<PAGE>

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                                  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 March 31, 1999

                                       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 Incorporation       (I.R.S. Employer
                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 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 - 46,534,081  outstanding (exclusive of treasury shares) as of May 13,
1999.

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





<PAGE>





                            JOURNAL REGISTER COMPANY

                               INDEX TO FORM 10-Q



PART I.             FINANCIAL INFORMATION

                                                                        Page No.
                                                                        --------

         Item 1.    Financial Statements:

                    Condensed Consolidated Balance Sheets at March 31, 
                    1999 (Unaudited) and December 31, 1998...................  1

                    Condensed Consolidated Statements of Income for the 
                    three months ended March 31, 1999 and 1998 (Unaudited)...  2

                    Condensed Consolidated Statements of Cash Flows for 
                    the three months ended March 31, 1999 and 1998 
                    (Unaudited)..............................................  3

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

         Item 2.    Management's Discussion and Analysis of Financial 
                    Condition and Results of Operations......................  6

         Item 3.    Quantitative and Qualitative Disclosures About 
                    Market Risk.............................................. 10

PART II.       OTHER INFORMATION

         Item 1.    Legal Proceedings........................................ 11

         Item 2.    Changes in Securities and Use of Proceeds................ 11

         Item 3.    Defaults Upon Senior Securities.......................... 11

         Item 4.    Submission of Matters to a Vote of Security Holders...... 11

         Item 5.    Other Information........................................ 11

         Item 6.    Exhibits and Reports on Form 8-K......................... 11

         Signature  ......................................................... 12


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<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            JOURNAL REGISTER COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)
                                   (Unaudited)

                                                  March 31,      December 31,
                                                     1999            1998
                                                 -------------   --------------
ASSETS
Current assets:
  Cash and cash equivalents                       $    9,219     $     8,542
  Accounts receivable, less allowance for 
    doubtful accounts of $5,473 in
    1999 and $4,632 in 1998                           55,738          58,244
  Inventories                                          8,277           8,440
  Deferred income taxes                                2,684           2,522
  Other current assets                                 4,282           4,130
                                                 -------------   --------------
Total current assets                                  80,200          81,878


Property, plant and equipment:                       231,962         230,160
     Less accumulated depreciation                  (133,316)       (130,182)
                                                 -------------   --------------
                                                      98,646          99,978
Intangible and other assets, net of accumulated 
   amortization of $31,970 in 1999
   and $28,297 in 1998                               488,168         490,013
                                                 -------------   --------------
Total assets                                       $ 667,014       $ 671,869
                                                 =============   ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT 
 Current liabilities:
  Accounts payable                                 $  11,834       $  12,107
  Income taxes payable                                   942             829
  Accrued interest                                     7,019           6,374
  Other accrued expenses and current liabilities      31,553          30,814
                                                 -------------   --------------
Total current liabilities                             51,348          50,124

Senior debt, less current maturities                 762,425         765,000
Deferred income taxes                                 14,870          14,029
Accrued retiree benefits and other liabilities        15,560          17,078
Income taxes payable                                  55,072          50,951

Commitments and contingencies

Stockholders' deficit:

Common  stock,  $.01  par  value  per  
    share, 300,000,000  shares  authorized, 
    48,437,581 issued and outstanding at 
    March 31, 1999 and December 31, 1998                 484             484
  Additional paid-in capital                         358,236         358,236
  Accumulated deficit                               (575,881)       (583,821)
                                                 -------------   --------------
  Total                                             (217,161)       (225,101)

Less treasury stock, 1,141,800 shares at cost         (14,888)            ---
Accumulated other comprehensive loss, net of 
  tax of $153                                            (212)           (212)
                                                 -------------   --------------
Net stockholders' deficit                            (232,261)       (225,313)
                                                 --------------  --------------
Total liabilities and stockholders' deficit         $ 667,014       $ 671,869
                                                 =============   ==============

                             See accompanying notes.
 
                                      1

<PAGE>



                            JOURNAL REGISTER COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)

                                                      Three months ended
                                                          March 31,
                                                    1999              1998 
                                              -----------------  ---------------
  Revenues:
     Advertising                                $   79,570       $    63,940
     Circulation                                    24,308            20,134
                                              -----------------  ---------------
  Newspaper revenues                               103,878             84,074
  Commercial printing and other                      6,024              5,587
                                              -----------------  ---------------
                                                   109,902             89,661

  Operating expenses:
     Salaries and employee benefits                 38,997             30,912
     Newsprint, ink and printing charges            12,477             11,896
     Selling, general and administrative            10,349              8,158
     Depreciation and amortization                   7,232              4,939
     Other                                          14,098             11,454
                                              -----------------  ---------------
                                                    83,153             67,359
                                              -----------------  ---------------
  Operating income                                  26,749             22,302

  Interest and other expense                       (13,462)            (8,698)
                                              -----------------  ---------------

  Income before provision for income taxes          13,287             13,604
  Provision for income taxes                         5,347              5,041
                                              -----------------  ---------------
  Net income                                    $    7,940         $    8,563
                                              =================  ===============

  Net Income per common share (basic 
    and diluted):                                    $ .17             $  .18

  Weighted average shares outstanding:
    Basic                                           47,725              48,438
    Diluted                                         47,725              48,706



                             SEE ACCOMPANYING NOTES.

                                       2
<PAGE>



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

<TABLE>
<CAPTION>
                                                                                   Three months ended
                                                                                        March 31,
                                                                        ----------------------------------------
                                                                            1999                    1998
                                                                        --------------         ---------------

<S>                                                                          <C>                      <C>
Cash flows from operating activities:                                                           
 Net income                                                                    $7,940                 $ 8,563
 Adjustments  to  reconcile  net  income  to  
   net  cash  provided  by  operating
   activities:
  Provision for losses on accounts receivable                                     899                     618
  Depreciation and amortization                                                 7,232                   4,939
  other, net                                                                    4,303                   5,173
                                                                        --------------         ---------------
Net cash provided by operating activities                                      20,374                  19,293

Cash flows from investing activities:
Additions to property, plant and equipment                                    (2,238)                 (2,171)
Net proceeds from sale of property, plant 
  and equipment and other
  assets                                                                           4                       5
Purchase of newspaper properties                                                  --                 (36,086)
                                                                        --------------         ---------------

Net cash used in investing activities                                         (2,234)                (38,252)

Cash flows from financing activities:
Proceeds from issuance of senior facilities                                       --                   39,000
Repayments of senior debt                                                     (2,575)                 (17,148)
Purchase of treasury shares                                                  (14,888)                       -
                                                                                                         
                                                                        --------------         ---------------
Net cash (used in) provided by  financing activities                         (17,463)                  21,852
                                                                        --------------         ---------------

Increase  in cash and cash equivalents                                            677                   2,893
Cash and cash equivalents, beginning of period                                  8,542                   8,183
                                                                        --------------         ---------------
Cash and cash equivalents, end of period                                      $ 9,219                 $11,076
                                                                        ==============         ===============

Supplemental disclosures of cash flow information:
Cash paid during the year for:                                                                  
    Interest                                                               $   12,749                 $8,845
    Income taxes                                                                  434                    344

</TABLE>
                             SEE ACCOMPANYING NOTES.

                                       3

<PAGE>



                            JOURNAL REGISTER COMPANY
         NOTES TO UNUADITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999


1.       ORGANIZATION AND BASIS OF PRESENTATION

         The  accompanying  consolidated  financial  statements  include Journal
Register Company (the "Company") and all of its wholly-owned  subsidiaries.  The
Company was  incorporated on March 11, 1997 and became a publicly traded company
in May of 1997.

         The Company (through its consolidated subsidiaries) primarily publishes
daily and non-daily newspapers serving markets in Connecticut,  Philadelphia and
its surrounding areas, Ohio, the greater St. Louis area, central New England and
the  Capital-Saratoga  and  Mid-Hudson,  New York  regions;  and has  commercial
printing operations in Connecticut, Ohio and Pennsylvania.

         The condensed consolidated interim financial statements included herein
have been prepared by the Company,  without audit,  in accordance with generally
accepted   accounting   principles  ("GAAP")  and  pursuant  to  the  rules  and
regulations   of  the  Securities   and  Exchange   Commission.   The  condensed
consolidated interim financial statements do not include all 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 March 31,  1999 and  December  31,  1998 and the  results of its
operations  and cash flows for the periods ended March 31, 1999 and 1998.  These
financial  statements  should be read in conjunction  with the December 31, 1998
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

         For the three-month  period ended March 31, 1999, there was no dilutive
effect from the employee stock options,  therefore,  the weighted average number
of shares  outstanding  (basic and diluted) was 47,725,341.  Options to purchase
approximately  2.5 million shares of common stock at a range of $14.00 to $22.50
were  outstanding  at March 31,1999 but were not included in the  computation of
the diluted  earnings per share because the options'  exercise price was greater
than the average market price of the common shares.

3.       COMMON STOCK

         On January 11, 1999,  the  Company's  Board of  Directors  authorized a
share  repurchase  program of up to two million  shares of the Company's  common
stock.  At March 31, 1999,  the Company had  repurchased  1,141,800  shares at a
total cost of approximately $14.9 million.

         On April 8, 1999,  the  Company's  Board of  Directors  authorized  the
repurchase  of an  additional  one million  shares of its common stock under its
stock repurchase program.  Subsequent to March 31, 1999, the Company repurchased
an additional 761,700 shares on the open market. Shares under the program are to
be  repurchased  at  management's  discretion,  either in the open  market or in
privately negotiated transactions.


                                       4



<PAGE>

                            JOURNAL REGISTER COMPANY
         NOTES TO UNUAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999



4.       ACQUISITIONS

         On  July  15,  1998,  the  Company  completed  its  acquisition  of the
Pennsylvania,  New York and Ohio newspaper  businesses of The Goodson  Newspaper
Group (including Mark Goodson Enterprises,  Ltd.) for approximately $300 million
in cash (the "Goodson Acquisition").  The Company applied the purchase method of
accounting for this transaction.  Accordingly,  the total acquisition cost, on a
preliminary basis, was allocated to the tangible assets and liabilities acquired
based  upon their  estimated  fair  market  value on the  effective  date of the
acquisition  of  approximately  $17.1  million and $7.9  million,  respectively.
Intangible assets of approximately $300 million were recorded for the subscriber
lists and excess of the purchase price over the value of identifiable net assets
and are being amortized in accordance with the Company's policy.

         The  following  table  presents  the  unaudited  pro forma  results  of
operations of the Company as though the Goodson Acquisition  occurred on January
1, 1998.


                                                       Three months ended
                                                          March 31, 1998
                                                       ------------------
                                                         (in thousands)

         Net Revenues                                     $    105,864
         Net Income                                              5,467

         Net income per share (basic and diluted):          $      .11


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

5.       COMPREHENSIVE LOSS

         The March 31, 1999 accumulated  other  comprehensive  loss relates to a
minimum pension liability adjustment of $212,000 net of tax recorded at December
31, 1998.

6.       SEGMENTS

         In 1998, the Company adopted Financial  Accounting Standards Board, No.
131,  "Disclosure  About Segments of an Enterprise and Related  Information." In
accordance  with  FASB  131,  the  Company  concluded  that it  operates  in one
reportable  segment.  The Company  determined  its  operating  segment  based on
individual  operations  that the chief  operating  decision  maker  reviews  for
purposes of assessing performance and making operational decisions. The combined
operations have similar economic  characteristics and each operation has similar
products, services, customers, production processes and distribution systems.

7.       RECLASSIFICATIONS

         Certain reclassifications were made to the 1998 financial statements to
conform with the 1999 presentation.

                                       5

<PAGE>

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

GENERAL

         The Company's  business is publishing  newspapers in the United States,
where 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  March  31,  1999,  the  Company  owned  and  operated  24  daily
newspapers  and 185  non-daily  publications  strategically  clustered  in seven
geographic areas: Connecticut; Philadelphia and its surrounding areas; Ohio; the
greater  St.  Louis area;  central New  England;  and the  Capital-Saratoga  and
Mid-Hudson,  New York regions.  As of March 31, 1999, the Company had total paid
daily circulation of approximately  653,000 and total non-daily  distribution of
approximately 3.7 million.

         The Company's  objective is to continue its growth in revenues,  EBITDA
and net income.  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.  From 1993  through  present,  the  Company
successfully completed 13 strategic acquisitions, acquiring 12 daily newspapers,
117 non-daily publications and three commercial printing companies, two of which
print a number of the  non-daily  publications.  The third is a premium  quality
sheet-fed printing company.

         Newspaper  companies  tend to follow a distinct and recurring  seasonal
pattern. The first quarter of the year  (January-March)  tends to be the weakest
quarter because advertising volume is then at its lowest level. Conversely,  the
fourth  quarter  (October  -December)  tends to be the  strongest  quarter as it
includes heavy holiday season advertising.

         The  first  quarter  of 1999  includes  the  results  of the  following
acquisitions:  The Saratogian,  Saratoga  Springs,  New York,  acquired March 9,
1998;  the Goodson  Acquisition,  completed  July 15, 1998;  and Taconic  Media,
Dutchess County, New York, acquired September 21, 1998.


THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

         REVENUES.  In the three months ended March 31, 1999, revenues increased
$20.2  million,  or 22.6% to  $109.9  million,  primarily  due to  acquisitions.
Newspaper  revenues in the first quarter  increased $19.8 million,  or 23.6%, to
$103.9 million,  principally due to increased advertising revenue as a result of
acquisitions.  Circulation  revenues increased  approximately  $4.2 million,  or
20.7%, to $24.3 million during the three months ended March 31, 1999. Commercial
printing  and other  represented  5.5% of the  Company's  revenues  in the first
quarter of 1999, as compared to 6.2% in the first quarter of 1998.

         SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefit expenses
were 35.5% of the Company's revenues in the first quarter of 1999 as compared to
34.5% in the first  quarter of 1998.  Salaries and employee  benefits  increased
$8.1 million, or 26.2%, in the first quarter of 1999 to $39.0 million, primarily
due to acquisitions.

         NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the first  quarter of 1999,
newsprint,  ink and printing  charges were 11.4% of the Company's  revenues,  as
compared  to 13.3% in the first  quarter of 1998.  Newsprint,  ink and  printing
charges  in the three  months  ended  March  31,  1999  increased  approximately
$581,000,  or 4.9%,  as compared to the prior year  period.  The increase in the
first  quarter  of 1999  compared  to 1998 is a result of the  volume  increases
related to the Company's acquisitions,  offset by a decrease in newsprint prices
of  approximately  3%, as well as savings  related to the web width reduction at
the New Haven Register.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses  were 9.4% and 9.1% of the  Company's  revenues  in the
first   quarters  of  1999  and  1998,   respectively.   Selling,   general  and
administrative expenses for the first quarter of 1999 increased $2.2 million, or
26.9%, to $10.3 million, due to the Company's acquisitions,  commissions related
to increased sales and additional  costs  associated with the company's  revenue
generating activities.

                                       6


<PAGE>

         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
were 6.6% of the Company's  revenues in the first quarter of 1999 as compared to
5.5% in the first quarter of 1998. Depreciation and amortization expenses in the
first quarter of 1999 increased $2.3 million,  or 46.4%,  to $7.2 million due to
increased  amortization  resulting from the Company's  acquisitions in the third
quarter of 1998.

         OTHER  EXPENSES.  Other  expenses  accounted for 12.8% of the Company's
revenues in the first quarters of both 1999 and 1998.  Other expenses  increased
$2.6 million, or 23.1%, to $14.1 million in the first quarter of 1999, primarily
due  to  acquisitions  and  increased  circulation, promotion  and  distribution
expenses.

         OPERATING  INCOME.  Operating income increased $4.4 million,  or 19.9%,
for the first  quarter of 1999 as  compared  to the first  quarter of 1998.  The
increase  in  operating   income  as  compared  to  the  prior  year  period  is
attributable  to the growth in the  Company's  advertising  revenue,  results of
continued  cost  savings  strategies  implemented  at  the  Company's  operating
subsidiaries  and the effect of  acquisitions  during the first three  months of
1999.

         INTEREST EXPENSE. Interest expense increased $4.7 million, or 54.1%, in
the first  quarter of 1999 as compared to the first quarter of 1998, as a result
of increased borrowing in connection with the Company's  acquisitions  including
the  Goodson  Acquisition,  offset in part by a decrease  in  average  borrowing
rates.

         PROVISION FOR INCOME TAXES.  The Company reported an effective tax rate
of 40.2%  for the  first  quarter  of 1999 as  compared  to 37.1%  for the first
quarter of 1998.  The increase in the  effective tax rate from the first quarter
of 1998 is a result of the Company's  1998  acquisitions,  primarily the Goodson
Acquisition completed in the third quarter of 1998.

         NET INCOME.  Net income was $7.9 million,  or $.17 per share, basic and
diluted,  for the first  quarter of 1999 as compared to $8.6 million or $.18 per
share,  basic and  diluted,  for the first  quarter  of 1998.  The  decrease  as
compared to the first quarter of 1998 is a direct result of the current dilutive
effect of  increased  intangible  amortization  expense in  connection  with the
Goodson Acquisition.

         OTHER  INFORMATION.  EBITDA(1)for the first  quarter  of 1999 was $34.0
million,  an increase of $7.0 million  from the prior year period.  Tangible net
income1  increased  11.6% to  $10.7  million  in the  first  quarter  of 1999 as
compared to the first quarter of 1998.


--------
(1)EBITDA  is  defined  by  the  Company  as   operating   income   (loss)  plus
  depreciation,  amortization  and  other  non-cash,  special  or  non-recurring
  charges.  Tangible  net  income  is  defined  as  net  income  plus  after-tax
  amortization.  EBITDA and  tangible  net income are not  intended to represent
  cash flow from  operations  and should not be  considered as  alternatives  to
  operating  or net  income  computed  in  accordance  with  generally  accepted
  accounting  principles  ("GAAP"),  as indicators  of the  Company's  operating
  performance,  as alternatives to cash from operating activities (as determined
  in  accordance  with GAAP) or as measures of liquidity.  The Company  believes
  that  EBITDA is a  standard  measure  commonly  reported  and  widely  used by
  analysts,  investors  and other  interested  parties  in the  media  industry.
  Accordingly,  this  information  has been  disclosed  herein  to permit a more
  complete comparative analysis of the Company's operating  performance relative
  to other  companies in the  industry.  However,  not all  companies  calculate
  EBITDA and tangible net income using the same methods;  therefore,  the EBITDA
  and  tangible  net income  figures  set forth above may not be  comparable  to
  EBITDA and tangible net income reported by other companies.  Certain covenants
  contained in the Company's credit agreement are based upon EBITDA.


                                       7

<PAGE>
         LIQUIDITY AND CAPITAL RESOURCES

         The Company's  operations have  historically  generated strong positive
cash flow. The Company believes cash flows from operations will be sufficient to
fund its operations,  capital  expenditures and long-term debt obligations.  The
Company also believes that cash flows from operations and future  borrowings and
its ability to issue common stock as consideration for future acquisitions, will
provide  it  with  the  flexibility  to  fund  its  acquisition  strategy  while
continuing to meet its operating needs,  capital expenditures and long-term debt
obligations.

         CASH FLOWS FROM OPERATIONS.  Net cash provided by operating  activities
in the first three months of 1999 increased $1.1 million to $20.4 as compared to
the first three months of 1998.  Net cash  provided by operating  activities  in
1999  primarily  resulted  from  net  income  before  non-cash  expenses  (i.e.,
depreciation and amortization), of $15.2 million.

         CASH  FLOWS  FROM  INVESTING  ACTIVITIES.  Net cash  used in  investing
activities  decreased $36.0 million to $2.2 million in the first three months of
1999. In 1999,  the Company's  capital  expenditures  increased by $67,000.  The
Company has a capital  expenditure  program  (excluding future  acquisitions) of
approximately  $17.0  million  in place for 1999,  which  includes  spending  on
technology,  including  prepress and  business  systems,  computer  hardware and
software, other machinery and equipment, plants and property, vehicles and other
assets.  The Company believes its capital  expenditure  program is sufficient to
maintain its current level and quality of  operations.  The Company  reviews its
capital  expenditure  program  periodically  and modifies it as required to meet
current  needs.  The  Company  expects  to  continue  to fund the  1999  capital
expenditure  program  from  operating  cash flow.  The success of the  Company's
operations  in  Philadelphia   and  surrounding   areas  has   necessitated  the
construction  of a centralized  production  facility,  scheduled to begin in the
first quarter of 2000.  Costs for this  facility are  currently  estimated to be
approximately  $35.0  million.  The  Company  expects to fund this  construction
project with cash flows from operations and borrowings.

         CASH  FLOWS  FROM  FINANCING  ACTIVITIES.  Net cash  used in  financing
activities  was $17.5  million in the first three  months of 1999 as compared to
net cash  provided by financing  activities  of $21.9 million in the first three
months  of  1998  as a  result  of  increased  borrowings  due to the  Company's
acquisitions. The 1999 activity reflects the use of funds of approximately $14.9
million in connection with the Company's stock repurchase program.

         The amounts  outstanding  under the  Company's  credit  agreement  bear
interest at (i) 1 3/4% to 1/2% above LIBOR (as defined in the credit  agreement)
or (ii) 1/2% to 0% above the  higher of (a) the Prime  Rate (as  defined  in the
credit  agreement)  or (b) 1/2% 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 reduce as such ratio declines.

         In connection with the  requirements of the Company's  credit facility,
the Company is required to maintain  interest rate  protection  agreements for a
certain  percentage of its outstanding debt, based upon the Total Leverage Ratio
(as  defined in the  credit  agreement).  On  January  29,  1999,  certain  SWAP
agreements entered into during 1998 became effective.  The agreements exchange a
floating  LIBOR  rate  plus the  applicable  margin  for a fixed  LIBOR  rate of
approximately 5.85% plus the applicable margin on $400.0 million of debt, in the
aggregate.   The  $400.0  million   interest  rate  protection   agreements  are
specifically  attributable  to certain  LIBOR loans (as defined in the Company's
credit agreement), reduce by $75.0 million per year and expire in October 2002.

         As of March 31, 1999, the Company had  outstanding  indebtedness  under
the credit  facility,  due and payable in  installments  through 2006, of $762.4
million,  of which $262.4  million was  outstanding  under the revolving  credit
facility.  There was  $137.6  million of unused and  available  funds  under the
revolving credit facility at March 31, 1999.

YEAR 2000

         In 1996,  the  Company  began the initial  planning of a  comprehensive
initiative  to address  the Year 2000 issue.  The Company  organized a Year 2000
oversight team led by the Company's  senior  information  technology  officer to
develop a  strategy  of  evaluation,  implementation,  testing  and  contingency
planning to address the Company's Year 2000 readiness. The evaluation phase,

                                       8

<PAGE>
which began in  September  1996 and was  completed  by December  1996,  involved
performing  a complete,  company-wide  inventory  to identify  all  internal and
external, general purpose and production hardware and software systems, commonly
referred to as information technology ("IT") systems, that required modification
to become  Year 2000  compliant.  In  conjunction  with the  Company's  internal
assessment, the Company communicated with key third parties, namely suppliers of
production equipment as well as financial  institutions to determine their state
of Year 2000  readiness,  implementation  of Year  2000  compliant  systems  and
related contingency plans. The Company has received responses from approximately
80% of such key third parties and is evaluating  the impact on the Company.  The
Company  will  continue  to  correspond  with  critical  vendors  and modify the
Company's contingency plans as necessary.

         In January  of 1997,  the  Company  began the  implementation  phase of
replacing or  modifying  system  hardware and software as required.  To date the
Company has completed the  implementation and testing phase at approximately 65%
of its  operating  properties.  The remaining  properties  are in the process of
implementation  and are expected to be  completed  within the  Company's  target
deadline of September 30, 1999.  Although no formal plan has been documented the
Company is developing contingency plans to address potential non-compliance both
internally and externally.  The Company  expects to have its  contingency  plans
formalized by September 30, 1999.

         In  accordance  with  GAAP,  the  Company's  direct  Year  2000  costs,
including  modifying  computer  software  or  converting  to new  programs,  are
expensed  as  incurred.  Additionally,  a  majority  of the  hardware  costs for
replacement  systems will be  capitalized  as  ordinarily  accounted  for in the
normal  course  of  business.   These  system  replacements  represent  upgrades
consistent  with  the  Company's  goal  to  maintain  and  improve   operational
efficiencies.  The Company has capitalized  approximately  $700,000 in the first
quarter of 1999 related to new hardware and software in connection with its Year
2000 compliance plan and expects to capitalize an additional $5.3 million during
the remainder of the year.

         Although the Company  believes it has taken all of the necessary  steps
to  ensure  that  the  Company  will be Year  2000  compliant,  there  can be no
assurances that the Company will be able to complete all of the modifications in
the required time frame,  that all third parties will be Year 2000  compliant or
that  unforeseen  Year 2000 issues will not arise.  The Company's  assessment at
this time is that the failure of any of the Company's IT or non-IT  systems,  or
failure by a third party to become Year 2000 compliant would not have a material
adverse  effect  on the  Company,  although  there can be no  assurances  that a
material adverse effect could not result.

RECENT EVENTS

         On April 8, 1999,  the  Company's  Board of  Directors  authorized  the
repurchase  of an  additional  one million  shares of its common stock under its
stock repurchase program. The original repurchase program, authorized on January
11, 1999,  allowed for the repurchase of up to two million shares. As of May 10,
1999, the Company had repurchased  1,903,500  shares on the open market.  Shares
under the program are to be repurchased at  management's  discretion,  either in
the open market or in privately negotiated transactions.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

         Management's Discussion and Analysis of Financial Condition and Results
of  Operations  and other  sections  of this Form 10-K  include  forward-looking
statements,  which  may be  identified  by  use of  terms  such  as  "believes,"
"anticipates,"  "plans," "will," "likely,"  "continues," "intends" or "expects."
These  forward-looking  statements  relate to the plans  and  objectives  of the
Company for future operations.  In light of the risks and uncertainties inherent
in all future  projections,  the inclusion of forward-looking  statements herein
should not be regarded as a  representation  by the Company or any other  person
that the objectives or plans of the Company will be achieved. Many factors could
cause the  Company's  actual  results  to differ  materially  from  those in the
forward-looking  statements,  including,  among other  things:  (i) a decline in
general economic conditions, (ii) the unavailability or material increase in the
price of newsprint,  (iii) an adverse judgement in pending or future litigation,
(iv) increased  competitive  pressure from current competitors and future market
entrants,  (v) sales of  substantial  amounts of the common  stock in the public
markets,  or the  perception  that such sales could occur,  and (iv) the factors
discussed  in the  Company's  Form  10-K  for  1998  in  "Item  7.  Management's
Discussion    and   Analysis   of   Financial    Condition    and   Results   of
Operations--Certain  Factors Which May Affect the Company's Future Performance."
The  following  factors  should not be  construed  as  exhaustive.  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. 

                                       9

<PAGE>

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 certain  interest  rate  spreads
applied to LIBOR,  the Prime  Rate or Federal  Funds Rate each as defined in the
credit agreement.  To manage its exposure to fluctuations in interest rates, the
Company, as required by its credit agreement,  enters into certain interest rate
protection  agreements,  which  allows the  Company to  exchange  variable  rate
interest for fixed rate,  maturing at specific  intervals.  The difference to be
paid or received  as  interest  rates  change is accrued  and  recognized  as an
adjustment of interest  expense  related to the debt. The related amount payable
to or  receivable  from  counterparties  is  included in accrued  interest.  The
Company's use of these  agreements is limited to hedging  activities and not for
trading or speculative activity.

         At March 31,  1999,  the Company had in effect  SWAP  agreements  for a
notional amount of $400 million. The fair market value of the SWAPs at March 31,
1999,  had the SWAPs been  marked to market,  would have  resulted  in a loss of
approximately  $4.5  million.  Assuming a 10%  increase or reduction in interest
rates for the three  months ended March 31,  1999,  the effect on the  Company's
pre-tax earnings and cash flows would be approximately $644,000.


                                       10

<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           None.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

           None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           None.

ITEM 5.    OTHER INFORMATION

           None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits

                  27.1    Financial Data Schedule

           (b) Reports on Form 8-K

                   None.

                                       11
<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: May 13, 1999            JOURNAL REGISTER COMPANY


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
















                                       12

<PAGE>


                                 EXHIBIT INDEX


Exhibit No.              Description
-----------              -----------

 27.1                    Financial Data Schedule