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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Form 10-Q/A No. 1

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

        For the quarterly period ended June 30, 1997

                                       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
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            (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                     22-3498615
-------------------------------------       ------------------------------------
      (State of Incorporation)              (I.R.S. Employer Identification No.)

              50 West State Street, Trenton, New Jersey 08608-1298
        ----------------------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

                                 (609) 396-2200
         ---------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
         ---------------------------------------------------------------
         (Former Name or Former Address, 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 5, 1997.

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                           PART II. OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS.

         None

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None

Item 3.  DEFAULT UPON SENIOR SECURITIES.

         None

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

         None

Item 5.  OTHER INFORMATION.

         None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

            (a)   EXHIBITS.

                  3(i)  Amended and Restated Certificate of Incorporation.

                  3(ii) Amended and Restated By-laws.

                  10.1  Amended and  Restated  Credit  Agreement  among  Journal
                        Register Company,  each of the banks and other financial
                        institutions  that  is a  signatory  thereto  or  which,
                        pursuant to Section 11.06(b)  thereof,  becomes a "Bank"
                        thereunder  and  The  Chase   Manhattan  Bank  (National
                        Association), as agent for the Banks.

                  10.2  1997 Stock Incentive Plan.+

                  10.3  Management Bonus Plan.+

                  10.5  Voting Agreement by and among Journal Register
                        Company, Warburg, Pincus Capital Company, L.P.,
                        Warburg, Pincus Capital Partners, L.P. and Warburg,
                        Pincus Investors, L.P.

                  10.6  Registration Rights Agreement by and among Journal
                        Register Company, Warburg, Pincus Capital Company,
                        L.P., Warburg, Pincus Capital Partners, L.P. and
                         Warburg, Pincus Investors, L.P.

                  *27.1 Financial Data Schedule.

 
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            (b)   REPORTS ON FORM 8-K.

                  No reports on Form 8-K were  filed by the  Company  during the
                  quarter ended June 30, 1997.





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*Previously filed.
+Management compensatory plan or arrangement.


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                                    SIGNATURE

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



Date: February 6, 1998               JOURNAL REGISTER COMPANY


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


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                                  EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

3(i)                          Amended and Restated Certificate of Incorporation.

3(ii)                         Amended and Restated By-laws.

10.1                          Amended  and  Restated   Credit   Agreement  among
                              Journal  Register  Company,  each of the banks and
                              other financial  institutions  that is a signatory
                              thereto or which,  pursuant  to  Section  11.06(b)
                              thereof, becomes a "Bank" thereunder and The Chase
                              Manhattan  Bank (National  Association),  as agent
                              for the Banks.

10.2                          1997 Stock Incentive Plan.+

10.3                          Management Bonus Plan.+

10.5                          Voting Agreement by and among Journal Register
                              Company, Warburg, Pincus Capital Company, L.P.,
                              Warburg, Pincus Capital Partners, L.P. and
                              Warburg, Pincus Investors, L.P.

10.6                          Registration Rights Agreement by and among
                              Journal Register Company, Warburg, Pincus
                              Capital Company, L.P., Warburg, Pincus Capital
                              Partners, L.P. and Warburg, Pincus Investors,
                              L.P.

*27.1                         Financial Data Schedule.

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*Previously filed.
+ Management compensatory plan or arrangement.



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