M-2 9/4/2003 50,000
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A-4 9/4/2003 50,000
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M-2 9/9/2003 45,000
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A-4 9/9/2003 45,000
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* - On November 4, 2002 Milgrat I(A) transferred 20,417 shares of common stock
to Trust C as an annuity payment.

Annex B - Page 1

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LEGEND
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Trust A-4 ("A4") Lloyd I. Miller, III ("Miller") is the advisor to
Trust A-4 and Trust C (the "Trusts"). Trust A-4 was
Alan Goldman, VP created pursuant to a Declaratory Judgment, signed by
PNC Bank, N.A. the Honorable Wayne F. Wilke for the Court of Common
500 PNC Center Pleas, Probate Division, Hamilton County, Ohio, on
201 East Fifth Street October 17, 1992, pursuant to which Trust A was split
Cincinnati, OH 45202 into four separate trusts. The Trusts were created
pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated September 20,1983.
Trust C ("C") Miller was named as advisor to PNC Bank, Ohio, N.A.
(formerly The Central Trust Company, N.A., Cincinnati
Alan Goldman, VP Ohio), the trustee named in the Trust Agreement. Such
PNC Bank, N.A. appointment became effective on April 22, 1990, the
500 PNC Center date of death of Lloyd I. Miller, the grantor of the
201 East Fifth Street Trusts. All of the shares purchased by Miller as
Cincinnati, OH 45202 advisor to the Trusts were purchased by funds
generated and held by the Trusts.
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Milgrat I(A) ("MILGRAT I (A)") Pursuant to an Irrevocable Trust Agreement, dated
Steve Hendrickson November 5, 2001, all of the shares purchased in Trust
Northern Trust Company C were transferred into a grantor retained annuity 50
South Lasalle Street trust ("MILGRAT I(A)"). On November 4, 2002, 20,417
Chicago, IL 60675 of the shares were transferred back to Trust C from
Milgrat I(A) as an annuity distribution pursuant to the
Irrevocable Trust Agreement. Miller is named as the trustee
to MILGRAT I(A).
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Annex B - Page 2

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Milfam I, L.P. ("M-1") Miller is the manager of Milfam LLC, an Ohio limited
liability company established pursuant to the
Alan Goldman, VP Operating Agreement of Milfam LLC, dated as of
PNC Bank, N.A. December 10, 1996. Milfam LLC is the managing general
500 PNC Center partner of (i) Milfam I, L.P., a Georgia limited
201 East Fifth Street partnership established pursuant to the Partnership
Cincinnati, OH 45202 Agreement for Milfam I, L.P., dated December 11, 1996,
and (ii) Milfam II, L.P. a Georgia limited partnership
Milfam II, L.P. ("M-2") established, pursuant to the Partnership Agreement for
Milfam II, L.P., dated December 11, 1996. All of the
Steve Hendrickson shares Miller may be deemed to beneficially own as the
Northern Trust Company manager of the managing general partner of Milfam II,
50 South Lasalle Street L.P. were purchased with money contributed to Milfam
Chicago, IL 60675 II, L.P. by its partners, or money generated and held
by Milfam II, L.P.
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Lloyd I. Miller, III ("Lloyd") Lloyd I. Miller is a registered investment advisor.
4550 Gordon Drive
Naples, FL 34102
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Except as shown in the table above, the address for each person or entity is as
follows:

Gradison McDonald
580 Walnut Street
Cincinnati, OH 45202

Annex B - Page 3

ANNEX C

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS

- ------------------------------- ----------------------------- --------------------------- ----------------------------
(3) Amount and
(1) Title of (2) Name and address nature of beneficial
class of beneficial owner ownership (4) Percent of class
- ------------------------------- ----------------------------- --------------------------- ----------------------------

Common Stock Lloyd I. Miller, III 657,993(1) 16.31%
4550 Gordon Drive
Naples, Florida 34102
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- -----------------------------

(1) As of September 22, 2003, 218,220 of such shares are beneficially
owned by Trust A-4; 20,417 of such shares are beneficially owned by Trust C;
52,630 of such shares are beneficially owned by MILGRAT I(A); 126,347 of such
shares are beneficially owned by Milfam I, L.P.; 195,932 of such shares are
beneficially owned by Milfam II, L.P.; and 44,447 of such shares are owned of
record by Miller directly. This information shall not be deemed an admission
that Lloyd I. Miller, III is the beneficial owner of any equity securities
mentioned above, other than the shares he holds of record.

Annex C - Page 1

ANNEX D

PROPOSAL

NOMINATION OF DIRECTORS

Stockholders of Anacomp will be asked at the Annual Meeting to
consider and vote upon the election of seven directors whose terms will expire
at the next annual meeting. I, Lloyd I. Miller, III, am soliciting your proxy in
support of the election of myself (the "NOMINEE"), Mr. Frank A. Bellis, Jr. and
Mr. Raymond L. Steele (together, the "NOMINEES"). My solicitation of proxies is
in opposition to three of the persons nominated for election by Anacomp's
management. I believe that if the Nominees are elected, the Nominees will be
able to encourage Anacomp to take steps to increase stockholder value and to
monitor closely management's progress with respect to enhancing stockholder
value. If elected, the Nominees will lead efforts to improve stockholders' rate
of return and determine whether stockholder value can be maximized through the
adoption of a share repurchase plan or other strategic transaction.

REASONS FOR THE PROPOSAL

I have nominated the Nominees for election to Anacomp's board
of directors because I believe that steps taken by Anacomp to date to enhance
stockholder value have been insufficiently decisive, and that the management
nominees for director do not have a practical strategy to return value to the
stockholders of Anacomp, such as through a stock repurchase plan or other
strategic transaction. I believe that the Nominees, if elected to serve on
Anacomp's board of directors, would lead more decisive efforts to enhance
stockholder value. By electing the Nominees, stockholders can provide Anacomp
with directors who are interested in seeking ways to maximize stockholder value,
while at the same time improving Anacomp's performance.

If elected, the Nominees would oppose transactions that result
in Anacomp retaining all of its cash and instead would advocate the use of such
cash to fund a stock repurchase plan. If elected, the Nominees would ask the
board to consider these as well as other similar transactions that to increase
the return on investment for Anacomp stockholders. In addition, the Nominees are
in favor of efficient management of Anacomp's cash and other assets and would
seek to reduce corporate overhead.

If elected, the Nominees would be committed to act in the best
interests of Anacomp's stockholders and, subject to each Nominee's duties as a
director of Anacomp, to pursue diligently and promptly the actions described
above. If elected, the Nominees would advocate changes to be made at Anacomp and
would seek to obtain the agreement of the other members of the Board of
Directors to approve these changes. I believe that the election of the Nominees
is critical to making Anacomp more accountable to its stockholders.

Annex D - Page 1