================================================================================


                                  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 September 26, 2004

                                       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: 1-12955

                            JOURNAL REGISTER COMPANY
             (Exact Name of Registrant as Specified in its Charter)


                 DELAWARE                                       22-3498615
      (State or Other Jurisdiction of                        (I.R.S. Employer
      Incorporation or Organization)                        Identification No.)

 50 WEST STATE STREET, TRENTON, NEW JERSEY                      08608-1298
 (Address of Principal Executive Offices)                       (Zip Code)

                                 (609) 396-2200
              (Registrant's Telephone Number, Including Area Code)
           ----------------------------------------------------------
            (Former Name, Former Address and Former Fiscal Year, if
                           Changed Since Last Report)

     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 [ ] No [X]

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

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date: common stock, $.01 par value
per share,  41,956,260 shares  outstanding  (exclusive of treasury shares) as of
November 1, 2004.

================================================================================


<PAGE>


                            JOURNAL REGISTER COMPANY

                               INDEX TO FORM 10-Q




PART I.         FINANCIAL INFORMATION                                   PAGE NO.
-------         ---------------------                                   --------

     Item 1.    Financial Statements (Unaudited):

                Condensed Consolidated Balance Sheets..........................1

                Condensed Consolidated Statements of Income....................2

                Condensed Consolidated Statements of Cash Flows................3

                Notes to Condensed Consolidated Financial Statements...........4

     Item 2.    Management's Discussion and Analysis of Financial Condition
                and Results of Operations.....................................11

     Item 3.    Quantitative and Qualitative Disclosures About Market Risk....22

     Item 4.    Controls and Procedures.......................................22

PART II.        OTHER INFORMATION
--------        -----------------

     Item 6.    Exhibits and Reports on Form 8-K..............................23

     Signature  ..............................................................24


                                       1
<PAGE>


                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            JOURNAL REGISTER COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

DOLLARS IN THOUSANDS                            SEPTEMBER 26,       DECEMBER 28,
FISCAL PERIOD ENDED                                 2004                2003
================================================================================
ASSETS:
CURRENT ASSETS:
  Cash and cash equivalents                      $        50          $      31
  Accounts receivable, less allowance
    for doubtful accounts of  $ 8,454
    and $ 5,785, respectively                         64,039             43,591
  Inventories                                          9,301              6,597
  Deferred income taxes                               13,979              3,719
  Other current assets                                 8,650              4,149
-------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                  96,019             58,087
-------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
  Land                                                13,036             10,720
  Buildings and improvements                          90,026             76,759
  Machinery and equipment                            194,085            174,519
  Construction in progress                            11,577              7,413
-------------------------------------------------------------------------------
TOTAL                                                308,724            269,411

Less accumulated depreciation                       (151,915)          (143,398)
-------------------------------------------------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT                    156,809            126,013
-------------------------------------------------------------------------------
INTANGIBLE AND OTHER ASSETS:
  Goodwill                                           850,719            491,833
  Other intangible assets, net of
    accumulated amortization
    of $ 7,559  and $ 9,654,
    respectively                                      55,608             14,500
  Other assets                                         4,194              2,627
-------------------------------------------------------------------------------
TOTAL ASSETS                                     $ 1,163,349          $ 693,060
===============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
  Current maturities of long-term debt           $         -          $  37,853
  Accounts payable                                    15,920              9,454
  Accrued interest                                     3,158              2,062
  Deferred subscription revenue                       14,848             10,614
  Accrued salaries and vacation                       10,514              6,455
  Fair market value of hedges                            246              2,483
  Other accrued expenses and current
    liabilities                                       36,358             14,564
-------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                             81,044             83,485
-------------------------------------------------------------------------------
Senior debt, less current maturities                 789,100            380,492
Deferred income taxes                                 60,624             47,379
Accrued retiree benefits and other
  liabilities                                         27,279             19,462
Income taxes payable                                  34,488             89,898

Commitments and contingencies

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value per share,
        300,000,000 shares authorized,
        48,437,581 issued at September 26, 2004
        and December 28, 2003                            484                484
  Additional paid-in capital                         360,269            359,359
  Unearned compensation                                  (97)                 -
  Accumulated deficit                                (76,331)          (167,426)
-------------------------------------------------------------------------------
                                                     284,325            192,417
-------------------------------------------------------------------------------
  Less treasury stock, 6,482,571 and 6,837,948
    shares, respectively, at cost                    (95,577)          (100,817)
  Accumulated other comprehensive loss,
    net of tax                                       (17,934)           (19,256)
-------------------------------------------------------------------------------
NET STOCKHOLDERS' EQUITY                             170,814             72,344
-------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 1,163,349          $ 693,060
===============================================================================

                             SEE ACCOMPANYING NOTES.

                                       1
<PAGE>


                            JOURNAL REGISTER COMPANY
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


<TABLE>
<CAPTION>
<S>                                            <C>               <C>               <C>               <C>

                                                     THIRTEEN WEEKS ENDED              THIRTY-NINE WEEKS ENDED
                                              ---------------------------------   ---------------------------------
IN THOUSANDS, EXCEPT PER SHARE DATA            SEPTEMBER 26,     SEPTEMBER 28,     SEPTEMBER 26,     SEPTEMBER 28,
FISCAL PERIOD ENDED                                2004              2003              2004              2003
--------------------------------------------------------------------------------------------------------------------

REVENUES:
    Advertising                                  $  93,737         $ 73,516          $ 247,873        $ 220,998
    Circulation                                     24,968           22,870             69,576           67,832
------------------------------------------------------------------------------------------------------------------
  Newspaper revenues                               118,705           96,386            317,449          288,830
  Commercial printing and other                      4,347            4,420             12,412           12,768
------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES                                     123,052          100,806            329,861          301,598
------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
  Salaries and employee benefits                    48,085           38,759            126,772          116,678
  Newsprint, ink and printing charges               10,257            7,872             26,127           23,046
  Selling, general and administrative               17,160           13,356             44,958           39,380
  Depreciation and amortization                      4,745            3,861             12,134           11,625
  Other                                             17,393           15,107             46,877           43,757
------------------------------------------------------------------------------------------------------------------
Total operating expenses                            97,640           78,955            256,868          234,486
------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                    25,412           21,851             72,993           67,112
Net interest expense and other                      (5,307)          (4,442)           (11,770)         (12,171)
Write-off of prior debt issuance costs              (1,211)               -             (1,211)               -
------------------------------------------------------------------------------------------------------------------

Income before provision for income taxes            18,894           17,409             60,012           54,941
Net benefit for income taxes                       (47,194)         (14,455)           (31,083)            (657)
------------------------------------------------------------------------------------------------------------------
NET INCOME                                       $  66,088         $ 31,864          $  91,095        $  55,598
==================================================================================================================

NET INCOME PER COMMON SHARE:
  Basic                                          $    1.58         $   0.77          $    2.17        $    1.35
  Diluted                                        $    1.55         $   0.76          $    2.14        $    1.34

WEIGHTED-AVERAGE SHARES OUTSTANDING:
  Basic                                             41,952           41,139             41,886           41,237
  Diluted                                           42,604           41,717             42,631           41,643
</TABLE>

                             SEE ACCOMPANYING NOTES.

                                       2
<PAGE>


                            JOURNAL REGISTER COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                            <C>                  <C>

                                                                                      THIRTY-NINE WEEKS ENDED
                                                                               -----------------------------------
(DOLLARS IN THOUSANDS)                                                          SEPTEMBER 26,       SEPTEMBER 28,
FISCAL PERIOD ENDED                                                                 2004                2003
==================================================================================================================

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                      $   91,095           $  55,598
Adjustments to reconcile net income to net cash provided by
    operating activities:
Provision for losses on accounts receivable                                          2,813               2,851
Depreciation and amortization                                                       12,134              11,625
Increase in deferred income taxes                                                    2,070               6,466
(Increase) decrease in accounts receivable                                          (6,745)              1,054
Increase (decrease) in accounts payable                                                984              (1,674)
Decrease in income taxes payable                                                   (53,675)            (20,710)
Other, net                                                                           9,512               3,130
------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                           58,188              58,340
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net additions to property, plant and equipment                                      (8,426)            (10,102)
Purchases of businesses                                                           (414,741)                  -
------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                             (423,167)            (10,102)
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments of) long-term debt                                         (51,672)            (40,868)
Proceeds from issuance of long-term debt                                           795,000                   -
Extinguishment of prior long-term debt                                            (372,573)                  -
Financing costs                                                                    (11,907)                  -
Exercise of stock options for common stock                                           6,150                 533
Purchase of Company stock                                                                -              (7,905)
------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES                                364,998             (48,240)
------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                                        19                  (2)
Cash and cash equivalents, beginning of period                                          31                  33
------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $       50           $      31
==================================================================================================================

SUPPLEMENTAL  DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                                                    $   10,531           $  11,526
    Income taxes                                                                $   11,919           $  13,542

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Comprehensive income -- mark-to-market hedge
  adjustments, net of tax                                                       $    1,322           $   1,101

==================================================================================================================
</TABLE>

                             SEE ACCOMPANYING NOTES.

                                       3
<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 26, 2004
                                   (Unaudited)



1.       ORGANIZATION AND BASIS OF PRESENTATION

         The accompanying  condensed  consolidated  financial statements include
Journal  Register  Company  and  all  of  its  wholly-owned   subsidiaries  (the
"Company").  The Company  primarily  publishes  daily and  non-daily  newspapers
serving  markets in Greater  Philadelphia,  Michigan,  Connecticut,  the Greater
Cleveland  area of  Ohio,  Central  New  England  and the  Capital-Saratoga  and
Mid-Hudson  regions of New York.  The Company  also owns and manages  commercial
printing  operations in Connecticut and Pennsylvania.  In addition,  the Company
currently  operates  194  individual  Websites  featuring  the  Company's  daily
newspapers and non-daily publications.

         The Company has authorized 1,000,000 shares of Preferred Stock, none of
which were issued or  outstanding  during the  periods  for which the  financial
statements are presented.

         The condensed consolidated interim financial statements included herein
have been prepared by the Company,  without audit, in accordance with accounting
principles  generally accepted in the United States ("GAAP") and pursuant to the
rules and regulations of the Securities and Exchange  Commission.  The condensed
consolidated  interim financial statements do not include all of the information
and footnote disclosure required by GAAP for complete financial  statements.  In
the opinion of the Company's  management,  the accompanying  unaudited condensed
consolidated  financial statements contain all material adjustments  (consisting
only of normal  recurring  accruals)  necessary to present  fairly its financial
position as of September  26, 2004 and  December  28,  2003,  the results of its
operations  for the thirteen and  thirty-nine  week periods ended  September 26,
2004 and September 28, 2003 and its cash flows for the thirty-nine  week periods
ended  September  26, 2004 and September 28, 2003.  These  financial  statements
should be read in  conjunction  with the  Company's  December  28, 2003  audited
consolidated  financial statements and notes thereto.  Interim operating results
are not necessarily indicative of the results to be expected for an entire year.

2.       EARNINGS PER COMMON SHARE

         The  following  table sets forth the  computation  of  weighted-average
shares  outstanding  for calculating  both basic and diluted  earnings per share
("EPS"):
<TABLE>
<CAPTION>
<S>                                      <C>                   <C>                <C>               <C>

                                                 THIRTEEN WEEKS ENDED                 THIRTY-NINE WEEKS ENDED
                                         -------------------------------------   -----------------------------------
(IN THOUSANDS)                           SEPTEMBER 26,         SEPTEMBER 28,      SEPTEMBER 26,     SEPTEMBER 28,
                                             2004                  2003               2004              2003
--------------------------------------------------------------------------------------------------------------------
Weighted-average shares - basic             41,952                41,139             41,886            41,237
Effect of dilutive securities:
   Employee stock options                      652                   578                745               406
--------------------------------------------------------------------------------------------------------------------
Weighted-average shares - diluted           42,604                41,717             42,631            41,643
====================================================================================================================
</TABLE>

         Options to purchase approximately 2.6 million shares of common stock at
a range of $19.40 to $22.50 per share and  approximately 2.2 million shares at a
range of $21.00 to $22.50 per share were  outstanding  during the  thirteen  and
thirty-nine  week periods ended September 26, 2004, but were not included in the
computation  of diluted EPS in either  period  because the exercise  prices were
greater than the average  market price of the common shares during such periods.
Similarly,  options to purchase approximately 2.2 million shares of common stock
at a range of $21.00 to $22.50 per share and approximately 2.6 million shares at
a range of $17.55 to $22.50 per share were  outstanding  during the thirteen and
thirty-nine  week periods ended September 28, 2003,  respectively,  but were not
included in the  computation  of diluted EPS  because the  exercise  prices were
greater than the average market price of the common shares during such periods.

3.       INCOME TAXES

         The  provision for income taxes for the thirteen and  thirty-nine  week
periods ended  September 26, 2004 and September 28, 2003 reflect the reversal of
previously recorded income tax accruals of approximately $54.6 million and $20.9
million, respectively, that were determined to no longer be required.


                                       4
<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 26, 2004
                                   (Unaudited)



4.       COMMON STOCK

         The Company's  Board of Directors has  authorized the use of up to $100
million per year for the repurchase of the Company's Common Stock.  Based on the
terms of the  Credit  Agreement  (defined  in Note 6  below),  the  Company  may
currently  use up to $50 million per year for the  repurchase  of the  Company's
Common Stock.  Shares under the stock repurchase  program are to be purchased at
management's  discretion,  either in the open market or in privately  negotiated
transactions.  Since January 13, 1999, and as of September 26, 2004, the Company
has   repurchased   approximately   7.5  million  shares  at  a  total  cost  of
approximately $110.2 million.

5.       STOCK-BASED COMPENSATION COSTS

         The  Company has  elected to  continue  to follow the  intrinsic  value
method of accounting as  prescribed by Accounting  Principles  Board Opinion No.
25,   ACCOUNTING   FOR  STOCK  ISSUED  TO  EMPLOYEES   ("APB  25")  and  related
interpretations in accounting for its employee stock options.

         For purposes of pro forma  disclosure,  the estimated fair value of the
options is amortized to expense over the vesting  period for such  options.  The
Company's  quarterly  pro  forma  information,  had  compensation  costs for the
Company's stock option plans been determined in accordance with SFAS No. 123, is
as follows:

<TABLE>
<CAPTION>
<S>                                              <C>                  <C>                 <C>              <C>

                                                     THIRTEEN WEEKS ENDED                 THIRTY-NINE WEEKS ENDED
                                             -------------------------------------   ------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT                    SEPT. 26,            SEPT. 28,           SEPT. 26,        SEPT. 28,
PER SHARE AMOUNTS)                                 2004                 2003                2004             2003
-------------------------------------------------------------------------------------------------------------------------

Net income:
    As reported                                  $ 66,088             $ 31,864            $ 91,095         $ 55,598
     Add: Stock-based employee
        compensation expense included
        in reported net income,  net of
        related tax effects                            22                    -                  29                -
     Deduct: Total stock-based
        employee  compensation
        expense determined under fair
        value based method for all
        awards, net of  related tax effects          (525)                (761)             (1,525)          (2,265)
-------------------------------------------------------------------------------------------------------------------------
     Pro forma                                   $ 65,585             $ 31,103            $ 89,599         $ 53,333
=========================================================================================================================

Net income per common share:
     As reported:
         Basic                                   $   1.58             $   0.77            $   2.17         $   1.35
         Diluted                                 $   1.55             $   0.76            $   2.14         $   1.34
     Pro forma:
         Basic                                   $   1.56             $   0.76            $   2.14         $   1.29
         Diluted                                 $   1.54             $   0.75            $   2.10         $   1.28
=========================================================================================================================
</TABLE>

6.       ACQUISITIONS

         The Company applies the purchase method of accounting for acquisitions.
Acquisitions  and  dispositions  of  newspaper  properties  are  subject  to the
finalization of customary adjustments and closing costs.

         On August 12,  2004,  the Company  completed  the  acquisition  of 21st
Century Newspapers,  Inc., a Delaware corporation ("21st Century"),  pursuant to
an Agreement and Plan of Merger (the "Agreement"), dated July 2, 2004, with 21st
Century and Wolverine  Acquisition Corp., a Delaware  corporation ("Merger Sub")
and a wholly-owned subsidiary of the Company. Pursuant to the Agreement,  Merger
Sub  merged  with and into 21st  Century,  with  21st  Century  surviving  as an
indirect  wholly-owned  subsidiary of the Company (the "Merger").  The assets of
21st Century include four daily newspapers and 87 non-daily publications located
in Michigan.


                                       5
<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 26, 2004
                                   (Unaudited)



6.       ACQUISITIONS (CONTINUED)

         In connection  with the  transactions  described in the Agreement,  the
Company  entered into a Credit  Agreement,  dated August 12, 2004, with JPMorgan
Chase Bank as  Administrative  Agent and  Co-Documentation  Agent,  J.P.  Morgan
Securities  Inc.,  as Sole Lead  Arranger and Sole  Bookrunner,  The Bank of New
York, Key Bank National  Association,  SunTrust Bank and Wachovia Bank, National
Association,  as Co-Syndication  Agents,  and The Royal Bank of Scotland PLC, as
Co-Documentation Agent (the "Credit Agreement").

         The  purchase  price  for the  acquisition  was  $415  million  and was
financed with borrowings under the Credit Agreement. The purchase price has been
allocated to the net assets  acquired  based on the estimated fair value of such
assets.  The estimated fair values  contained  herein are preliminary in nature,
and may not be indicative of the final purchase price allocation,  which will be
based on,  among  other  things,  an  assessment  of fair  value of such  assets
performed by an independent appraiser.  Accordingly,  the final determination of
value could result in a significant increase or decrease in amortization expense
in future periods from the amounts currently estimated. The preliminary purchase
price  allocation  for 21st  Century,  as of September  26, 2004,  is as follows
(DOLLARS IN THOUSANDS):

                  Current assets                           $   23,554
                  Property, plant and equipment, net           33,182
                  Goodwill                                    359,527
                  Intangible and other long-term assets        31,268
                                                              -------
                  Total assets acquired                       447,531

                  Current liabilities                          19,360
                  Non-current liabilities                       4,162
                                                              -------
                  Total liabilities assumed                    23,522
                                                              -------

                  Net assets acquired                         424,009
                     Less: acquisition costs (net of
                     related tax effect)                        9,009
                                                              -------
                  Purchase price                            $ 415,000
                                                              =======

         Acquisition  costs noted above  include  transaction  costs and certain
costs incurred or expected to be incurred in connection with the integration and
consolidation of 21st Century's operations.  There is no tax deductible goodwill
arising in connection with the Company's acquisition of 21st Century.

         The  following  table  presents the  unaudited  pro forma  consolidated
results of  operations  of the  Company as though the 21st  Century  acquisition
occurred on the first day of each period presented:

<TABLE>
<CAPTION>
<S>                                           <C>                   <C>                <C>               <C>

                                                     THIRTEEN WEEKS ENDED                 THIRTY-NINE WEEKS ENDED
                                             -------------------------------------   ----------------------------------
(DOLLARS IN THOUSANDS, EXCEPT                 SEPTEMBER 26,         SEPTEMBER 28,      SEPTEMBER 26,     SEPTEMBER 28,
 PER SHARE AMOUNTS)                               2004                  2003               2004              2003
-----------------------------------------------------------------------------------------------------------------------
Net revenues                                    $ 141,191            $ 138,436          $ 420,774         $ 416,589
Net income                                      $  66,305            $  32,808          $  92,064         $  58,950
Net income per share:
   Basic                                            $1.58                $0.80              $2.20             $1.43
   Diluted                                          $1.56                $0.79              $2.16             $1.42
</TABLE>

The pro forma results are not necessarily indicative of what actually would have
occurred  if the 21st  Century  acquisition  had been in effect  for the  entire
periods presented and are not intended to be a projection of future results.


                                       6
<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 26, 2004
                                   (Unaudited)



6.       ACQUISITIONS (CONTINUED)

         The  Company  also  completed  one  acquisition  during  2003 and three
additional  acquisitions  during the first nine months of 2004.  On November 17,
2003,  the  Company  completed  the  acquisition  of the  assets  of  THE  NORTH
ATTLEBOROUGH  FREE  PRESS,  based in  North  Attleborough,  Massachusetts.  This
acquisition  included a weekly newspaper serving North  Attleborough,  Attleboro
Falls and certain neighboring communities, including Plainville, South Attleboro
and Attleboro.  On January 28, 2004, the Company  completed the acquisition of O
JORNAL,   a  weekly   Portuguese-language   newspaper   based  in  Fall   River,
Massachusetts,  with  circulation of  approximately  14,300 serving more than 30
communities  in  Massachusetts  and Rhode  Island.  On May 4, 2004,  the Company
completed  the  acquisition  of the assets of Mohawk  Valley  Media,  a group of
non-daily  publications  based in Rome,  New York serving  Rome and  neighboring
communities.

7.       DEBT AND INTEREST RATE DERIVATIVES

         The Credit Agreement,  which was executed August 12, 2004, provides for
(i) two  secured  term  loan  facilities  ("Term  Loan A" and  "Term  Loan B" or
collectively,  the "Term Loans"),  with Term Loan A having a face amount of $275
million and Term Loan B having a face amount of $350 million, and (ii) a secured
revolving credit facility (the "Revolving Credit Facility") of $425 million. The
Credit  Agreement  also  provides for an  uncommitted,  multiple  draw term loan
facility (the  "Incremental  Facility") in the amount of up to $500 million,  as
permitted by the administrative  agent, to be repaid under conditions as defined
in the  Credit  Agreement.  To  date,  the  Company  has not  drawn  down on the
Incremental Facility.

         Term Loan A and Term Loan B mature on November  12, 2011 and August 12,
2012,  respectively,  and the Revolving  Credit Facility matures on November 12,
2011.  The Term Loans are  repayable in  quarterly  installments  commencing  in
December 2006 and the  availability of the Revolving  Credit Facility is subject
to certain  quarterly  reductions  that commence in December  2009. In addition,
under the terms of the Company's Credit Agreement,  under certain  circumstances
the  Company may be required to prepay a portion of the Term Loans and any loans
under an Incremental Facility in an amount equal to (i) excess net proceeds from
the sale of newspaper  properties  that are not  reinvested  within at least 365
days or (ii) 50 percent of excess cash flow, as defined in the Credit Agreement,
provided  that there will be no prepayment of excess cash flow in any year where
the Company's leverage is equal to or less than 5.00 to 1.

         The amounts outstanding under the Credit Agreement bear interest at (i)
1.5 percent to 0.625 percent above LIBOR (as defined in the Credit Agreement) or
(ii) 0.25  percent  to 0  percent  above  the  higher of (a) the Prime  Rate (as
defined in the Credit Agreement) or (b) 0.5 percent above the Federal Funds Rate
(as defined in the Credit Agreement). The interest rate spreads ("the applicable
margins")  are  dependent  upon the ratio of debt to trailing four quarters Cash
Flow (as defined in the Credit  Agreement)  and are reduced or increased as such
ratio declines or increases,  respectively. The estimated fair value of the Term
Loans and Revolving Credit Facility approximates their carrying value.

         An  annual  commitment  fee is  incurred  on the  average  daily-unused
portion of the Revolving Credit  Facility,  payable  quarterly in arrears,  at a
percentage  that  varies  from  0.375  percent  to  0.250  percent  based on the
quarterly  calculation  of the Total  Leverage  Ratio (as  defined in the Credit
Agreement).

         In  accordance  with the  requirements  of the  Credit  Agreement,  the
Company is required to maintain  certain  Interest  Rate  Protection  Agreements
("IRPAs")  on a portion of its debt,  to reduce the  potential  exposure  of the
Company's  future cash flows to  fluctuations in variable  interest  rates.  The
minimum  requirement  varies depending on the Company's Total Leverage Ratio, as
defined in the Credit Agreement.

         Pursuant  to  these  requirements,  as  well  as  similar  requirements
contained in the  Company's  prior credit  agreement,  the Company  entered into
certain  interest rate hedges  ("Collars")  that  establish a base interest rate
ceiling  ("CAP") and a base interest rate floor  ("floor") at no initial cost to
the Company. In the event 90-day LIBOR exceeds the CAP, the Company will receive
cash from the  issuers to  compensate  for the rate in excess of the CAP. If the
90-day  LIBOR is lower than the floor,  the Company will pay cash to the issuers
to  compensate  for the rate below the floor.  Each of the  Collars is for a two
year term and amortizes over its term to the notional amount set


                                       7
<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 26, 2004
                                   (Unaudited)



forth  below.  As of  September  26,  2004,  the  aggregate  notional  amount of
outstanding Collars in effect was $335 million.

7.       DEBT AND INTEREST RATE DERIVATIVES (CONTINUED)

         The  following  table  summarizes  the Company's  existing  Collars and
executed contracts for Collars not yet effective,  in each case at September 26,
2004:

           Effective Date            Cap (%)     Floor (%)     Notional Amount
           -------------             -------     --------      ---------------

          October 29, 2002             6.0          2.66         $135 million
          January 29, 2003             4.0          1.54         $150 million
          August 20, 2004              4.5          2.05          $50 million
          October 29, 2004             4.5          2.08         $100 million
          January 29, 2005             4.5          2.38          $50 million

         Under Statement of Financial  Accounting  Standard No. 133,  ACCOUNTING
FOR DERIVATIVE  INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 133"), as amended, the
fair  market  value  of  derivatives  is  reported  as an  adjustment  to  Other
Comprehensive Income/Loss ("OCI"). The IRPAs were fully effective in hedging the
changes in cash flows  related to the debt  obligation  during the  thirteen and
thirty-nine  week  periods  ended  September  26, 2004 and the fiscal year ended
December 28, 2003.  The total  deferred loss reported in OCI as of September 26,
2004 and December  28, 2003 was  approximately  $0.1  million and $1.5  million,
respectively   (net  of  $0.1  million  and  $1.0  million  of  deferred  taxes,
respectively).  Each IRPA is  designated  for all or a portion of the  principal
balance and term of a specific debt  obligation.  From time to time, the Company
may enter into additional IRPAs for nominal amounts on the outstanding debt that
will, at a minimum, meet the requirements of the Credit Agreement.

8.       COMPREHENSIVE INCOME

         The components of comprehensive income for the thirteen and thirty-nine
week periods ended September 26, 2004 and September 28, 2003 are as follows:

<TABLE>
<CAPTION>
<S>                                            <C>              <C>                <C>               <C>
                                                     THIRTEEN WEEKS ENDED             THIRTY-NINE WEEKS ENDED
                                             ----------------------------------   ----------------------------------
(DOLLARS IN THOUSANDS)                        SEPT. 26, 2004    SEPT. 28, 2003     SEPT. 26, 2004    SEPT. 28, 2003
--------------------------------------------------------------------------------------------------------------------

Net income                                       $ 66,088          $ 31,864           $ 91,095          $ 55,598
Reclassification of unrealized gains on fully
   effective hedges to net income, net of tax         277               467              1,107             1,211
Net change in fair value of fully effective
   hedges, net of tax                                 (78)              (90)               215              (110)
--------------------------------------------------------------------------------------------------------------------
Comprehensive income                             $ 66,287          $ 32,241           $ 92,417          $ 56,699
====================================================================================================================
</TABLE>

         Accumulated other  comprehensive  loss, net of tax, as of September 26,
2004 and December 28, 2003, was  approximately  $17.9 million and $19.3 million,
respectively. These balances primarily consist of net losses from changes in the
fair value of the Company's minimum pension liabilities and IRPAs.

9.       INTANGIBLE AND OTHER ASSETS

         On July 25, 2001,  the FASB issued  Statement  of Financial  Accounting
Standard No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS ("SFAS 142").  Under SFAS
142,  goodwill and  indefinite-lived  intangible assets are no longer amortized.
However,  goodwill and indefinite-lived  intangible assets are reviewed annually
or more frequently,  if required,  for impairment.  Separable  intangible assets
that are not deemed to have an  indefinite  life will  continue to be  amortized
over their  useful  lives.  During  fiscal year 2001,  the  Company  adopted the
amortization


                                       8
<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 26, 2004
                                   (Unaudited)



provisions of SFAS 142, which currently apply to goodwill and intangible  assets
acquired  after June 30, 2001.  With respect to goodwill and  intangible  assets
acquired prior to July 1, 2001, the Company adopted SFAS 142 at the beginning of
fiscal year 2002. The Company  performs the required annual  impairment tests as
of the first day of the  fourth  quarter  of each  fiscal  year.  Changes in the
carrying amounts of intangible assets are as follows:

<TABLE>
<CAPTION>
<S>                                  <C>         <C>                <C>           <C>        <C>               <C>
                                           AS OF SEPTEMBER 26, 2004                   AS OF DECEMBER 28, 2003
                                  ------------------------------------------   -------------------------------------
                                                 ACCUMULATED                                ACCUMULATED
(DOLLARS IN THOUSANDS)               GROSS       AMORTIZATION       NET           GROSS     AMORTIZATION       NET
--------------------------------------------------------------------------------------------------------------------

INTANGIBLE ASSETS SUBJECT TO
  AMORTIZATION:
  Customer and subscriber lists   $   8,107      $  (5,515)    $   2,592     $   6,743      $  (4,853)    $   1,890
  Non-compete covenants               2,870         (1,762)        1,108         2,870         (1,686)        1,184
  Advertiser accounts                16,100            (78)       16,022             -              -             -
  Debt issuance costs                11,907           (204)       11,703         4,573         (3,023)        1,550
---------------------------------------------------------------------------------------------------------------------
  Total                              38,984         (7,559)       31,425        14,186         (9,562)        4,624
---------------------------------------------------------------------------------------------------------------------

INTANGIBLE ASSETS NOT SUBJECT
TO AMORTIZATION:
  Goodwill                          913,929        (63,210)      850,719       555,043        (63,210)      491,833
  Mastheads                          24,275            (92)       24,183         9,968            (92)        9,876
---------------------------------------------------------------------------------------------------------------------
  Total                             938,204        (63,302)      874,902       565,011        (63,302)      501,709
---------------------------------------------------------------------------------------------------------------------
  Total goodwill and
     other intangible assets      $ 977,188      $ (70,861)    $ 906,327     $ 579,197      $ (72,864)    $ 506,333
=====================================================================================================================
</TABLE>


         Identifiable  intangible  assets include customer and subscriber lists,
non-compete  covenants,  advertiser accounts and debt issuance costs, which have
an estimable useful life and are amortizable on a straight-line basis over their
useful lives. Indefinite-lived intangible assets include goodwill and mastheads,
which are not amortizable.  Mastheads are included in other intangible assets on
the balance sheet.  The purchase price of the 21st Century  acquisition has been
allocated to the net assets  acquired  based on the estimated fair value of such
assets.  The estimated fair values  contained  herein are preliminary in nature,
and may not be indicative of the final purchase price allocation,  which will be
based on,  among  other  things,  an  assessment  of fair  value of such  assets
performed by an independent appraiser.  Accordingly,  the final determination of
value could result in a significant increase or decrease in amortization expense
in future periods from the amounts currently estimated.

         The change in goodwill reflects the Company's  acquisitions  during the
thirteen and thirty-nine week periods ended September 26, 2004. For the thirteen
week periods  ended  September  26, 2004 and  September  28, 2003,  amortization
expense for intangible assets was $660,000 and $346,000,  respectively.  For the
thirty-nine  week  periods  ended  September  26, 2004 and  September  28, 2003,
amortization  expense  for  intangible  assets was  $1,353,000  and  $1,039,000,
respectively.  Estimated amortization expense for identifiable intangible assets
and other assets is as follows (DOLLARS IN THOUSANDS):

            2004                                          $ 2,237
            2005                                            3,654
            2006                                            3,305
            2007                                            2,977
            2008                                            2,977
            Thereafter                                     16,425


                                       9
<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 26, 2004
                                   (Unaudited)



10.      PENSION AND OTHER POST-RETIREMENT BENEFITS

         Net Periodic Benefit Cost for the thirty-nine weeks ended September 26,
2004 and September 28, 2003 included the following components:

<TABLE>
<CAPTION>
<S>                                                         <C>              <C>            <C>              <C>
                                                                                           OTHER POST-RETIREMENT
                                                             PENSION BENEFITS                    BENEFITS
                                                      -------------------------------   ----------------------------
(DOLLARS IN THOUSANDS)                                      2004            2003            2004             2003
--------------------------------------------------------------------------------------------------------------------
Components of Net Periodic Benefit Cost:
     Service Cost                                         $ 1,678         $ 1,461          $    3           $    6
     Interest Cost                                          4,469           4,293             187              201
     Expected Return on Plan Assets                        (5,446)         (5,139)              -                -
     Amortization of Net:
        Transition Obligation                                   -             (30)              -                -
        Prior Service Cost                                   (267)           (267)            (69)             (69)
        (Gain)/Loss                                         1,470           1,635            (231)            (246)
--------------------------------------------------------------------------------------------------------------------
     Net Periodic Benefit Cost                            $ 1,904         $ 1,953          $ (110)          $ (108)
====================================================================================================================
</TABLE>

         The  Company   currently   does  not  expect  to   contribute   to  the
Company-sponsored  pension plans in fiscal year 2004,  other than a contribution
of  approximately  $39,000 during the fourth quarter of 2004 to certain  pension
plans  acquired in  connection  with the 21st Century  acquisition.  The Company
expects to  contribute  an amount,  in the range of  approximately  $115,000  to
$200,000,  to  such  21st  Century  plans  during  fiscal  year  2005.  For  the
post-retirement  health  and  life  insurance  plans,  the  Company  expects  to
contribute approximately $400,000 in fiscal year 2004. As of September 26, 2004,
approximately  $150,000 has been  contributed by the Company to  post-retirement
health and life insurance plans.

         On  December  8,  2003,  the  President  signed  into law the  Medicare
Prescription Drug,  Improvement,  and Modernization Act of 2003 (the "Act"). The
Act provides for an expansion of Medicare,  primarily adding a prescription drug
benefit for Medicare eligible-retirees starting in 2006. The Act also provides a
federal subsidy to sponsors that provide a benefit that is at least  actuarially
equivalent  to  Medicare  Part D. The  Company is  currently  unable to conclude
whether  the  benefits  provided  by the plans  are  actuarially  equivalent  to
Medicare  Part D under the  legislation.  Even if one or more of the plans could
satisfy the actuarial  equivalence  requirement,  the Company  believes that the
effects of the Act on medical  obligations  and costs would not be  significant.
Therefore,  the Company's retiree medical  obligations and costs reported do not
reflect any impact associated with the legislation.

11.      SUBSEQUENT EVENTS

         On October 4,  2004,  the  Company  acquired  the assets of  Berks-Mont
Newspapers, Inc., a privately held non-daily newspaper group based in Boyertown,
Pennsylvania.  The acquisition included ten non-daily publications with combined
circulation of approximately 168,000.

         On October 27, 2004,  the Company  entered into an additional  interest
rate  Collar  for a  notional  amount  of $100  million,  which is fixed for its
two-year  term.  The CAP on this  Collar  is 4.5  percent  and the floor is 2.47
percent. See Note 7, "Debt and Interest Rate Derivatives."


                                       10
<PAGE>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

GENERAL

         The Company's principal business is publishing newspapers in the United
States, and its publications are primarily daily and non-daily  newspapers.  The
Company's revenues are derived primarily from advertising,  paid circulation and
commercial printing.

         As of  September  26,  2004,  the Company  owned and  operated 27 daily
newspapers  and 337  non-daily  publications  strategically  clustered  in seven
geographic  areas:  Greater  Philadelphia;  Michigan;  Connecticut;  the Greater
Cleveland  area of Ohio;  Central  New  England;  and the  Capital-Saratoga  and
Mid-Hudson  regions of New York. The Company has total paid daily circulation of
approximately  635,000,  total paid Sunday circulation of approximately  665,000
and total non-daily distribution of approximately 5 million.

          The principal  elements of the  Company's  strategy are to: (i) expand
advertising  revenues and readership;  (ii) grow by  acquisition;  (iii) capture
synergies from geographic  clustering;  and (iv) implement  consistent operating
policies and standards.

         As part of its strategy, the Company focuses on increasing advertising
and  circulation  revenues and  expanding  readership  at its existing and newly
acquired  properties.  The Company has also developed certain operating policies
and standards,  which it believes have resulted in significant  improvements  in
the  cash  flow and  profitability  of its  existing  and  acquired  newspapers,
including: (i) focusing on local content; (ii) maintaining and improving product
quality; (iii) enhancing distribution; and (iv) promoting community involvement.

         The  Company is a leader in  executing  its  clustering  strategy.  The
Company believes that its clustering strategy creates significant  synergies and
cost  savings  within each  cluster,  including  cross-selling  of  advertising,
centralized news gathering and  consolidation  of printing,  production and back
office  activities.  The Company  also  believes  that its  clustering  strategy
enables it to improve print quality and distribution, introduce new products and
services  in a  cost-effective  manner and  increase  readership.  In  addition,
clustering  enables the Company's  advertisers  to expand their reach and target
their message both geographically and demographically.

         The Company's  revenues are derived from advertising,  paid circulation
(including single copy sales and subscription sales) and commercial printing and
other activities.  Advertising revenues are comprised of three basic categories:
retail,  classified and national. The Company's advertiser base is predominantly
local.  The Company's  newspapers  seek to produce  desirable  results for local
advertisers by targeting  readers based on certain  geographic  and  demographic
characteristics.  The Company  also seeks to increase  overall  readership,  and
thereby  generate  traffic for its  advertisers,  by  focusing  on high  product
quality,  compelling  and often  proprietary  local  content  and  creative  and
interactive promotions.

         The Company's  advertising  revenues are derived primarily from a broad
group of local  advertisers.  No single  advertiser  accounted for more than one
percent  of the  Company's  total  fiscal  year  2003  revenues.  The  Company's
management  believes that its advertising  revenues tend to be relatively stable
because its newspapers rely on a broad base of local retail and local classified
advertising,  rather than the generally more volatile national and major account
advertising.  However,  the Company's  advertising  revenues are  susceptible to
economic  swings,  particularly  those that  affect the local  economies  in the
markets in which the Company operates, and can be difficult to predict.

         In addition, the Company is committed to expanding its business through
its  Internet  initiatives.  Online  revenues of $4.3  million  are  included in
advertising  revenues for the  thirty-nine  week period ended September 26, 2004
and constituted  approximately 1.7 percent of total advertising  revenues during
the period. The Company's online objective is to make its Websites, all of which
are accessible through WWW.JOURNALREGISTER.COM, the local information portal for
their  respective  markets by  establishing  such Websites as the  indispensable
source of useful and reliable  community  news,  sports and information in their
markets. The Company currently operates 194 Websites,  which are affiliated with
the Company's daily newspapers and non-daily publications.


                                       11
<PAGE>


         The Company  promotes  single copy sales of its  newspapers  because it
believes that such sales have even higher  readership than  subscription  sales,
and that  single-copy  readers  tend to be more  active  consumers  of goods and
services,  as indicated by a Newspaper  Association  of America  ("NAA")  study.
Single copy sales also tend to generate higher profit margins than  subscription
sales,  as single  copy sales  generally  have  higher per unit prices and lower
distribution   costs.   Subscription  sales,  which  provide  readers  with  the
convenience  of home  delivery,  are an  important  component  of the  Company's
circulation base.

         The Company  also  publishes  numerous  special  sections and niche and
special interest  publications.  Such publications  tend to increase  readership
within  targeted   demographic   groups  and  geographic  areas.  The  Company's
management  believes  that as a  result  of  these  strategies,  its  newspapers
represent  an  attractive  and   cost-effective   medium  for  its  readers  and
advertisers.

ACQUISITIONS AND DISPOSITIONS

         On August 12,  2004,  the Company  completed  the  acquisition  of 21st
Century  Newspapers,  Inc.,  a  privately-held  operator  of one of the  largest
newspaper clusters in the United States. Located in Michigan,  21st Century owns
four daily  newspapers  with  combined  average  daily net paid  circulation  of
approximately  132,000  and  combined  average  Sunday net paid  circulation  of
approximately  177,000,  and 87 non-daily  publications  with  approximately 1.5
million  non-daily  distribution.  The 21st  Century  newspaper  cluster  is the
Company's second largest cluster based on revenues,  after the Company's Greater
Philadelphia  cluster.  THE  OAKLAND  PRESS and THE  MACOMB  DAILY,  two of 21st
Century's  daily  newspapers,   are  the  Company's  second  and  third  largest
newspapers,  respectively,  with the NEW HAVEN REGISTER  remaining the Company's
flagship and largest newspaper.

         The Company also completed one acquisition  during 2003 and three other
acquisitions  during  2004.  On November  17, 2003,  the Company  completed  the
acquisition of the assets of THE NORTH  ATTLEBOROUGH FREE PRESS,  based in North
Attleborough,  Massachusetts.  This  acquisition  included  a  weekly  newspaper
servicing  North   Attleborough,   Attleboro   Falls  and  certain   neighboring
communities, including Plainville, South Attleboro and Attleboro. On January 28,
2004,   the  Company   completed  the   acquisition   of  O  JORNAL,   a  weekly
Portuguese-language   newspaper  based  in  Fall  River,   Massachusetts,   with
circulation  of  approximately  14,300  serving  more  than  30  communities  in
Massachusetts  and Rhode  Island.  On May 4, 2004,  the  Company  completed  the
acquisition  of the  assets  of  Mohawk  Valley  Media,  a  group  of  non-daily
publications  based in Rome, New York serving Rome and neighboring  communities.
On October 4, 2004, subsequent to the end of the 2004 third quarter, the Company
acquired the assets of Berks-Mont  Newspapers,  Inc., a privately held non-daily
newspaper group, based in Boyertown,  Pennsylvania,  that includes ten non-daily
publications with combined circulation of approximately 168,000.

         From September 1993 through October 31, 2004, the Company  completed 30
strategic   acquisitions,   acquiring  18  daily   newspapers,   294   non-daily
publications  and  four  commercial  printing  companies.   Three  of  the  four
commercial  printing  facilities  owned by the  Company  print a  number  of the
Company's  non-daily  publications and the fourth is a premium quality sheet-fed
printing company.

RESULTS OF OPERATIONS

THIRTEEN  WEEK PERIOD ENDED  SEPTEMBER 26, 2004 AS COMPARED TO THE THIRTEEN WEEK
PERIOD ENDED SEPTEMBER 28, 2003

FOR  COMPARISON  PURPOSES,  WHERE NOTED,  THE  COMPANY'S  FINANCIAL  RESULTS ARE
PRESENTED ON A SAME-STORE  BASIS,  WHICH  EXCLUDES THE RESULTS OF THE  COMPANY'S
ACQUISITIONS  COMPLETED  IN 2003  AND  2004  FROM  THE  RESULTS  OF THE  PERIODS
PRESENTED.

         SUMMARY.  Net income for the thirteen  week period ended  September 26,
2004 was $66.1  million,  or $1.55 per diluted share,  versus $31.9 million,  or
$0.76 per diluted share, for the thirteen week period ended September 28, 2003.


                                       12
<PAGE>


         REVENUES.  For the thirteen week period ended  September 26, 2004,  the
Company's revenues increased $22.2 million,  or 22.1 percent, to $123.1 million.
This increase resulted from an increase in same-store  advertising  revenues and
from the additional revenues associated with the Company's  acquisitions.  Total
newspaper  revenues for the thirteen weeks ended  September 26, 2004 as compared
to the prior year period  increased  $22.3 million,  or 23.2 percent,  to $118.7
million,  reflecting an increase in advertising  revenues of $20.2  million,  or
27.5 percent,  and an increase in circulation  revenues of $2.1 million,  or 9.2
percent,  to $25.0  million.  Commercial  printing  and other  revenues  for the
thirteen weeks ended September 26, 2004 decreased approximately $0.1 million, or
1.7  percent,  to  $4.3  million  as  compared  to the  prior  year  period  and
represented  3.5 percent of the Company's  revenues for the thirteen weeks ended
September 26, 2004.  Online  revenues for the thirteen weeks ended September 26,
2004 were approximately $1.6 million,  an increase of approximately 24.2 percent
as compared to the prior year period, and constituted  approximately 1.8 percent
of total advertising revenues during the period.

         The  following  table  sets  forth  the  Company's  total   advertising
revenues,  by category,  for the thirteen week periods ended  September 26, 2004
and September 28, 2003:

<TABLE>
<CAPTION>
         <S>                                      <C>                 <C>                    <C>
                                                         Thirteen Weeks Ended
                                                 ------------------------------------
         (DOLLARS IN THOUSANDS)                   Sept. 26, 2004      Sept. 28, 2003         % Increase
         -------------------------------------------------------------------------------------------------
         Local                                           $49,290             $38,323               28.6%
         Classified                                       39,670              31,723               25.1%
         National                                          4,777               3,470               37.7%
         -------------------------------------------------------------------------------------------------
            Total advertising revenues                   $93,737             $73,516               27.5%
         =================================================================================================
</TABLE>

         SAME-STORE  NEWSPAPER  REVENUES.  On  a  same-store  basis,   newspaper
revenues for the thirteen week period ended  September 26, 2004  increased  $2.2
million,  or 2.2 percent,  to $98.6 million from $96.4 million in the prior year
period.  Same-store advertising revenues increased $2.6 million, or 3.6 percent,
with  all  three   categories   of   advertising   revenues   showing   positive
year-over-year  trends.  Retail  advertising  revenues  increased  3.2  percent,
classified  advertising  revenues increased 2.7 percent and national advertising
revenues  increased  16.1 percent on a same store basis for the  thirteen  weeks
ended  September 26, 2004, as compared to the thirteen weeks ended September 28,
2003. The increase in same-store classified advertising revenues resulted from a
14.6 percent increase in classified real estate  advertising  revenues and a 4.1
percent increase in classified employment advertising revenues, partially offset
by an 8.3  percent  decrease  in  classified  automotive  advertising  revenues.
Same-store  circulation  revenues  declined  $0.5  million,  or 2.1 percent,  as
compared to the thirteen week period ended September 28, 2003.

         SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefit expenses
were 39.1 percent of the  Company's  revenues for the thirteen week period ended
September  26, 2004,  as compared to 38.4  percent for the thirteen  week period
ended September 28, 2003. Salaries and employee benefits increased $9.3 million,
or 24.1 percent,  to $48.1 million for the thirteen week period ended  September
26, 2004,  primarily due to the Company's  acquisitions.  On a same-store basis,
salaries and employee  benefits  increased less than one percent in the thirteen
week period of 2004 as compared to the prior year period.

         NEWSPRINT, INK AND PRINTING CHARGES. For the thirteen week period ended
September 26, 2004, newsprint,  ink and printing charges were 8.3 percent of the
Company's  revenues,  as compared to 7.8  percent for the  thirteen  week period
ended September 28, 2003.  Newsprint,  ink and printing charges for the thirteen
week period ended September 26, 2004 increased  approximately  $2.4 million,  or
30.3 percent,  as compared to the thirteen week period ended September 28, 2003.
This   increase  was  due  to  an  increase  in  unit  prices  of  newsprint  of
approximately  nine  percent  and an  increase  in  consumption  related  to the
Company's acquisitions.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses  were 13.9  percent and 13.2  percent of the  Company's
revenues for the thirteen  week periods  ended  September 26, 2004 and September
28, 2003,  respectively.  As compared to the prior year period, selling, general
and  administrative  expenses for the thirteen  week period ended  September 26,
2004 increased $3.8 million,  or 28.5 percent, to $17.2 million. On a same-store
basis,  selling,  general and administrative  expenses increased 4.4 percent, as
compared to the prior year period,  primarily due to increased  costs related to
compliance with Section 404 of the Sarbanes-Oxley Act of 2002.


                                       13
<PAGE>



         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
were 3.9 percent of the  Company's  revenues for the thirteen  week period ended
September 26, 2004 as compared to 3.8 percent for the thirteen week period ended
September 28, 2003.  Depreciation and amortization expenses for the period ended
September 26, 2004 increased  approximately  $0.9 million,  or 22.9 percent,  to
$4.7  million  as  compared  to the  prior  year  period,  due to the  Company's
acquisitions.

         OTHER  EXPENSES.  Other  expenses were 14.1 percent and 15.0 percent of
the Company's  revenues for the thirteen  week periods ended  September 26, 2004
and September 28, 2003,  respectively.  Other expenses  increased  approximately
$2.3  million,  or 15.1  percent,  to $17.4 million for the thirteen week period
ended  September 26, 2004, as compared to the prior year period,  as a result of
the Company's acquisitions.

         OPERATING INCOME.  Operating income was $25.4 million,  or 20.7 percent
of the  Company's  revenues,  for the thirteen  week period ended  September 26,
2004, as compared to $21.9 million,  or 21.7 percent of the Company's  revenues,
for the thirteen week period ended September 28, 2003.

         NET  INTEREST  AND  OTHER  EXPENSE.  Net  interest  and  other  expense
increased  approximately  $0.9 million,  or 19.5 percent,  for the thirteen week
period ended  September  26, 2004 as compared to the thirteen  week period ended
September 28, 2003,  due to an increase in interest  expense.  Interest  expense
increased due to an increase in the weighted-average debt outstanding during the
thirteen  week period ended  September 26, 2004 as compared to the thirteen week
period  ended  September  28,  2003,  as well as an increase in interest  rates.
During the thirteen weeks ended September 28, 2003, the Company  recorded in net
interest and other  expense a special  charge of $850,000 in  connection  with a
potential acquisition that was not consummated.

         PROVISION  (BENEFIT)  FOR  INCOME  TAXES.  The  Company  reported a net
benefit for income taxes of  approximately  $47.2 million for the thirteen weeks
ended  September  26,  2004,  as  compared  to a  benefit  for  income  taxes of
approximately $14.5 million for the thirteen weeks ended September 28, 2003. The
2004 and 2003 amounts  reflect the reversal of  previously  recorded  income tax
accruals that were determined to no longer be required, which were approximately
$54.6 million and $20.9 million,  respectively.  Excluding the reversals in each
period, the Company's  effective tax rate for the thirteen weeks ended September
26,  2004  would  have  been   approximately   39.4  percent,   as  compared  to
approximately 37 percent for the thirteen weeks ended September 28, 2003.

          OTHER  INFORMATION.  EBITDA  (which the Company  defines as net income
plus   provision  for  income  taxes,   net  interest   expense,   depreciation,
amortization  and other non-cash,  special or  non-recurring  charges) was $30.2
million for the thirteen  week period ended  September  26, 2004, as compared to
$25.7 million for the thirteen week period ended  September 28, 2003.  Free cash
flow (which the Company defines as EBITDA minus capital  expenditures,  interest
and cash income taxes) was $20.3 million,  or $0.48 per diluted  share,  for the
thirteen week period ended September 26, 2004, as compared to $16.0 million,  or
$0.38 per diluted share,  for the thirteen week period ended September 28, 2003.
See "Reconciliation of Certain Non-GAAP Financial Measures" below.

THIRTY-NINE  WEEK PERIOD ENDED SEPTEMBER 26, 2004 AS COMPARED TO THE THIRTY-NINE
WEEK PERIOD ENDED SEPTEMBER 28, 2003

FOR  COMPARISON  PURPOSES,  WHERE NOTED,  THE  COMPANY'S  FINANCIAL  RESULTS ARE
PRESENTED ON A SAME-STORE  BASIS,  WHICH  EXCLUDES THE RESULTS OF THE  COMPANY'S
ACQUISITIONS  COMPLETED  IN 2003  AND  2004  FROM  THE  RESULTS  OF THE  PERIODS
PRESENTED.

         SUMMARY. Net income for the thirty-nine week period ended September 26,
2004 was $91.1  million,  or $2.14  per  diluted  share,  as  compared  to $55.6
million, or $1.34 per diluted share, for the period ended September 28, 2003.

         REVENUES. For the thirty-nine week period ended September 26, 2004, the
Company's revenues increased $28.3 million,  or 9.4 percent,  to $329.9 million.
Newspaper  revenues  for the  thirty-nine  weeks  ended  September  26,  2004 as
compared to the prior year period  increased $28.6 million,  or 9.9 percent,  to
$317.4 million,  due to an increase in advertising revenues of $26.9 million, or
12.2 percent,  and an increase in circulation  revenues of $1.7 million,  or 2.6
percent,  as compared to the prior year  period.  Commercial  printing and other
revenues for the thirty-nine weeks ended September 26, 2004 were relatively flat
compared to the prior year period and  represented  3.8 percent of the Company's
revenues for the  thirty-nine  weeks ended September 26, 2004 as compared to 4.2
percent for the prior year period.  Online  revenues for the  thirty-nine  weeks
ended  September  26,  2004 were  approximately


                                       14
<PAGE>


$4.3 million, an increase of approximately 21.9 percent as compared to the prior
year period,  and  constituted  approximately  1.7 percent of total  advertising
revenues during the period.

         The  following  table  sets  forth  the  Company's  total   advertising
revenues, by category, for the thirty-nine week periods ended September 26, 2004
and September 28, 2003:
<TABLE>
<CAPTION>
         <S>                                          <C>                   <C>                  <C>
                                                             Thirty-Nine Weeks Ended
                                                   -----------------------------------------
         (DOLLARS IN THOUSANDS)                       Sept. 26, 2004        Sept. 28, 2003       % Increase
         -----------------------------------------------------------------------------------------------------
         Local                                              $132,199             $ 119,283             10.8%
         Classified                                          102,750                90,844             13.1%
         National                                             12,924                10,871             18.9%
         -----------------------------------------------------------------------------------------------------
            Total advertising revenues                      $247,873              $220,998             12.2%
         =====================================================================================================
</TABLE>

         SAME-STORE  NEWSPAPER  REVENUES.  On  a  same-store  basis,   newspaper
revenues for the thirty-nine week period ended September 26, 2004 increased $7.8
million, or 2.7 percent, to $296.7 million from $288.8 million in the prior year
period.  Same-store advertising revenues increased $8.7 million, or 3.9 percent,
with  all  three   categories   of   advertising   revenues   showing   positive
year-over-year  trends.  Classified  advertising revenues increased 5.3 percent,
retail  advertising  revenues  increased  2.1 percent and  national  advertising
revenues  increased 12.0 percent for the  thirty-nine  weeks ended September 26,
2004, each on a same-store basis and as compared to the thirty-nine  weeks ended
September 28, 2003. The increase in same-store  classified  advertising revenues
resulted  from a 13.0 percent  increase in  classified  real estate  advertising
revenues and a 9.9 percent increase in classified employment revenues, partially
offset by a 6.8 percent decrease in classified automotive  advertising revenues.
Same-store  circulation  revenues  declined  $0.8  million,  or 1.2 percent,  as
compared to the thirty-nine week period ended September 28, 2003.

         SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefit expenses
were 38.4  percent of the  Company's  revenues for the  thirty-nine  week period
ended September 26, 2004, as compared to 38.7 percent for the  thirty-nine  week
period ended September 28, 2003.  Salaries and employee benefits increased $10.1
million,  or 8.7 percent,  for the  thirty-nine  week period ended September 26,
2004 to $126.8 million,  primarily due to the Company's acquisitions.  Excluding
the Company's  acquisitions,  salaries and employee benefits increased less than
one percent in the thirty-nine week period of 2004 as compared to the prior year
period.

         NEWSPRINT,  INK AND PRINTING  CHARGES.  For the thirty-nine week period
ended September 26, 2004,  newsprint,  ink and printing charges were 7.9 percent
of the Company's  revenues,  as compared to 7.6 percent for the thirty-nine week
period ended  September 28, 2003.  Newsprint,  ink and printing  charges for the
thirty-nine  week period ended September 26, 2004 increased  approximately  $3.1
million,  or 13.4 percent,  as compared to the prior year period.  This increase
was due to an increase in unit prices of newsprint of approximately nine percent
and an increase in consumption related to the Company's acquisitions.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses  were 13.6  percent and 13.1  percent of the  Company's
revenues for the thirty-nine week periods ended September 26, 2004 and September
28, 2003,  respectively.  As compared to the prior year period, selling, general
and administrative  expenses for the thirty-nine week period ended September 26,
2004 increased $5.6 million,  or 14.2 percent,  to $45.0 million.  This increase
was largely due to the Company's  acquisitions.  On a same-store basis, selling,
general and  administrative  expenses  increased  5.7 percent,  or $2.2 million,
primarily  due  to  costs  related  to  compliance   with  Section  404  of  the
Sarbanes-Oxley Act of 2002 and increased insurance costs.

         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
for the thirty-nine week period ended September 26, 2004 were 3.7 percent of the
Company's  revenues,  as compared to 3.9 percent for the thirty-nine week period
ended  September  28,  2003.  Depreciation  and  amortization  expenses  for the
thirty-nine week period ended September 26, 2004 increased $0.5 million,  or 4.4
percent, to $12.1 million as a result of increased depreciation and amortization
expenses related to the Company's acquisitions ($0.9 million),  partially offset
by a $0.4  million,  or 3.3 percent,  decrease in  same-store  depreciation  and
amortization expenses.

         OTHER  EXPENSES.  Other  expenses  were 14.2  percent of the  Company's
revenues for the thirty-nine week period ended September 26, 2004 as compared to
14.5 percent for the  thirty-nine  week period ended  September 28, 2003.  Other
expenses  increased  $3.1  million,  or 7.1  percent,  to $46.9  million  in the
thirty-nine  week period ended  September 26, 2004.  This increase was primarily
due to  the  Company's  acquisitions.  On a  same-store  basis,  other  expenses
increased $0.6 million, or 1.4 percent.


                                       15
<PAGE>


         OPERATING INCOME.  Operating income was $73.0 million,  or 22.1 percent
of the Company's  revenues,  for the thirty-nine week period ended September 26,
2004, as compared to $67.1 million,  or 22.3 percent of the Company's  revenues,
for the thirty-nine week period ended September 28, 2003.

         NET  INTEREST  AND  OTHER  EXPENSE.  Net  interest  and  other  expense
decreased  approximately $0.4 million, or 3.3 percent,  for the thirty-nine week
period ended September 26, 2004 as compared to the thirty-nine week period ended
September 28, 2003, due to a decrease in other expense,  partially  offset by an
increase in interest expense of approximately  $400,000.  During the thirty-nine
weeks ended  September 28, 2003, the Company  recorded in net interest and other
expense a special charge of $850,000 in connection with a potential  acquisition
that was not consummated.

         PROVISION  (BENEFIT)  FOR  INCOME  TAXES.  The  Company  reported a net
benefit for income  taxes of  approximately  $31.1  million for the  thirty-nine
weeks ended  September  26,  2004 as  compared to a benefit for income  taxes of
approximately  $0.7 million for the thirty-nine  weeks ended September 28, 2003.
The 2004 and 2003 amounts reflect the reversal of previously recorded income tax
accruals that were determined to no longer be required, which were approximately
$54.6 million and $20.9 million,  respectively.  Excluding the reversals in each
period,  the Company's  effective tax rate for the thirty-nine week period ended
September 26, 2004 would have been  approximately  39.3 percent,  as compared to
approximately 37 percent for the thirty-nine weeks ended September 28, 2003.

         OTHER INFORMATION. EBITDA (which the Company defines as net income plus
provision for income taxes, net interest expense, depreciation, amortization and
other  non-cash,  special or  non-recurring  charges) was $85.1  million for the
thirty-nine  week period ended  September  26, 2004 as compared to $78.7 million
for the thirty-nine  week period ended September 28, 2003. Free cash flow (which
the Company  defines as EBITDA  minus  capital  expenditures,  interest and cash
income taxes) was $52.2 million, or $1.23 per diluted share, for the thirty-nine
week period ended  September 26, 2004, as compared to $42.9  million,  $1.03 per
diluted share,  for the  thirty-nine  week period ended  September 28, 2003. See
"Reconciliation of Certain Non-GAAP Financial Measures" below.

LIQUIDITY AND CAPITAL RESOURCES

         On August 12,  2004,  the Company  completed  the  acquisition  of 21st
Century  Newspapers,  Inc.,  a  privately-held  operator  of one of the  largest
newspaper  clusters in the United States. The purchase price for the acquisition
was $415  million and was paid in cash.  The  acquisition  was  financed  with a
portion of the proceeds of new syndicated senior secured credit facilities.  The
new facilities,  which are in an aggregate  amount of up to $1.05 billion,  were
also used to refinance the Company's then existing indebtedness.

         The Company's  operations have  historically  generated strong positive
cash  flow.  The  Company  believes  that cash  flows  from  operations  and the
availability  of funds from  external  sources  will be  sufficient  to fund its
ongoing  operating needs,  capital  expenditure  requirements and long-term debt
obligations,  and will provide it with  flexibility  to finance its  acquisition
strategy and share repurchase program.

         CASH FLOWS FROM  OPERATING  ACTIVITIES.  Net cash provided by operating
activities for the  thirty-nine  week period ended  September 26, 2004 was $67.5
million as  compared  to $58.3  million for the  thirty-nine  week period  ended
September 28, 2003.  Current assets were $96.0 million and current  liabilities,
excluding  current  maturities  of  long-term  debt,  were  $81.0  million as of
September  26,  2004.  The  Company  manages  its  working  capital  through the
utilization of its Revolving  Credit  Facility.  The outstanding  balance on the
Revolving Credit Facility is classified as a long-term liability,  in accordance
with its terms.

         CASH  FLOWS  FROM  INVESTING  ACTIVITIES.  Net cash  used in  investing
activities was $432.5 million for the  thirty-nine  week period ended  September
26,  2004.  Cash used in investing  activities  in 2004 was for  investments  in
property,  plant and  equipment and  purchases of  businesses.  Net cash used in
investing  activities  was $10.1 million for the  thirty-nine  week period ended
September  28,  2003.  The  Company  has  a  capital   expenditure   program  of
approximately $20 million in place for 2004, including  approximately $4 million
related to the Company's  21st Century  operations.  The Company's  2004 capital
program  includes  spending  on  technology,  including  prepress  and  business
systems,  computer  hardware  and  software;   buildings;  other  machinery  and
equipment and vehicles.  The Company believes its capital expenditure program is
sufficient to maintain its current level and quality of operations.  The Company
reviews its capital expenditure program periodically and modifies it as required
to meet current needs.


                                       16
<PAGE>


         CASH FLOWS FROM  FINANCING  ACTIVITIES.  Net cash provided by financing
activities was $365.0 million for the  thirty-nine  week period ended  September
26, 2004, reflecting the financing of the Company's  acquisitions,  particularly
21st Century,  partially offset by the utilization of cash flows from operations
to repay  debt and  proceeds  from  stock  option  exercises.  Net cash  used in
financing  activities  was $48.2 million for the  thirty-nine  week period ended
September  28,  2003,  of which  $40.9  million  was used to repay debt and $7.9
million was used to repurchase the Company's stock, offset partially by proceeds
received from stock option exercises.

         DEBT AND INTEREST RATE  DERIVATIVES.  The Company entered into a credit
agreement on August 12, 2004 with a group of lenders, led by JPMorgan Chase Bank
as administrative agent (the "Credit Agreement").  The Credit Agreement provides
for (i) two  secured  term loan  facilities  ("Term Loan A" and "Term Loan B" or
collectively,  the "Term Loans"),  with Term Loan A having a face amount of $275
million and Term Loan B having a face amount of $350 million, and (ii) a secured
revolving credit facility (the "Revolving Credit Facility") of $425 million. The
Credit  Agreement  also  provides for an  uncommitted,  multiple  draw term loan
facility (the  "Incremental  Facility") in the amount of up to $500 million,  as
permitted by the administrative  agent, to be repaid under conditions as defined
in the  Credit  Agreement.  To  date,  the  Company  has not  drawn  down on the
Incremental Facility.

         Term Loan A and Term Loan B mature on November  12, 2011 and August 12,
2012,  respectively,  and the Revolving  Credit Facility matures on November 12,
2011.  The Term Loans are  repayable in  quarterly  installments  commencing  in
December 2006 and the  availability of the Revolving  Credit Facility is subject
to certain  quarterly  reductions  that commence in December  2009. In addition,
under the terms of the Company's Credit Agreement,  under certain  circumstances
the  Company may be required to prepay a portion of the Term Loans and any loans
under an Incremental Facility in an amount equal to (i) excess net proceeds from
the sale of newspaper  properties  that are not  reinvested  within at least 365
days or (ii) 50 percent of excess cash flow, as defined in the Credit Agreement,
provided  that there will be no prepayment of excess cash flow in any year where
the Company's leverage is equal to or less than 5.00 to 1.

         The amounts outstanding under the Credit Agreement bear interest at (i)
1.5 percent to 0.625 percent above LIBOR (as defined in the Credit Agreement) or
(ii) 0.25  percent  to 0  percent  above  the  higher of (a) the Prime  Rate (as
defined in the Credit Agreement) or (b) 0.5 percent above the Federal Funds Rate
(as defined in the Credit Agreement). The interest rate spreads ("the applicable
margins")  are  dependent  upon the ratio of debt to trailing four quarters Cash
Flow (as defined in the Credit  Agreement)  and are reduced or increased as such
ratio declines or increases,  respectively. The estimated fair value of the Term
Loans and Revolving Credit Facility approximates their carrying value.

         An  annual  commitment  fee is  incurred  on the  average  daily-unused
portion of the Revolving Credit  Facility,  payable  quarterly in arrears,  at a
percentage  that  varies  from  0.375  percent  to  0.250  percent  based on the
quarterly  calculation  of the Total  Leverage  Ratio (as  defined in the Credit
Agreement).

         In  accordance  with the  requirements  of the  Credit  Agreement,  the
Company is required to maintain  certain  Interest  Rate  Protection  Agreements
("IRPAs")  on a portion  of its debt to reduce  the  potential  exposure  of the
Company's  future cash flows to  fluctuations in variable  interest  rates.  The
minimum  requirement  varies depending on the Company's Total Leverage Ratio, as
defined in the Credit Agreement.

         Pursuant  to  these  requirements,  as  well  as  similar  requirements
contained in the  Company's  prior credit  agreement,  the Company  entered into
certain  interest rate hedges  ("Collars")  that  establish a base interest rate
ceiling  ("CAP") and a base interest rate floor  ("floor") at no initial cost to
the Company. In the event 90-day LIBOR exceeds the CAP, the Company will receive
cash from the  issuers to  compensate  for the rate in excess of the CAP. If the
90-day  LIBOR is lower than the floor,  the Company will pay cash to the issuers
to  compensate  for the rate below the floor.  Each of the  Collars is for a two
year term and amortizes over its term to the notional amount set forth below. As
of September 26, 2004, the aggregate  notional amount of outstanding  Collars in
effect was $335 million.


                                       17
<PAGE>


         The  following  table  summarizes  the Company's  existing  Collars and
executed contracts for Collars not yet effective,  in each case at September 26,
2004:

            Effective date        Cap (%)      Floor (%)      Notional Amount
            -------------         ------       --------       ---------------

          October 29, 2002          6.0           2.66          $135 million
          January 29, 2003          4.0           1.54          $150 million
          August 20, 2004           4.5           2.05           $50 million
          October 29, 2004          4.5           2.08          $100 million
          January 29, 2005          4.5           2.38           $50 million

         Under Financial  Accounting Standard No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING  ACTIVITIES  ("SFAS 133"),  as amended,  the fair market
value of  derivatives  is  reported  as an  adjustment  to  Other  Comprehensive
Income/Loss  ("OCI").  The IRPAs were fully  effective in hedging the changes in
cash flows related to the debt  obligation  during the thirteen and  thirty-nine
week periods  ended  September  26, 2004 and the fiscal year ended  December 28,
2003.  The total  deferred  loss  reported in OCI as of  September  26, 2004 and
December 28, 2003 was approximately $0.1 million and $1.5 million,  respectively
(net of $0.1 million and $1.0 million of deferred taxes, respectively).

         Each IRPA is designated  for all or a portion of the principal  balance
and term of a specific debt obligation. From time to time, the Company may enter
into additional  IRPAs for nominal amounts on the outstanding debt that will, at
a minimum, meet the requirements of the Credit Agreement.

         The   Company's    weighted-average   effective   interest   rate   was
approximately  3.2 percent for the  thirty-nine  week period ended September 26,
2004.  These interest rates reflect the effect of a $1.9 million  pre-tax charge
realized  and reported as a component  of interest  expense for the  thirty-nine
week period ended  September  26, 2004 related to the  Company's  IRPAs in place
during 2004.

         CONTRACTUAL OBLIGATIONS AND COMMITMENTS.  As of September 26, 2004, the
Company had outstanding indebtedness under the Credit Agreement, due and payable
in  installments  through 2012, of $789.1  million,  of which $164.1 million was
outstanding   under  the  Revolving  Credit  Facility  and  $625.0  million  was
outstanding  under the Term Loans.  The aggregate  maturities  payable under the
Term Loans for the following fiscal years are as follows (DOLLARS IN THOUSANDS):

            2006                                       $  7,750
            2007                                         34,438
            2008                                         48,188
            2009                                         61,937
            2010                                         71,562
            2011                                         69,500
            2012                                        331,625

         The Revolving  Credit  Facility is available  until  November 12, 2011.
Initial  availability was $425 million and will be reduced by equal  consecutive
quarterly  reductions,  commencing on December 31, 2009, in an aggregate  amount
for each remaining twelve month period  commencing on the dates set forth below,
equal to the amount set forth opposite such date (DOLLARS IN THOUSANDS):

            December 31, 2009                          $ 21,250
            December 31, 2010                            63,750

         As of September 26, 2004, the maximum  availability under the Revolving
Credit Facility was $260.9 million,  with  approximately  $170 million available
based on the terms of the Credit Agreement.

                                       18
<PAGE>


         The  Term  Loans  and   Revolving   Credit   Facility  are  secured  by
substantially  all of the assets of the Company and the common  stock and assets
of the  Company's  subsidiaries.  The Term Loans and Revolving  Credit  Facility
require  compliance with certain covenants,  which require,  among other things,
maintenance of certain financial ratios,  which may restrict among other things,
the Company's  ability to declare  dividends,  purchase  treasury  stock,  incur
additional indebtedness,  create liens, sell assets, consummate mergers and make
capital expenditures, investments and acquisitions. The Company is in compliance
with the financial covenants contained in the Credit Agreement.

         The Company  leases  office space and  equipment  under  non-cancelable
operating leases. These leases contain several renewal options for periods up to
seven years.  The Company's  future minimum lease payments under  non-cancelable
operating and capital  leases in effect as of December 28, 2003,  are as follows
(DOLLARS IN THOUSANDS):

                                           Operating             Capital
                                           ---------             -------
         2004                                 $ 4,397              $  980
         2005                                   3,402               1,029
         2006                                   2,548                 536
         2007                                   1,846                 527
         2008                                   1,559                 515
         Thereafter                             3,207               3,218

INFLATION

         The Company's  results of operations  and financial  condition have not
been  significantly  affected  by  inflation.   Subject  to  normal  competitive
conditions,  the  Company  generally  has been able to pass along  rising  costs
through increased advertising and circulation rates.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL

         The Company's  discussion  and analysis of its financial  condition and
results  of  operations  are based  upon the  Company's  condensed  consolidated
interim financial statements,  which have been prepared, by the Company, without
audit, in accordance with accounting principles generally accepted in the United
States.  The preparation of these financial  statements  requires the Company to
make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  On an on-going  basis,  the Company  evaluates its estimates,
including those related to bad debts, inventories, investments, remaining useful
lives of long-lived  assets,  income taxes,  pensions and other  post-retirement
benefits,  as well as  contingencies  and  litigation.  The  Company  bases  its
estimates  on  historical   experience  and  actuarial   studies  and  on  other
assumptions  that  are  believed  to be  reasonable  and  applicable  under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions  or  conditions.   The  Company  believes  the  following   critical
accounting policies affect its more significant  judgments and estimates used in
the preparation of its consolidated financial statements.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

         Accounts  receivable  consist  primarily  of amounts due to the Company
from normal business activities.  The allowance for doubtful accounts represents
reserves for the estimated loss from the inability of customers to make required
payments.  The Company  uses  historical  experience  as well as current  market
information  in  determining  the estimate.  If the  financial  condition of the
Company's  customers  were to  deteriorate,  resulting in an impairment of their
ability to make payments, additional allowances may be required.


                                       19
<PAGE>


LONG-LIVED ASSETS

         Identifiable  intangible  assets,  such as customer lists and covenants
not to  compete,  are  amortized  using  the  straight-line  method  over  their
estimated  useful lives for the years  presented in the  Company's  consolidated
financial statements.  Under SFAS 142, goodwill and indefinite-lived  intangible
assets are no longer amortized but are reviewed annually,  or more frequently if
required,  for impairment.  This asset impairment review assesses the fair value
of the  assets  based on the  future  cash  flows the  assets  are  expected  to
generate.  An impairment loss is recognized when estimated  undiscounted  future
cash  flows  expected  to  result  from the use of the asset  plus net  proceeds
expected from the  disposition  of the asset (if any) are less than the carrying
value of the asset.  This  approach uses  estimates  for future  market  growth,
forecasted  revenue and costs,  expected periods the assets will be utilized and
appropriate  discount rates.  Separable intangible assets that are not deemed to
have an indefinite life will continue to be amortized over their useful lives.

PENSION AND POST-RETIREMENT BENEFITS

         Pension and  post-retirement  benefit  costs and credits are  developed
from actuarial  valuations.  Inherent in these  valuations  are key  assumptions
including  discount  rates and  expected  return  on plan  assets.  The  Company
considers  current market  conditions,  including  changes in interest rates, in
selecting these assumptions.  Changes in the related pension and post-retirement
benefit costs or credits may occur in the future as a result of  fluctuations in
the  Company's   headcount,   changes  in  actuarial   assumptions   and  market
performance.

SELF-INSURANCE

         The Company is self-insured  for a portion of its insurable  risks. The
Company  analyzes  its  claims   experience  and  consults  with  actuaries  and
administrators in determining an adequate liability for self-insured claims.

LITIGATION

         The Company is involved in  litigation  matters that have arisen in the
ordinary  course of  business.  The Company  believes  that the outcome of these
legal  proceedings  will not have a  material  adverse  effect on the  Company's
financial condition or results of operations.

REVENUE RECOGNITION

         Revenue  is  earned  from  the  sale of  advertising,  circulation  and
commercial  printing.   Advertising  revenues  are  recognized,  net  of  agency
commissions,  in the  period  when  advertising  is  printed  in  the  Company's
publications  or placed on the  Company's  Websites.  Circulation  revenues  are
recognized  when purchased  newspapers are  distributed.  Amounts  received from
customers in advance of revenue recognition are deferred as liabilities.

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES.

         Journal  Register  Company  believes  that the use of certain  non-GAAP
financial  measures  enables the Company and its  analysts,  investors and other
interested parties to evaluate and compare the Company's results from operations
and  cash  resources  generated  from  its  business  in a more  meaningful  and
consistent  manner.  Accordingly,  this  information  has been disclosed in this
report to permit a more complete comparative analysis of the Company's operating
performance and  capitalization  relative to other companies in the industry and
to provide an analysis of operating  results  using certain  principal  measures
used by Journal  Register  Company's chief operating  decision makers to measure
the operating  results and performance of the Company and its field  operations.
The  Company  believes  the use of EBITDA  is  appropriate  given the  generally
predictable cash flow generated by the Company's operations and the short period
of time it takes to  convert  new  orders  to cash.  In  addition,  the  Company
believes that free cash flow is useful as a  supplemental  measure of evaluating
financial  performance  because it provides an  alternative  measure of the cash
generated by the Company after payment of expenses,  including investments,  and
therefore   available  for  further   investment  in  the  business,   including
acquisitions, or for other uses such as repayment of indebtedness or repurchases
of outstanding equity securities.


                                       20
<PAGE>


         All  EBITDA,  Free Cash Flow and  Adjusted  Net Income  figures in this
report are non-GAAP financial measures.  Journal Register Company defines EBITDA
as  net  income  plus  provision  for  income  taxes,   net  interest   expense,
depreciation, amortization and other non-cash, special or non-recurring charges.
Free cash flow is defined as EBITDA  minus  capital  expenditures,  interest and
cash income taxes. Adjusted Net Income excludes certain special items, described
elsewhere  in  this  report,   that  are  unrelated  to  the  Company's  current
operations. EBITDA Margin is defined as EBITDA divided by total revenues, and is
widely used  within the  Company's  industry to  illustrate  the  percentage  of
revenue that is converted into EBITDA.

         These  non-GAAP   financial   measures  should  not  be  considered  as
alternatives  to GAAP measures of performance,  such as operating  income or net
income. In addition,  Journal Register Company's  calculations of these measures
may or may not be consistent  with the  calculations  of these measures by other
companies.  The table below provides reconciliations of the differences between:
(i) net income  and  EBITDA;  (ii) net income and free cash flow;  and (iii) net
income and  adjusted net income,  in each case for the thirteen and  thirty-nine
week periods ended September 26, 2004 and September 28, 2003.
<TABLE>
<CAPTION>
<S>                                               <C>               <C>              <C>               <C>
                                                         Thirteen weeks ended            Thirty-nine weeks ended
                                                         --------------------            -----------------------
                                                  Sept. 26, 2004    Sept. 28, 2003   Sept. 26, 2004    Sept. 28, 2003
                                                  --------------    --------------   --------------    --------------
Net income.....................................        $66,088         $31,864            $91,095           $55,598
   Add: Net benefit for income taxes...........        (47,194)        (14,455)           (31,083)             (657)
   Add: Write-off of prior debt issuance costs.          1,211               -              1,211                 -
   Add: Net interest expense and other.........          5,307           4,442             11,770            12,171
                                                         -----           -----             ------            ------
Operating income...............................         25,412          21,851             72,993            67,112
   Add: Depreciation and amortization..........          4,745           3,861             12,134            11,625
                                                         -----           -----             ------            ------
EBITDA.........................................        $30,157         $25,712            $85,127           $78,737
EBITDA margin..................................            25%             26%                26%               26%
   Less: Capital expenditures..................         (3,356)         (1,426)            (8,426)          (10,102)
   Less: Interest expense......................         (5,234)         (3,570)           (11,631)          (11,271)
   Less: Cash income taxes  ...................         (1,282)         (4,740)           (12,836)          (14,434)
                                                       -------         -------           --------          --------
Free Cash Flow.................................        $20,285         $15,976            $52,234           $42,930
   Free Cash Flow per diluted share............          $0.48           $0.38              $1.23             $1.03
Net income, as reported........................        $66,088         $31,864            $91,095           $55,598
   Less: Special items ........................        (53,914)        (20,358)           (53,914)          (20,358)
                                                      --------        --------           --------          --------
Adjusted net income ...........................        $12,174         $11,506            $37,181           $35,240
</TABLE>

Cash income taxes  represent the application of the Company's  expected  current
year income tax liability  rate to the income before  provision for income taxes
for each period presented,  without regard to the actual timing of such payment,
and are reduced by the  anticipated  benefit of the utilization of available net
operating loss  carry-forwards.  Adjusted net income excludes the net effect of:
(i) the  reversal  of certain tax  accruals in the third  quarter of 2004 ($54.6
million) and the third quarter of 2003 ($20.9 million); (ii) a special charge of
approximately  $1.2 million ($738,000 net of tax effect) in the third quarter of
2004 related to the extinguishment of the Company's  refinanced credit facility;
and  (iii)  special  transaction-related   expenses  of  approximately  $850,000
($553,000 net of tax effect) in the third quarter of 2003.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Statements  in  this  Report  that  are  not  purely   historical   are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,  including
statements regarding the Company's expectations, hopes, intentions or strategies
regarding  the  future.   Forward-looking   statements  include  the  plans  and
objectives  of the  Company  for  future  operations  and trends  affecting  the
Company's financial condition and results of operations.  In addition, the words
"anticipates,"  "projects," "plans," "intends,"  "estimates,"  "expects," "may,"
"believes"  and similar  words are  intended to identify  these  forward-looking
statements.   All  forward-looking  statements  in  this  Report  are  based  on
information  available  to the  Company as of the date this Report is filed with
the  Securities  and Exchange  Commission  ("SEC"),  and the Company  assumes no
obligation to update any such forward-looking statements,  except as required by
law. All  forward-looking  statements  involve risks and  uncertainties.  Actual
results  may  differ   materially  from  those  expressed  or  implied  by  such
forward-looking  statements as a result of certain  factors  including,  but not
limited to,


                                       21
<PAGE>


the success of the Company's acquisition strategy,  including the acquisition of
21st  Century,  dispositions,  the  ability  of  the  Company  to  achieve  cost
reductions  and  integrate  acquisitions,  including  the  acquisition  of  21st
Century,   competitive  pressures,  general  or  regional  economic  conditions,
advertising  trends,  the  unavailability or a material increase in the price of
newsprint,  and increases in interest rates, among other things. These and other
factors are  discussed in more detail in the  Company's  other  filings with the
SEC,  including its Annual  Report on Form 10-K for the year ended  December 28,
2003.  The Company  undertakes no obligation to release  publicly the results of
any future revisions it may make to forward-looking statements to reflect events
or  circumstances  after  the  date  hereof  or to  reflect  the  occurrence  of
unanticipated events.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to market risk  arising from changes in interest
rates associated with its long-term debt  obligations.  The Company's  long-term
debt is at variable interest rates based on the LIBOR, the Prime Rate or Federal
Funds  Rate,  plus a certain  interest  rate  spread as  defined  in the  Credit
Agreement.  To manage its exposure to fluctuations in interest rates as required
by its Credit  Agreement,  the Company enters into certain IRPAs on a portion of
its debt,  which reduces the effect of changes in variable  interest rates.  The
Company's  objective with respect to these agreements is for hedging  activities
and not for trading or speculative activity.

         At September 26, 2004, the Company had in effect collar agreements with
respect  to an  aggregate  notional  amount  of $335  million  of the  Company's
outstanding  indebtedness.  Assuming  a 10  percent  increase  or  reduction  in
variable  interest rates,  the annual impact on the Company's  pre-tax  earnings
would be approximately $1.5 million.

         Newsprint,  which  is the  principal  raw  material  for the  Company's
newspapers, is a commodity and is exposed to price changes. The Company seeks to
manage the effects of increases in the price of newsprint  through a combination
of, among other things,  technology  improvements,  including reductions in page
size, inventory management, advertising and circulation price increases.

ITEM 4.  CONTROLS AND PROCEDURES

         The Company  carried out an evaluation,  under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's  disclosure  controls and procedures as of
the end of the period covered by this report.  Based upon that  evaluation,  the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls and  procedures  are effective in alerting them in a timely
manner  to  material   information   relating  to  the  Company  (including  its
consolidated  subsidiaries)  required to be included in the  Company's  periodic
filings with the SEC.

         The Company's disclosure controls and procedures are designed to ensure
that information required to be disclosed by the Company in the reports that the
Company files or submits under the Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.  Disclosure  controls  and  procedures  include,  without
limitation, controls and procedures designed to ensure that information required
to be  disclosed  by the Company in the reports that it files under the Exchange
Act is accumulated and communicated to the Company's  management,  including its
Chief  Executive  Officer and Chief Financial  Officer,  as appropriate to allow
timely decisions regarding required disclosure.

         Subsequent  to the end of fiscal year 2003,  the Company  commenced the
deployment  of a  new  suite  of  software  applications  in a  shared  services
environment.   The  new  suite  of  applications  will  include:  (i)  financial
applications,  including  accounts payable,  general ledger,  fixed assets,  and
consolidation and reporting; (ii) circulation management applications; and (iii)
advertising  management  applications.  Once fully  deployed,  the new software,
together with the change to a shared  services  business  model,  is intended to
further enhance the Company's internal and disclosure controls and its operating
efficiencies.  Deployment  of  the  financial  applications  is  expected  to be
completed by the end of fiscal year 2004, and deployment of the  advertising and
circulation  management  applications is expected to occur  thereafter.  Through
September 26, 2004,  the Company has not  experienced  any adverse effect on its
internal and  disclosure  controls as a result of this  deployment  and does not
anticipate any adverse effect during the remainder of the deployment phase.


                                       22
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)  EXHIBITS

         31.1     Certification of Principal  Executive Officer,  pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         31.2     Certification of Principal  Financial Officer,  pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         32       Certification  of Principal  Executive  Officer and  Principal
                  Financial  Officer,  pursuant to 18 U.S.C.  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.

         (B)  REPORTS ON FORM 8-K

              The  Company  filed a Current  Report on Form 8-K on July 7, 2004,
              furnishing   pursuant  to  Item  5  and  Item  7  thereof  certain
              information regarding the acquisition of 21st Century.

              The Company  filed a Current  Report on Form 8-K on July 16, 2004,
              furnishing   pursuant  to  Item  12  thereof  certain  information
              regarding the text of a press release issued by the Company, dated
              July 16, 2004,  titled  "Journal  Register  Company Reports Second
              Quarter Results".

              The Company filed a Current Report on Form 8-K on August 20, 2004,
              furnishing   pursuant  to  Item  2  thereof  certain   information
              regarding the  completion of the  acquisition  of 21st Century and
              the execution of the Credit Agreement.


                                       23
<PAGE>


                                    SIGNATURE


         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 hereunto duly authorized.


         Date: November 5, 2004                JOURNAL REGISTER COMPANY


                                               By:  /s/  Jean B. Clifton
                                                    ----------------------------
                                                    Jean B. Clifton
                                                    Executive Vice President and
                                                    Chief Financial Officer
                                                    (signing on behalf of the
                                                    registrant as principal
                                                    financial officer)


                                       24