Exhibit 3(i)

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            JOURNAL REGISTER COMPANY


      I,  the  undersigned,  for the  purpose  of  amending  and  restating  the
certificate  of   incorporation   of  Journal   Register   Company,   originally
incorporated on March 11, 1997,  under the General  Corporation Law of the State
of Delaware (the "DGCL"),  do hereby certify that Journal  Register  Company has
duly adopted the following  Amended and Restated  Certificate  of  Incorporation
pursuant to Sections 242 and 245 of the DGCL:


                                    ARTICLE I

      The name of the  corporation  (which  is  hereinafter  referred  to as the
"Corporation") is:

                            Journal Register Company


                                   ARTICLE II

      The  address  of the  Corporation's  registered  office  in the  State  of
Delaware is 1209 Orange Street in the City of Wilmington,  County of New Castle,
19801.  The name of the  Corporation's  registered  agent at such address is The
Corporation Trust Company.


                                   ARTICLE III

      The  purpose  of the  Corporation  shall be to engage in any lawful act or
activity for which  corporations  may be organized  and  incorporated  under the
General Corporation Law of the State of Delaware.


                                   ARTICLE IV

      Section 1. The Corporation shall be authorized to issue 301,000,000 shares
of capital stock, of which  300,000,000  shares shall be shares of Common Stock,
$.01 par  value  ("Common  Stock"),  and  1,000,000  shares  shall be  shares of
Preferred Stock, $.01 par value ("Preferred Stock").

      Section 2.  Shares of  Preferred  Stock may be issued from time to time in
one or more series. The Board (as defined below) is hereby authorized to fix the
voting  rights,  if any,  designations,  powers,  preferences  and the relative,
participation,  optional  or  other  rights,  if any,  and  the  qualifications,
limitations or restrictions  thereof, of any unissued series of Preferred Stock;
and to fix the number of shares  constituting  such  series,  and to increase or
decrease  the number of shares of any such  series  (but not below the number of
shares thereof then outstanding).

      Section 3. Except as  otherwise  provided by law or by the  resolution  or
resolutions adopted by the Board designating the rights,  powers and preferences
of any series of  Preferred  Stock,  the Common  Stock shall have the  exclusive
right to vote for the election of  directors  and for all other  purposes.  Each
share of Common  Stock  shall  have one vote,  and the Common  Stock  shall vote
together as a single class.

      Section  4. No  stockholder  action  may be taken  except  at an annual or
special meeting of stockholders of the  Corporation,  and  stockholders  may not
take any action by written consent in lieu of a meeting.


                                    ARTICLE V

      Unless and except to the extent that the By-Laws of the Corporation  shall
so require,  the election of directors of the Corporation need not be by written
ballot.


                                   ARTICLE VI

      In furtherance  and not in limitation of the powers  conferred by law, the
Board of Directors of the Corporation (the "Board") is expressly  authorized and
empowered to make, alter and repeal the By-Laws of the Corporation by a majority
vote at any  regular  or special  meeting  of the Board or by  written  consent,
subject to the power of the  stockholders  of the Corporation to alter or repeal
any By-Laws made by the Board.


                                   ARTICLE VII

      The Corporation reserves the right at any time from time to time to amend,
alter,  change  or  repeal  any  provision  contained  in  this  Certificate  of
Incorporation,  and any other provisions  authorized by the laws of the State of
Delaware  at the time in force may be added or  inserted,  in the  manner now or
hereafter  prescribed  by law; and all rights,  preferences  and  privileges  of
whatsoever  nature conferred upon  stockholders,  directors or any other persons
whomsoever by and pursuant to this  Certificate of  Incorporation in its present
form or as hereafter  amended are granted  subject to the right reserved in this
Article.


                                  ARTICLE VIII

      Section 1.  ELIMINATION OF CERTAIN  LIABILITY OF DIRECTORS.  A director of
the  Corporation  shall  not be  personally  liable  to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except to the extent such exemption from liability or limitation  thereof is not
permitted under the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended.

      Any repeal or modification of the foregoing  paragraph shall not adversely
affect  any  right or  protection  of a  director  of the  Corporation  existing
hereunder with respect to any act or omission  occurring prior to such repeal or
modification.



<PAGE>


      Section 2.  INDEMNIFICATION AND INSURANCE.

            (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is  threatened  to be made a party to or is involved  in any action,  suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a director or officer
of the  Corporation or is or was serving at the request of the  Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an  official  capacity as a  director,  officer,  employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the General Corporation Law of the State of Delaware,  as the same
exists or may hereafter be amended (but, in the case of any such  amendment,  to
the fullest  extent  permitted  by law,  only to the extent that such  amendment
permits the Corporation to provide broader  indemnification rights than said law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
expense,  liability  and loss  (including  attorneys'  fees,  judgments,  fines,
amounts paid or to be paid in settlement,  and excise taxes or penalties arising
under the Employee  Retirement Income Security Act of 1974) reasonably  incurred
or suffered  by such person in  connection  therewith  and such  indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall  inure to the  benefit  of his or her  heirs,  executors  and
administrators;  PROVIDED,  HOWEVER,  that,  except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking  indemnification
in connection with a proceeding (or part thereof)  initiated by such person only
if such  proceeding (or part thereof) was authorized by the Board.  The right to
indemnification  conferred in this Section  shall be a contract  right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition;  PROVIDED,
HOWEVER, that, if the General Corporation Law of the State of Delaware requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the Corporation of an undertaking,  by or on behalf of such director or officer,
to repay all amounts so advanced if it shall  ultimately be determined that such
director or officer is not  entitled  to be  indemnified  under this  Section or
otherwise.  The Corporation may, by action of the Board, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

            (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under  paragraph (a)
of this Section is not paid in full by the Corporation  within thirty days after
a written  claim has been received by the  Corporation,  the claimant may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim and,  if  successful  in whole or in part,  the  claimant  shall be
entitled to be paid also the expense of  prosecuting  such claim.  It shall be a
defense to any such action (other than an action  brought to enforce a claim for
expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered to the  Corporation)  that the  claimant  has not met the  standards of
conduct which make it permissible under the General Corporation Law of the State
of  Delaware  for the  Corporation  to  indemnify  the  claimant  for the amount
claimed,  but the burden of proving  such defense  shall be on the  Corporation.
Neither the failure of the Corporation  (including its Board,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such action that  indemnification  of the claimant is proper in
the circumstances  because he or she has met the applicable  standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an actual
determination  by  the  Corporation  (including  its  Board,  independent  legal
counsel,  or its  stockholders)  that the claimant  has not met such  applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
that the claimant has not met the applicable standard of conduct.

            (c)  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses  incurred in defending a proceeding  in advance of its final
disposition  conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter  acquire under any statute,  provision of
the Certificate of Incorporation,  By-laws,  agreement,  vote of stockholders or
disinterested directors or otherwise.

            (d)  INSURANCE.  The  Corporation  may  maintain  insurance,  at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.


                                   ARTICLE IX

      The name and mailing address of the incorporator is Sean Carney,  c/o E.M.
Warburg, Pincus & Co., LLC, 466 Lexington Avenue, New York, New York 10017.

      IN  WITNESS  WHEREOF,  said  Journal  Register  Company  has  caused  this
certificate  to be signed by its President and attested by its  Secretary,  this
5th day of May, 1997.



                                             
                                      By:     /S/ ROBERT M. JELENIC
                                              ----------------------------------
                                              President


                                                       
                                      Attest:  /S/ JEAN B. CLIFTON
                                               ---------------------------------
                                               Secretary