FORM of AMENDED AND RESTATED
                                     BY-LAWS
                                       of
                            JOURNAL REGISTER COMPANY
              Incorporated under the Laws of the State of Delaware

                                    ARTICLE I

                               OFFICES AND RECORDS

            SECTION  1.1.   DELAWARE   OFFICE.   The  principal  office  of  the
Corporation in the State of Delaware shall be located in the City of Wilmington,
County of New Castle,  and the name and address of its  registered  agent is The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware.

            SECTION 1.2.  OTHER  OFFICES.  The  Corporation  may have such other
offices,  either  within  or  without  the  State of  Delaware,  as the Board of
Directors may designate or as the business of the  Corporation  may from time to
time require.

            SECTION  1.3.  BOOKS  AND  RECORDS.  The books  and  records  of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board of Directors.

                                   ARTICLE II

                                  STOCKHOLDERS

            SECTION 2.1.  ANNUAL MEETING.  The annual meeting of the
stockholders of the Corporation shall be held on such date and at such place and
time as may be fixed by resolution of the Board of Directors.

            SECTION 2.2. SPECIAL  MEETING.  Subject to the rights of the holders
of any  series  of  stock  having a  preference  over  the  Common  Stock of the
Corporation as to dividends or upon liquidation ("Preferred Stock") with respect
to such series of Preferred  Stock,  special meetings of the stockholders may be
called only by the Chairman of the Board or by the Board of  Directors  pursuant
to a resolution adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies (the "Whole Board").

            SECTION  2.3.  PLACE  OF  MEETING.  The  Board of  Directors  or the
Chairman of the Board,  as the case may be, may  designate  the place of meeting
for any annual  meeting or for of Directors or the Chairman of the Board.  If no
designation  is so made,  the place of meeting shall be the principal  office of
the Corporation.

            SECTION 2.4. NOTICE OF MEETING.  Written or printed notice,  stating
the place, day and hour of the meeting and the purpose or purposes for which the
meeting is called,  shall be delivered by the Corporation not less than ten (10)
days nor more  than  sixty  (60) days  before  the date of the  meeting,  either
personally or by mail, to each  stockholder  of record  entitled to vote at such
meeting.  If mailed,  such notice shall be deemed to be delivered when deposited
in the  United  States  mail with  postage  thereon  prepaid,  addressed  to the
stockholder  at his  address as it appears  on the stock  transfer  books of the
Corporation.  Such further notice shall be given as may be required by law. Only
such business shall be conducted at a special  meeting of  stockholders as shall
have been brought  before the meeting  pursuant to the  Corporation's  notice of
meeting.  Meetings may be held without  notice if all  stockholders  entitled to
vote are present, or if notice is waived by those not present in accordance with
Section  6.4  of  these  By-Laws.   Any  previously  scheduled  meeting  of  the
stockholders  may be postponed,  and (unless the  Certificate  of  Incorporation
otherwise provides) any special meeting of the stockholders may be canceled,  by
resolution of the Board of Directors  upon public notice given prior to the date
previously scheduled for such meeting of stockholders.



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            SECTION 2.5. QUORUM AND ADJOURNMENT. Except as otherwise provided by
law or by the  Certificate  of  Incorporation,  the holders of a majority of the
outstanding shares of the Corporation entitled to vote generally in the election
of directors  (the "Voting  Stock"),  represented  in person or by proxy,  shall
constitute  a quorum at a meeting of  stockholders,  except that when  specified
business is to be voted on by a class or series of stock voting as a class,  the
holders of a majority of the shares of such class or series  shall  constitute a
quorum  of such  class or  series  for the  transaction  of such  business.  The
Chairman of the meeting or a majority of the shares so  represented  may adjourn
the meeting from time to time,  whether or not there is such a quorum. No notice
of the time and place of adjourned  meetings need be given except as required by
law.  The  stockholders  present at a duly  called  meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

            SECTION 2.6. PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy  executed  in writing  (or in such  manner  prescribed  by the
General Corporation Law of the State of Delaware) by the stockholder,  or by his
duly authorized attorney in fact.

            SECTION 2.7.  NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

            (A) ANNUAL MEETINGS OF STOCKHOLDERS.  (1) Nominations of persons for
election  to the Board of  Directors  of the  Corporation  and the  proposal  of
business to be considered by the  stockholders  may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's  notice of meeting,  (b) by or
at the  direction  of the Board of Directors  or (c) by any  stockholder  of the
Corporation  who was a  stockholder  of  record  at the  time of  giving  of the
stockholder's notice provided for in this By-Law, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this By-Law.

                  (2) For  nominations or other business to be properly  brought
before an annual  meeting by a  stockholder  pursuant to clause (c) of paragraph
(A)(1) of this By-Law,  the stockholder must have given timely notice thereof in
writing  to the  Secretary  of the  Corporation  and such  other  business  must
otherwise  be  a  proper  matter  for  stockholder   action.  To  be  timely,  a
stockholder's  notice  shall be  delivered  to the  Secretary  at the  principal
executive offices of the Corporation not later than the close of business on the
90th day nor  earlier  than the close of  business on the 120th day prior to the
first  anniversary of the preceding  year's annual meeting;  provided,  however,
that in the  event  that the date of the  annual  meeting  is more  than 30 days
before  or  more  than  60 days  after  such  anniversary  date,  notice  by the
stockholder  to be timely must be so  delivered  not  earlier  than the close of
business  on the 120th day prior to such  annual  meeting and not later than the
close of business  on the later of the 90th day prior to such annual  meeting or
the 10th day following the day on which public  announcement of the date of such
meeting  is  first  made  by the  Corporation.  In no  event  shall  the  public
announcement  of an adjournment of an annual meeting  commence a new time period
for the giving of a stockholder's  notice as described above. Such stockholder's
notice  shall set forth (a) as to each person whom the  stockholder  proposes to
nominate for election or  reelection as a director all  information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election of directors in an election contest, or is otherwise required,  in each
case pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving  as a  director  if  elected);  (b) as to any  other  business  that the
stockholder  proposes to bring before the meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reasons for conducting
such business at the meeting and any material  interest in such business of such
stockholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made; and (c) as to the stockholder  giving the notice and the beneficial owner,
if any,  on whose  behalf the  nomination  or  proposal is made (i) the name and
address of such stockholder,  as they appear on the Corporation's  books, and of
such beneficial owner and (ii) the class and number of shares of the Corporation
which  are  owned  beneficially  and of  record  by such  stockholder  and  such
beneficial owner.

                  (3)  Notwithstanding   anything  in  the  second  sentence  of
paragraph (A)(2) of this By-Law to the contrary, in the event that the number of
directors  to be  elected  to the  Board  of  Directors  of the  Corporation  is
increased and there is no public  announcement by the Corporation  naming all of
the nominees  for  director or  specifying  the size of the  increased  Board of
Directors  at least 100 days  prior to the first  anniversary  of the  preceding


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year's annual meeting, a stockholder's notice required by this By-Law shall also
be  considered  timely,  but only with respect to nominees for any new positions
created by such  increase,  if it shall be  delivered  to the  Secretary  at the
principal  executive  offices  of the  Corporation  not later  than the close of
business on the 10th day following the day on which such public  announcement is
first made by the Corporation.

            (B) SPECIAL  MEETINGS OF  STOCKHOLDERS.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting  pursuant to the  Corporation's  notice of meeting.  Nominations  of
persons for election to the Board of Directors may be made at a special  meeting
of  stockholders  at  which  directors  are  to  be  elected   pursuant  to  the
Corporation's  notice  of  meeting  (a) by or at the  direction  of the Board of
Directors  or (b)  provided  that the Board of  Directors  has  determined  that
directors  shall  be  elected  at  such  meeting,  by  any  stockholder  of  the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided  for in this  By-Law,  who shall be entitled to vote at the meeting and
who complies with the notice  procedures set forth in this By-Law.  In the event
the  Corporation  calls a special  meeting of  stockholders  for the  purpose of
electing one or more directors to the Board of Directors,  any such  stockholder
may  nominate a person or persons  (as the case may be),  for  election  to such
position(s)  as  specified  in  the  Corporation's  notice  of  meeting,  if the
stockholder's  notice  required  by  paragraph  (A)(2) of this  By-Law  shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier  than the close of  business on the 120th day prior to such  special
meeting  and not later than the close of  business  on the later of the 90th day
prior to such special  meeting or the 10th day following the day on which public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event  shall the public  announcement  of an  adjournment  of a special  meeting
commence a new time period for the giving of a stockholder's notice as described
above.

            (C) GENERAL.  (1) Only such persons who are  nominated in accordance
with the  procedures  set forth in this  By-Law  shall be  eligible  to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this By-Law.  Except as otherwise  provided by law, the Certificate
of  Incorporation  or these By-Laws,  the Chairman of the meeting shall have the
power and duty to determine  whether a nomination or any business proposed to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this By-Law and, if any  proposed
nomination  or business is not in compliance  with this By-Law,  to declare that
such defective proposal or nomination shall be disregarded.

                  (2) For purposes of this By-Law,  "public  announcement" shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  By-Law.  Nothing  in this  By-Law  shall be deemed to affect  any
rights  (i)  of   stockholders   to  request   inclusion  of  proposals  in  the
Corporation's  proxy statement  pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred  Stock to elect  directors  under
specified circumstances.

            SECTION 2.8.  PROCEDURE  FOR ELECTION OF DIRECTORS;  REQUIRED  VOTE.
Election of directors at all meetings of the stockholders at which directors are
to be elected shall be by ballot,  and,  subject to the rights of the holders of
any series of Preferred Stock to elect directors under specified  circumstances,
a plurality of the votes cast thereat shall elect directors. Except as otherwise
provided by law, the  Certificate of  Incorporation,  or these  By-Laws,  in all
matters other than the election of directors, the affirmative vote of a majority
of the  shares  present in person or  represented  by proxy at the  meeting  and
entitled to vote on the matter shall be the act of the stockholders.



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            SECTION 2.9. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE Polls.
The Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors  may include  individuals  who serve the  Corporation in
other capacities,  including, without limitation, as officers, employees, agents
or  representatives,  to act at the meetings of stockholders  and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any  inspector  who fails to act. If no inspector or alternate  has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector,  before  discharging  his or her duties,  shall take and sign an oath
faithfully  to execute  the duties of  inspector  with strict  impartiality  and
according  to the best of his or her  ability.  The  inspectors  shall  have the
duties prescribed by law.

            The  Chairman of the meeting  shall fix and  announce at the meeting
the date and time of the  opening  and the  closing of the polls for each matter
upon which the stockholders will vote at a meeting.

            SECTION 2.10. NO STOCKHOLDER  ACTION BY WRITTEN CONSENT.  Subject to
the rights of the holders of any series of Preferred  Stock with respect to such
series of Preferred  Stock,  any action required or permitted to be taken by the
stockholders of the Corporation must be taken at an annual or special meeting of
stockholders  of the  Corporation and may not be taken by any consent in writing
by such stockholders.

                                   ARTICLE III

                               BOARD OF DIRECTORS

            SECTION  3.1.  GENERAL  POWERS.  The  business  and  affairs  of the
Corporation  shall be managed under the direction of the Board of Directors.  In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful  acts and things as are not by statute or by the  Certificate
of  Incorporation  or by these  By-Laws  required to be exercised or done by the
stockholders.

            SECTION  3.2.  NUMBER,  TENURE  AND  QUALIFICATIONS.  Subject to the
rights of the holders of any series of Preferred  Stock to elect directors under
specified  circumstances,  the number of  directors  shall be fixed from time to
time  exclusively  pursuant to a  resolution  adopted by a majority of the Whole
Board. The directors,  other than those who may be elected by the holders of any
series of Preferred Stock under specified circumstances,  shall be divided, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as is  reasonably  possible,  with each  director to hold
office until his or her successor shall have been duly elected and qualified. At
each annual  meeting of  stockholders,  (i)  directors  elected to succeed those
directors  whose  terms then  expire  shall be  elected  for a term of office to
expire at the third  succeeding  annual  meeting  of  stockholders  after  their
election,  with each  director to hold office until his or her  successor  shall
have been duly elected and qualified,  and (ii) if authorized by a resolution of
the Board of  Directors,  directors  may be elected  to fill any  vacancy on the
Board of Directors, regardless of how such vacancy shall have been created.

            SECTION 3.3.  REGULAR  MEETINGS.  A regular  meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same  place as,  the Annual  Meeting  of  Stockholders.  The Board of
Directors  may,  by  resolution,  provide  the time and place for the holding of
additional regular meetings without other notice than such resolution.

            SECTION  3.4.  SPECIAL  MEETINGS.  Special  Meetings of the Board of
Directors  shall be called at the  request of the  Chairman  of the  Board,  the
President or a majority of the Board of Directors then in office.  The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
the place and time of the meetings.

            SECTION  3.5.  NOTICE.  Notice of any special  meetings of directors
shall be given to each  director at his business or residence in writing by hand
delivery,  first-class  or  overnight  mail  or  courier  service,  telegram  or
facsimile  transmission,  or orally by telephone. If mailed by first-class mail,


<PAGE>

such notice shall be deemed  adequately  delivered  when deposited in the United
States mails so  addressed,  with postage  thereon  prepaid,  at least five days
before such meeting.  If by telegram,  overnight mail or courier  service,  such
notice shall be deemed  adequately  delivered  when the telegram is delivered to
the  telegraph  company  or the notice is  delivered  to the  overnight  mail or
courier service company at least  twenty-four  hours before such meeting.  If by
facsimile  transmission,  such notice shall be deemed adequately  delivered when
the notice is  transmitted  at least  twelve hours  before such  meeting.  If by
telephone or by hand  delivery,  the notice shall be given at least twelve hours
prior to the time set for the meeting. Neither the business to be transacted at,
nor the  purpose of, any  regular or special  meeting of the Board of  Directors
need be specified in the notice of such meeting,  except for amendments to these
By-Laws,  as  provided  under  Section  8.1.  A meeting  may be held at any time
without  notice if all the  directors  are present or if those not present waive
notice of the meeting in accordance with Section 6.4 of these By-Laws.

            SECTION  3.6.  ACTION BY CONSENT OF BOARD OF  DIRECTORS.  Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

            SECTION 3.7. CONFERENCE TELEPHONE MEETINGS.  Members of the Board of
Directors,  or any committee thereto,  may participate in a meeting of the Board
of  Directors  or such  committee  by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can  hear  each  other,  and  such  participation  in a  meeting  shall
constitute presence in person at such meeting.

            SECTION  3.8.  QUORUM.  Subject  to Section  3.9, a whole  number of
directors  equal to at least a majority of the Whole Board  shall  constitute  a
quorum for the  transaction  of business,  but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the directors
present may adjourn the meeting from time to time without  further  notice.  The
act of the majority of the  directors  present at a meeting at which a quorum is
present shall be the act of the Board of Directors.  The directors  present at a
duly  organized  meeting may continue to transact  business  until  adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

            SECTION 3.9. VACANCIES.  Subject to applicable law and the rights of
the  holders of any series of  Preferred  Stock with  respect to such  series of
Preferred  Stock,  and  unless  the  Board of  Directors  otherwise  determines,
vacancies  resulting  from  death,  resignation,  retirement,  disqualification,
removal from office or other cause,  and newly created  directorships  resulting
from any increase in the authorized  number of directors,  may be filled only by
the affirmative vote of a majority of the remaining directors,  though less than
a quorum of the Board of  Directors,  and  directors so chosen shall hold office
for a term expiring at the annual meeting of  stockholders  at which the term of
office of the  class to which  they have been  elected  expires  and until  such
director's successor shall have been duly elected and qualified.  No decrease in
the number of authorized  directors  constituting  the Whole Board shall shorten
the term of any incumbent director.

            SECTION 3.10. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors
may,  by  resolution  adopted by a majority  of the Whole  Board,  designate  an
Executive  Committee to exercise,  subject to applicable  provisions of law, all
the powers of the Board in the  management  of the  business  and affairs of the
Corporation when the Board is not in session,  including without  limitation the
power to declare  dividends,  to  authorize  the  issuance of the  Corporation's
capital  stock and to adopt a certificate  of ownership  and merger  pursuant to
Section 253 of the General Corporation law of the State of Delaware, and may, by
resolution  similarly  adopted,  designate  one or more  other  committees.  The
Executive  Committee and each such other  committee shall consist of two or more
directors of the  Corporation.  The Board may designate one or more directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any  meeting  of the  committee.  Any such  committee,  other than the
Executive Committee (the powers of which are expressly provided for herein), may
to the  extent  permitted  by law  exercise  such  powers  and  shall  have such
responsibilities  as shall be specified in the  designating  resolution.  In the
absence or disqualification  of any member of such committee or committees,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not constituting a quorum,  may unanimously  appoint another


<PAGE>

member of the  Board to act at the  meeting  in the place of any such  absent or
disqualified   member.   Each  committee  shall  keep  written  minutes  of  its
proceedings and shall report such proceedings to the Board when required.

            A majority of any  committee  may  determine  its action and fix the
time and place of its meetings, unless the Board shall otherwise provide. Notice
of such  meetings  shall be given to each member of the  committee in the manner
provided for in Section 3.5 of these By-Laws.  The Board shall have power at any
time to fill  vacancies in, to change the membership of, or to dissolve any such
committee.  Nothing herein shall be deemed to prevent the Board from  appointing
one or more  committees  consisting  in whole or in part of persons  who are not
directors of the Corporation;  PROVIDED,  HOWEVER,  that no such committee shall
have or may exercise any authority of the Board.

            SECTION 3.11.  REMOVAL.  Subject to the rights of the holders of any
series of Preferred  Stock with respect to such series of Preferred  Stock,  any
director,  or the entire Board of  Directors,  may be removed from office at any
time, but only for cause and only by the  affirmative  vote of the holders of at
least 80% of the voting  power of all of the  then-outstanding  shares of Voting
Stock, voting together as a single class.

            SECTION 3.12. RECORDS. The Board of Directors shall cause to be kept
a record  containing the minutes of the proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper  conduct of the business
of the Corporation.


                                   ARTICLE IV

                                    OFFICERS

            SECTION  4.1.  ELECTED   OFFICERS.   The  elected  officers  of  the
Corporation shall be a Chairman of the Board of Directors,  a President,  one or
more  Vice-Presidents,  a  Secretary,  a  Treasurer,  and  such  other  officers
(including,  without  limitation,  a Chief  Financial  Officer)  as the Board of
Directors from time to time may deem proper.  The Chairman of the Board shall be
chosen from among the directors.  All officers elected by the Board of Directors
shall each have such powers and duties as generally  pertain to their respective
offices,  subject to the specific  provisions  or this ARTICLE IV. Such officers
shall also have such powers and duties as from time to time may be  conferred by
the Board of Directors or by any  committee  thereof.  The Board of Directors or
any committee  thereof may from time to time elect, or the Chairman of the Board
or President may appoint,  such other officers  (including one or more Assistant
Vice  President,  Assistant  Secretaries,  Assistant  Treasurers,  and Assistant
Controllers)  and such agents,  as may be necessary or desirable for the conduct
of the business of the  Corporation.  Such other  officers and agents shall have
such duties and shall hold their  offices for such terms as shall be provided in
these  By-Laws  or as may be  prescribed  by the  Board  of  Directors  or  such
committee or by the Chairman of the Board or President, as the case may be.

            SECTION 4.2.  ELECTION AND TERM OF OFFICE.  The elected  officers of
the  Corporation  shall be elected  annually  by the Board of  Directors  at the
regular  meeting of the Board of Directors  held after the annual meeting of the
stockholders.  If the  election of officers  shall not be held at such  meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office  until his or her  successor  shall have been duly elected and shall
have qualified or until his death or until he shall resign,  but any officer may
be removed from office at any time by the affirmative  vote of a majority of the
Whole Board or,  except in the case of an officer or agent  elected by the Board
of Directors,  by the Chairman of the Board or President.  Such removal shall be
without prejudice to the contractual rights, if any, of the person so removed.

            SECTION 4.3.  CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders  and of the Board of Directors.  The
Chairman of the Board shall be  responsible  for the general  management  of the
affairs of the Corporation and shall perform all duties incidental to his or her


<PAGE>

office  which may be required by law and all such other  duties as are  properly
required of him by the Board of  Directors.  He or she shall make reports to the
Board of  Directors  and the  stockholders,  and shall see that all  orders  and
resolutions  of the Board of Directors and of any committee  thereof are carried
into  effect.  The  Chairman  of the Board may also  serve as  President,  if so
elected by the Board of Directors.

            SECTION  4.4.  PRESIDENT.  The  President  shall have such power and
perform  such  duties as may from time to time be  assigned to him or her by the
Board of Directors, the Chief Executive Officer (if such position is held by one
other than the President) or prescribed by these By-Laws.

            SECTION 4.5.  VICE-PRESIDENTS.  Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him or her by the
Board of Directors.

            SECTION 4.6. CHIEF FINANCIAL  OFFICER.  The Chief Financial  Officer
(if any) shall be a Vice President and act in an executive  financial  capacity.
He or she shall  assist  the  Chairman  of the Board  and the  President  in the
general supervision of the Corporation's financial policies and affairs.

            SECTION 4.7.  TREASURER.  The Treasurer shall perform such duties
and have such powers as are usually incident to the office of the Treasurer or
which may be assigned to him or her by the Board of Directors.

            SECTION 4.8. SECRETARY. The Secretary shall keep or cause to be kept
in one or more books  provided for that purpose,  the minutes of all meetings of
the  Board of  Directors,  the  committees  of the  Board of  Directors  and the
stockholders;  he or she shall see that all notices are duly given in accordance
with the  provisions of these By-Laws and as required by law; he or she shall be
custodian  of the records and the seal of the  Corporation  and affix and attest
the seal to all stock  certificates of the  Corporation  (unless the seal of the
Corporation on such certificates shall be a facsimile,  as hereinafter provided)
and affix and attest the seal to all other documents to be executed on behalf of
the Corporation under its seal; and he or she shall see the that books, reports,
statements,  certificates  and other documents and records required by law to be
kept and filed are  properly  kept and filed;  and in  general,  he or she shall
perform all the duties incident to the office of Secretary and such other duties
as from time to time may be  assigned  to him or her by the Board of  Directors,
the Chairman of the Board of Directors or the President.

            SECTION 4.9. REMOVAL.  Any officer elected,  or agent appointed,  by
the Board of Directors may be removed by the  affirmative  vote of a majority of
the  Whole  Board  whenever,  in  their  judgment,  the  best  interests  of the
Corporation  would be served  thereby.  Any  officer or agent  appointed  by the
Chairman of the Board or the President may be removed by him or her whenever, in
his or her  judgment,  the best  interests  of the  Corporation  would be served
thereby.  No elected  officer  shall have any  contractual  rights  against  the
Corporation  for  compensation by virtue of such election beyond the date of the
election of his or her successor,  his or her death,  his or her  resignation or
his or her  removal,  whichever  event shall first  occur,  except as  otherwise
provided in an employment  contract or under an employee  deferred  compensation
plan.

            SECTION  4.10.  VACANCIES.  A newly  created  elected  office  and a
vacancy in any elected office because of death,  resignation,  or removal may be
filled by the Board of Directors  for the  unexpired  portion of the term at any
meeting of the Board of  Directors.  Any vacancy in an office  appointed  by the
Chairman of the Board or the President because of death, resignation, or removal
may be filled by the Chairman of the Board or the President.

                                    ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

            SECTION 5.1. STOCK CERTIFICATES AND TRANSFERS.  The interest of each
stockholder of the Corporation  shall be evidenced by certificates for shares of
stock in such form as the appropriate  officers of the Corporation may from time
to  time  prescribe.  The  shares  of the  stock  of the  Corporation  shall  be


<PAGE>

transferred  on the books of the  Corporation by the holder thereof in person or
by his attorney,  upon surrender for  cancellation of certificates  for at least
the same number of shares,  with an  assignment  and power of transfer  endorsed
thereon or attached thereto, duly executed,  with such proof of the authenticity
of the signature as the Corporation or its agents may reasonably require.

            The  certificates  of  stock  shall  be  signed,  countersigned  and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer,  transfer agent or registrar before such certificate is issued, it
may be  issued  by the  Corporation  with the  same  effect  as if he were  such
officer, transfer agent or registrar at the date of issue.

            SECTION 5.2. LOST, STOLEN OR DESTROYED CERTIFICATES.  No certificate
for  shares  of  stock  in the  Corporation  shall  be  issued  in  place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such  evidence  of such loss,  destruction  or theft and on  delivery  to the
Corporation  of a bond of indemnity in such amount,  upon such terms and secured
by such surety, as the Board of Directors or any financial officer may in its or
his or her discretion require.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

            SECTION 6.1.  FISCAL YEAR.  The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December
each year.

            SECTION 6.2. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions  provided by law and the Certificate of
Incorporation.

            SECTION 6.3.  SEAL.  The corporate seal shall have inscribed thereon
the words "Corporate Seal", the year of incorporation and around the margin
thereof the words "Journal Register Company -- Delaware."

            SECTION 6.4. WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation  under the provisions of
the General  Corporation Law of the State of Delaware or these By-Laws, a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such  notice.  Neither the business to be  transacted  at, nor the
purpose of, any annual or special  meeting of the  stockholders  or the Board of
Directors or committee thereof need be specified in any waiver of notice of such
meeting.

            SECTION  6.5.  AUDITS.  The  accounts,  books  and  records  of  the
Corporation  shall be audited  upon the  conclusion  of each  fiscal  year by an
independent certified public accountant selected by the Board of Directors,  and
it shall be the duty of the Board of  Directors  to cause  such audit to be done
annually.

            SECTION 6.6.  RESIGNATIONS.  Any  director or any  officer,  whether
elected or appointed,  may resign at any time by giving  written  notice of such
resignation to the Chairman of the Board, the President,  or the Secretary,  and
such resignation  shall be deemed to be effective as of the close of business on
the date said notice is received by the Chairman of the Board, the President, or
the Secretary,  or at such later time as is specified therein.  No formal action
shall be required of the Board of Directors or the stockholders to make any such
resignation effective.

                                   ARTICLE VII

                            CONTRACTS, PROXIES, ETC.



<PAGE>

            SECTION 7.1.  CONTRACTS.  Except as  otherwise  required by law, the
Certificate  of  Incorporation   or  these  By-Laws,   any  contracts  or  other
instruments  may be executed and  delivered in the name and on the behalf of the
Corporation  by such  officer or  officers  of the  Corporation  as the Board of
Directors  may from  time to time  direct.  Such  authority  may be  general  or
confined to specific  instances as the Board may determine.  The Chairman of the
Board, the President or any Vice President may execute bonds, contracts,  deeds,
leases  and other  instruments  to be made or  executed  for or on behalf of the
Corporation.  Subject to any  restrictions  imposed by the Board of Directors or
the  Chairman  of  the  Board,  the  President  or  any  Vice  President  of the
Corporation may delegate contractual powers to others under his jurisdiction, it
being understood,  however,  that any such delegation of power shall not relieve
such officer of  responsibility  with respect to the exercise of such  delegated
power.

            SECTION  7.2.  PROXIES.  Unless  otherwise  provided  by  resolution
adopted by the Board of Directors,  the Chairman of the Board,  the President or
any Vice  President  may from time to time  appoint an attorney or  attorneys or
agent  or  agents  of  the  Corporation,  in  the  name  and  on  behalf  of the
Corporation,  to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other  corporation,  any of whose
stock or other  securities  may be held by the  Corporation,  at meetings of the
holders  of the  stock or other  securities  of such  other  corporation,  or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other  corporation,  and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such  consent,  and may execute
or cause to be executed in the name and on behalf of the  Corporation  and under
its corporate seal or otherwise,  all such written proxies or other  instruments
as he may deem necessary or proper in the premises.

                                  ARTICLE VIII

                                   AMENDMENTS

            SECTION 8.1. AMENDMENTS.  These By-Laws may be altered,  amended, or
repealed  at any  meeting  of the  Board of  Directors  or of the  stockholders,
provided  notice of the  proposed  change was given in the notice of the meeting
and, in the case of a meeting of the Board of  Directors,  in a notice given not
less than two days prior to the meeting.