===============================================================================
                                 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 June 27, 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  X    No

   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,  41,950,930 shares outstanding  (exclusive of treasury shares)
as of August 2, 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......................................21

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

PART II.     OTHER INFORMATION

    Item 4.  Submission of Matters to a Vote of Security Holders....23

    Item 6.  Exhibits and Reports on Form 8-K.......................24

    Signature.......................................................25





<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            JOURNAL REGISTER COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>

DOLLARS IN THOUSANDS                                                                                   JUNE 27,        DECEMBER 28,
FISCAL PERIOD ENDED                                                                                      2004              2003
====================================================================================================================================
<S>                                                                                                 <C>                   <C>
ASSETS:
CURRENT ASSETS:
  Cash and cash equivalents                                                                         $       37            $       31
  Accounts receivable, less allowance for doubtful
    accounts of  $ 6,400 and $ 5,785, respectively                                                      44,244                43,591
  Inventories                                                                                            6,660                 6,597
  Deferred income taxes                                                                                  2,981                 3,719
  Other current assets                                                                                   7,121                 4,149
------------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                                                    61,043                58,087
------------------------------------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
  Land                                                                                                  10,720                10,720
  Buildings and improvements                                                                            77,044                76,759
  Machinery and equipment                                                                              177,165               174,519
  Construction in progress                                                                               9,373                 7,413
------------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                                                  274,302               269,411

Less accumulated depreciation                                                                        (149,939)             (143,398)
------------------------------------------------------------------------------------------------------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT                                                                      124,363               126,013
------------------------------------------------------------------------------------------------------------------------------------
INTANGIBLE AND OTHER ASSETS:
  Goodwill                                                                                             492,179               491,833
  Other intangible assets, net of accumulated amortization
    of $ 10,346  and $ 9,654, respectively                                                              14,498                14,500
  Other assets                                                                                           3,751                 2,627
------------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                                        $  695,834            $  693,060
====================================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
  Current maturities of long-term debt                                                              $   40,324            $   37,853
  Accounts payable                                                                                      12,384                 9,454
  Accrued interest                                                                                       1,902                 2,062
  Deferred subscription revenue                                                                         11,091                10,614
  Accrued salaries and vacation                                                                          5,780                 6,455
  Fair market value of hedges                                                                              583                 2,483
  Other accrued expenses and current liabilities                                                        18,786                14,564
------------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                                               90,850                83,485
------------------------------------------------------------------------------------------------------------------------------------

Senior debt, less current maturities                                                                   338,530               380,492
Deferred income taxes                                                                                   51,496                47,379
Accrued retiree benefits and other liabilities                                                          20,468                19,462
Income taxes payable                                                                                    90,068                89,898

Commitments and contingencies

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value per share, 300,000,000 shares authorized,
        48,437,581 issued at June 27, 2004 and December 28, 2003                                           484                   484
  Additional paid-in capital                                                                           360,260               359,359
  Unearned compensation                                                                                  (133)                    -
  Accumulated deficit                                                                                (142,419)             (167,426)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       218,192               192,417
------------------------------------------------------------------------------------------------------------------------------------

  Less treasury stock, 6,486,651 and 6,837,948 shares respectively, at cost.                          (95,637)             (100,817)
  Accumulated other comprehensive loss, net of tax                                                    (18,133)              (19,256)
------------------------------------------------------------------------------------------------------------------------------------
NET STOCKHOLDERS' EQUITY                                                                               104,422                72,344
------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                          $  695,834            $  693,060
====================================================================================================================================

</TABLE>
                          SEE ACCOMPANYING NOTES.

                                       1
<PAGE>
                            JOURNAL REGISTER COMPANY
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
<TABLE>

                                                            THIRTEEN WEEKS ENDED             TWENTY-SIX WEEKS ENDED
IN THOUSANDS, EXCEPT PER SHARE DATA                        JUNE 27,        JUNE 29,         JUNE 27,       JUNE 29,
FISCAL PERIOD ENDED                                           2004            2003            2004            2003
---------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>              <C>            <C>

REVENUES:
    Advertising                                            $ 81,459        $ 77,725         $154,136       $147,482
    Circulation                                              22,107          22,245           44,608         44,962
---------------------------------------------------------------------------------------------------------------------
  Newspaper revenues                                        103,566          99,970          198,744        192,444
  Commercial printing and other                               4,085           4,190            8,065          8,348
---------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES                                              107,651         104,160          206,809        200,792
---------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
  Salaries and employee benefits                             39,438          39,069           78,687         77,919
  Newsprint, ink and printing charges                         8,162           7,728           15,870         15,174
  Selling, general and administrative                        14,324          13,059           27,798         26,024
  Depreciation and amortization                               3,678           3,914            7,389          7,764
  Other                                                      14,643          14,477           29,484         28,650
---------------------------------------------------------------------------------------------------------------------
Total operating expenses                                     80,245          78,247          159,228        155,531
---------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                             27,406          25,913           47,581         45,261

Net interest expense and other                               (3,128)         (3,770)          (6,463)        (7,729)
---------------------------------------------------------------------------------------------------------------------

Income before provision for income taxes                     24,278          22,143           41,118         37,532
Provision for income taxes                                    9,518           8,212           16,111         13,798
---------------------------------------------------------------------------------------------------------------------
NET INCOME                                                 $ 14,760          13,931         $ 25,007       $ 23,734
=====================================================================================================================

NET INCOME PER COMMON SHARE:
  Basic                                                    $   0.35        $   0.34         $   0.60       $   0.57
  Diluted                                                  $   0.35        $   0.34         $   0.59       $   0.57

WEIGHTED-AVERAGE SHARES OUTSTANDING:
  Basic                                                      41,938          41,137           41,852         41,286
  Diluted                                                    42,693          41,566           42,635         41,618


</TABLE>


                          SEE ACCOMPANYING NOTES.

                                       2
<PAGE>



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


<TABLE>



DOLLARS IN THOUSANDS                                                                  TWENTY-SIX WEEKS ENDED
FISCAL PERIOD ENDED                                                              JUNE 27, 2004      JUNE 29, 2003
====================================================================================================================
<S>                                                                                   <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                            $ 25,007          $  23,734
Adjustments to reconcile net income to net cash provided by
    operating activities:
Provision for losses on accounts receivable                                              1,728              1,808
Depreciation and amortization                                                            7,389              7,764
Increase in deferred income taxes                                                        4,078              4,134
(Increase) decrease in accounts receivable                                             (2,381)              1,218
Increase (decrease) in accounts payable                                                  2,930               (138)
Other, net                                                                                 916              1,081
--------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                               39,667             39,601
--------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net additions to property, plant and equipment                                         (5,070)            (8,676)
Purchases of businesses                                                                (1,036)                -
--------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                                  (6,106)            (8,676)
--------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments of long-term debt                                                      (39,491)           (23,547)
Exercise of stock options for common stock                                               5,936                524
Purchase of Company stock                                                                    -            (7,905)
--------------------------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES                                                 (33,555)           (30,928)
--------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                                             6                (3)
Cash and cash equivalents, beginning of period                                              31                 33
--------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $     37          $      30
====================================================================================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                                                          $  6,557          $   7,860
    Income taxes                                                                      $ 10,671          $  10,546

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Comprehensive income - mark-to-market hedge
adjustments, net of tax                                                               $  1,123          $    724

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

</TABLE>
                             SEE ACCOMPANYING NOTES.


                                       3
<PAGE>



                           JOURNAL REGISTER COMPANY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 27, 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, 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 161
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 June  27,  2004  and  December  28,  2003,  the  results  of its
operations for the thirteen and twenty-six  week periods ended June 27, 2004 and
June 29, 2003 and its cash flows for the twenty-six  week periods ended June 27,
2004 and June 29, 2003. These financial statements should be read in conjunction
with the Company's December 28, 2003 audited  consolidated  financial statements
and notes thereto. The 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>

                                                 THIRTEEN WEEKS ENDED                  TWENTY-SIX WEEKS ENDED
                                              JUNE 27, 2004     JUNE 29, 2003      JUNE 27, 2004      JUNE 29, 2003
--------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                <C>                <C>

Weighted-average shares - basic                      41,938            41,137             41,852             41,286
Effect of dilutive securities:
   Employee stock options                               755               429                783                332
--------------------------------------------------------------------------------------------------------------------
Weighted-average shares - diluted                    42,693            41,566             42,635             41,618
====================================================================================================================

</TABLE>


                                       4
<PAGE>



                           JOURNAL REGISTER COMPANY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 27, 2004
                                  (Unaudited)

2.    EARNINGS PER COMMON SHARE (CONTINUED)

       Options to purchase  approximately  2.2 million shares of common stock at
ranges of $21.00 to $22.50 per share were  outstanding  during the  thirteen and
twenty-six  week  periods  ended June 27,  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 period.
Similarly,  options to purchase approximately 2.2 million shares of common stock
at ranges of $17.63 to  $22.50  per share and  $16.81 to $22.50  per share  were
outstanding during the thirteen and twenty-six week periods ended June 29, 2003,
respectively,  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.

3.    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.  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 June 27, 2004, the Company has repurchased approximately 7.5
million shares at a total cost of approximately $110.2 million.

4.    STOCK-BASED COMPENSATION COSTS

       In December  2002, the Financial  Accounting  Standards  Boards  ("FASB")
issued Statement of Financial  Accounting Standards ("SFAS") No. 148, ACCOUNTING
FOR STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE, to provide alternative
methods  of  transition  for a  voluntary  change  to the fair  value  method of
accounting for  stock-based  employee  compensation.  In addition,  SFAS No. 148
amends the disclosure  requirements of SFAS No. 123,  ACCOUNTING FOR STOCK BASED
COMPENSATION,  to require more prominent  disclosures in both annual and interim
financial  statements  about the method of accounting for  stock-based  employee
compensation  and the  effect  of the  method  used  on  reported  results.  The
additional  disclosure  requirements  of SFAS No. 148 are  effective  for fiscal
years ending after December 15, 2002. The Company  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.  SFAS No.
148 did not  require  the  Company to change to the fair value  based  method of
accounting for stock-based compensation.

       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:





                                       5
<PAGE>



                           JOURNAL REGISTER COMPANY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 27, 2004
                                  (Unaudited)



4.    STOCK-BASED COMPENSATION COSTS (CONTINUED)

<TABLE>

                                                           THIRTEEN WEEKS ENDED            TWENTY-SIX WEEKS ENDED
                                                         JUNE 27,        JUNE 29,        JUNE 27,          JUNE 29,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)           2004            2003            2004              2003
___________________________________________________________________________________________________________________
<S>                                                      <C>             <C>                <C>            <C>

Net income:
    As reported                                          $14,760         $13,931            $25,007        $23,734
         Add: Stock-based employee compensation
         expense included in reported net income,
         net of related tax effects                            7              --                  7             --
         Deduct: Total stock-based employee
         compensation  expense determined under
         fair value based method for all awards,
         net of related tax effects                        (520)           (768)            (1,000)        (1,504)


____________________________________________________________________________________________________________________
     Pro forma                                           $14,247         $13,163            $24,014        $22,230
====================================================================================================================

Net income per common share:
     As reported:
         Basic                                           $  0.35         $  0.34            $  0.60        $  0.57
         Diluted                                         $  0.35         $  0.34            $  0.59        $  0.57
     Pro forma:
         Basic                                           $  0.34         $  0.32            $  0.57        $  0.54
         Diluted                                         $  0.33         $  0.32            $  0.56        $  0.53
====================================================================================================================

</TABLE>


5.    ACQUISITIONS

       The Company applies the purchase  method of accounting for  acquisitions.
Acquisitions  and  dispositions  of  newspaper  properties  are  subject  to the
finalization  of customary  purchase price  adjustments  and closing costs.  The
Company  completed one acquisition  during 2003 and two acquisitions  during the
first half 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  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.




                                       6
<PAGE>


                           JOURNAL REGISTER COMPANY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 27, 2004
                                  (Unaudited)


6.    HEDGING ACTIVITY

       In accordance with the  requirements  of its Credit  Agreement dated July
15, 1998, 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 the requirements of the Credit Agreement, the Company entered
into certain  interest rate hedges  ("Collars") on November 9, 2001. The Collars
establish an interest rate ceiling ("CAP") and an interest rate floor ("floor").

       The CAP on the Company's  Collars,  which became effective on October 29,
2002, is 6.0 percent and the floor averages  approximately  2.66 percent.  These
rates are based upon the 90-day  LIBOR.  In the event 90-day  LIBOR  exceeds 6.0
percent,  the Company will receive cash from the issuers to  compensate  for the
rate in excess of the 6.0 percent  CAP.  If the 90-day  LIBOR is lower than 2.66
percent,  the Company  will pay cash to the issuers to  compensate  for the rate
below the floor. The Collars became effective on October 29, 2002 for a notional
amount of $170  million.  The  Collars  amortize  over two  years to a  notional
aggregate  amount of $135 million and  terminate on October 29, 2004. As of June
27, 2004, the notional aggregate amount of these Collars was $143 million.

       On October 10, 2002, the Company  entered into  additional  interest rate
collars (the "Additional Collars"). The effective date of the Additional Collars
was January 29, 2003. The Additional Collars are for a notional aggregate amount
of $150 million,  which is fixed over the two-year term. Similar to the existing
Collars,  the Additional  Collars establish a CAP and a floor at no initial cost
to the Company.  The CAP on the Additional  Collars is 4.0 percent and the floor
averages  approximately 1.54 percent. These rates are also based upon the 90-day
LIBOR.  In the event that 90-day  LIBOR  exceeds 4.0  percent,  the Company will
receive  cash from the issuers to  compensate  for the rate in excess of the 4.0
percent  CAP. If the 90-day LIBOR is lower than 1.54  percent,  the Company will
pay cash to the issuers to compensate for the rate below the floor.

       On April 8, 2004,  the Company  entered into an additional  interest rate
collar ("New Collar").  The effective date of the New Collar will be October 29,
2004.  The New Collar is for a notional  amount of $100 million,  which is fixed
for  its  two-year  term.  Similar  to the  existing  Collars,  the  New  Collar
establishes a CAP and a floor at no initial cost to the Company.  The CAP on the
New Collar is 4.5 percent and the floor is 2.08  percent.  These rates are based
upon the 90-day LIBOR.

       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  twenty-six
week  periods  ended June 27, 2004 and the fiscal year ended  December 28, 2003.
The total  deferred  loss  reported in OCI as of June 27, 2004 and  December 28,
2003 was approximately $0.3 million and $1.5 million,  respectively (net of $0.2
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.





                                       7
<PAGE>


                           JOURNAL REGISTER COMPANY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 27, 2004
                                  (Unaudited)

7.    COMPREHENSIVE INCOME

       The  components of  comprehensive  income for the thirteen and twenty-six
week periods ended June 27, 2004 and June 29, 2003 are as follows:

<TABLE>

                                                    THIRTEEN WEEKS ENDED              TWENTY-SIX WEEKS ENDED
(DOLLARS IN THOUSANDS)                         JUNE 27, 2004   JUNE 29, 2003   JUNE 27, 2004     JUNE 29, 2003
--------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>             <C>               <C>

Net income                                           $14,760         $13,931         $25,007           $23,734
Reclassification of unrealized gains on fully
     effective hedges to net income, net of
     tax                                                 407             403             830               744
Net change in fair value of fully effective
     hedges, net of tax                                  496           (385)             293              (20)
--------------------------------------------------------------------------------------------------------------------
Comprehensive income                                 $15,663         $13,949         $26,130           $24,458
====================================================================================================================

</TABLE>


       Accumulated other comprehensive loss, net of tax, as of June 27, 2004 and
December  28,  2003,  was   approximately   $18.1  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.

8.    INTANGIBLE AND OTHER ASSETS

       On July 25,  2001,  the FASB  issued  SFAS No.  142,  GOODWILL  AND OTHER
INTANGIBLE ASSETS. Under SFAS No. 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  provisions of SFAS No.
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 No. 142 at the beginning of fiscal year 2002,
which  began  December  31,  2001.  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:



                                       8
<PAGE>


                           JOURNAL REGISTER COMPANY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 27, 2004
                                  (Unaudited)

8.    INTANGIBLE AND OTHER ASSETS (CONTINUED)

<TABLE>

                                              AS OF JUNE 27, 2004                 AS OF DECEMBER 28, 2003
                               ------------------------------------------ ------------------------------------------
                                              ACCUMULATED                                ACCUMULATED
(DOLLARS IN THOUSANDS)            GROSS       AMORTIZATION       NET         GROSS      AMORTIZATION       NET
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>           <C>           <C>            <C>            <C>

INTANGIBLE ASSETS SUBJECT TO
  AMORTIZATION:
  Customer and subscriber lists    $  6,743       $ (5,217)     $  1,526      $  6,743       $ (4,853)     $  1,890
  Non-compete covenants               2,870         (1,737)        1,133         2,870         (1,686)        1,184
  Debt issuance costs                 4,573         (3,300)        1,273         4,573         (3,023)        1,550
  ------------------------------------------------------------------------------------------------------------------
  Total                              14,186        (10,254)        3,932        14,186         (9,562)        4,624
  ------------------------------------------------------------------------------------------------------------------

INTANGIBLE ASSETS NOT SUBJECT
 TO AMORTIZATION:
  Goodwill                          555,389        (63,210)      492,179       555,043        (63,210)      491,833
  Mastheads                          10,658            (92)       10,566         9,968            (92)        9,876
  ------------------------------------------------------------------------------------------------------------------
  Total                             566,047        (63,302)      502,745       565,011        (63,302)      501,709
  ------------------------------------------------------------------------------------------------------------------
  Total goodwill and
    other intangible assets        $580,233       $(73,556)     $506,677      $579,197       $(72,864)     $506,333
  ==================================================================================================================

</TABLE>

       Identifiable  intangible  assets include  customer and subscriber  lists,
non-compete  covenants,  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 change in goodwill  reflects the Company's  acquisitions  during the
twenty-six  weeks ended June 27, 2004.  For the thirteen week periods ended June
27,  2004 and June 29,  2003,  amortization  expense for  intangible  assets was
$346,000.  For the  twenty-six  weeks  ended  June 27,  2004 and June 29,  2003,
amortization   expense  for   intangible   assets  was  $692,000  and  $693,000,
respectively.  Estimated future amortization expense for identifiable intangible
assets and other assets is as follows (DOLLARS IN THOUSANDS):



             2004-----------------------------    $  1,384
             2005-----------------------------       1,361
             2006-----------------------------         902
             2007-----------------------------         131
             2008-----------------------------         131
             Thereafter-----------------------         715


                                       9
<PAGE>

                           JOURNAL REGISTER COMPANY
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 27, 2004
                                  (Unaudited)

9.    PENSION AND OTHER POST-RETIREMENT BENEFITS

      Net Periodic  Benefit Cost for the  twenty-six  weeks ended June 27, 2004
and June 29, 2003 included the following components:

<TABLE>

                                                                                           OTHER POST-RETIREMENT
                                                              PENSION BENEFITS                   BENEFITS
                                                         -----------------------------------------------------------
(DOLLARS IN THOUSANDS)                                         2004             2003            2004         2003
--------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>                 <C>          <C>

COMPONENTS OF NET PERIODIC BENEFIT COST:
     Service Cost                                          $    557         $    487           $  -         $  2
     Interest Cost                                            1,478            1,431              61          67
     Expected Return on Plan Assets                         (1,804)          (1,713)              -           -
     Amortization of Net:
        Transition Obligation                                    -              (10)              -           -
        Prior Service Cost                                     (89)             (89)            (23)         (23)
        (Gain)/Loss                                             490              545            (77)         (82)
--------------------------------------------------------------------------------------------------------------------
     Net Periodic Benefit Cost                             $    632         $   651            $(39)        $(36)
     ===============================================================================================================

</TABLE>


       The   Company   currently   does  not   expect  to   contribute   to  the
Company-sponsored  pension  plans in fiscal year 2004.  For the  post-retirement
health and life insurance plans, the Company expects to contribute approximately
$400,000 in fiscal year 2004.  As of June 27, 2004,  approximately  $150,000 has
been contributed by the Company to the post-retirement health and life insurance
plans.

10.   SUBSEQUENT EVENTS

       On July 2, 2004,  the Company  entered  into a  definitive  agreement  to
acquire  21st  Century  Newspapers,  Inc.  ("21st  Century"),  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  137,500 and combined average Sunday net
paid circulation of approximately  176,000,  and 87 non-daily  publications with
approximately  1.5 million  non-daily  distribution.  The 21st Century newspaper
cluster will become the  Company's  second  largest  cluster  based on revenues,
after the Company's Greater  Philadelphia  cluster.  THE DAILY OAKLAND PRESS and
THE MACOMB  DAILY,  two of 21st  Century's  daily  newspapers,  will  become the
Company's second and third largest newspapers,  respectively, with the NEW HAVEN
REGISTER remaining the Company's flagship and largest newspaper. Upon completion
of the  acquisition,  Journal Register Company will own 27 daily newspapers with
combined daily  circulation of approximately  650,000 and Sunday  circulation of
approximately  675,000,  and 327 non-daily  publications with combined non-daily
distribution of over 5 million.  21st Century had net revenues of $154.6 million
for the fiscal year ended December 28, 2003.

       The purchase  price for the  acquisition is $415 million and will be paid
in cash. The acquisition  will be financed with a portion of the proceeds of new
senior secured credit  facilities to be provided by JPMorgan Chase Bank. The new
facilities,  which will be for an aggregate amount of up to $1.05 billion,  will
also refinance the Company's indebtedness  outstanding under its existing Credit
Agreement, which was approximately $378.9 million at June 27, 2004.



                                       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 June 27, 2004,  the Company owned and operated 23 daily  newspapers
and 240 non-daily publications  strategically clustered in six geographic areas:
Greater Philadelphia;  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  512,500,  total paid
Sunday circulation of approximately 499,000 and total non-daily  distribution of
approximately 3.5 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 the  Company's  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 seeks to increase 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 are included in advertising revenues
and constituted  approximately 1.7 percent of total advertising revenues for the
twenty-six week period ended June 27, 2004. The Company's online objective is to
make its Websites, all of which are accessible through  WWW.JOURNALREGISTER.COM,
the  indispensable  source of useful and  reliable  community  news,  sports and
information in their markets by making the Websites the local information portal
for their respective markets. The Company currently operates 161 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 July 2, 2004,  the Company  entered  into a  definitive  agreement  to
acquire 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  137,500  and  combined  average  Sunday net paid
circulation  of  approximately  176,000,  and  87  non-daily  publications  with
approximately  1.5 million  non-daily  distribution.  The 21st Century newspaper
cluster will become the  Company's  second  largest  cluster  based on revenues,
after the Company's Greater  Philadelphia  cluster.  THE DAILY OAKLAND PRESS and
THE MACOMB  DAILY,  two of 21st  Century's  daily  newspapers,  will  become the
Company's second and third largest newspapers,  respectively, with the NEW HAVEN
REGISTER remaining the Company's flagship and largest newspaper. Upon completion
of the  acquisition,  Journal Register Company will own 27 daily newspapers with
combined daily  circulation of approximately  650,000 and Sunday  circulation of
approximately  675,000,  and 327 non-daily  publications with combined non-daily
distribution  of over 5 million.  The closing of the  acquisition is expected to
occur in August 2004, subject to customary closing conditions.

       From September 1993 through June 2004, the Company completed 28 strategic
acquisitions, acquiring 14 daily newspapers, 197 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.

       The Company  completed one acquisition  during 2003 and two  acquisitions
during the first half 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
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.

       The Company's  management  believes that its  newspapers are effective in
addressing the needs of local readers and advertisers.  The Company's management
also believes that because its  newspapers  rely on a broad base of local retail
and local classified  advertising,  rather than more volatile national and major
account advertising,  its advertising revenues tend to be relatively more stable
than large metropolitan and national newspapers.


RESULTS OF OPERATIONS

THIRTEEN WEEK PERIOD ENDED JUNE 27, 2004 AS COMPARED TO THE THIRTEEN WEEK
PERIOD ENDED JUNE 29, 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 June 27, 2004 was
$14.8 million,  or $0.35 per diluted share,  versus $13.9 million,  or $0.34 per
diluted share, for the thirteen week period ended June 29, 2003.


                                       12
<PAGE>

       REVENUES. For the thirteen week period ended June 27, 2004, the Company's
revenues increased $3.5 million,  or 3.4 percent,  to $107.7 million.  Newspaper
revenues  for the  thirteen  weeks  ended June 27, 2004 as compared to the prior
year  period  increased  $3.6  million,  or  3.6  percent,  to  $103.6  million,
principally due to an increase in advertising  revenues of $3.7 million,  or 4.8
percent,  which  increase in  advertising  revenues  was  partially  offset by a
decrease in circulation revenues of $0.1 million, or 0.6 percent, as compared to
the prior year period.  Commercial  printing and other revenues for the thirteen
weeks ended June 27, 2004 decreased  approximately $0.1 million, or 2.5 percent,
to $4.1 million as compared to the prior year period and represented 3.8 percent
of the  Company's  revenues for the thirteen  weeks ended June 27, 2004.  Online
revenues  for the  thirteen  weeks ended June 27, 2004 were  approximately  $1.4
million, an increase of approximately 20.5 percent as compared to the prior year
period.

       The following table sets forth the Company's total advertising  revenues,
by  category,  for the thirteen  week  periods  ended June 27, 2004 and June 29,
2003:

<TABLE>

                                                         THIRTEEN WEEKS ENDED
         (DOLLARS IN THOUSANDS)                     June 27, 2004       June 29, 2003      % Increase
         -------------------------------------------------------------------------------------------------
        <S>                                               <C>                 <C>              <C>

         Local                                            $44,177             $43,014           2.7%
         Classified                                        33,049              31,041           6.5%
         National                                           4,233               3,670          15.3%
         -------------------------------------------------------------------------------------------------
            Total advertising revenues                    $81,459             $77,725           4.8%
         =================================================================================================

</TABLE>

       SAME-STORE  NEWSPAPER  REVENUES.  On a same-store basis,  total newspaper
revenues  for the  thirteen  week  period  ended June 27,  2004  increased  $3.2
million, or 3.2 percent, to $103.2 million from $100.0 million in the prior year
period.  Same-store advertising revenues increased $3.3 million, or 4.3 percent,
with  all  three   categories   of   advertising   revenues   showing   positive
year-over-year  trends.  Classified  advertising revenues increased 6.4 percent,
retail  advertising  revenues  increased  1.8 percent and  national  advertising
revenues  increased  15.3 percent on a same store basis for the  thirteen  weeks
ended June 27, 2004, as compared to the thirteen  weeks ended June 29, 2003. The
increase  in  classified  advertising  revenues  resulted  from a  14.5  percent
increase in same-store  classified  employment  advertising  revenues and a 12.3
percent  increase in same-store  classified  real estate  advertising  revenues,
partially offset by a 7.4 percent decrease in same-store  classified  automotive
advertising revenues.  Same-store circulation revenues declined $0.1 million, or
0.6 percent, as compared to the thirteen week period ended June 29, 2003.

       SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit expenses
were 36.6 percent of the  Company's  revenues for the thirteen week period ended
June 27, 2004,  as compared to 37.5  percent for the thirteen  week period ended
June 29, 2003.  Salaries and employee  benefits  increased $0.4 million,  or 0.9
percent, to $39.4 million for the thirteen week period ended June 27, 2004.

       NEWSPRINT,  INK AND PRINTING CHARGES.  For the thirteen week period ended
June 27,  2004,  newsprint,  ink and  printing  charges  were 7.6 percent of the
Company's  revenues,  as compared to 7.4  percent for the  thirteen  week period
ended June 29, 2003.  Newsprint,  ink and printing charges for the thirteen week
period ended June 27, 2004 increased approximately $0.4 million, or 5.6 percent,
as compared to the thirteen  week period ended June 29, 2003.  This  increase is
principally  due to an  increase  of  approximately  8.1  percent  in  newsprint
expense.  The increase in newsprint  expense is due to an increase in unit costs
of approximately nine percent, partially offset by a decline in consumption.

       SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses  were 13.3 percent and 12.5 percent of the  Company's  revenues for the
thirteen  week periods ended June 27, 2004 and June 29, 2003,  respectively.  As
compared to the prior year period, selling,  general and administrative expenses
for the thirteen week period ended June 27, 2004 increased $1.3 million,  or 9.7
percent,  to $14.3 million.  This increase was 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 expense was
3.4 percent of the  Company's  revenues for the thirteen  week period ended June
27, 2004 as compared to 3.8 percent for the thirteen  week period ended June 29,
2003.  Depreciation and amortization  expense for the period ended June 27, 2004
decreased  approximately  $0.2  million,  or 6.0  percent,  to $3.7  million  as
compared to the prior year period, primarily

                                       13
<PAGE>


as a result of decreased depreciation due to the reduction in expense for assets
that are now fully depreciated, partially offset by depreciation associated with
capital expenditures.

       OTHER EXPENSES.  Other expenses were 13.6 percent and 13.9 percent of the
Company's  revenues for the thirteen  week periods  ended June 27, 2004 and June
29, 2003, respectively.  Other expenses increased approximately $0.2 million, or
1.1 percent,  to $14.6 million for the thirteen week period ended June 27, 2004,
as compared to the prior year  period,  principally  as a result of increases in
distribution and promotion costs.

       OPERATING INCOME.  Operating income was $27.4 million, or 25.5 percent of
the  Company's  revenues,  for the  thirteen  week period ended June 27, 2004 as
compared to $25.9 million,  or 24.9 percent of the Company's  revenues,  for the
thirteen week period ended June 29, 2003.

       NET INTEREST AND OTHER EXPENSE.  Net interest and other expense decreased
approximately $0.6 million, or 17.0 percent,  for the thirteen week period ended
June 27, 2004 as  compared to the  thirteen  week  period  ended June 29,  2003,
principally due to a reduction in the  weighted-average  debt outstanding during
the thirteen  week period  ended June 27, 2004 as compared to the thirteen  week
period ended June 29, 2003.  Interest rates were approximately 1.5 percent lower
in the 2004 period.

       PROVISION  FOR INCOME TAXES.  The  provision  for income taxes  increased
approximately $1.3 million, or 15.9 percent,  for the thirteen week period ended
June 27, 2004 as compared to the thirteen  week period ended June 29, 2003,  due
to an increase in pretax income and an increase in the  Company's  effective tax
rate to 39.2 percent from 37.1  percent.  The increase in the effective tax rate
is principally the result of state tax law changes.

       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 $31.1 million for the
thirteen  week period  ended June 27, 2004 as compared to $29.8  million for the
thirteen  week  period  ended June 29,  2003.  Free cash flow (which the Company
defines as EBITDA minus  capital  expenditures,  net  interest  expense and cash
income taxes) was $18.0 million,  or $0.42 per diluted  share,  for the thirteen
week period  ended June 27,  2004,  as compared to $13.9  million,  or $0.33 per
diluted  share,   for  the  thirteen  week  period  ended  June  29,  2003.  See
"Reconciliation of Certain Non-GAAP Financial Measures" below.

TWENTY-SIX  WEEK PERIOD ENDED JUNE 27, 2004 AS COMPARED TO THE TWENTY-SIX  WEEK
PERIOD ENDED JUNE 29, 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  twenty-six  week period ended June 27, 2004
was $25.0 million,  or $0.59 per diluted share,  versus $23.7 million,  or $0.57
per diluted share, for the period ended June 29, 2003.

       REVENUES.  For the  twenty-six  week  period  ended  June 27,  2004,  the
Company's  revenues increased $6.0 million,  or 3.0 percent,  to $206.8 million.
Newspaper  revenues for the twenty-six  weeks ended June 27, 2004 as compared to
the prior year period increased $6.3 million, or 3.3 percent, to $198.7 million,
due to an increase in advertising revenue of $6.7 million, or 4.5 percent, which
increase  in  advertising  revenues  was  partially  offset  by a  reduction  in
circulation  revenues for the  twenty-six  week period of $0.4  million,  or 0.8
percent,  as compared to the prior year  period.  Commercial  printing and other
revenues for the twenty-six  weeks ended June 27, 2004  decreased  approximately
$0.3  million,  or 3.4  percent,  to $8.1  million as compared to the prior year
period and represented 3.9 percent of the Company's  revenues for the twenty-six
weeks ended June 27, 2004 as compared to 4.2 percent for the prior year  period.
Online revenues for the twenty-six weeks ended June 27, 2004 were  approximately
$2.7 million, an increase of approximately 20.2 percent as compared to the prior
year period.



                                       14
<PAGE>


       The following table sets forth the Company's total advertising  revenues,
by category,  for the  twenty-six  week periods ended June 27, 2004 and June 29,
2003:
<TABLE>

                                                             TWENTY-SIX WEEKS ENDED
         (DOLLARS IN THOUSANDS)                        June 27, 2004         June 29, 2003      % Increase
         ----------------------------------------------------------------------------------------------------
<S>                                                         <C>                   <C>               <C>

         Local                                              $ 82,909              $ 80,960           2.4%
         Classified                                           63,080                59,121           6.7%
         National                                              8,147                 7,401          10.1%
         ----------------------------------------------------------------------------------------------------

            Total advertising revenues                      $154,136              $147,482           4.5%
         ====================================================================================================

</TABLE>


       SAME-STORE  NEWSPAPER  REVENUES.  On a same-store basis,  total newspaper
revenues  for the  twenty-six  week period  ended June 27, 2004  increased  $5.7
million, or 2.9 percent, to $198.1 million from $192.4 million in the prior year
period.  Same-store advertising revenues increased $6.0 million, or 4.1 percent,
with  all  three   categories   of   advertising   revenues   showing   positive
year-over-year  trends.  Classified  advertising revenues increased 6.6 percent,
retail  advertising  revenues  increased  1.7 percent and  national  advertising
increased 10.1 percent for the twenty-six  weeks ended June 27, 2004,  each on a
same store basis and as compared to the  twenty-six  weeks ended June 29,  2003.
The increase in  classified  advertising  revenues  resulted from a 13.2 percent
increase in same-store  classified  employment  advertising  revenues and a 12.2
percent  increase in same-store  classified  real estate  advertising  revenues,
partially offset by a 6.0 percent decrease in same-store  classified  automotive
advertising revenues.  Same-store circulation revenues declined $0.4 million, or
0.8 percent, as compared to the twenty-six week period ended June 29, 2003.

       SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit expenses
were 38.0 percent of the Company's revenues for the twenty-six week period ended
June 27, 2004, as compared to 38.8 percent for the twenty-six  week period ended
June 29, 2003.  Salaries and employee  benefits  increased $0.8 million,  or 1.0
percent, for the twenty-six week period ended June 27, 2004 to $78.7 million.

       NEWSPRINT, INK AND PRINTING CHARGES. For the twenty-six week period ended
June 27,  2004,  newsprint,  ink and  printing  charges  were 7.7 percent of the
Company's  revenues,  as compared to 7.6 percent for the twenty-six  week period
ended June 29, 2003. Newsprint, ink and printing charges for the twenty-six week
period ended June 27, 2004 increased approximately $0.7 million, or 4.6 percent,
as compared to the twenty-six  week period ended June 29, 2003. This increase is
principally  due to an  increase  of  approximately  7.4  percent  in  newsprint
expense.  The increase in newsprint  expense is due to an increase in unit costs
of approximately nine percent, partially offset by a decline in consumption.

       SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses  were 13.4 percent and 13.0 percent of the  Company's  revenues for the
twenty-six week periods ended June 27, 2004 and June 29, 2003, respectively.  As
compared to the prior year period, selling,  general and administrative expenses
for the twenty-six  week period ended June 27, 2004  increased $1.8 million,  or
6.8 percent, to $27.8 million.  This increase was 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 expense for
the  twenty-six  period  ended June 27,  2004 was 3.6  percent of the  Company's
revenues  2004 as compared to 3.9 percent for the  twenty-six  week period ended
June 29, 2003.  Depreciation  and  amortization  expense for the twenty-six week
period ended June 27, 2004  decreased  $0.4  million,  or 4.8  percent,  to $7.4
million as a result of decreased  depreciation  due to the  reduction in expense
for assets  that are now fully  depreciated,  partially  offset by  depreciation
associated with capital expenditures.

       OTHER  EXPENSES.  Other  expenses  were  14.3  percent  of the  Company's
revenues  for  both the  twenty-six  week  period  ended  June 27,  2004 and the
twenty-six  week period  ended June 29,  2003.  Other  expenses  increased  $0.8
million,  or 2.9 percent,  to $29.5 million in the twenty-six  week period ended
June 27, 2004. This increase was primarily due to increases in distribution  and
promotion costs.



                                       15
<PAGE>


       OPERATING INCOME.  Operating income was $47.6 million, or 23.0 percent of
the Company's  revenues,  for the twenty-six  week period ended June 27, 2004 as
compared to $45.3 million,  or 22.5 percent of the Company's  revenues,  for the
twenty-six week period ended June 29, 2003.

       NET INTEREST AND OTHER EXPENSE.  Net interest and other expense decreased
approximately  $1.3 million,  or 16.4 percent,  for the  twenty-six  week period
ended June 27,  2004 as compared to the  twenty-six  week period  ended June 29,
2003,  principally due to a reduction in the  weighted-average  debt outstanding
during the  twenty-six  week  period  ended  June 27,  2004 as  compared  to the
twenty-six  week period ended June 29, 2003.  Interest rates were  approximately
1.5 percent lower in the 2004 period.

       PROVISION  FOR INCOME TAXES.  The  provision  for income taxes  increased
approximately  $2.3 million,  or 16.8 percent,  for the  twenty-six  week period
ended June 27,  2004 as compared to the  twenty-six  week period  ended June 29,
2003,  primarily  due to an  increase  in pretax  income and an  increase in the
Company's effective tax rate to 39.2 percent from 36.8 percent.  The increase in
the  effective  tax rate is  principally  the result of state law  changes and a
Federal  Empowerment  Zone tax  credit  of  approximately  $150,000,  which  was
recognized in the first quarter of 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 $55.0 million in the
twenty-six week period ended June 27, 2004, as compared to $53.0 million for the
twenty-six  week period ended June 29,  2003.  Free cash flow (which the Company
defines as EBITDA minus  capital  expenditures,  net  interest  expense and cash
income taxes) was $31.9 million,  or $0.75 per diluted share, for the twenty-six
week period ended June 27, 2004, as compared to $27.0 million, $0.65 per diluted
share,  for the twenty-six week period ended June 29, 2003. See  "Reconciliation
of Certain Non-GAAP Financial Measures" below.

LIQUIDITY AND CAPITAL RESOURCES

       On July 2, 2004,  the Company  entered  into a  definitive  agreement  to
acquire 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  is $415 million and will be paid in cash. The  acquisition  will be
financed with a portion of the proceeds of new senior secured credit  facilities
to be provided by JPMorgan Chase Bank. The new  facilities,  which will be in an
aggregate  amount of up to $1.05  billion,  will also  refinance  the  Company's
indebtedness  outstanding  under  its  existing  Credit  Agreement,   which  was
approximately $378.9 million at June 27, 2004. Upon closing of the new facility,
the Company anticipates that it will have availability under the new facility of
approximately $230 million.

       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 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 twenty-six  week period ended June 27, 2004 was $39.7 million
as compared to $39.6 million for the twenty-six week period ended June 29, 2003.
Current  assets were $61.0 million and current  liabilities,  excluding  current
maturities  of  long-term  debt,  were $50.5  million as of June 27,  2004.  The
Company  manages its working  capital  through the  utilization of its Revolving
Credit  Facility.  The outstanding  balance on the Revolving  Credit Facility in
accordance with its terms, is classified as a long-term liability.

       CASH  FLOWS  FROM  INVESTING  ACTIVITIES.  Net  cash  used  in  investing
activities was $6.1 million for the twenty-six  week period ended June 27, 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 $8.7 million for the twenty-six week period ended June 29, 2003. The Company
has a capital  expenditure  program for its existing  operation of approximately
$16 million in place for 2004, which 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


                                       16
<PAGE>

quality of  operations.  The Company  reviews its  capital  expenditure  program
periodically and modifies it as required to meet current needs.

       CASH  FLOWS  FROM  FINANCING  ACTIVITIES.  Net  cash  used  in  financing
activities was $33.6 million for the twenty-six week period ended June 27, 2004,
reflecting  the  utilization  of free cash flow to repay $39.5  million of debt,
offset  partially  by proceeds  from stock  option  exercises.  Net cash used in
financing activities was $30.9 million for the twenty-six week period ended June
29,  2003,  of which $23.5  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 DERIVATIVE ACTIVITY. The Company entered into a credit agreement
in July  1998  with a  group  of  lenders,  led by  Chase  Manhattan  Bank  (the
predecessor  to  JPMorgan  Chase  Bank) as  administrative  agent  (the  "Credit
Agreement").  The Credit Agreement provided for two secured term loan facilities
("Term Loan A" and "Term Loan B" or  collectively,  the "Term  Loans") each at a
face  amount of $250  million,  and a secured  revolving  credit  facility  (the
"Revolving  Credit  Facility")  for $400  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.

       The Term Loans mature on March 31, 2006 and September  30, 2006,  and the
Revolving  Credit  Facility  matures  on March  31,  2006.  The Term  Loans  are
repayable in quarterly installments and the availability of the Revolving Credit
Facility is subject to certain  quarterly  reductions that commenced in 2002. In
addition,  under the terms of the Company's Credit Agreement,  net proceeds,  as
defined in the Credit Agreement,  from the sale of newspaper properties that are
not reinvested within 365 days must be used to prepay debt.

       The amounts outstanding under the Credit Agreement bear interest at (i) 1
3/4 percent to 1/2 percent  above LIBOR (as defined in the Credit  Agreement) or
(ii) 1/2 percent to 0 percent above the higher of (a) the Prime Rate (as defined
in the Credit  Agreement)  or (b) 1/2 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).

       Pursuant to the requirements of the Credit Agreement, the Company entered
into  certain  interest  rate hedges (the  "Collars")  on November 9, 2001.  The
Collars  establish an interest  rate ceiling  ("CAP") and an interest rate floor
(the "floor").

       The CAP on the Company's  Collars,  which became effective on October 29,
2002, is 6.0 percent and the floor averages  approximately  2.66 percent.  These
rates are based upon the 90-day LIBOR. In the event the 90-day LIBOR exceeds 6.0
percent,  the Company will receive cash from the issuers to  compensate  for the
rate in excess of the 6.0 percent  CAP.  If the 90-day  LIBOR is lower than 2.66
percent,  the Company  will pay cash to the issuers to  compensate  for the rate
below the floor. The Collars became effective on October 29, 2002 for a notional
amount of $170  million.  The  Collars  amortize  over two  years to a  notional
aggregate amount of $135 million and terminate on October 29, 2004.

       On October 10, 2002, the Company  entered into  additional  interest rate
Collars (the "Additional Collars"). The effective date of the Additional Collars
was January 29, 2003. The Additional Collars are for a notional aggregate amount
of $150 million,  which is fixed over its two-year term. Similar to the existing
Collars,  the Additional  Collars establish a CAP and a floor at no initial cost
to the Company.  The CAP on the Additional  Collars is 4.0 percent and the floor
averages  approximately 1.54 percent. These rates are also based upon the 90-day
LIBOR.  In the event that 90-day  LIBOR  exceeds 4.0  percent,  the Company will
receive  cash from the issuers to  compensate  for the rate in excess of the 4.0
percent  CAP. If the 90-day LIBOR is lower than 1.54  percent,  the Company will
pay cash to the issuers to compensate for the rate below the floor.


                                       17
<PAGE>


       On April 8, 2004,  the Company  entered into an additional  interest rate
collar (the "New  Collar").  The effective date of the New Collar is October 29,
2004.  The New Collar is for a notional  amount of $100 million,  which is fixed
for  its  two-year  term.  Similar  to the  existing  Collars,  the  New  Collar
establishes a CAP and a floor at no initial cost to the Company.  The CAP on the
New Collar is 4.5 percent and the floor is 2.08  percent.  These rates are based
upon the 90-day LIBOR.

       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  twenty-six
weeks ended June 27, 2004 and the fiscal year ended December 28, 2003. The total
deferred  loss  reported  in OCI as of June 27, 2004 and  December  28, 2003 was
approximately $ 0.3 million and $1.5 million, respectively (net of $ 0.2 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 IRPA's 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 twenty-six  week period ended June 27, 2004.  These interest
rates reflect the effect of a $1.4 million  pre-tax charge realized and reported
as a component of interest expense for the twenty-six week period ended June 27,
2004 related to the Company's IRPAs in place during 2004.

       CONTRACTUAL OBLIGATIONS AND COMMITMENTS. As of June 27, 2004, the Company
had  outstanding  indebtedness  under the Credit  Agreement,  due and payable in
installments  through  2006,  of $378.9  million,  of which  $95.4  million  was
outstanding   under  the  Revolving  Credit  Facility  and  $283.5  million  was
outstanding  under the Term  Loans.  As noted  above,  the  Company  intends  to
refinance the obligations  outstanding  under the Credit Agreement in connection
with the 21st Century acquisition. See "- Acquisitions and Dispositions."

       The remaining  aggregate  maturities payable under the Term Loans for the
following fiscal years are as follows (DOLLARS IN THOUSANDS):


          2004                                 $ 20,162
          2005                                   64,637
          2006                                  198,655


       The Revolving Credit Facility is available until March 31, 2006.  Initial
availability  was $400  million and has been and will  continue to be reduced by
equal consecutive quarterly  reductions,  commencing on June 30, 2002 and ending
on March 31, 2006, 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):


          June 30, 2002                        $ 55,000
          June 30, 2003                          65,000
          June 30, 2004                         100,000
          June 30, 2005                         180,000

       As of June 27, 2004, the maximum  availability under the Revolving Credit
Facility was $184.6 million, with $167.6 million available based on the terms of
the Credit Agreement.

       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



                                       18
<PAGE>


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  leases in effect as of December 28, 2003, are as follows  (DOLLARS IN
THOUSANDS):

          2004                                  $ 2,027
          2005                                    1,509
          2006                                    1,229
          2007                                      833
          2008                                      704
          Thereafter                              1,169


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.

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 No. 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


                                       19
<PAGE>

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 the Company's  results from operations in a more
meaningful  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.

       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.

       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 and (ii) net income and free cash flow,  in each case
for the thirteen and  twenty-six  week periods  ended June 27, 2004 and June 29,
2003.


                                       20
<PAGE>

<TABLE>


                                                            THIRTEEN WEEKS ENDED          TWENTY-SIX WEEKS ENDED
                                                         JUNE 27,        JUNE 29,        JUNE 27,       JUNE 29,
(DOLLARS IN THOUSANDS)                                     2004            2003            2004          2003
-------------------------------------------------------------------------------------------------------------------

<S>                                                      <C>             <C>             <C>              <C>

Net income                                               $ 14,760        $ 13,931        $ 25,007         $ 23,734
        Add:  Provision for income taxes                    9,518           8,212          16,111           13,798
        Add:  Net interest expense and other                3,128           3,770           6,463            7,729
                                                    ---------------- ---------------  -----------------------------
Operating income                                           27,406          25,913          47,581           45,261
                                                    ---------------- ---------------  -----------------------------
        Add:  Depreciation and amortization                 3,678           3,914           7,389            7,764
                                                    ---------------- ---------------  -----------------------------
   EBITDA                                                  31,084          29,827          54,970           53,025
                                                    ---------------- ---------------  -----------------------------
   EBITDA margin                                              29%             29%             27%              26%
                                                    ---------------- ---------------  -----------------------------
        Less:  Capital expenditures                       (3,017)         (6,482)         (5,070)          (8,676)

        Less:  Interest expense                           (3,088)         (3,765)         (6,397)          (7,701)

        Less:  Cash income taxes                          (7,008)         (5,693)        (11,554)          (9,694)
                                                    ---------------- ---------------  -----------------------------
   Free cash flow                                        $ 17,971        $ 13,887        $ 31,949         $ 26,954
===================================================================================================================

</TABLE>


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, 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 June 27,  2004,  the  Company  had in effect  collar  agreements  with
respect  to an  aggregate  notional  amount  of $293  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 $0.7 million.


                                       21
<PAGE>


       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
June 27,  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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


       The Company held its Annual Meeting of  Stockholders  on May 18, 2004. At
the Annual Meeting, the stockholders elected Burton B. Staniar and James W. Hall
as Class A directors of the Company to hold office until the 2007 Annual Meeting
of Stockholders.  The stockholders  also approved an amendment of the 1997 Stock
Incentive  Plan,   approved  the   continuation   of  the  Executive   Incentive
Compensation  Plan,  and also ratified the  appointment  of Ernst & Young LLP as
independent auditors for the Company for fiscal year 2004.

Each of the Class A directors nominated by the Company were elected with the
following voting results:

                             VOTES         VOTES
                              FOR        WITHHELD

Burton B. Staniar          37,905,947     888,811

James W. Hall              37,958,424     836,334



The other proposals submitted to the stockholders were approved with the
following voting results:


<TABLE>

                                               VOTES                  VOTES
                                              CAST FOR             CAST AGAINST           ABSTENTIONS
<S>                                          <C>                    <C>                     <C>

Approve an amendment of the 1997
Stock Incentive Plan                         25,144,655             6,420,326               642,224

                                               VOTES                  VOTES
                                              CAST FOR             CAST AGAINST           ABSTENTIONS

Approve the continuation of the
Executive Incentive Compensation Plan        30,432,293             1,149,597               625,315


                                               VOTES                  VOTES
                                              CAST FOR             CAST AGAINST           ABSTENTIONS

Approve the appointment of
Ernst & Young LLP as independent
auditors for the Company  for the fiscal
year 2004                                    37,883,766               889,278                21,714


</TABLE>




                                       23
<PAGE>









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 April 21,  2004,
          furnishing pursuant to Item 12 thereof certain  information  regarding
          the text of a press  release  issued by the  Company,  dated April 16,
          2004,  titled "Journal  Register Company  Announces First Quarter 2004
          Results".



                                       24
<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: August 2, 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)


                                       25