<PAGE>

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

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

                                  FORM 10-Q

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

                 For the quarterly period ended June 30, 1998

                                      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 -
48,437,500 shares outstanding as of August 14, 1998.

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



<PAGE>



                           JOURNAL REGISTER COMPANY

                              INDEX TO FORM 10-Q



PART I.   FINANCIAL INFORMATION

                                                                        PAGE NO.

      Item 1. Financial Statements:

              Consolidated Balance Sheets at June 30, 1998
              (Unaudited) and December 31, 1997.........................    1

              Consolidated Statements of Income for the three
              and six months ended June 30, 1998 and 1997
              (Unaudited)...............................................    3

              Consolidated Statements of Cash Flows for the
              six months ended June 30, 1998 and 1997
              (Unaudited)...............................................    4

              Notes to Unaudited Consolidated Financial
              Statements................................................    5

      Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations.............    7

      Item 3. Quantitative and Qualitative Disclosures About
              Market Risk...............................................   12

PART II.  OTHER INFORMATION

      Item 1. Legal Proceedings.........................................   12

      Item 2. Changes in Securities and Use of Proceeds.................   12

      Item 3. Defaults Upon Senior Securities...........................   12

      Item 4. Submission of Matters to a Vote of Security
              Holders...................................................   12

      Item 5. Other Information.........................................   13

      Item 6. Exhibits and Reports on Form 8-K..........................   13

      Signature.........................................................   14


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            JOURNAL REGISTER COMPANY
                           CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)


<TABLE>
<CAPTION>
                                                          JUNE 30,    DECEMBER 31,
                                                            1998          1997
                                                        -----------   ------------
<S>                                                     <C>           <C>   
ASSETS                                                  (Unaudited)
   Current assets:
    Cash and cash equivalents                              $10,620         $8,183
    Accounts receivable, less allowance for doubtful
    accounts of $5,193 at June 30, 1998 and $4,055 
    at December 31, 1997                                    50,785         48,675
    Inventories                                             10,583          9,865
    Deferred income taxes                                    4,729          6,444
    Other current assets                                     4,622          4,666
                                                        -----------   ------------
     Total current assets                                   81,339         77,833
                                                        -----------   ------------

   Property, plant and equipment:
    Land                                                     7,567          7,567
    Buildings and improvements                              61,057         60,685
    Machinery and equipment                                151,259        148,605
                                                        -----------   ------------
                                                           219,883        216,857
    Less accumulated depreciation                         (128,076)      (124,237)
                                                        -----------   ------------
     Property, plant and equipment, net                     91,807         92,620

   Intangible and other assets, net of accumulated
   amortization of $27,441 at June 30, 1998 and 
   $23,973 at December 31, 1997                            192,251        157,478
                                                        -----------   ------------
Total assets                                              $365,397       $327,931
                                                        ===========   ============
</TABLE>


                             SEE ACCOMPANYING NOTES.

                                       1
<PAGE>



                            JOURNAL REGISTER COMPANY
                           CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>

                                                         JUNE 30,     DECEMBER 31,
                                                           1998           1997
                                                       ------------   ------------
LIABILITIES AND STOCKHOLDERS'  DEFICIT                 (Unaudited)
<S>                                                    <C>            <C>
   Current liabilities:
    Current maturities of long-term debt                   $61,395        $57,060
    Accounts payable                                        11,435          9,277
    Income taxes payable                                        41            535
    Accrued interest                                         3,565          5,067
    Deferred subscription revenue                            6,809          6,539
    Other accrued expenses and current liabilities          19,133         17,616
                                                       ------------   ------------
     Total current liabilities                             102,378         96,094

   Senior debt, less current maturities                    434,965        433,714
   Deferred income taxes                                     9,408          8,049
   Accrued retiree benefits and other liabilities           16,316         20,641
   Income taxes payable                                     45,403         35,675

   Commitments and contingencies
                                                       ------------   ------------
     Total liabilities                                     608,470        594,173
                                                       ------------   ------------

   Stockholders'  deficit
    Common stock, $.01 par value, 300,000,000 shares
      authorized and 48,437,500 shares issued and 
      outstanding                                              484            484
    Additional paid-in capital                             358,234        358,234
    Accumulated deficit                                   (601,791)      (624,960)
                                                       ------------   ------------
     Net stockholders'  deficit                           (243,073)      (266,242)
                                                       ------------   ------------
Total liabilities and stockholders' deficit               $365,397       $327,931
                                                       ============   ============

</TABLE>


                             SEE ACCOMPANYING NOTES.

                                       2
<PAGE>



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

<TABLE>
<CAPTION>

                                     THREE MONTHS ENDED          SIX MONTHS ENDED
                                          JUNE 30,                   JUNE 30,
                                  --------------------------  ------------------------
                                     1998            1997         1998        1997
                                  ------------  ------------  -----------  -----------
<S>                               <C>           <C>           <C>          <C>     
REVENUES:
   Advertising                        $75,080       $69,564     $139,020     $129,983
   Circulation                         20,584        20,082       40,718       39,912
                                  ------------  ------------  -----------  -----------
   Newspaper revenues                  95,664        89,646      179,738      169,895
   Commercial printing and other        6,217         3,005       11,804        5,796
                                  ------------  ------------  -----------  -----------
                                      101,881        92,651      191,542      175,691
OPERATING EXPENSES:
   Salaries and employee benefits      31,951        28,295       62,863       56,958
   Newsprint, ink and printing
     charges                           12,695        10,056       24,591       19,186
   Selling, general and
     administrative                     8,378         7,594       16,536       15,236
   Depreciation and amortization        5,085         5,483       10,024       10,901
   Special charge                           0        31,899            0       31,899
   Other                               12,033         9,890       23,487       19,433
                                  ------------  ------------  -----------  -----------
                                       70,142        93,217      137,501      153,613
                                  ------------  ------------  -----------  -----------
   Operating  income (loss)            31,739         (566)       54,041       22,078

OTHER INCOME (EXPENSE):
   Interest expense                   (8,658)      (11,666)     (17,349)     (24,626)
   Interest income                         0             6           18           19
   Other                                 141            (6)         116          (47)
                                  ------------  ------------  -----------  -----------
Income (loss) before provision         
  (benefit)for income taxes           23,222       (12,232)      36,826       (2,576)

Provision (benefit) for income
  taxes                                8,616        (4,965)      13,657       (1,033)
                                  ------------  ------------  -----------  -----------
      Net income (loss)              $14,606       ($7,267)     $23,169      ($1,543)
                                  ============  ============  ===========  ===========

Net income (loss) per common
  share (basic and dilutive)      $      .30    $     (.16)   $     .48      $  (.04)
                                  ============  ============  ===========  ===========

Weighted average common shares
outstanding                       48,437,500     44,178,434  48,437,500   41,087,638
                                  ============  ============  ===========  ===========
</TABLE>



                             SEE ACCOMPANYING NOTES.

                                       3
<PAGE>


                            JOURNAL REGISTER COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>

                                                          SIX MONTHS ENDED JUNE 30,
                                                              1998          1997
                                                          ----------    ----------
<S>                                                       <C>           <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                        $23,169      ($1,543)
   Adjustments to reconcile net income to net cash
    provided by operating activities:
    Provision for losses on accounts receivable               1,216         1,570
    Depreciation and amortization                            10,024        10,901
    Net (gain) on sale of property, plant & equipment
      and other assets                                        (149)         (169)
    Non-cash portion of special charge                            0        15,400
    Increase (decrease) in income taxes payable               9,234       (2,306)
    (Decrease) in accrued interest                          (1,502)       (1,731)
    Increase (decrease) in deferred income taxes              3,074         (378)
    (Increase) in accounts receivable                       (2,146)       (2,379)
    (Increase) in inventories                                 (671)         (869)
    Increase  in accounts payable                             2,026         1,596
    (Decrease)  in deferred subscription revenue               (56)         (216)
    (Decrease) increase in accrued retiree benefits and
      other liabilities                                     (4,325)         2,146
    (Increase) decrease in other assets, net of increase
     (decrease) in other liabilities                        (2,376)         1,944
                                                          ----------    ----------
    Net cash provided by operating activities                37,518        23,966
                                                          ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property, plant & equipment            149           519
   Additions to property, plant and equipment               (4,730)       (4,611)
   Purchase of newspaper properties                        (36,086)             0
                                                          ----------    ----------
    Net cash used in investing activities                  (40,667)       (4,092)
                                                          ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES: 
  Proceeds from issuance of debt:
    Senior debt                                              37,000         7,000
    Accretion on subordinated notes                               0         1,205
   Repayment of senior debt                                (31,414)     (114,570)
   Repayment of subordinated notes and accreted interest          0      (34,524)
   Net proceeds from issuance of common stock                     0       119,047
                                                          ----------    ----------
    Net cash provided by (used in) financing activities       5,586      (21,842)
                                                          ----------    ----------
Increase (decrease) in cash and cash equivalents              2,437       (1,968)
Cash and cash equivalents, beginning of period                8,183         8,546
                                                          ----------    ----------
Cash and cash equivalents, end of period                    $10,620        $6,578
                                                          ==========    ========== 
SUPPLEMENTAL  DISCLOSURES OF CASH FLOW INFORMATION:  
  Cash paid during the period for:
    Interest                                                $18,862       $24,984
    Income taxes                                             $1,349        $1,651

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:
   Issuance of additional subordinated notes                     $0        $1,205

</TABLE>

                             SEE ACCOMPANYING NOTES.

                                       4
<PAGE>
                            JOURNAL REGISTER COMPANY
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1998


1.  ORGANIZATION AND BASIS OF PRESENTATION

        Journal Register Company  (together with its consolidated  subsidiaries,
    the "Company" or "JRC") primarily  publishes daily and non-daily  newspapers
    serving  markets in  Connecticut,  Ohio,  Philadelphia  and its  surrounding
    areas,   the  greater  St.  Louis  area,   central  New  England,   and  the
    Capital-Saratoga,  NY  Region  and has  commercial  printing  operations  in
    Connecticut, Ohio and Pennsylvania.

        The   consolidated   interim   financial   statements  included   herein
    include the accounts of JRC and 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  ("SEC").  The 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  consolidated  financial  statements contain all
    material   adjustments   (consisting  only  of  normal  recurring  accruals)
    necessary to present  fairly its financial  position as of June 30, 1998 and
    December 31, 1997 and the results of its  operations  and cash flows for the
    periods ended June 30, 1998 and 1997. These financial  statements  should be
    read  in  conjunction  with  the  December  31,  1997  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

        Earnings per common share are based upon the weighted  average number of
    shares  outstanding  during the periods  ended June 30,  1998 and 1997.  All
    outstanding  stock options are not materially  dilutive for the 1998 or 1997
    periods.  The following table sets forth the computation of weighted-average
    shares outstanding for calculating both basic and diluted earnings per share
    for the three and six months ended June 30, 1998:

<TABLE>
<CAPTION>
                                                                   THREE MONTHS     SIX MONTHS
                                                                       ENDED          ENDED
                                                                   JUNE 30, 1998  JUNE 30, 1998           
                                                                  --------------  -------------  
     <S>                                                       <C>             <C>  
                                                                  
        Weighted-average shares for basic earnings per share       48,437,500     48,437,500
        Effect of dilutive securities:
           Employee stock options                                     279,946        274,737
                                                                  --------------  -------------
        Adjusted weighted-average shares for diluted
           earnings per share                                      48,717,446     48,712,237
                                                                   ==========     =============

</TABLE>

3.  EFFECT OF NEW PRONOUNCEMENTS

        Financial   Accounting   Standards  Board  issued   Statement  No.  130,
    "Reporting Comprehensive Income" ("SFAS 130") which became effective January
    1, 1998; however,  SFAS 130 is not applicable to the Company. In June 1997,
    the  Financial  Accounting  Standards  Board also issued  Statement No. 131,
    "Disclosures about Segments of an Enterprise and Related Information" ("SFAS
    131"). SFAS 131 is effective for financial  statements for periods beginning
    after  December 15, 1997 and requires  comparative  information  for earlier
    years to be  restated.  SFAS 131  establishes  standards  for the way public
    companies report  information  about operating  segments in annual financial
    statements and requires that those  companies  report  selected  information
    about   operating   segments  in  interim   financial   reports   issued  to
    shareholders.  It also establishes  standards for related  disclosures about
    products and services,  geographic areas and major customers.  Management is
    currently in the process of evaluating the impact,  if any, the standard may
    have on future financial  statement  disclosures.  Results of operations and
    financial  position,  however,  will be unaffected by implementation of this
    standard.
                                       5
<PAGE>

                            JOURNAL REGISTER COMPANY
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1998

4.  SUBSEQUENT EVENTS

        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  Company  will  apply  the  purchase  method of
    accounting for this  transaction.  Accordingly,  the total  acquisition cost
    will be allocated to the assets and  liabilities  based upon their estimated
    fair market value on the effective date of the  acquisition.  In conjunction
    with the  acquisition of The Goodson  Newspaper  Group,  the Company entered
    into a new credit agreement which increased its available borrowings to $900
    million.  The proceeds  from the new credit  facility  were used to fund the
    acquisition and repay amounts outstanding under the prior credit agreement.


                                       6
<PAGE>


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

GENERAL

      Journal Register Company's principal 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.

      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. Correspondingly,
the fourth quarter  (October-December)  tends to be the strongest  quarter as it
includes heavy holiday season advertising.

      The  second  quarter  of  1998  includes  the  results  of  the  following
acquisitions:  Ladue News,  Ladue,  Missouri,  acquired  December 12, 1997;  The
InterCounty Newspaper Group, Bristol, Pennsylvania,  acquired December 22, 1997;
Housatonic  Publications,  New Milford,  Connecticut  and Minuteman  Newspapers,
Westport,  Connecticut,  acquired January 2, 1998; and The Saratogian,  Saratoga
Springs, New York, acquired March 9, 1998.

      On July 15, 1998,  the Company  completed its  acquisition  of The Goodson
Newspaper  Group  (see  Note 4 of the  Consolidated  Financial  Statements)  for
approximately  $300 million in cash. The  acquisition  of The Goodson  Newspaper
Group is the Company's largest acquisition to date, adding five daily newspapers
with approximately 124,000 paid daily circulation and 20 non-daily  publications
with combined  distribution  of  approximately  350,000.  In connection with the
acquisition  of The Goodson  Newspaper  Group,  the Company  entered  into a new
credit agreement (see Liquidity and Capital Resources).

THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997

      REVENUES. In the three months ended June 30, 1998, revenues increased $9.2
million,  or  10.0%,  to  $101.9  million,  primarily  due  to  an  increase  in
advertising  revenues  and  commercial  printing  revenues.  Newspaper  revenues
increased $6.0 million, or 6.7%, to $95.7 million in the second quarter of 1998,
primarily due to acquisitions.  Advertising  revenues increased $5.5 million, or
7.9%, to $75.1  million in the second  quarter of 1998 from $69.6 million in the
second quarter of 1997.  Circulation  revenues increased  $502,000,  or 2.5%, to
$20.6  million  in the second  quarter of 1998 from $20.1  million in the second
quarter of 1997.  Commercial  printing and other revenues increased $3.2 million
in the second  quarter of 1998 to $6.2 million,  from $3.0 million in the second
quarter of 1997.  The increase is due primarily to commercial  printing  revenue
generated  by  companies  acquired as part of the  InterCounty  Newspaper  Group
acquisition in December 1997.

      SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefits were 31.4%
of the Company's revenues in the second quarter of 1998, as compared to 30.5% of
the Company's  revenue in the second  quarter of 1997. In the second  quarter of
1998,  salaries and employee benefits increased $3.7 million, or 12.9%, to $32.0
million, due to acquisitions.

      NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the  second  quarter  of 1998,
newsprint,  ink and printing  charges were 12.5% of the Company's  revenues,  as
compared to 10.9% in the second  quarter of 1997.  Newsprint,  ink and  printing
charges increased $2.6 million, or 26.2%, in the second quarter of 1998 to $12.7
million,  primarily as a result of an approximately  11.5% increase in the price
per ton of newsprint, and volume increases due to the Company's acquisitions.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses were 8.2% of the Company's revenues in both the second quarters of 1998
and 1997. Selling, general and administrative expenses for the second quarter of
1998 increased $784,000, or 10.3%, to $8.4 million, due to acquisitions.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
5.0% and 5.9% of the Company's  revenues in the second quarter of 1998 and 1997,
respectively.  Depreciation and amortization  expenses  decreased  $398,000,  or
7.3%, to $5.1 million in the second quarter of 1998.

      OTHER  EXPENSES.  Other  expenses  were  11.8% and 10.7% of the  Company's
revenues in the second  quarter of 1998 and 1997,  respectively.  Other expenses
increased  $2.1 million,  or 21.7%,  to $12.0  million in the second  quarter of
1998,  primarily due to  acquisitions,  circulation  promotional  expenses,  and
postage expense related to the Company's preprint business.

                                       7
<PAGE>


      OPERATING INCOME (LOSS).  Operating income increased $32.3 million for the
second  quarter of 1998 to $31.7  million from an operating  loss of $566,000 in
the  second  quarter of 1997 which  included a special  charge of $31.9  million
related to the Company's initial public offering ("IPO") in May 1997.

      INTEREST EXPENSE.  Interest expense was $8.7 million in the second quarter
of 1998, a decrease of $3.0 million,  or 25.8% as compared to the second quarter
of 1997.  The  decrease  in  interest  expense  reflects a  decrease  in average
borrowing  rates and an  approximately  $68.8  million  decrease in average debt
outstanding  during the second quarter of 1998 as compared to the second quarter
of 1997.

      PROVISION  (BENEFIT) FOR INCOME TAXES. The Company reported  effective tax
rates of 37.1%  and  40.6%  for the  quarters  ended  June  30,  1998 and  1997,
respectively.  This  reduction in the  effective  tax rate for the first quarter
1998 as compared  to the first  quarter of 1997 is  primarily  the result of the
Company's corporate restructuring implemented January 1, 1998.

      NET INCOME (LOSS). Net income was $14.6 million,  or $.30 per share, basic
and  diluted,  for the quarter  ended June 30, 1998 as compared to a net loss of
$7.3 million,  or $.16 per share,  basic and diluted,  for the second quarter of
1997, which included the special charge of $18.9 million (net of income taxes of
$13.0 million) related to the IPO. Net income for the second quarter of 1997, as
adjusted for the IPO, savings related to the Company's  corporate  restructuring
and excluding the special charge,  would have been $13.9 million. On this basis,
net income  for the second  quarter  of 1998  increased  5% over the  prior-year
period.

OTHER INFORMATION

      EBITDA(1)  in the second  quarters of 1998 and 1997  (excluding  a special
charge of $31.9  million) was $36.8  million.  The  Company's  EBITDA margin was
36.1% for the second  quarter of 1998 as compared to 39.7% in the second quarter
of 1997.

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

      REVENUES.  In the six months ended June 30, 1998, revenues increased $15.9
million, or 9.0%, to $191.5 million, primarily due to an increase in advertising
revenues and commercial  printing  revenues.  Newspaper  revenues increased $9.8
million,  or 5.8%,  to $179.7  million  in the six months  ended June 30,  1998,
primarily due to acquisitions.  Advertising  revenues increased $9.0 million, or
7.0%,  to $139.0  million in the six months  ended June 30,  1998,  from  $130.0
million in the six months ended June 30, 1997.  Circulation  revenues  increased
$806,000,  or 2.0%, to $40.7 million for the six months ended June 30, 1998 from
$39.9 million for the prior-year period.  Commercial printing and other revenues
increased  $6.0 million in the six months ended June 30, 1998 to $11.8  million,
from $5.8  million  in the six months  ended  June 30,  1997.  The  increase  is
due primarily to commercial  printing revenue generated by companies acquired as
part of the InterCounty Newspaper Group acquisition in December 1997.

      SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefits were 32.8%
of the Company's  revenues in the six months ended June 30, 1998, as compared to
32.4% of the  Company's  revenues in the six months ended June 30, 1997.  In the
six months ended June 30, 1998,  salaries and employee  benefits  increased $5.9
million, or 10.4%, to $62.9 million, due to acquisitions.

      NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the six months  ended June 30,
1998, newsprint,  ink and printing charges were 12.8% of the Company's revenues,
as compared to 10.9% for the same period in the prior year.  Newsprint,  ink and
printing charges increased $5.4 million,  or 28.2%, in the six months ended June
30,  1998 to $24.6  million,  primarily  as a result of an  approximately  13.5%
increase  in the price per ton of  newsprint,  and volume  increases  due to the
Company's acquisitions.

---------------------
(1)  EBITDA  is  defined  by  the  Company  as  operating   income  (loss)  plus
depreciation,  amortization and other non-cash and non-recurring charges. EBITDA
is not  intended  to  represent  cash flow from  operations  and  should  not be
considered as an alternative  to operating or net income  computed in accordance
with  GAAP,  as an  indicator  of the  Company's  operating  performance,  as an
alternative to cash flows from operating activities (as determined in accordance
with GAAP) or as a measure 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 using the same methods;  therefore,
the EBITDA  figures set forth above may not be comparable to EBITDA  reported by
other companies.

                                       8
<PAGE>

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses were 8.6% and 8.7% of the  Company's  revenues for the six months ended
June 30,  1998 and  1997,  respectively.  Selling,  general  and  administrative
expenses for the six months ended June 30, 1998 increased $1.3 million, or 8.5%,
to $16.5 million, due to acquisitions.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
5.2% and 6.2% of the  Company's  revenues for the six months ended June 30, 1998
and  1997,  respectively.   Depreciation  and  amortization  expenses  decreased
$877,000, or 8.0%, to $10.0 million in the six months ended June 30, 1998.

      OTHER  EXPENSES.  Other  expenses  were  12.3% and 11.1% of the  Company's
revenues  in the six months  ended June 30, 1998 and 1997,  respectively.  Other
expenses  increased $4.1 million,  or 20.9%,  to $23.5 million in the six months
ended June 30, 1998,  primarily  due to  acquisitions,  circulation  promotional
expenses, and postage expense related to the Company's preprint business.

      OPERATING  INCOME.  Operating  income  increased $32.0 million for the six
months  ended June 30,  1998 to $54.0  million  from $22.0  million  for the six
months  ended June 30,  1997 which  included a special  charge of $31.9  million
related to the Company's IPO in May 1997.

      INTEREST  EXPENSE.  Interest  expense was $17.3  million in the six months
ended June 30, 1998, a decrease of $7.3  million,  or 29.6%,  as compared to the
six months ended June 30,  1997.  The  decrease in interest  expense  reflects a
decrease in average borrowing rates and an approximately $109.6 million decrease
in  average  debt  outstanding  during the six  months  ended  June 30,  1998 as
compared to the six months ended June 30, 1997.

      PROVISION  (BENEFIT) FOR INCOME TAXES. The Company reported  effective tax
rates of 37.1%  and  40.1%  for the six  months  ended  June 30,  1998 and 1997,
respectively.  This reduction in the effective tax rate for the six months ended
June 30, 1998 as compared to the six months ended June 30, 1997 is the result of
the Company's corporate restructuring implemented January 1, 1998.

      NET INCOME (LOSS). Net income was $23.2 million,  or $.48 per share, basic
and diluted for the six months  ended June 30, 1998 as compared to a net loss of
$1.5  million,  or $.04 per share,  basic and diluted,  for the six months ended
June 30, 1997,  which  included a special charge of $18.9 million (net of income
taxes of $13.0 million)  related to the IPO. Net income for the six months ended
June 30,  1998,  as  adjusted  for the IPO,  savings  related  to the  Company's
corporate  restructuring and excluding the special charge, would have been $22.4
million.  On this  basis,  net  income for the six  months  ended June 30,  1998
increased 3.6% over the prior-year period.

OTHER INFORMATION

      EBITDA in the six months ended June 30, 1998 was $64.1 million as compared
to $64.9  million  (excluding  a special  charge of $31.9  million)  for the six
months ended June 30, 1997. The Company's  EBITDA margin was 33.4% and 36.9% for
the six months ended June 30, 1998 and 1997, respectively.

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
increased  $13.6  million  to $37.5  million  in the first six months of 1998 as
compared  to the  first six  months  of 1997.  Net cash  provided  by  operating
activities  for the six months ended June 30, 1998  primarily  resulted from net
income before non-cash expenses (i.e., depreciation and amortization),  of $33.2
million.

      CASH  FLOWS  FROM  INVESTING  ACTIVITIES.   Net  cash  used  in  investing
activities  increased  $36.6 million to $40.7 million in the first six months of
1998.  The increase in investing  activities  was primarily due to the Company's


                                       9
<PAGE>


investment in the purchase of newspaper  properties.  In the first six months of
1998, the Company's capital expenditures increased by $119,000 and proceeds from
the sale of property,  plant and equipment decreased $370,000 as compared to the
first  six  months  of 1997.  The  Company  has a  capital  expenditure  program
(excluding future  acquisitions) of approximately $12 million in place for 1998,
which includes spending on technology,  including prepress and business systems,
computer  hardware,  other machinery and equipment,  plants and properties,  and
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. It is expected that the 1998 capital expenditure
program will be funded from  operating  cash flow.  The success of the Company's
operations  in   Philadelphia   and   surrounding   areas  may  necessitate  the
construction  of a centralized  production  facility  within the next two years.
Costs for this facility are currently estimated to be approximately $25 million.
The  Company  expects  to fund this  construction  project  with cash flows from
operations and borrowings.

      The Company has  completed an assessment of the effect of Year 2000 on its
computer  systems and production  equipment and has determined that it will have
to modify or replace portions of its computer systems. The Company has an action
plan in place. The Company's capital  expenditure  program also includes amounts
necessary to have all of its systems Year 2000 compliant by September 30, 1999.

      CASH FLOWS FROM  FINANCING  ACTIVITIES.  Net cash  provided  by  financing
activities  was $5.6  million in the first six months of 1998 as compared to net
cash used in financing  activities  of $21.8  million in the first six months of
1997. The 1997 activity reflects  proceeds of approximately  $119.0 million from
the sale of  Common  Stock in the  Company's  IPO,  which  were  used to repay a
portion of the amounts  outstanding  under the  Company's  then-existing  senior
secured term loans (the "Prior Term Loan") and a senior secured revolving credit
facility (the "Prior Revolver")  (collectively,  the "Prior Senior  Facilities")
and to retire all of the outstanding  principal amount of and accrued and unpaid
interest on the Company's subordinated notes.

      The amounts outstanding under the Prior Senior Facilities bore interest at
(i) 1-1/2% to 1/2% above the London Interbank Offered Rate ("LIBOR") or (ii) the
higher of 0% to 1/4%  above  the  higher  of the  Prime  Rate or 1/2%  above the
Federal Funds Rate  (collectively,  the "Base Rate").  The interest rate spreads
were dependent  upon the debt to 12 months  trailing cash flow ratio (as defined
in the "Prior Credit  Agreement",  as amended and restated in May 1997) and were
reduced as such ratio declined.

      As of June 30, 1998, the Company had  outstanding  indebtedness  under the
Prior Credit Agreement,  due and payable in installments through 2003, of $496.4
million, of which $336.4 million was outstanding under the Prior Revolver. There
was $ 75.0 million of unused and available  balance under the Prior  Revolver at
June 30, 1998.

      The Company  generally  manages its exposure to interest rate fluctuations
for its variable rate debt by entering into interest rate protection agreements.
The Company was required under the Prior Credit  Agreement and is required under
the Credit  Agreement (as defined herein) to have interest rate protection for a
minimum of 50% of its  outstanding  balance under the Credit  Agreement.  During
1996, the Company entered into interest rate swap and collar agreements. For the
six  months  ended June 30,  1998,  the  Company's  weighted  average  effective
interest rate on its  outstanding  balance was 6.7%. This takes into account the
interest rate protection agreements in effect during that period.

      On July 15, 1998, the Company entered into a new credit agreement ("Credit
Agreement") with the banks and other financial institutions  signatories thereto
and The Chase  Manhattan Bank, as agent for the lenders  thereunder.  The Credit
Agreement  provides for $500 million in term loans and a $400 million  revolving
facility.  The proceeds  from the Credit  Agreement  were used to repay  amounts
outstanding  under the Prior Credit Agreement and to fund the acquisition of The
Goodson  Newspaper  Group  (see  Note  4 of  "Notes  to  Unaudited  Consolidated
Financial  Statements").  The term loans have a final  maturity on September 30,
2006 and the revolving facility matures on March 31, 2006.

      The amounts  outstanding  under the Credit  Agreement bear interest at (i)
1/2% to 0% above the higher of (a) the Prime Rate or (b) 1/2% above the  Federal
Funds Rate or (ii) 1-3/4% to 1/2% above  LIBOR.  The  interest  rate spreads are

                                       10
<PAGE>


dependent  upon the debt to trailing four quarter cash flow ratio (as defined in
the Credit Agreement) and reduce as such ratios decline.

      INFORMATION   RELATING   TO   FORWARD-LOOKING   STATEMENTS.   Management's
Discussion and Analysis of Financial Condition and Results of Operations include
forward-looking  statements,  which may be  identified  by use of terms  such as
"believes,"  "anticipates," "plans," "will," "likely," "continues," "intends" or
"expects,"  as well as other similar  terms.  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  judgment 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 (vi) the factors  discussed  in the  Company's
Form 10-K for 1997 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 foregoing review of important 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.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Item 3 is not currently applicable to the Company.


                           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

        The Company  held its Annual  Meeting of  Stockholders  on May 15, 1998.
Proposals  presented for a stockholder vote were (i) the election of two Class A
directors;  and (ii) the ratification of the appointment of Ernst & Young LLP as
independent auditors for the Company for the fiscal year 1998.

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

                            VOTES FOR            VOTES WITHHELD
                            ---------            --------------
Douglas M. Karp             39,781,129               36,541
John R. Purcell             39,781,129               36,541


        The  names of the  Class B and  Class C  directors  remaining  in office
following  the 1998  Annual  Meeting  of  Stockholders  are as  follows:  Sidney
Lapidus,  Jean B. Clifton and Joseph A. Lawrence,  each a Class B director;  and
John L. Vogelstein and Robert M. Jelenic, each a Class C director.


                                       11
<PAGE>


        The  appointment  of  Ernst &  Young  LLP as the  Company's  independent
auditors  for the  fiscal  year  1998 was  approved  with the  following  voting
results:

   VOTES CAST FOR       VOTES CAST AGAINST         ABSTENTIONS
   --------------       ------------------         -----------
     39,831,445               1,110                    1,760


ITEM 5. OTHER INFORMATION

        In  accordance  with the  advance  notice  provisions  contained  in the
Company's By-laws,  the Company must receive notice of a stockholder's intent to
propose business or make a nomination for the election of directors at an annual
meeting no later than the close of business on the 60th day and no earlier  than
the close of  business  on the 90th day prior to the  first  anniversary  of the
preceding  year's  annual  meeting.  In order for a proposal or nomination to be
presented at the 1999 Annual  Meeting of  Stockholders,  such  proposal  must be
received by the Company between February 14, 1999 and March 16, 1999.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

       (a). EXHIBITS

      *2.1  Master Agreement, dated as of May 17, 1998, by and among each of the
            persons  listed  on  Annex  A  and  Annex  B  thereto,   Richard  G.
            Schneidman,  as Designated  Stockholder,  and the Company  (filed as
            Exhibit 99.2 to the Company's  Current  Report on Form 8-K/A,  dated
            June 30, 1998).

        27. Financial Data Schedule

        (b) REPORTS ON FORM 8-K

            A  report  on Form  8-K was  filed by the  Company  on May 20,  1998
            pursuant  to  Item  5  thereof  reporting  the  announcement  of the
            Company's   agreement  to  acquire  The  Goodson  Newspaper  Group's
            Pennsylvania,  New York and Ohio newspapers. An amendment to the May
            20, 1998 Form 8-K was filed by the Company on June 30, 1998 pursuant
            to Item 5 and Item 7 (c)  whereby  a copy of the  Master  Agreement,
            dated as of May 17, 1998, in connection  with the acquisition of The
            Goodson Newspaper Group, was filed.



----------------------

*  Incorporated herein by reference.

                                       12
<PAGE>


                                    SIGNATURE

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

      Date: August 14, 1998           JOURNAL REGISTER COMPANY


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




























                                       13
<PAGE>


                                  EXHIBIT INDEX



   EXHIBIT NO.                   DESCRIPTION

       *2.1        Master Agreement, dated as of May 17, 1998, by and among each
                   of the persons listed on Annex A and Annex B thereto, Richard
                   G.  Schneidman,  as Designated  Stockholder,  and the Company
                   (filed as Exhibit  99.2 to the  Company's  Current  Report on
                   Form 8-K/A, dated June 30, 1998).

       27.         Financial Data Schedule


----------------------

*  Incorporated herein by reference.