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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------

                                    FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

                For the quarterly period ended September 30, 2001

                                       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                           (I.R.S. Employer
of 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 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, 41,503,066 shares outstanding as of November 13, 2001.



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



<PAGE>

                            JOURNAL REGISTER COMPANY

                               INDEX TO FORM 10-Q



<TABLE>
<CAPTION>

PART I.           FINANCIAL INFORMATION                                                                  Page No.

       <S>        <C>                                                                                        <C>
       Item 1.    Financial Statements:

                  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.......8

       Item 3.    Quantitative and Qualitative Disclosures About Market Risk.................................14


PART II.          OTHER INFORMATION

       Items 1-6  ...........................................................................................15

       Signature  ...........................................................................................16




</TABLE>



<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            JOURNAL REGISTER COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                      SEPTEMBER 30,     DECEMBER 31,
                                                                                          2001              2000
                                                                                     ---------------  --------------
<S>                                                                                           <C>           <C>
ASSETS:
Current assets:
    Cash and cash equivalents                                                                 $ 112         $ 6,495
    Accounts receivable, less allowance for doubtful
      accounts of $6,789 in 2001 and $3,443 in 2000                                          50,481          54,078
    Inventories                                                                               6,650           9,104
    Deferred income taxes                                                                     6,385           1,801
    Other current assets                                                                      9,841           7,881
                                                                                     ---------------  --------------
Total current assets                                                                         73,469          79,359

Property, plant and equipment                                                               232,996         223,841
    Less accumulated depreciation                                                          (117,669)       (119,663)
                                                                                     ---------------  --------------
                                                                                            115,327         104,178
Intangible and other assets, net of accumulated amortization
    of $66,539 in 2001 and $56,792 in 2000                                                  521,533         473,813
                                                                                     ---------------  --------------
Total assets                                                                              $ 710,329       $ 657,350
                                                                                     ===============  ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Current maturities of long-term debt                                                   $ 22,022        $ 22,625
    Accounts payable                                                                          6,481          10,758
    Accrued interest                                                                          4,230           6,155
    Deferred revenue                                                                          9,784           8,529
    Accrued salaries and vacation                                                             5,273           4,984
    Other accrued expenses and current liabilities                                           34,589          21,116
                                                                                     ---------------  --------------
Total current liabilities                                                                    82,379          74,167

Senior debt, less current maturities                                                        512,978         472,010
Deferred income taxes                                                                        36,878          29,756
Accrued retiree benefits and other liabilities                                               11,959          14,095
Income taxes payable                                                                        111,559         123,048

Commitments and contingencies

Stockholders' deficit:
Common stock $.01 par value per share, 300,000,000 shares authorized,
    48,437,581 issued at September 30, 2001 and December 31, 2000                               484             484
Additional paid-in capital                                                                  358,271         358,268
Accumulated deficit                                                                        (298,109)       (366,775)
                                                                                     ---------------  --------------
                                                                                             60,646          (8,023)
Less treasury stock, shares at cost
    2001 - 6,917,015; 2000 - 3,583,385                                                     (101,550)        (47,703)
Accumulated other comprehensive loss, net of tax                                             (4,520)              -
                                                                                     ---------------  --------------
Net stockholders' deficit                                                                   (45,424)        (55,726)
                                                                                     ---------------  --------------
Total liabilities and stockholders' deficit                                               $ 710,329       $ 657,350
                                                                                     ===============  ==============
</TABLE>

                             SEE ACCOMPANYING NOTES




                                       1


<PAGE>



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


<TABLE>
<CAPTION>
                                                          THIRTEEN WEEKS ENDED                  THIRTY-NINE WEEKS ENDED
                                                    ---------------------------------  ------------------------------------
                                                     SEPTEMBER 30,    SEPTEMBER 24,     SEPTEMBER 30,      SEPTEMBER 24,
                                                         2001              2000             2001               2000
                                                    ----------------  ---------------  ----------------  ------------------
<S>                                                        <C>              <C>              <C>                 <C>
Revenues:
    Advertising                                            $ 70,946         $ 82,572         $ 212,022           $ 260,154
    Circulation                                              22,170           23,637            65,341              72,482
                                                    ----------------  ---------------  ----------------  ------------------
Newspaper revenues                                           93,116          106,209           277,363             332,636
Commercial printing and other                                 4,502            6,734            13,894              17,607
                                                    ----------------  ---------------  ----------------  ------------------
Total revenues                                               97,618          112,943           291,257             350,243

Operating expenses:
    Salaries and employee benefits                           36,250           37,721           103,684             117,248
    Newsprint, ink and printing charges                       9,663           11,900            28,818              35,724
    Selling, general and administrative                      11,900           11,363            33,812              35,548
    Depreciation and amortization                             6,633            6,892            19,618              21,058
    Other                                                    13,576           13,920            39,612              44,227
                                                    ----------------  ---------------  ----------------  ------------------
Total operating expenses                                     78,022           81,796           225,544             253,805

Operating income                                             19,596           31,147            65,713              96,438
Net interest expense and other                               (7,375)         (11,935)          (23,356)            (38,220)
Gain on sale of newspaper properties                             -           141,123            32,212             141,123
                                                    ----------------  ---------------  ----------------  ------------------

Income before provision for income taxes and
    equity interest                                          12,221          160,335            74,569             199,341
Provision for income taxes                                    3,025           51,961             4,914              67,369
                                                    ----------------  ---------------  ----------------  ------------------

Income before equity interest                                 9,196          108,374            69,655             131,972
Equity interest                                                (329)            (301)             (989)             (1,142)
                                                    ----------------  ---------------  ----------------  ------------------
Net income                                                  $ 8,867        $ 108,073          $ 68,666           $ 130,830
                                                    ================  ===============  ================  ==================


Net income per share:
    Basic                                                    $ 0.21           $ 2.39            $ 1.61              $ 2.89
    Diluted                                                  $ 0.21           $ 2.37            $ 1.60              $ 2.88

Weighted average shares outstanding:
    Basic                                                    41,797           45,196            42,530              45,343
    Diluted                                                  42,228           45,598            42,867              45,457
</TABLE>

                             SEE ACCOMPANYING NOTES



                                       2
<PAGE>



                            JOURNAL REGISTER COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                 Thirty-nine weeks ended
                                                                         -----------------------------------------
                                                                           September 30,       September 24,
                                                                                2001                2000
                                                                         ------------------ ---------------------
<S>                                                                              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                  $  68,666            $  130,830
     Adjustments to reconcile net income to net cash provided by
     operating activities:
       Provision for losses on accounts receivable                                   2,786                 3,276
       Depreciation and amortization                                                19,618                21,058
       Change in deferred income taxes                                               5,465                 5,621
       Loss on equity investment                                                       989                 1,142
       Gain on sale of newspaper properties                                        (32,212)             (141,123)
       Other, net                                                                  (20,729)               33,241
                                                                         ------------------ ---------------------
     Net cash provided by operating activities                                      44,583                54,045


CASH FLOWS FROM INVESTING ACTIVITIES:
     Net additions to property, plant and equipment                                 (5,055)               (5,823)
     Net additions to construction in progress                                     (16,791)               (8,642)
     Net proceeds (payments) from/to the sale and the purchase of
     newspaper properties                                                          (15,641)              171,846
                                                                         ------------------ ---------------------
     Net cash provided by (used in) investing activities                           (37,487)              157,381

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings (repayments) of senior debt                                     40,365              (200,994)
     Exercise of stock options for common stock                                        144                    57
     Purchase of treasury stock                                                    (53,988)              (12,500)
                                                                         ------------------ ---------------------
     Net cash used in financing activities                                         (13,479)             (213,437)
                                                                         ------------------ ---------------------

     Decrease in cash and cash equivalents                                          (6,383)               (2,011)
          Cash and cash equivalents, beginning of period                             6,495                 3,090
                                                                         ------------------  --------------------
          Cash and cash equivalents, end of period                               $     112            $    1,079
                                                                         ==================  =====================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period for:
        Interest                                                                 $   25,494           $   40,720
        Income taxes                                                             $   10,457           $    8,795


                             SEE ACCOMPANYING NOTES



</TABLE>


                                       3
<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

1.       ORGANIZATION AND BASIS OF PRESENTATION

         The accompanying consolidated financial statements include Journal
Register Company (the "Company") and all of its wholly owned subsidiaries.

         Journal Register Company primarily publishes daily and non-daily
newspapers serving markets in Connecticut, Philadelphia and its surrounding
areas, Greater Cleveland Area of Ohio, central New England and the
Capital-Saratoga and Mid-Hudson, New York regions. The Company also owns and
manages commercial printing operations in Connecticut and Pennsylvania.

         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 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. The
accompanying unaudited condensed consolidated financial statements covering the
thirteen and thirty-nine week periods ended September 30, 2001 and the
comparative periods of 2000, reflect all adjustments (consisting only of normal
recurring accruals) which, in the opinion of management, are necessary for a
fair statement of results for the interim periods. These financial statements
should be read in conjunction with the December 31, 2000 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:


<TABLE>
<CAPTION>

                                                                                (IN THOUSANDS)
                                                              THIRTEEN WEEKS ENDED           THIRTY-NINE WEEKS ENDED
                                                        ------------------------------------------------------------------
                                                         SEPTEMBER 30,   SEPTEMBER 24,   SEPTEMBER 30,    SEPTEMBER 24,
                                                              2001            2000            2001             2000
                                                        ------------------------------------------------------------------

<S>                                                          <C>             <C>             <C>              <C>
Weighted-average shares for basic earnings per share         41,797          45,196          42,530           45,343
  Effect of dilutive securities: employee stock options         431             402             337              114
                                                        ------------------------------------------------------------------
Adjusted weighted-average shares for diluted earnings
per share                                                    42,228          45,598          42,867           45,457
                                                        ==================================================================


</TABLE>

         Options to purchase 1.5 million shares of common stock at a range of
$17.63 to $22.50 and $16.81 to $22.50 were outstanding during the thirteen and
thirty-nine week periods ended September 30, 2001, respectively, but were not
included in the computation of the diluted earnings per share because the
exercise prices of those options were greater than the average market price of
the common shares. Similarly, options to purchase 1.6 million shares of common
stock at a range of $17.63 to $22.50 and $16.31 to $22.50 were outstanding
during the thirteen and thirty-nine week periods ended September 24, 2000,
respectively, but were not included in the computation of the diluted earnings
per share.




                                       4
<PAGE>




                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

3.       COMMON STOCK

         The Company's Board of Directors has authorized the use of up to $100.0
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
December 26, 1999 and as of September 30, 2001, the Company had repurchased
approximately 7.0 million shares at a total cost of approximately $102.2
million.

4.       ACQUISITIONS AND DISPOSITIONS

         On September 14, 2001, the Company completed the acquisition of
the assets of The Reporter, a 19,000-circulation daily newspaper based in
Lansdale, Pennsylvania.

         On August 1, 2001, the Company completed the acquisition of
the assets of Roe Jan Independent Publishing Inc, which is based in
Hillsdale, New York. Total distribution of the two non-daily publications
included in this purchase is approximately 26,000.

         On June 7, 2001, the Company completed the acquisition of the
Montgomery Newspaper Group operations, which is based in Fort Washington,
Pennsylvania, from Metroweek Corporation. Total distribution of these 24
non-daily publications is approximately 340,000.

         On January 31, 2001, the Company completed the acquisition of the
Pennsylvania and New Jersey newspaper operations from Chesapeake Publishing
Corporation's Mid-Atlantic Division. Total non-daily distribution of the 13
publications acquired is approximately 90,000.

         On January 31, 2001, the Company completed the sale of the assets of
THE TIMES REPORTER, Dover/New Philadelphia (including Midwest Offset, one of the
Company's commercial printing companies), and THE INDEPENDENT, Massillon, Ohio
and reported a pretax gain of $32.2 million on the sale ($42.1 million gain
after-tax).

         On October 24, 2000, the Company sold the assets of its Alton, Illinois
newspaper, THE TELEGRAPH and reported a pretax gain of $39.6 million on the sale
($24.6 million gain after-tax).

         On August 10, 2000, the Company completed its sale of the assets of the
Suburban Newspapers of Greater St. Louis and all of the issued and outstanding
capital stock of the Ladue News, Inc. to Pulitzer Inc. for $165.0 million in
cash, plus working capital. The Company reported a pretax gain of $141.1 million
($88.4 million gain after tax).

         Acquisitions and sales are subject to the finalization of customary
purchase price adjustments and closing costs. Proceeds from the sales were used
to reduce the Company's outstanding debt, purchase treasury shares, consummation
of strategic acquisitions and for general corporate purposes.

5.       HEDGING ACTIVITY

         As of January 1, 2001, the Company adopted the Financial Accounting
Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), as amended.

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


                                       5
<PAGE>

                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


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. Each IRPA is designated for all or a portion of the
principal balance and term of a specific debt obligation.


         IRPAs as of September 30, 2001 included swap agreements with a notional
principal amount of $250.0 million, which expire as follows:

                  DATE                                  ($ IN THOUSANDS)
                  ----                                  ----------------
                  January 29, 2002                           $  75,000
                  October 29, 2002                           $ 175,000

         The debt obligations hedged by the IRPAs bear interest at a variable
LIBOR interest rate. In accordance with the terms of the IRPAs, the Company pays
or receives the differential between the variable LIBOR rate and a fixed rate of
interest. The IRPA is structured to coincide with interest payments made on the
debt obligations and is placed with large multinational banks. The fixed
interest rates of the IRPAs at September 30, 2001 are approximately 5.85%. The
Company has designated its current IRPAs to be cash flow hedges.

         Upon adoption of SFAS 133, the fair market value of the derivative is
reported as a transition adjustment to Other Comprehensive Income/Loss (OCI). On
January 1, 2001, the Company recorded a deferred transition gain of $120,000
after tax. The interest rate swaps were fully effective in hedging the changes
in cash flows related to the debt obligation during the thirteen and thirty-nine
week periods ending September 30, 2001. For the thirteen and thirty-nine week
periods ended September 30, 2001, the IRPAs resulted in a realized pretax charge
of $1,231,000 and $1,610,000 respectively, that has been reported as a component
of interest expense. The total after-tax deferred loss reported in OCI is
approximately $4.5 million (net of $2.9 million of deferred taxes).


<TABLE>
<CAPTION>
                                                              Other Comprehensive Income (loss)
                                                                   ($ in thousands)
                                                    ------------------------------------------------
                                                                      TAX ON
                                                       PRETAX          INCOME             NET
                                                    -------------  ----------------  ---------------

<S>                                                 <C>            <C>               <C>
January 1, 2001 transition adjustment               $    199       $    (79)         $    120
Amount reclassified to income during the period         (129)            51               (78)
Change in fair market value                           (4,208)          1,663           (2,545)
                                                    -------------  ----------------  ---------------
Balance as of April 1, 2001                           (4,138)          1,635           (2,503)

Amount reclassified to income during the period          508            (199)             309
Change in fair market value                           (1,245)            472             (773)
                                                    -------------  ----------------  ---------------
Balance as of July 1, 2001                            (4,875)          1,908           (2,967)

Amount reclassified to income during the period        1,231            (487)             744
Change in fair market value                           (3,803)          1,506           (2,297)
                                                    -------------  ----------------  ---------------
Balance as of September 30, 2001                    $ (7,447)      $   2,927         $ (4,520)
                                                    =============  ================  ===============
</TABLE>



                                       6
<PAGE>




                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

6.       RECENT ACCOUNTING PRONOUNCEMENTS

         On July 25, 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") 141, BUSINESS COMBINATIONS,
and SFAS 142, GOODWILL AND OTHER INTANGIBLE ASSETS. SFAS 141 eliminates the
pooling-of-interest method of accounting for business combinations and clarifies
the criteria to recognize intangible assets separately from goodwill. Under SFAS
142, goodwill and indefinite lived intangible assets are no longer amortized but
are reviewed annually for impairment. Separable intangible assets that are not
deemed to have an indefinite life will continue to be amortized over their
useful lives (but with no maximum). The amortization provisions of SFAS 142
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 is required to adopt SFAS 142 in its fiscal year beginning after
December 15, 2001. The Company is currently assessing the impact of these
accounting pronouncements.


7.       SUBSEQUENT EVENT

         On October 25, 2001, the Company completed the acquisition of THE
LITCHFIELD COUNTY TIMES, a weekly newspaper based in New Milford, Connecticut,
with circulation of approximately 15,000. The acquisition also includes three
lifestyle magazines serving Connecticut and New York, with total monthly
distribution of approximately 90,000.



























                                       7
<PAGE>









                            JOURNAL REGISTER COMPANY
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

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

GENERAL

         The Company publishes primarily daily and non-daily newspapers in the
United States. The Company's revenues are derived primarily from advertising,
paid circulation and commercial printing.

         As of September 30, 2001, the Company owned and operated 23 daily
newspapers and 197 non-daily publications strategically clustered in six
geographic areas: Connecticut; Philadelphia and its surrounding areas; Greater
Cleveland Area of Ohio; central New England; and the Capital-Saratoga and
Mid-Hudson, New York regions. As of September 30, 2001, the Company had total
paid daily circulation of approximately 580,000 and total non-daily publication
distribution of approximately 3.3 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 September 1993 through September 30,
2001, the Company successfully completed 21 strategic acquisitions, acquiring 14
daily newspapers, 165 non-daily publications and three commercial printing
companies, two of which print a number of the non-daily publications and a third
which is a premium quality sheet-fed printing company.

         The Company sold certain of its operations in the Greater St. Louis
area in two transactions in August and October of 2000 and two daily newspapers
and a commercial printing operation in the south central part of Ohio in January
of 2001. These sales resulted in a strategic repositioning in six geographic
clusters. Proceeds from the sales were used to reduce the Company's outstanding
debt, purchase treasury shares, make strategic acquisitions and for general
corporate purposes.

         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 stable.

         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.

         In addition, the Company is committed to expanding its business through
its Internet initiatives. The Company's online mission is to make
JOURNALREGISTER.COM Web sites the indispensable source of useful and reliable
community news, sports and information in their markets by making its web sites
the local information portals for their markets. The Company currently operates
133 individual Web sites featuring the Company's daily newspapers and non-daily
publications.





                                       8
<PAGE>







                            JOURNAL REGISTER COMPANY
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

THIRTEEN WEEK PERIOD ENDED SEPTEMBER 30, 2001 COMPARED TO THIRTEEN WEEK PERIOD
ENDED SEPTEMBER 24, 2000

FOR COMPARISON PURPOSES, WHERE NOTED, THE COMPANY'S FINANCIAL RESULTS ARE
PRESENTED ON A PRO FORMA BASIS WHICH EXCLUDES THE RESULTS OF THE GREATER ST.
LOUIS CLUSTER NEWSPAPERS SOLD IN 2000, THE OHIO NEWSPAPERS SOLD IN JANUARY 2001,
AND THE COMPANY'S ACQUISITIONS COMPLETED IN 2001.

         SUMMARY. Net income for the quarter ended September 30, 2001 was $8.9
million, or $0.21 per diluted share, versus $108.1 million, or $2.37 per diluted
share, for the quarter ended September 24, 2000. Excluding the results of
dispositions, the gain on sale in the third quarter 2000 and the reversal of
certain tax accruals in both the 2000 and 2001 third quarters, net income was
$7.0 million, or $0.17 per diluted share, for the quarter ended September 30,
2001 versus $10.7 million, or $0.23 per diluted share, for the quarter ended
September 24, 2000.

         REVENUES. Revenues decreased  $15.3 million, or 13.6%, to $97.6 million
mainly due to the sale of the St. Louis and Ohio properties.

         PRO FORMA REVENUES. Pro forma revenues decreased $7.1 million, or 7.2%,
to $91.8 million primarily due to a decrease of 8.4% in pro forma advertising
revenues. Such decrease is principally due to soft classified employment and
retail advertising.

         SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefit expenses
were 37.1% of the Company's revenues in the quarter ended September 30, 2001, as
compared to 33.4% in the quarter ended September 24, 2000. Salaries and employee
benefits decreased $1.5 million, or 3.9%, in the quarter ended September 30,
2001 to $36.3 million principally due to the sale of the St. Louis and Ohio
newspaper properties offset partially by acquisitions.

         NEWSPRINT, INK AND PRINTING CHARGES. In the quarter ended September 30,
2001, newsprint, ink and printing charges were 9.9% of the Company's revenues,
as compared to 10.5% in the quarter ended September 24, 2000. Newsprint, ink and
printing charges in the quarter ended September 30, 2001 decreased approximately
$2.2 million, or 18.8%, as compared to the quarter ended September 24, 2000,
principally due to the sale of the St. Louis and Ohio newspaper properties.

         SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses were 12.2% and 10.1% of the Company's revenues in the
quarters ended September 30, 2001 and September 24, 2000, respectively. Selling,
general and administrative expenses in the quarter ended September 30, 2001
increased $537,000, or 4.7%, to $11.9 million primarily related to the impact of
acquisitions and increased revenue related promotions partially offset by the
impact of the sales of the St. Louis and Ohio newspaper properties.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
were 6.8% of the Company's revenues in the quarter ended September 30, 2001 as
compared to 6.1% in the quarter ended September 24, 2000. Depreciation and
amortization expenses in the quarter ended September 30, 2001 decreased
$259,000, or 3.8%, to $6.6 million due to the sale of the St. Louis and Ohio
newspaper properties. Amortization of goodwill in the quarter ended September
30, 2001 was approximately $3.2 million.

         OTHER EXPENSES. Other expenses were 13.9% and 12.3% of the Company's
revenues in the quarters ended September 30, 2001 and September 24, 2000,
respectively. Other expenses decreased $344,000, or 2.5%, to $13.6 million in
the quarter ended September 30, 2001. On a pro forma basis, other expenses
increased $542,000, or 4.5%, to $12.7 million, primarily due to revenue related
promotions.

         OPERATING INCOME. Operating income was $19.6 million for the quarter
ended September 30, 2001 as compared to $31.1 million in the quarter ended
September 24, 2000. On a pro forma basis, operating income was $19.3 million for
the quarter ended September 30, 2001 as compared to $27.4 million in the quarter
ended September 24, 2000.


                                       9
<PAGE>


                            JOURNAL REGISTER COMPANY
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

         NET INTEREST AND OTHER EXPENSE. Net interest and other expense
decreased $4.6 million, or 38.2%, in the quarter ended September 30, 2001 as
compared to the quarter ended September 24, 2000 principally due to a reduction
in average debt outstanding and lower interest rates.

         GAIN ON THE SALE OF NEWSPAPER PROPERTIES. On August 10, 2000, the
Company completed its sale of the assets of the Suburban Newspapers of Greater
St. Louis and all of the issued and outstanding capital stock of The Ladue News,
Inc. (collectively, the "St. Louis" property) and reported a pre-tax gain of
$141.1 million ($88.4 million gain after-tax) on the sale.

         PROVISION FOR INCOME TAXES. The Company's effective tax rate excluding
the tax reported on the gain on the sale of the Company's St. Louis property and
reversals of certain tax accruals which were determined to no longer be required
was 39.7% and 37.6% for the quarters ended September 30, 2001 and September 24,
2000, respectively.

         EQUITY INTEREST. The non-cash loss recorded in connection with the
Company's investment accounted for under the equity method of accounting was
$329,000 for the quarter ended September 30, 2001 as compared to a non-cash loss
of $301,000 in the prior year period.

THIRTY-NINE WEEK  PERIOD ENDED SEPTEMBER 30, 2001 COMPARED TO THIRTY-NINE WEEK
PERIOD ENDED SEPTEMBER 24, 2000

         FOR COMPARISON PURPOSES, WHERE NOTED, THE COMPANY'S FINANCIAL RESULTS
ARE PRESENTED ON A PRO FORMA BASIS WHICH EXCLUDES THE RESULTS OF THE GREATER ST.
LOUIS CLUSTER NEWSPAPERS SOLD IN 2000, THE OHIO NEWSPAPERS SOLD IN JANUARY 2001,
AND THE COMPANY'S ACQUISITIONS COMPLETED IN 2001.

         SUMMARY. Net income for the period ended September 30, 2001 was $68.7
million, or $1.60 per diluted share, versus $130.8 million, or $2.88 per diluted
share, for the period ended September 24, 2000. Excluding the results of
dispositions, the gains on sales in the first quarter 2001 and third quarter
2000 and the reversal of certain tax accruals in both the 2000 and 2001 third
quarters, net income was $24.8 million, or $0.58 per diluted share, for the
period ended September 30, 2001 versus $32.0 million, or $0.70 per diluted
share, for the period ended September 24, 2000.

         REVENUES. Revenues decreased  $59.0 million, or 16.8%, to $291.3
million mainly due to the sale of the St. Louis and Ohio properties.

         PRO FORMA REVENUES. Pro forma revenues decreased $13.7 million, or
4.7%, to $281.0 million primarily due to a decrease in pro forma advertising
revenues of $12.4 or 5.8%. Such decrease is principally due to soft classified
employment and retail advertising.

         SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefit expenses
were 35.6% of the Company's revenues in the period ended September 30, 2001, as
compared to 33.5% in the period ended September 24, 2000. Salaries and employee
benefits decreased $13.6 million, or 11.6%, in the period ended September 30,
2001 to $103.7 million principally due to the sale of the St. Louis and Ohio
newspaper properties.







                                       10
<PAGE>






                            JOURNAL REGISTER COMPANY
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

         NEWSPRINT, INK AND PRINTING CHARGES. In the period ended September 30,
2001, newsprint, ink and printing charges were 9.9% of the Company's revenues,
as compared to 10.2% in the period ended September 24, 2000. Newsprint, ink and
printing charges in the period ended September 30, 2001 decreased approximately
$6.9 million, or 19.3%, as compared to the period ended September 24, 2000,
principally due to the sale of the St. Louis and Ohio newspaper properties. On a
pro forma basis, newsprint expense at the Company's newspaper operations
increased approximately 7% due to higher average prices of 16%, partially offset
by an 8% reduction in consumption.

         SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses were 11.6% and 10.2% of the Company's revenues in the
period ended September 30, 2001 and September 24, 2000, respectively. Selling,
general and administrative expenses in the period ended September 30, 2001
decreased $1.7 million, or 4.9%, to $33.8 million. On a pro forma basis,
selling, general and administrative expenses increased $2.9 million, or 9.7%, to
$32.4 million, primarily due to revenue related promotional expenditures.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
were 6.7% of the Company's revenues in the period ended September 30, 2001 as
compared to 6.0% in the period ended September 24, 2000. Depreciation and
amortization expenses in the period ended September 30, 2001 decreased $1.4
million, or 6.8%, to $19.6 million mainly due to the sale of the St. Louis and
Ohio properties. Amortization of goodwill in the period ended September 30, 2001
was approximately $9.2 million.

         OTHER EXPENSES. Other expenses were 13.6% and 12.6% of the Company's
revenues in the period ended September 30, 2001 and September 24, 2000,
respectively. Other expenses decreased $4.6 million, or 10.4%, to $39.6 million
for the period ended September 30, 2001. On a pro forma basis, other expenses
increased $1.3 million, or 3.5%, to $38.0 million primarily due to revenue
related promotion expenses.

         OPERATING INCOME. Operating income was $65.7 million for the period
ended September 30, 2001 as compared to $96.4 million for the period ended
September 24, 2000. On a pro forma basis, operating income was $64.9 million for
the period ended September 30, 2001 as compared to $82.8 million for the period
ended September 24, 2000.

         NET INTEREST AND OTHER EXPENSE. Net interest and other expense
decreased $14.9 million or 38.9% in the period ended September 30, 2001 as
compared to the period ended September 24, 2000 due to a reduction in average
debt outstanding and lower interest rates.

         GAIN ON THE SALE OF NEWSPAPER PROPERTIES. On January 31, 2001, the
Company completed the sale of the assets of The Times Reporter, Dover/New
Philadelphia (including Midwest Offset, one of the Company's
commercial printing companies), and The Independent, Massillon, Ohio and
reported a pretax gain of $32.2 million ($42.1 million gain after-tax). On
August 10, 2000, the Company completed its sale of the assets of its St. Louis
property and reported a pre-tax gain of $141.1 million ($88.4 million gain
after-tax) on the sale.

         PROVISION FOR INCOME TAXES. The Company's effective tax rate excluding
the tax reported on the gains on the sales of the Company's disposed properties
and reversals of certain tax accruals which were determined to no longer be
required was 39.3% for the period ended September 30, 2001 compared to 38.9% for
the period ended September 24, 2000.

         EQUITY INTEREST. The non-cash loss from the Company's investment
accounted for under the equity method of accounting was $989,000 for the period
ended September 30, 2001 as compared to a non-cash loss of $1.1 million in the
prior year.






                                       11
<PAGE>



                            JOURNAL REGISTER COMPANY
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

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
for the thirty-nine week period ended September 30, 2001 was $44.6 million as
compared to $54.0 million for the period ended September 24, 2000. Cash used by
other operating activities in the year to date period ended September 30, 2001
principally consisted of income tax payments made during the period.

          CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing
activities was $37.5 million for the thirty-nine week period ended September 30,
2001 as compared to cash provided by investing activities of $157.4 million for
the period ended September 24, 2000. Investments in property, plant and
equipment and the acquisition of additional newspaper properties in the current
period were partially off set by proceeds from the sale of the Company's
Dover/New Philadelphia and Massillon properties.

         The Company began the construction of its new Philadelphia printing
facility in 2000. As of September 30, 2001, approximately $27.7 million of
expenditures were made in connection with the facility, excluding capitalized
interest. The total cost of the project, which is expected to be completed in
the fourth quarter of 2001, is currently estimated to be $35.4 million,
excluding capitalized interest. The Company expects to fund this construction
project with cash flows from operations and borrowings under its revolving
credit facility.

         The Company's estimated capital spending program (excluding future
acquisitions and the Philadelphia printing facility) for 2001 is approximately
$12 million. This includes spending on technology, including prepress and
business systems, computer hardware and software, other machinery and equipment
and vehicles. The 2001 capital budget also includes approximately $23 million of
capital expenditures associated with the Philadelphia plant, excluding
capitalized interest. 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.

         CASH FLOWS FROM FINANCING ACTIVITIES. Net cash used in financing
activities was $13.5 million in the thirty-nine week period ended September 30,
2001 as compared to net cash used in financing activities of $213.4 million in
the thirty-nine week period ended September 24, 2000. The 2001 activity reflects
the use of approximately $54.0 million in connection with the Company's stock
repurchase program, partially offset by approximately $40.4 million net of
borrowings under the senior debt facility.

           On July 15, 1998, the Company entered into a credit agreement (the
"Credit Agreement") with a group of banks and other financial institutions, led
by J.P. Morgan Chase & Co. as administrative agent for the lenders thereunder.
The Credit Agreement provided for $500.0 million in term loans and a $400.0
million revolving credit facility. The term loans expire on March 31, 2006 and
September 30, 2006, and the revolving credit facility expires on March 31, 2006.







                                       12
<PAGE>




                            JOURNAL REGISTER COMPANY
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

         The Credit Agreement also provides for an uncommitted, multiple draw
term loan facility (the "Incremental Facility") in the amount of up to $500.0
million, as permitted by the administrative agent, to be repaid under conditions
as defined in the Credit Agreement. Under the terms of the Company's Credit
Agreement net proceeds, as defined in the credit agreement, from the sale of
newspaper properties which are not reinvested within 365 days must be used to
prepay debt. Accordingly, the Company's excess borrowing capacity will be
reduced in the fourth quarter of 2001 by approximately $18 million in connection
with the Company's October 2000 asset sale. Additionally, the Company's excess
borrowing capacity may be reduced in the first quarter of 2002 by approximately
$30 million in connection with the Company's January 2001 asset sale if the net
proceeds from this sale are not reinvested by that time.

         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 accordance with the terms of its Credit Agreement, the Company is
required to maintain certain Interest Rate Protection Agreements ("IRPAs") on a
portion of its debt, to reduce the potential exposure of the Company's future
cash flows due to fluctuations in the variable interest rates on which the
interest on the outstanding debt is calculated. The minimum requirement varies
depending on the Company's Total Leverage Ratio, as defined in the Credit
Agreement. 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. Each IRPA is designated for all or a
portion of the principal balance and term of a specific debt obligation. IRPAs
as of September 30, 2001 included swap agreements with an aggregate notional
principal amount of $250.0 million, which expire as follows:

                  DATE                               ($ IN THOUSANDS)
                  ----                               ----------------
                  January 29, 2002                       $ 75,000
                  October 29, 2002                       $175,000

         The debt obligations hedged by the IRPAs bare interest at a variable
LIBOR interest rate. In accordance with the terms of the IRPAs the Company pays
or receives the differential between the variable LIBOR rate and a fixed rate of
interest. The IRPA is structured to coincide with interest payments made on the
debt obligations and is placed with large multinational banks. The fixed
interest rates of the IRPAs at September 30, 2001 are approximately 5.85%.

         Upon adoption of SFAS 133 the fair market value of the derivative is
reported as a transition adjustment to Other Comprehensive Income/Loss (OCI). On
January 1, 2001 the Company recorded a deferred transition gain of $120,000
after tax. The interest rate swaps were fully effective in hedging the changes
in cash flows related to the debt obligation during the nine-month period ending
September 30, 2001. For the thirteen and thirty-nine week periods ended
September 30, 2001, the IRPAs resulted in a realized pretax charge of $1,231,000
and $1,610,000, respectively, which have been reported as a component of
interest expense in the respective periods. The total deferred loss reported in
OCI as of September 30, 2001 was approximately $4.5 million (net of $2.9 million
of deferred taxes).

         For the thirty-nine week period ended September 30, 2001, the Company's
weighted-average effective interest rate on its outstanding debt balance was
approximately 6.5%. The 6.5% takes into account the impact of the interest rate
protection agreements in effect during the period.

         As of September 30, 2001, the Company had outstanding indebtedness
under the Credit Agreement, due and payable in installments through 2006, of
$535.0 million, of which $125.2 million was outstanding under the Revolving
Credit Facility. There were $225.3 million of unused and available funds under
the Revolving Credit Facility at September 30, 2001.




                                       13
<PAGE>


                            JOURNAL REGISTER COMPANY
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


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. Actual results may differ materially from those discussed in, or
implied by, the forward-looking statements as a result of certain factors,
including, but not limited to, (i) a decline in general economic conditions,
(ii) the unavailability or material increase in the price of newsprint, (iii) an
adverse judgment in pending or future litigation , (iv) increased competitive
pressure from current competitors and future market entrants and (v) those risks
and uncertainties discussed in the Company's other filings with the SEC,
including its Annual Report on Form 10-K for the year ended December 31, 2000.
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. 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 SEC, and the Company assumes no obligation to update any such
forward-looking statements, except as required by law.


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 LIBOR, the Prime Rate or Federal
Funds Rate each as defined in the Credit Agreement plus a spread over such rate
depending upon leverage pursuant to the credit agreement. To manage its exposure
to fluctuations in interest rates, the Company, from time to time, 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.

         At September 30, 2001, the Company had in effect interest rate
protection agreements for an aggregate notional amount of $250 million. Assuming
a 10% increase or reduction in interest rates the annual impact on the Company's
pre-tax earnings would be approximately $1.3 million.






                                       14
<PAGE>





                           PART II. OTHER INFORMATION


ITEMS 1-6.

           None.


                                       15
<PAGE>




                                    SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


         Date: November 14, 2001               JOURNAL REGISTER COMPANY


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






                                       16