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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person
Talton R. Embry
c/o Magten Asset Management Corp.
35 E. 21st St.
New York, New York
2. Issuer Name and Ticker or Trading Symbol
Anacomp, Inc.
ANCO
3. IRS Number of Reporting Person (Voluntary)
4. Statement for Month/Year
9/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s)to Issuer (Check all
applicable)
(X) Director (X) 10% Owner* ( ) Officer (give title below)
( ) Other (specify below)
7. Individual or Joint/Group Filing (check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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<TABLE>
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TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of Security| 2. Transaction| 3. Transaction| 4. Securities | 5. Amount of | 6. Ownership |7. Nature of |
(Instr. 3) | Date | Code | Acquired (A) | Securities | Form: | Indirect |
| | (Instr. 8) | or Disposed | Beneficially | Direct (D) | Beneficial|
| (Month/ | | of (D) | Owned at End | or Indirect| Ownership |
| Day/ | | (Instr. 3,4, | of Month | (I) | (Instr. 4)|
| Year) | | and 5) | (Instr. 3 and 4)| (Instr. 4) | |
| | | | |(A) or| | | | |
| | Code | V | Amount|(D) |Price| | | |
_________________________________________________________________________________________________________________________________
Common Stock 9/15/98 J** 11,303 D ** 4,680,375 I ***
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</TABLE>
<TABLE>
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TABLE II -- DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of | 2. Conver- | 3. Trans- | 4. Trans- | 5. Number of | 6. Date Exer- | 7. Title and Amount |
Derivative | sion or | action | action | Derivative | cisable and | of Underlying |
Security | Exercise | Date | Code | Securities | Expiration | Securities |
(Instr. 3) | Price of | (Month/ | (Instr. | Acquired | Date | (Instr. 3 and 4) |
| Deri- | Date/ | 8) | (A) or | (Month/Day/ | |
| vative | Year) | | Disposed of | Year) | |
| Security | | | (D) (Instr. | | |
| | | | 3, 4 and 5) | | |
| | |____________|_________________|___________________|_____________________|
| | | | | | | | | | |
| | | | | | | Date | Expira- | | Amount or |
| | | | | | | Exer- | tion | | Number of |
| | | Code | V | (A) | (D) | cisable | Date | Title | Shares |
___________________|_____________|____________|______|_____|________|________|_________|_________|________|____________|
| | | | | | | | | | |
l l l l l l l l l l l
</TABLE>
<TABLE>
<S> <C> <C> <C>
| 8. Price of | 9. Number of | 10. Ownership | 11. Nature of |
| Derivative | derivative | Form of | Indirect |
| Security | Securities | Derivative | Beneficial |
| (Instr. 5) | Benefi- | Security | Ownership |
| | cially | Direct (D) | (Instr. 4) |
| | Owned at | or Indirect | |
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| | End of | (I) (Instr. | |
| | Month | 4) | |
| | (Instr. 4) | | |
</TABLE>
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Explanation of Responses:
* The Reporting Person may be deemed to be a member of a
group holding equity securities of the Issuer. The filing
of this report shall not be deemed to be an admission that
the Reporting Person is a member of such a group.
** On September 15, 1998, Magten distributed in kind 11,303
shares of the Issuer's Common Stock to four of its
investment advisory clients.
*** The amount of securities shown in columns 4 and 5 of Table
I of this Form 4 is owned beneficially either by the
Reporting Person's minor children, pension trusts for the
benefit of current and former employees of Magten Asset
Management Corp. ("Magten") or discretionary accounts
managed by Magten. The Reporting Person is the sole
stockholder and a Managing Director of Magten. The
Reporting Person disclaims beneficial ownership of the
securities held by his minor children and the discretionary
accounts managed by Magten for purposes of Section 16 or
for any other purpose. The Reporting Person disclaims
beneficial ownership of the securities owned by the pension
trusts for the benefit of current and former employees of
Magten for Section 16 or for any other purpose, except to
the extent of the Reporting Person's pro rata interest in
such securities.
Signature of Reporting Person:
/s/ Talton R. Embry
__________________________
Date: October 9, 1998
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space is sufficient, see Instruction 6 for
procedure.
01651001.AM2
