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

                                    FORM 10-Q

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

                  For the quarterly period ended April 1, 2001

                                       OR

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

                 For the transition period from ______ to ______

                         Commission File Number: 1-12955



                            JOURNAL REGISTER COMPANY
             (Exact Name of Registrant as Specified in Its Charter)


                    DELAWARE                                  22-3498615
(State or Other Jurisdiction of Incorporation             (I.R.S. Employer
                or Organization)                          Identification No.)

      50 WEST STATE STREET, TRENTON, NEW JERSEY           08608-1298
       (Address of Principal Executive Offices)           (Zip Code)

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

          ------------------------------------------------------------
        (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

    Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No ____

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: common stock, $.01 par value
per share 42,026,506 shares outstanding (exclusive of treasury shares) as of May
14, 2001.

================================================================================
<PAGE>

                            JOURNAL REGISTER COMPANY

                               INDEX TO FORM 10-Q



PART I.             FINANCIAL INFORMATION

                                                                        PAGE NO.
                                                                        --------

   Item 1.    Financial Statements (Unaudited):

              Condensed Consolidated Balance Sheets..........................  1

              Condensed Consolidated Statements of Income....................  2

              Condensed Consolidated Statements of Cash Flows................  3

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

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

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

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.............................................. 12

   Item 6.    Exhibits and Reports on Form 8-K............................... 12

   Signature  ............................................................... 13


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<PAGE>




                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                            JOURNAL REGISTER COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                         APRIL 1,              DECEMBER 31,
                                                                          2001                     2000
                                                                       ------------            ------------

<S>                                                                     <C>                  <C>
ASSETS:
Current assets:
  Cash and cash equivalents                                             $   1,204            $   6,495
  Accounts receivable, less allowance for doubtful
    accounts of $4,524 in 2001 and $3,443 in 2000                          47,280               54,078
  Inventories                                                               8,572                9,104
  Deferred income taxes                                                     4,107                1,801
  Other current assets                                                      8,831                7,881
                                                                         --------             --------
Total current assets                                                       69,994               79,359

Property, plant and equipment                                             215,563              223,841
  Less accumulated depreciation                                          (111,764)            (119,663)
                                                                         --------             --------
                                                                          103,799              104,178
Intangible and other assets, net of accumulated amortization
 of  $59,412 in 2001 and $56,792 in 2000                                  468,464              473,813
                                                                         --------             --------
Total assets                                                            $ 642,257            $ 657,350
                                                                        =========            =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Current maturities of long-term debt                                  $  24,195            $  22,625
  Accounts payable                                                          7,144               10,758
  Accrued interest                                                          5,636                6,155
  Deferred revenue                                                          8,808                8,529
  Accrued salaries and vacation                                             5,133                4,984
  Other accrued expenses and current liabilities                           30,670               21,116
                                                                         --------             --------
Total current liabilities                                                  81,586               74,167

Senior debt, less current maturities                                      446,054              472,010
Deferred income taxes                                                      31,549               29,756
Accrued retiree benefits and other liabilities                             13,262               14,095
Income taxes payable                                                      113,165              123,048

Commitments and contingencies

Stockholders' deficit:
Common stock, $.01 par value per share, 300,000,000 shares
 authorized, 48,437,581 issued at April 1, 2001 and December 31, 2000         484                  484
  Additional paid-in capital                                              358,274              358,268
  Accumulated deficit                                                    (317,370)            (366,775)
                                                                         --------             --------
                                                                           41,388               (8,023)

    Less treasury stock, shares at cost
    2001- 5,721,350; 2000 - 3,583,385                                     (82,244)             (47,703)
    Accumulated other comprehensive loss, net of tax                       (2,503)                --
                                                                         --------             --------
Net stockholders' deficit                                                 (43,359)             (55,726)
                                                                         --------             --------
Total liabilities and stockholders' deficit                             $ 642,257            $ 657,350
                                                                         ========             ========

</TABLE>
                             SEE ACCOMPANYING NOTES.

                                       1

<PAGE>


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



                                                      THIRTEEN WEEKS ENDED
                                                    APRIL 1,         MARCH 26,
                                                     2001             2000
                                                  ------------     ------------
Revenues:
    Advertising                                   $  68,302        $  83,455
    Circulation                                      21,816           24,457
                                                  ------------     ------------
Newspaper revenues                                   90,118          107,912
Commercial printing and other                         4,819            5,295
                                                  ------------     ------------
Total revenues                                       94,937          113,207

Operating expenses:
    Salaries and employee benefits                   33,517           39,760
    Newsprint, ink and printing charges               9,357           11,438
    Selling, general and administrative              11,689           12,113
    Depreciation and amortization                     6,554            7,085
    Other                                            12,959           14,990
                                                  ------------     ------------
Total operating expenses                             74,076           85,386

Operating income                                     20,861           27,821
Net interest expense and other                       (8,273)         (13,214)
Gain on sale of newspaper properties                 32,212               --
                                                  ------------     ------------

Income before provision for income taxes and
  equity interest                                    44,800           14,607
Taxes on income (benefit)                            (4,935)           5,770
                                                  ------------     ------------
Income before equity interest                       49,735             8,837
Equity interest                                       (330)            (365)
                                                  ------------     ------------
Net income                                        $ 49,405         $  8,472
                                                  ============     ============

Net income per share:
    (basic and diluted)                           $   1.12         $   0.19

Weighted average shares outstanding:
    Basic                                           43,691           45,612
    Diluted                                         43,975           45,612





                             SEE ACCOMPANYING NOTES.


                                       2


<PAGE>


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


<TABLE>
<CAPTION>

                                                                      THIRTEEN WEEKS ENDED
                                                                    APRIL 1,        MARCH 26,
                                                                      2001            2000
                                                                    -----------    ------------


CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>            <C>
  Net income                                                         $  49,405      $   8,472
  Adjustments to reconcile net income to net cash provided by
  (used for) operating activities:
    Provision for losses on accounts receivable                            954            926
    Depreciation and amortization                                        6,554          7,085
    Change in deferred taxes                                              (513)           836
    Loss on equity investment                                              330            365
    Gain on sale of newspaper properties                               (32,212)            --
    Other, net                                                         (12,682)         1,887
                                                                    ------------     ----------
  Net cash provided by operating activities                             11,836         19,571

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net additions to property, plant and equipment                        (1,319)        (1,442)
  Net additions to construction in progress                             (6,036)        (1,827)
  Net proceeds from the sale and purchase of newspaper properties       49,148             --
                                                                    ------------     ----------
  Net cash provided by (used in) investing activities                   41,793         (3,269)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of senior debt                                             (24,385)        (5,907)
  Exercise of stock options for common stock                               129             --
  Purchase of treasury shares                                          (34,664)       (10,924)
                                                                    ------------     ----------
  Net cash used in financing activities                                (58,920)       (16,831)
                                                                    ------------     ----------

  Increase (decrease) in cash and cash equivalents                      (5,291)          (529)
    Cash and cash equivalents, beginning of period                       6,495          3,090
                                                                    ------------     ----------
    Cash and cash equivalents, end of period                        $    1,204       $  2,561
                                                                    ===========      ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
    Interest                                                        $    8,937       $ 13,815
    Income taxes                                                    $      641       $    634


</TABLE>

                             SEE ACCOMPANYING NOTES

                                       3

<PAGE>



                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  April 1, 2001




1.       ORGANIZATION AND BASIS OF PRESENTATION

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

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

         The Company has authorized 1,000,000 shares of Preferred Stock, none of
which were issued or outstanding during the periods for which the financial
statements are presented.

         The condensed consolidated interim financial statements included herein
have been prepared by the Company, without audit, in accordance with generally
accepted accounting principles ("GAAP") and pursuant to the rules and
regulations of the Securities and Exchange Commission. The condensed
consolidated interim financial statements do not include all the information and
footnote disclosure required by GAAP for complete financial statements. In the
opinion of the Company's management, the accompanying unaudited condensed
consolidated financial statements contain all material adjustments (consisting
only of normal recurring accruals) necessary to present fairly its financial
position as of April 1, 2001 and December 31, 2000 and the results of its
operations and cash flows for the 13 week periods ended April 1, 2001 and March
26, 2000. These financial statements should be read in conjunction with the
December 31, 2000 audited Consolidated Financial Statements and Notes thereto.
The interim operating results are not necessarily indicative of the results to
be expected for an entire year.


2.       EARNINGS PER COMMON SHARE

         The following table sets forth the computation of weighted-average
shares outstanding for calculating both basic and diluted earnings per share:

<TABLE>
<CAPTION>

                                                                                       ($ IN THOUSANDS)
                                                                                     THIRTEEN WEEKS ENDED
                                                                                 APRIL 1,          MARCH 26,
                                                                                   2001              2000
                                                                                ------------     --------------

<S>                                                                                 <C>                 <C>
  Weighted-average shares for basic earnings per share                              43,691              45,612
  Effect of dilutive securities: employee stock options                                284                  --
                                                                                ------------     --------------
  Adjusted weighted-average shares for diluted earnings per share                   43,975              45,612
                                                                                ============     ==============

</TABLE>

         Options to purchase 1.5 million shares of common stock at a range of
$16.50 to $22.50 were outstanding during the three month period ended April 1,
2001, but were not included in the computation of the diluted EPS because the
exercise prices of those options were greater than the average market price of
the common shares. For the three month period ended March 26, 2000 there was no
dilutive effect from the employee stock options.

                                       4

<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  April 1, 2001



3.       COMMON STOCK

         The Company's Board of Directors has authorized the use of up to $100.0
million per year for the repurchase of the Company's Common Stock. Shares under
the stock repurchase program are to be purchased at management's discretion,
either in the open market or in privately negotiated transactions. Since
December 26, 1999 and as of April 1, 2001, the Company had repurchased 5.8
million shares at a total cost of approximately $82.6 million



4.       ACQUISITIONS AND DISPOSITIONS

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

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

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

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

         All acquisitions and sales are subject to the finalization of customary
purchase price adjustments and closing costs. Proceeds from the sales were used
to reduce the Company's outstanding debt, purchase treasury shares, make a
strategic acquisition in the Company's Greater Philadelphia cluster and for
general corporate purposes.


5.       HEDGING ACTIVITY

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

         In accordance with the terms of its Credit Agreement, the Company is
required to maintain certain Interest Rate Protection Agreements ("IRPAs") on a
portion of its debt, to reduce the potential exposure of the Company's future
cash flows due to fluctuations in the variable interest rates on which the
interest on the outstanding debt is calculated. The minimum requirement varies
depending on the Company's Total Leverage Ratio, as defined in the Credit
Agreement. From time to time the Company may enter into additional IRPAs for
nominal amounts on the outstanding debt that will, at a minimum, meet the
requirements of the Credit Agreement. Each IRPA is designated for all or a
portion of the principal balance and term of a specific debt obligation.

                                       5

<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  April 1, 2001



          IRPAs as of April 1, 2001 included swap agreements with a notional
principal amount of $250.0 million, which expire as follows:


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



         The debt obligations hedged by the IRPAs bear interest at a variable
LIBOR interest rate. In accordance with the terms of the IRPAs the Company pays
or receives the differential between the variable LIBOR rate and a fixed rate of
interest. The IRPA is structured to coincide with interest payments made on the
debt obligations and is placed with large multinational banks. The fixed
interest rates of the IRPAs at April 1, 2001 are approximately 5.85%. The
Company has designated its current IRPAs to be cash flow hedges.


         Upon adoption of SFAS 133 the fair market value of the derivative is
reported as a transition adjustment to Other Comprehensive Income/Loss (OCI). On
January 1, 2001 the Company recorded a deferred transition gain of $120,000
after tax. The interest rate swaps were fully effective in hedging the changes
in cash flows related to the debt obligation during the thirteen week period
ending April 1, 2001. For the first quarter 2001, the IRPAs provided a realized
pretax benefit of $129,000 that has been reported as an offset to interest
expense. The total deferred loss reported in OCI is approximately $2.5 million
(net of $1.6 million of income taxes).

<TABLE>
<CAPTION>

                                                              OTHER COMPREHENSIVE INCOME (LOSS)
                                                                       ($ IN THOUSANDS)

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


</TABLE>
                                       6

<PAGE>


                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  April 1, 2001




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

GENERAL

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

         As of April 1, 2001 the Company owned and operated 22 daily newspapers
and 171 non-daily publications strategically clustered in six geographic areas:
Connecticut; Philadelphia and its surrounding areas; Greater Cleveland Area of
Ohio; central New England; and the Capital-Saratoga and Mid-Hudson, New York
regions. As of April 1, 2001 the Company had total paid daily circulation of
approximately 534,000, total paid Sunday circulation of approximately 509,000
and total non-daily distribution of approximately 2.3 million.

         The Company's objective is to continue its growth in revenues, EBITDA
and net income. The principal elements of the Company's strategy are to: (i)
expand advertising revenues and readership; (ii) grow by acquisition; (iii)
capture synergies from geographic clustering; and (iv) implement consistent
operating policies and standards. From 1993 through present, the Company
successfully completed 18 strategic acquisitions, acquiring 13 daily newspapers,
139 non-daily publications and three commercial printing companies, two of which
print a number of the non-daily publications and a third which is a premium
quality sheet-fed printing company.

         The Company sold certain of its operations in the Greater St. Louis
area in two transactions in August and October of 2000 and two daily newspapers
and a commercial printing operation in the south central part of Ohio on January
31, 2001. These sales resulted in a strategic repositioning in six geographic
clusters and a reduction in the Company's leverage. Proceeds from the sales were
used to reduce the Company's outstanding debt, purchase treasury shares, make a
strategic acquisition in the Company's Greater Philadelphia cluster and for
general corporate purposes.

         The Company's management believes that its newspapers are effective in
addressing the needs of local readers and advertisers. The Company's management
believes that because its newspapers rely on a broad base of local retail and
local classified advertising, rather than more volatile national and major
account advertising, its advertising revenues tend to be relatively stable.

         As part of the Company's strategy, the Company focuses on increasing
advertising and circulation revenues and expanding readership at its existing
and newly acquired properties. The Company has also developed certain operating
policies and standards which it believes have resulted in significant
improvements in the cash flow and profitability of its existing and acquired
newspapers, including: (i) focusing on local content, (ii) maintaining and
improving product quality, (iii) enhancing distribution and (iv) promoting
community involvement.

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

THIRTEEN WEEK PERIOD ENDED APRIL 1, 2001 COMPARED TO THIRTEEN WEEK PERIOD ENDED
MARCH 26, 2000

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

         SUMMARY.  Net income for the period ended April 1, 2001 was $49.4
million or $1.12 per diluted share, versus $8.5 million, or $0.19 per diluted
shared for the period ended March 26, 2000. Excluding the gain on sale of the

                                       7
<PAGE>


Company's two Ohio properties, pro forma net income was $7.4 million or $0.17
per diluted share for the period ended April 1, 2001 versus $8.3 million, or
$0.18 per diluted share for the period ended March 26, 2000.

         REVENUES. Revenues decreased $18.3 million, or 16.1% to $94.9 million
mainly due to the sale of the St.  Louis and Ohio properties.

         PRO FORMA REVENUES. Pro forma revenues decreased $1.4 million or 1.5%
to $92.9 million. Pro forma advertising revenues decreased $784,000 or 1.2%. Pro
forma circulation revenues decreased $681,000 or 3.1%, while commercial printing
and other revenue increased $29,000. Pro forma online revenues, included in
advertising revenues, were approximately $820,000, an increase of approximately
42.0%.

         SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefit expenses
were 35.3% of the Company's revenues in the period ended April 1, 2001, as
compared to 35.1% in the period ended March 26, 2000. Salaries and employee
benefits decreased $6.2 million, or 15.7% in the period ended April 1, 2001 to
$33.5 million principally due to the sale of the Greater St. Louis cluster
newspaper properties. On a pro forma basis, salaries and employee benefits
decreased $1.2 million, or 3.5%, to $32.6 million.

         NEWSPRINT, INK AND PRINTING CHARGES. In the period ended April 1, 2001,
newsprint, ink and printing charges were 9.9% of the Company's revenues, as
compared to 10.1% in the period ended March 26, 2000. Newsprint, ink and
printing charges in the period ended April 1, 2001 decreased approximately $2.1
million, or 18.2%, as compared to the period ended March 26, 2000, principally
due to the sale of the Greater St. Louis cluster newspaper properties. On a pro
forma basis newsprint, ink and printing charges increased $527,000, or 6.1%, to
$9.1 million mainly due to higher newsprint prices, partially offset by a
reduction in consumption.

         SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses were 12.3% and 10.7% of the Company's revenues in the
periods ended April 1, 2001 and March 26, 2000, respectively. Selling, general
and administrative expenses in the period ended April 1, 2001 decreased
$424,000, or 3.5%, to $11.7 million. On a pro forma basis selling, general and
administrative expenses increased $1.6 million, or 16.2%, to $11.5 million,
primarily due to revenue related promotional expenditures.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
were 6.9% of the Company's revenues in the period ended April 1, 2001 as
compared to 6.3% in the period ended March 26, 2000. Depreciation and
amortization expenses in the period ended April 1, 2001 decreased $531,000 or
7.5%, to $6.6 million. On a pro forma basis depreciation and amortization was
flat. Amortization of goodwill in the period ended April 1, 2001 was
approximately $3.1 million.

         OTHER EXPENSES. Other expenses were 13.7% and 13.2% of the Company's
revenues in the periods ended April 1, 2001 and March 26, 2000, respectively.
Other expenses decreased $2.0 million, or 13.6%, to $13.0 million in the period
ended April 1, 2001. On a pro forma basis other expenses increased $403,000, or
3.3%, to $12.6 million.

         OPERATING INCOME. Operating income was $20.9 million for the period
ended April 1, 2001 as compared to $27.8 million in the period ended March 26,
2000. On a pro forma basis operating income was $20.6 million for the period
ended April 1, 2001 as compared to $23.4 million in the period ended March 26,
2000.

         NET INTEREST AND OTHER EXPENSE. Net interest and other expense
decreased $4.9 million or 37.4% in the period ended April 1, 2001 as compared to
the period ended March 26, 2000 principally due to a reduction in average net
debt outstanding. On a pro forma basis net interest and other expense decreased
$1.1 million, or 11.9%, to $7.9 million.

         GAIN ON SALE OF NEWSPAPER PROPERTIES. On January 31, 2001, the Company
completed the sale of substantially all the assets of THE TIMES REPORTER,
Dover/New Philadelphia (including Midwest Offset, one of the Company's

                                       8
<PAGE>

                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  April 1, 2001



commercial printing companies), and THE INDEPENDENT, Massillon, Ohio and
reported a pretax gain of $32.2 million ($42.1 million after tax).

         PROVISION FOR INCOME TAXES. The Company's effective tax rate excluding
the tax reported on the gain on the sale of the Company's Dover/New Philadelphia
and Massillon properties was 39.5% for the period ended April 1, 2001. A $9.9
million tax benefit on the gain on sale of the Company's Dover/New Philadelphia
and Massillon properties was recorded due to the realization of previously
unrecognized book /tax differences.

         EQUITY INTEREST. The loss on equity interest of $330,000 recorded for
the period ended April 1, 2001 represents the Company's pro rata share of the
net loss for the period of AdOne, LLC, a provider of classified advertising on
the internet, and compares to a loss on equity of $365,000 in the prior year.

         OTHER INFORMATION. EBITDA, excluding the sold newspapers was $27.2
million in the period ended April 1, 2001, a decrease of $2.7 million from the
prior year period. Tangible net income, excluding the sold newspapers decreased
8.0% to $10.4 million in the period ended April 1, 2001 as compared to the
period ended March 26, 2000.


         LIQUIDITY AND CAPITAL RESOURCES

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

         CASH FLOWS FROM OPERATIONS. Net cash provided by operating activities
in the period ended April 1, 2001 was $11.8 million as compared to $19.6 million
in the period ended March 26, 2000.

         CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing
activities was a source of $41.8 million for the period ended April 1, 2001.
Proceeds from the sale of the Company's Dover/New Philadelphia and Massillon
properties were offset by investments in property, plant and equipment and the
acquisition of additional newspaper properties.

         The Company began the construction of its new Philadelphia printing
facility in 2000. As of April 1, 2001, approximately $18.2 million of
expenditures were made in connection with the facility, excluding capitalized
interest. The total cost of the project, which is expected to be completed in
the fourth quarter of 2001, is currently estimated to be $35.4 million,
excluding capitalized interest. The Company expects to fund this construction
project with cash flows from operations and borrowings under its Revolving
Credit Facility.

         The Company's estimated capital spending program (excluding future
acquisitions) for 2001 is approximately $13.0 million. This includes spending on
technology, including prepress and business systems, computer hardware and
software, other machinery and equipment and vehicles. The 2001 capital budget
also includes approximately $23.0 million of capital expenditures associated
with the Philadelphia plant, excluding capitalized interest. The Company
believes its capital expenditure program is sufficient to maintain its current
level and quality of operations. The Company reviews its capital expenditure
program periodically and modifies it as required to meet current needs.

         CASH FLOWS FROM FINANCING ACTIVITIES. Net cash used in financing
activities was $58.9 million in the period ended April 1, 2001 as compared to
net cash used for financing activities of $16.8 million in the period ended
March 26, 2000. The 2001 activity reflects the use of approximately $24.4
million for the repayment of senior debt and $34.7 million in connection with
the Company's stock repurchase program.

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

                                       9
<PAGE>

                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  April 1, 2001


         The Credit Agreement also provides for an uncommitted, multiple draw
term loan facility (the "Incremental Facility") in the amount of up to $500.0
million, as permitted by the administrative agent, to be repaid under conditions
as defined in the Credit Agreement.

         The amounts outstanding under the Company's Credit Agreement bear
interest at (i) 1 3/4% to 1/2% above LIBOR (as defined in the Credit Agreement)
or (ii) 1/2% to 0% above the higher of (a) the Prime Rate (as defined in the
Credit Agreement) or (b) 1/2% above the Federal Funds Rate (as defined in the
Credit Agreement). The interest rate spreads ("the applicable margins") are
dependent upon the ratio of debt to trailing four quarters Cash Flow (as defined
in the Credit Agreement) and reduce as such ratio declines.

         In accordance with the terms of its Credit Agreement, the Company is
required to maintain certain Interest Rate Protection Agreements ("IRPAs") on a
portion of its debt, to reduce the potential exposure of the Company's future
cash flows due to fluctuations in the variable interest rates on which the
interest on the outstanding debt is calculated. The minimum requirement varies
depending on the Company's Total Leverage Ratio, as defined in the Credit
Agreement. From time to time the Company may enter into additional IRPAs for
nominal amounts on the outstanding debt that will, at a minimum, meet the
requirements of the Credit Agreement. Each IRPA is designated for all or a
portion of the principal balance and term of a specific debt obligation. IRPAs
as of April 1, 2001 included swap agreements with an aggregate notional
principal amount of $250.0 million, which expire as follows:


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


         The debt obligations hedged by the IRPA's bear interest at a variable
LIBOR interest rate. In accordance with the terms of the IRPAs the Company pays
or receives the differential between the variable LIBOR rate and a fixed rate of
interest. The IRPA is structured to coincide with interest payments made on the
debt obligations and is placed with large multinational banks. The fixed
interest rates of the IRPAs at April 1, 2001 are approximately 5.85%.

         Upon adoption of SFAS 133 the fair market value of the derivative is
reported as a transition adjustment to Other Comprehensive Income/Loss (OCI). On
January 1, 2001 the Company recorded a deferred transition gain of $120,000
after tax. The interest rate swaps were fully effective in hedging the changes
in cash flows related to the debt obligation during the thirteen week period
ending April 1, 2001. For the first quarter 2001, the IRPAs provided a realized
pretax benefit of $129,000 that has been reported as an offset to interest
expense. The total deferred loss reported in OCI is approximately $2.5 million
(net of $1.6 million of income taxes).

         For the period ended April 1, 2001, the Company's weighted-average
effective interest rate on its outstanding debt balance was approximately 6.92%,
net of the benefit realized on the IRPAs.

         As of April 1, 2001, the Company had outstanding indebtedness under the
Credit Agreement, due and payable in installments through 2006, of $470.2
million, of which $4.3 million was outstanding under the Revolving Credit
Facility. There were $395.7 million of unused and available funds under the
Revolving Credit Facility at April 1, 2001.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to market risk arising from changes in interest
rates associated with its long-term debt obligations. The Company's long-term
debt is at variable interest rates based on LIBOR, the Prime Rate or Federal
Funds Rate each as defined in the Credit Agreement plus a spread over such rate
depending upon leverage pursuant to the credit agreement. To manage its exposure
to fluctuations in interest rates, the Company, enters into certain interest

                                       10
<PAGE>

                            JOURNAL REGISTER COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  April 1, 2001


rate protection agreements, which allows the Company to exchange variable rate
interest for fixed rate, maturing at specific intervals. The difference to be
paid or received as interest rates change is accrued and recognized as an
adjustment of interest expense related to the debt. The related amount payable
to or receivable from counterparties is included in accrued interest.

         At April 1, 2001, the Company had in effect SWAP agreements for an
aggregate notional amount of $250 million. Assuming a 10% increase or reduction
in interest rates the annual impact on the Company's pre-tax earnings would be
approximately $1.4 million.


                                       11

<PAGE>





                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           None.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

           None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           None.

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

           None

ITEM 5.    OTHER INFORMATION

           None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           None.


                                       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: May 15, 2001                        JOURNAL REGISTER COMPANY

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

                                       13