Exhibit 10.5

                                VOTING AGREEMENT


            This Voting  Agreement  ("Agreement") is entered into as of this 6th
day of May, 1997 by and among Warburg, Pincus  Capital  Company,  L.P. ("Capital
Company"), Warburg, Pincus Capital Partners L.P. ("Capital Partners"),  Warburg,
Pincus Investors, L.P.("Investors" and together with Capital Company and Capital
Partners,   "Warburg,   Pincus")  and  Journal  Register  Company,   a  Delaware
Corporation (the "Company").


                               W I T N E S S E T H


            WHEREAS,  Warburg, Pincus owns in the aggregate 37,864,177 shares of
common stock, par value $.01 per share, of the Company,  such stock representing
in excess of 50% of the voting power of the Company's voting stock;

            WHEREAS,  the  parties  hereto  have been  advised by the  Company's
independent public accountants that pooling of interests accounting treatment is
generally  unavailable  for a  transaction  involving a company  that within two
years prior to the transaction  had a stockholder  that controlled more than 50%
of the voting power of such company; and

            WHEREAS,  the parties  have been  further  advised by the  Company's
independent public  accountants that upon execution of this Agreement,  Warburg,
Pincus will be deemed to have  divested  itself of voting power in excess of the
50%  limitation  for the purposes of the pooling of interests  accounting  rules
referred to above;

            NOW, THEREFORE,  in consideration of the premises and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged by each party,  the parties hereto,  intending to be legally bound,
agree as follows:

      1.    VOTING

            At any time when a matter is  brought  to the vote of the  Company's
stockholders and Warburg,  Pincus beneficially owns shares of the Company voting
stock  representing  more than 50% of the voting power of the  Company's  shares
entitled to vote on such matter (the "Limit"), then:

            (a)   Warburg,  Pincus  may  vote  shares  up to  the   Limit in its
discretion; and

            (b) Warburg,  Pincus shall vote shares  beneficially  owned by it in
excess of the Limit in the same  proportion as the shares voted by holders other
than Warburg, Pincus are voted on such matter.

      2.    AMENDMENT OR TERMINATION

            Except as set forth in paragraph 3 below,  this Agreement may not be
amended or terminated  without the concurrence of a majority of the votes of the
shares of the  Company's  voting  stock  voting on the matter at a meeting  duly
called other than shares of Company's voting stock beneficially owned by Capital
Company, Capital Partners or Investors.

      3.    ADDITIONAL RIGHT TO TERMINATION

            This  Agreement  shall also be terminated by Warburg,  Pincus on the
one hand,  or the Company,  on the other hand,  if either shall have received an
opinion  from a  certified  public  accounting  firm (i)  contrary to the advice
referred to in the third  "Whereas"  clause hereto and such opinion is delivered
to all the parties hereto or (ii) if APB 16 has been amended,  revised,  revoked
or superseded  such that pooling of interest  accounting  treatment is no longer
available under United States generally accepted accounting principles.

      4.    COUNTERPARTS

            This  Agreement  may be  executed  simultaneously  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

      5.    NOTICES

                  All notices,  requests, demands and other communications under
this  Agreement  shall be in  writing,  shall  be  given  by one of the  methods
specified below, and shall be deemed to have been duly given, (i) on the date of
service if served personally on the party to whom notice is to be given, (ii) on
the second business day after delivery to an overnight courier service, provided
receipt  of  delivery  has  been  confirmed,   or  (iii)  upon  receipt  by  the
transmitting  party of  confirmation  or  answer-back if delivery is by telex or
telefax.

            If to Capital Company, Capital Partners or Investors:

            c/o Warburg, Pincus & Co.
            466 Lexington Avenue
            New York, New York 10017
            Attention     Douglas M. Karp
            Telephone:    (212) 878-0600
            Facsimile:    (212) 878-9351

            If to the Company:

            Journal Register Company
            State Street Square
            50 West State Street
            Trenton, New Jersey 08608-1298
            Attention:    Robert M. Jelenic
            Telephone:    (609) 396-2200
            Facsimile:      (609) 396-8731

      6.    GOVERNING LAW

            This Agreement  shall be construed in accordance  with, and governed
by,  the laws of the State of  Delaware,  without  regard to the  principles  of
conflicts of laws thereof.

                  IN WITNESS  WHEREOF,  the parties to this  Agreement have duly
executed it as of the date set forth above.


                                          WARBURG, PINCUS CAPITAL
                                                COMPANY, L.P.


                                          By: /S/ GARY D. NUSBAUM
                                              ----------------------------------
                                          Name:
                                          Title:

                                          WARBURG, PINCUS CAPITAL
                                                PARTNERS, L.P.


                                          By: /S/GARY D. NUSBAUM
                                              ----------------------------------
                                          Name:
                                          Title:

                                          WARBURG, PINCUS INVESTORS,
                                                 L.P.


                                          By: /S/ GARY D. NUSBAUM
                                              ----------------------------------
                                          Name:
                                          Title:

                                          JOURNAL REGISTER COMPANY


                                          By: /S/ JEAN B. CLIFTON
                                              ----------------------------------
                                          Name:
                                          Title: