<PAGE>

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

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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1998

                                       OR

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

                 For the transition period from ______ to ______

                         Commission File Number: 1-12955



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


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

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

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

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

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

   Indicate the number of shares  outstanding of each of the issuer's classes of
common stock, as of the latest  practicable  date:  common stock, $.01 par value
per share - 48,437,500 shares outstanding as of November 13, 1998.

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


<PAGE>


                            JOURNAL REGISTER COMPANY

                               INDEX TO FORM 10-Q



PART I.           FINANCIAL INFORMATION

                                                                        PAGE NO.

      Item 1. Financial Statements:

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

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

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

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

      Item 2. Management's Discussion and Analysis of Financial
              Condition and Results of Operations.......................    8

      Item 3. Quantitative and Qualitative Disclosures About
              Market Risk...............................................   13

PART II.      OTHER INFORMATION

      Item 1. Legal Proceedings.........................................   13

      Item 2. Changes in Securities and Use of Proceeds.................   13

      Item 3. Defaults Upon Senior Securities...........................   13

      Item 4. Submission of Matters to a Vote of Security Holders.......   13

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

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

      Signature.........................................................   15



<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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


<TABLE>
<CAPTION>
                                                        SEPTEMBER      DECEMBER
                                                            30,           31,
                                                           1998          1997
                                                        -----------   -----------
<S>                                                     <C>           <C>        
ASSETS
   Current assets:
    Cash and cash equivalents                           $    9,866    $     8,183
    Accounts receivable, less allowance for doubtful
       accounts of $7,626 at September 30, 1998 and 
       $4,055 at December 31, 1997                          57,956         48,675
    Inventories                                             10,377          9,865
    Prepaid income taxes                                       204              -
    Deferred income taxes                                    3,797          6,444
    Other current assets                                     5,618          4,666
                                                        ----------    -----------
     Total current assets                                   87,818         77,833
                                                        ----------    -----------

   Property, plant and equipment:
    Land                                                     8,489          7,567
    Buildings and improvements                              62,422         60,685
    Machinery and equipment                                154,177        148,605
                                                        ----------    -----------
                                                           225,088        216,857
    Less accumulated depreciation                         (131,345)      (124,237)
                                                        ----------    -----------
     Property, plant and equipment, net                     93,743         92,620

   Intangible and other assets, net of accumulated
   amortization of $23,298 at September 30, 1998 
   and $23,973 at December 31, 1997                        499,034        157,478
                                                        ----------    -----------
Total assets                                            $  680,595    $   327,931
                                                        ==========    ===========

</TABLE>


                             SEE ACCOMPANYING NOTES.

                                       1
<PAGE>

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

<TABLE>
<CAPTION>

                                                        SEPTEMBER      DECEMBER
                                                           30,            31,
                                                          1998           1997
                                                       ------------   -----------
<S>                                                    <C>            <C>        
LIABILITIES AND STOCKHOLDERS'  DEFICIT
   Current liabilities:
    Current maturities of long-term debt               $         -    $    57,060
    Accounts payable                                        13,011          9,277
    Income taxes payable                                         -            535
    Accrued interest                                         7,495          5,067
    Deferred subscription revenue                            8,461          6,539
    Other accrued expenses and current liabilities          35,339         17,616
                                                       -----------    -----------
     Total current liabilities                              64,306         96,094

   Senior debt, less current maturities                    782,000        433,714
   Deferred income taxes                                    10,024          8,049
   Accrued retiree benefits and other liabilities           17,468         20,641
   Income taxes payable                                     46,255         35,675

   Commitments and contingencies
                                                       -----------    -----------
     Total liabilities                                     920,053        594,173
                                                       -----------    -----------

   Stockholders' deficit:
    Common stock, $.01 par value per share,
    300,000,000 shares authorized
     and 48,437,500 shares issued and outstanding              484            484
    Additional paid-in capital                             358,234        358,234
    Accumulated deficit                                   (598,176)      (624,960)
                                                       -----------    -----------
     Net stockholders'  deficit                           (239,458)      (266,242)
                                                       -----------    -----------
Total liabilities and stockholders' deficit            $   680,595    $   327,931
                                                       ===========    ===========

</TABLE>



                             SEE ACCOMPANYING NOTES.

                                       2
<PAGE>



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


<TABLE>
<CAPTION>

                                       THREE MONTHS ENDED       NINE MONTHS ENDED
                                          SEPTEMBER 30,           SEPTEMBER 30,
                                   ------------------------  -----------------------
                                     1998           1997         1998        1997
                                   ------------------------  -----------------------
<S>                                <C>             <C>       <C>           <C>      
REVENUES:
   Advertising                     $   83,349      $ 66,239  $   222,369   $ 196,222
   Circulation                         24,063        20,265       64,780      60,177
                                   ----------      --------  -----------   ---------
   Newspaper revenues                 107,412        86,504      287,149     256,399
   Commercial printing and other        6,634         2,989       18,439       8,785
                                   ----------      --------  -----------   ---------
                                      114,046        89,493      305,588     265,184

OPERATING EXPENSES:
   Salaries and employee benefits      37,097        28,443       99,917      85,401
   Newsprint, ink and printing         
      charges                          14,477        10,348       39,068      29,534
   Selling, general and                
      administrative                   12,807         7,803       29,386      23,039
   Depreciation and amortization        6,776         5,074       16,800      15,975
   Special charge                           -             -            -      31,899
   Other                               15,082        10,387       38,569      29,820
                                   ----------      --------  -----------   ---------
                                       86,239        62,055      223,740     215,668
                                   ----------      --------  -----------   ---------
   Operating  income                   27,807        27,438       81,848      49,516

OTHER INCOME (EXPENSE):
   Interest expense                  (14,133)       (9,102)     (31,482)    (33,727)
   Interest income                         36            14           54          33
   Other                                  (3)           (4)          113        (52)
                                   ----------      --------  -----------   ---------
Income before provision for            
     income taxes and
     extraordinary item                13,707        18,346       50,533      15,770
Provision for income taxes              5,597         7,378       19,254       6,345
                                   ----------      --------  -----------   ---------
Income before extraordinary item        8,110        10,968       31,279       9,425
Extraordinary item, net of tax          4,495             -        4,495           -
                                   ----------      --------  -----------   ---------
      Net income                   $    3,615      $ 10,968  $    26,784   $   9,425
                                   ==========      ========  ===========   =========

Net  income per common share
  (basic and dilutive):
Income before extraordinary item   $      .17      $    .23  $       .65   $     .22
Net income                         $      .07      $    .23  $       .55   $     .22

Weighted average common shares 
  outstanding:
Basic                              48,437,500    48,437,500   48,437,500  43,564,515
Diluted                            48,562,909    48,679,688   48,677,376  43,729,167

</TABLE>


                             SEE ACCOMPANYING NOTES.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>

                                                             NINE MONTHS ENDED
                                                               SEPTEMBER 30,
                                                             1998          1997
                                                          ----------   -----------
<S>                                                       <C>          <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                             $   26,784   $     9,425
   Adjustments  to  reconcile  net  income  
     to net cash  provided  by  operating
     activities:
    Provision for losses on accounts receivable               3,094         2,210
    Depreciation and amortization                            16,800        15,975
    Net (gain) on sale of property, plant & equipment         
      and other assets                                        (149)          (169)
    Non-cash portion of special charge                            -        15,400
    Increase in income taxes payable                          9,841         2,571
    Increase (decrease) in accrued interest                   2,428        (2,094)
    Increase in net deferred income tax liability             4,622         1,960
    (Increase) in accounts receivable                       (4,004)        (3,912)
    Decrease (increase) in inventories                          465        (1,429)
    Increase  in accounts payable                             2,328         2,501
    Increase (decrease) in deferred subscription revenue         45          (228)
    (Decrease) increase in accrued retiree benefits and     
       other liabilities                                    (5,474)         2,021
    Decrease (increase) in other assets, net of increase
     (decrease) in other liabilities                          1,154       (1,066)
                                                          ----------   -----------
   Net cash provided by operating activities                 57,934        43,165
                                                          ----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property, plant & equipment            154           544
   Additions to property, plant and equipment                (6,677)       (6,799)
   Purchase of newspaper properties                        (340,954)            -
                                                          ----------   -----------
    Net cash used in investing activities                  (347,477)       (6,255)
                                                          ----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES: 
Proceeds from issuance of debt:
    Senior debt                                             808,000         1,000
    Accretion on subordinated notes                               -         1,205
   Repayment of senior debt                                (516,774)     (125,611)
   Repayment of subordinated notes and accreted interest          -       (34,524)
   Net proceeds from issuance of common stock                     -       119,047
                                                          ----------   -----------
    Net cash provided by (used in) financing activities     291,226       (38,883)
                                                          ----------   -----------
Increase (decrease) in cash and cash equivalents              1,683        (1,973)

Cash and cash equivalents, beginning of period                8,183         8,546
                                                          ----------   -----------
Cash and cash equivalents, end of period                  $   9,866    $    6,573
                                                          ==========   ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:  
  Cash paid during the period for:
    Interest                                             $   29,054   $    35,821
    Income taxes                                         $    2,049   $     1,812

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

</TABLE>

                             SEE ACCOMPANYING NOTES.

                                       4
<PAGE>


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

1.  ORGANIZATION AND BASIS OF PRESENTATION

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

            The 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  consolidated
    interim financial statements do not include all the information and footnote
    disclosure  required  by GAAP  for  complete  financial  statements.  In the
    opinion of the Company's management, the accompanying unaudited consolidated
    financial  statements contain all material  adjustments  (consisting only of
    normal  recurring  accruals)  necessary  to  present  fairly  its  financial
    position as of  September  30, 1998 and December 31, 1997 and the results of
    its operations  and cash flows for the periods ended  September 30, 1998 and
    1997.  These  financial  statements  should be read in conjunction  with the
    December  31,  1997  audited  Consolidated  Financial  Statements  and Notes
    thereto. The interim operating results are not necessarily indicative of the
    results to be expected for an entire year.

2.  EARNINGS PER COMMON SHARE

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

                                         Three months ended   Nine months ended
                                         September 30, 1998   September 30, 1998
                                         ------------------   ------------------

      Weighted-average shares for basic
        earnings per share                   48,437,500           48,437,500
      Effect of dilutive securities:
        Employee stock options                  125,409              229,876
                                             ----------           ----------
      Adjusted weighted-average shares
        for dilutive earnings per share      48,562,909           48,667,376
                                             ==========           ==========

3.  EFFECT OF NEW PRONOUNCEMENTS

        Financial   Accounting   Standards  Board  issued   Statement  No.  130,
    "Reporting Comprehensive Income" ("SFAS 130") which became effective January
    1, 1998; however,  the Company does not currently have any transactions that
    would  require  disclosure  under SFAS 130. In June of 1997,  the  Financial
    Accounting Standards Board also issued Statement No. 131, "Disclosures about
    Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131 is
    effective for financial  statements for periods beginning after December 15,
    1997 and requires comparative  information for earlier years to be restated.
    SFAS  131  establishes   standards  for  the  way  public  companies  report
    information  about  operating  segments in annual  financial  statements and
    requires that those companies  report selected  information  about operating
    segments  in  interim  financial  reports  issued to  shareholders.  It also
    establishes  standards for related  disclosures about products and services,
    geographic areas and major customers. Management is currently in the process
    of evaluating the impact,  if any, the standard may have on future financial
    statement  disclosures.   Results  of  operations  and  financial  position,
    however,  would be unaffected by implementation of this standard. In June of
    1998, Statement No. 133, "Accounting for Derivative  Instruments and Hedging
    Activities" ("SFAS 133"), was issued by the Financial  Accounting  Standards
    Board.  The statement is effective for years  beginning after June 15, 1999,
    with early adoption  permitted in any fiscal quarter following its issuance.
    SFAS 133 will  require  the  Company to  recognize  all  derivatives  on the
    balance sheet at fair market value.  Derivatives that are not hedges must be
    adjusted  to fair  value  through  income.  If the  derivative  is a  hedge,
    depending  on the  nature of the hedge,  changes  in the fair  values of the
    derivatives  will  either be offset  against the change in fair value of the
    hedged  assets  or  liabilities  through  earnings  or  recognized  in other
    comprehensive  income until the hedged item is recognized  in earnings.  The
    ineffective  portion  of  a  derivative's  change  in  fair  value  will  be
    immediately  recognized in earnings. The Company has not yet determined what
    the effect of SFAS 133 will be on the earnings and financial position of the
    Company.

                                       5
<PAGE>
                            JOURNAL REGISTER COMPANY
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998

4.  ACQUISITIONS

        On  July  15,  1998,  the  Company  completed  its  acquisition  of  the
    Pennsylvania,  New  York  and  Ohio  newspaper  businesses  of  The  Goodson
    Newspaper Group (including Mark Goodson Enterprises, Ltd.) for approximately
    $300 million in cash (the  "Goodson  Acquisition").  The Company has applied
    the purchase  method of accounting for this  transaction.  Accordingly,  the
    total acquisition cost, on a preliminary  basis, was allocated to the assets
    and  liabilities  based  upon  their  estimated  fair  market  value  on the
    effective date of the acquisition.  Intangible assets of approximately  $300
    million were  recorded for the  subscriber  lists and excess of the purchase
    price over the value of  identifiable  net assets and are being amortized in
    accordance  with the  Company's  policy.  In  conjunction  with the  Goodson
    Acquisition, the Company entered into a new credit agreement which increased
    its  available  borrowings  to $900 million (the  "Credit  Agreement").  The
    proceeds  from  the new  credit  facility  were  used to  fund  the  Goodson
    Acquisition and repay amounts outstanding under the prior credit agreement.

        In  addition,   on  September  21,  1998,  the  Company   completed  its
    acquisition of Taconic Media,  Dutchess County,  NY. The Company applied the
    purchase method of accounting for this transaction.  Accordingly,  the total
    acquisition  cost, on a preliminary  basis,  was allocated to the assets and
    liabilities  based on the relative  estimated  fair values on the  effective
    date of the acquisition.

        The  following  table  presents  the  unaudited  pro  forma  results  of
    operations  of the Goodson  Acquisition  as though the  Goodson  Acquisition
    occurred on January 1, 1997.
<TABLE>
<CAPTION>

                                                  Nine months        Nine months
                                                     ended              ended
                                              September 30, 1998  September 30, 1997
                                              ------------------  ------------------
                                                          (in thousands)
<S>                                        <C>                    <C>   

        Net Revenues                           $    343,138           $   316,540
        Income before extraordinary item             26,619                 2,391
        Net Income                                   22,124                 2,391
                                                                  
        Net income per share (basic and                           
          dilutive):                                              
          Income before extraordinary item     $        .55           $       .05
          Net income                           $        .46           $       .05
</TABLE>
                                                                  
        The pro forma  results are not  necessarily  indicative of what actually
    would have  occurred  if the  acquisition  had been in effect for the entire
    periods presented and are not intended to be a projection of future results.

5.   NEW CREDIT AGREEMENT

        Concurrent with the completion of the Goodson  Acquisition,  the Company
    entered  into the  Credit  Agreement  with a group of  lenders  led by Chase
    Manhattan  Bank as Agent.  The Credit  Agreement  provides a 7 3/4-year term
    loan  facility  ("Term Loan A  Facility")  in the  aggregate  amount of $250
    million and an 8 1/4-year  term loan facility  ("Term Loan B Facility",  and
    together with the Term Loan A Facility,  the "Term Loan  Facilities") in the
    aggregate amount of $250 million and a 7 3/4-year  revolving credit facility
    in the  aggregate  amount of $400  million  ("Revolving  Credit  Facility").
    Proceeds  under these loan  facilities  were used to repay existing debt and
    fund the Goodson  Acquisition,  and will be available  for the  financing of
    future acquisitions, and for general corporate purposes.

        The Term Loan A Facility  matures on March 31, 2006 and is  repayable in
    quarterly installments commencing on June 30, 2000. The Term Loan B Facility
    matures on September  30, 2006 and is  repayable  in quarterly  installments
    commencing on June 30, 2000.  The aggregate  annual amounts of the quarterly
    installments  to be repaid on the Term Loan  Facilities are as follows (with
    the installments payable each quarter being equal in amount):

                                       6
<PAGE>
                            JOURNAL REGISTER COMPANY
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998


             12-MONTH PERIOD COMMENCING:      PRINCIPAL AMOUNT (IN MILLIONS)
             ---------------------------      ------------------------------
             June 30, 2000                            $26.00
             June 30, 2001                             32.25
             June 30, 2002                             38.50
             June 30, 2003                             44.75
             June 30, 2004                             51.00
             June 30, 2005                            112.50
             June 30, 2006 (through               
               September 30, 2006)                    195.00


      The  Revolving  Credit  Facility is available  on a revolving  basis until
    March 31,  2006.  Availability  will be  reduced  by  consecutive  quarterly
    reductions,  commencing  on June 30, 2002 and ending on March 31, 2006 in an
    aggregate  amount for each 12-month period  commencing on the date set forth
    below  equal to the amount  set forth  opposite  such date (with  reductions
    during each such period being equal in amount):

              12-MONTH PERIOD COMMENCING:        PRINCIPAL AMOUNT (IN MILLIONS)
              ---------------------------        ------------------------------
              June 30, 2002                                 $55.0
              June 30, 2003                                  65.0
              June 30, 2004                                 100.0
              June 30, 2005                                 180.0

      The amounts  outstanding  under the credit facilities bear interest at (i)
    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)  or (ii) 1 3/4% to 1/2%  above  LIBOR (as  defined in the
    Credit Agreement). The interest rate spreads are dependent upon the ratio of
    debt to trailing four quarter cash flow (as defined in the Credit Agreement)
    and reduce as such ratio declines.

6.  EXTRAORDINARY ITEM

      In connection  with the Credit  Agreement,  approximately  $7.3 million of
    deferred  financing  charges  associated  with the  Company's  prior  credit
    agreement were expensed and recorded as an  extraordinary  item in the third
    quarter of 1998. The extraordinary item net of tax was $4.5 million.






                                       7
<PAGE>

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

GENERAL

      Journal Register Company's principal business is publishing  newspapers in
the United  States,  where its  publications  are primarily  daily and non-daily
newspapers. The Company's revenues are derived primarily from advertising,  paid
circulation and commercial printing.

      Newspaper  companies  tend to follow a  distinct  and  recurring  seasonal
pattern. The first quarter of the year  (January-March)  tends to be the weakest
quarter because advertising volume is then at its lowest level. Correspondingly,
the fourth quarter  (October-December)  tends to be the strongest  quarter as it
includes heavy holiday season advertising.

      The  third   quarter  of  1998  includes  the  results  of  the  following
acquisitions:  Ladue News,  Ladue,  Missouri,  acquired  December 12, 1997;  The
InterCounty Newspaper Group, Bristol, Pennsylvania,  acquired December 22, 1997;
Housatonic  Publications,  New Milford,  Connecticut  and Minuteman  Newspapers,
Westport,  Connecticut,  acquired  January 2,  1998;  The  Saratogian,  Saratoga
Springs,  New York,  acquired  March 9,  1998;  and the  Goodson  Newspapers  in
Pennsylvania,   New  York  and  Ohio,  acquired  July  15,  1998  (the  "Goodson
Acquisition").

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

      In the third  quarter of 1998,  the Company  recorded  approximately  $3.8
million in special charges  primarily related to the August 6, 1998 cancellation
of the Company's  convertible  debt  offering,  the  integration  of the Goodson
Acquisition and an increase in certain receivable reserves of approximately $1.0
million.  The  component  items of these  special  charges are recorded in their
respective expense  categories.  The Company also recorded an extraordinary item
of $4.5  million  (net of tax  benefit)  related to the  write-off  of  deferred
financing  charges  recorded  in  connection  with the  Company's  prior  credit
agreement.  The effect of the  special  charges  and  extraordinary  item on the
earnings  per share was $.15 per share in both the  quarter  and the nine months
ended September 30, 1998.

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

     REVENUES.  In the three months ended September 30, 1998, revenues increased
$24.6  million,  or 27.4%,  to $114.0  million,  primarily  due to  acquisitions
(including  the  Goodson  Acquisition)  as well as an  increase  in  advertising
revenues and commercial  printing  revenues.  Newspaper revenues increased $20.9
million, or 24.2%, to $107.4 million in the third quarter of 1998, primarily due
to the acquisitions.  Advertising revenues increased $17.1 million, or 25.8%, to
$83.3  million  in the third  quarter of 1998,  from $66.2  million in the third
quarter of 1997. Circulation revenues increased $3.8 million, or 18.7%, to $24.1
million in the third quarter of 1998, from $20.3 million in the third quarter of
1997. Commercial printing and other revenues increased $3.6 million in the third
quarter of 1998 to $6.6 million, from $3.0 million in the third quarter of 1997.
This  increase is due  primarily to  commercial  printing  revenue  generated by
companies acquired as part of the InterCounty Newspaper Group in December 1997.

      SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefits were 32.5%
of the Company's  revenues in the third quarter of 1998, as compared to 31.8% of
the  Company's  revenue in the third  quarter of 1997.  In the third  quarter of
1998,  salaries and employee benefits increased $8.7 million, or 30.4%, to $37.1
million, due to the Company's acquisitions.

      NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the  third  quarter  of  1998,
newsprint,  ink and printing  charges were 12.7% of the Company's  revenues,  as
compared  to 11.6% in the third  quarter of 1997.  Newsprint,  ink and  printing
charges increased $4.1 million,  or 39.9%, to $14.5 million in the third quarter
of  1998,  primarily  as a  result  of  volume  increases  due to the  Company's
acquisitions  and an  approximately  4.6%  increase  in  the  price  per  ton of
newsprint.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses were 11.2% and 8.7% of the Company's  revenues in the third quarters of
1998 and 1997,  respectively.  Selling,  general and administrative expenses for
the third quarter of 1998  increased $5.0 million,  or 64.1%,  to $12.8 million,
due to the  Company's  acquisitions  as well as $3.2 million in special  charges
related to the Company's cancelled convertible debt offering, the integration of
the  Goodson  Acquisition  and  an  increase  in  certain  receivable  reserves.
Excluding the special  charges,  selling,  general and  administrative  expenses
increased $1.8 million,  or 23.6% as compared to the prior-year period primarily
due to the Company's acquisitions and represented 8.5% of the Company's revenues
in the third quarter of 1998 as compared to 8.7% in the third quarter of 1997.

                                       8
<PAGE>

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
5.9% and 5.7% of the Company's  revenues in the third quarters of 1998 and 1997,
respectively.  Depreciation and amortization expenses increased $1.7 million, or
33.5%,  to $6.8  million  in the third  quarter  of 1998,  primarily  due to the
Goodson Acquisition.

      OTHER  EXPENSES.  Other  expenses  were  13.2% and 11.6% of the  Company's
revenues in the third  quarters of 1998 and 1997,  respectively.  Other expenses
increased $4.7 million, or 45.2%, to $15.1 million in the third quarter of 1998,
primarily due to the Company's acquisitions,  increases in circulation promotion
expenses,  increased postage expenses related to the Company's preprint business
and  $630,000  in special  charges  related to the  integration  of the  Goodson
Acquisition as noted above.

      OPERATING  INCOME.  Operating  income  for  the  third  quarter  of  1998,
including  special  charges,  was $27.8 million,  an increase of 1.3% from $27.4
million in the third quarter of 1997.

      INTEREST EXPENSE.  Interest expense was $14.1 million in the third quarter
of 1998, an increase of $5.0 million,  or 55.3% as compared to the third quarter
of 1997.  The  increase  in  interest  expense  relates to the debt  incurred to
finance the Company's acquisitions, primarily the Goodson Acquisition.

      PROVISION FOR INCOME TAXES.  The Company  reported  effective tax rates of
40.8%  and  40.2%  for  the  quarters   ended   September  30,  1998  and  1997,
respectively.  The increase in the  effective  tax rate for the third quarter of
1998 as  compared  to the third  quarter  of 1997 is the  result of the  Goodson
Acquisition,   partially  offset  by  the  effect  of  the  Company's  corporate
restructuring, which was implemented January 1, 1998.

      EXTRAORDINARY  ITEM. The Company recorded an extraordinary item related to
the  write-off of deferred  financing  charges  related to the  Company's  prior
credit  agreement  in the  amount of $7.3  million  ($4.5  million,  net of $2.8
million of income tax benefit) in the third quarter of 1998.

      NET  INCOME.  Net income was $3.6  million,  or $.07 per share,  basic and
diluted,  for the quarter ended  September 30, 1998 as compared to net income of
$11.0 million,  or $.23 per share,  basic and diluted,  for the third quarter of
1997. The 1998 third quarter  included the special  charges of $2.3 million (net
of income tax  benefit of $1.5  million)  described  above,  as well as the $4.5
million extraordinary item (net of the income tax benefit of $2.8 million).  Net
income for the third  quarter of 1998,  as adjusted for the special  charges and
extraordinary  item, would have been $10.5 million, or $.22 per share (basic and
dilutive).

OTHER INFORMATION

     EBITDA(1)  in the third  quarters  of 1998 and 1997 was $34.6  million  and
$32.5 million, respectively. The Company's EBITDA margin was 30.3% and 36.3% for
the  three  months  ended  September  30,  1998 and  1997,  respectively.  After
adjustment for the special charges noted above,  the Company's EBITDA and EBITDA
margin were $38.4 million and 33.7%, respectively, in the third quarter of 1998.

_____________________
(1)     EBITDA   is   defined   by   the   Company  as  operating   income  plus
depreciation,  amortization and other non-cash and non-recurring charges. EBITDA
is not  intended  to  represent  cash flow from  operations  and  should  not be
considered as an alternative  to operating or net income  computed in accordance
with generally accepted accounting  principles ("GAAP"),  as an indicator of the
Company's operating performance,  as an alternative to cash flows from operating
activities (as determined in accordance with GAAP) or as a measure of liquidity.
The Company  believes that EBITDA is a standard  measure  commonly  reported and
widely used by analysts,  investors  and other  interested  parties in the media
industry.  Accordingly,  this  information has been disclosed herein to permit a
more  complete  comparative  analysis  of the  Company's  operating  performance
relative  to  other  companies  in the  industry.  However,  not  all  companies
calculate EBITDA using the same methods; therefore, the EBITDA figures set forth
above may not be  comparable  to EBITDA  reported  by other  companies.  Certain
covenants  contained in the Credit  Agreement (as defined  below) are based upon
EBITDA.

                                       9
<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1997

      REVENUES.  In the first  nine  months of 1998,  revenues  increased  $40.4
million, or 15.2%, to $305.6 million,  primarily due to acquisitions.  Newspaper
revenues increased $30.8 million, or 12.0%, to $287.1 million in the nine months
ended September 30, 1998,  primarily due to acquisitions.  Advertising  revenues
increased  $26.1 million,  or 13.3%,  to $222.4 million in the nine months ended
September 30, 1998, from the prior-year period.  Circulation  revenues increased
$4.6 million,  or 7.6%, to $64.8 million for the nine months ended September 30,
1998,  from $60.2 million for the  prior-year  period.  Commercial  printing and
other  revenues  increased  $9.7 million in the nine months ended  September 30,
1998 to $18.4  million as compared to the nine months ended  September 30, 1997.
The  increase is due  primarily  to  commercial  printing  revenue  generated by
companies acquired as part of the InterCounty Newspaper Group in December 1997.

      SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefits were 32.7%
of the Company's revenues in the first nine months of 1998, as compared to 32.2%
of the  Company's  revenue in the first nine  months of 1997.  In the first nine
months of 1998,  salaries and employee  benefits  increased  $14.5  million,  or
17.0%, to $99.9 million, due to the Company's acquisitions.

      NEWSPRINT,  INK AND PRINTING  CHARGES.  In the nine months ended September
 30,  1998,  newsprint,  ink and printing  charges  were 12.8% of the  Company's
 revenues,  as  compared  to  11.1%  for the  same  period  in the  prior  year.
 Newsprint,  ink and printing charges  increased $9.5 million,  or 32.3%, in the
 first nine months of 1998,  to $39.1  million,  primarily as a result of volume
 increases due to the Company's acquisitions and an approximately 10.3% increase
 in the price per ton of newsprint.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses were 9.6% and 8.7% of the Company's  revenues for the first nine months
of 1998 and 1997, respectively. Selling, general and administrative expenses for
the nine-month period ended September 30, 1998 increased $6.3 million, or 27.5%,
to $29.4 million, due to the Company's acquisitions and the special charges. The
nine-month  period ended  September  30, 1998  includes  $3.2 million in special
charges recorded in the third quarter of 1998, as described above. Excluding the
special  charges,  selling,  general and  administrative  expenses  for the nine
months ended  September  30, 1998  increased  $3.1  million from the  prior-year
period,  and represented 8.6% of the Company's revenues in the nine months ended
September 30, 1998.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
5.5% and 6.0% of the  Company's  revenues  in the first nine  months of 1998 and
1997,  respectively.  Depreciation and amortization expenses increased $825,000,
or 5.2%,  to $16.8  million in the first nine months of 1998,  primarily  due to
increased amortization resulting from the Company's acquisitions.  This increase
was partially  offset by a decrease in  depreciation  expense related to certain
assets that became fully depreciated in the third and fourth quarters of 1997.

      OTHER  EXPENSES.  Other  expenses  were  12.6% and 11.2% of the  Company's
revenues in the first nine months of 1998 and 1997, respectively. Other expenses
increased  $8.7 million,  or 29.3%,  to $38.6 million in the  nine-month  period
ended September 30, 1998, primarily due to acquisitions,  increased  circulation
promotion expenses,  increased postage expense related to the Company's preprint
business and $630,000 in special charges  incurred in the third quarter of 1998,
as described above.  Excluding the $630,000 in special  charges,  other expenses
for the first nine  months of 1998  increased  $8.1  million as  compared to the
first nine months of 1997, and represented  12.4% of the Company's  revenues for
the first nine months of 1998.

      OPERATING  INCOME.  Operating income increased $32.3 million for the first
nine months of 1998 to $81.8  million,  including  special  charges,  from $49.5
million for the  prior-year  period,  which  included a special  charge of $31.9
million related to the Company's Initial Public Offering ("IPO") in May 1997.

      INTEREST  EXPENSE.  Interest  expense was $31.5 million for the first nine
months of 1998,  a decrease  of $2.2  million,  or 6.7% as compared to the first
nine months of 1997.  The  decrease in interest  expense  reflects a decrease in
average borrowing rates.

      PROVISION FOR INCOME TAXES.  The Company  reported  effective tax rates of
38.1% and 40.2% for the  nine-month  periods ended  September 30, 1998 and 1997,
respectively.  The reduction in the effective tax rate for the first nine months
of 1998 as compared to the 1997 period is the result of the Company's  corporate
restructuring, implemented January 1, 1998, offset in part by an increase in the
rate as a result of the Goodson Acquisition.

      NET INCOME.  Net income was $26.8  million,  or $.55 per share,  basic and
diluted,  for the first nine months of 1998, which reflects $6.8 million (net of
$4.3  million of income tax  benefit) of special  charges  and an  extraordinary
item, as compared to $9.4 million, or $.22 per share, basic and diluted, for the
nine months ended  September 30, 1997,  which included a special charge of $18.9
million (net of $13.0 million of income tax benefit) related to the IPO.

                                       10
<PAGE>

OTHER INFORMATION

      EBITDA in the first nine  months of 1998 was $98.6  million as compared to
$65.5 million in the first nine months of 1997. Adjusted for the special charges
noted above in both periods, the Company's EBITDA was $102.4 million in the nine
months ended  September 30, 1998 as compared to $97.4 million in the nine months
ended September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

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

      CASH FLOWS FROM  OPERATIONS.  Net cash  provided by  operating  activities
increased  $14.8  million to $57.9  million in the first nine  months of 1998 as
compared  to the first  nine  months of 1997.  Net cash  provided  by  operating
activities for the nine months ended September 30, 1998 primarily  resulted from
net income before non-cash expenses (i.e.,  depreciation and  amortization),  of
$43.6 million.

      CASH  FLOWS  FROM  INVESTING  ACTIVITIES.   Net  cash  used  in  investing
activities  increased  $341.2 million to $347.5 million in the first nine months
of 1998. The increase in investing activities was primarily due to the Company's
investment in the purchase of newspaper properties.  In the first nine months of
1998, the Company's  capital  expenditures  decreased by $122,000,  and proceeds
from the sale of property, plant and equipment decreased $390,000 as compared to
the first nine months of 1997.  The Company  has a capital  expenditure  program
(excluding  future  acquisitions)  of  approximately  $13.0 million in place for
1998,  which includes  spending on technology,  including  prepress and business
systems,  computer hardware and software, other machinery and equipment,  plants
and  property,  vehicles  and other  assets.  The Company  believes  its capital
expenditure  program is  sufficient to maintain its current level and quality of
operations. The Company reviews its capital expenditure program periodically and
modifies it as  required to meet  current  needs.  It is expected  that the 1998
capital expenditure program will be funded from operating cash flow. The success
of  the  Company's   operations  in  Philadelphia  and  surrounding   areas  may
necessitate  the  construction of a centralized  production  facility within the
next  two  years.  Costs  for  this  facility  are  currently  estimated  to  be
approximately  $30.0  to  $35.0  million.  The  Company  expects  to  fund  this
construction project with cash flows from operations and borrowings.

      CASH FLOWS FROM  FINANCING  ACTIVITIES.  Net cash  provided  by  financing
activities  was $291.2  million in the first nine  months of 1998 as compared to
net cash used in financing  activities of $38.9 million in the first nine months
of 1997. The 1997 activity reflects net proceeds of approximately $119.0 million
from the sale of common stock in the Company's  IPO,  which were used to repay a
portion of the amounts  outstanding  under the  Company's  then-existing  senior
secured term loans (the "Prior Term Loan") and a senior secured revolving credit
facility  (the "Prior  Revolver",  and  together  with the Prior Term Loan,  the
"Prior  Senior  Facilities"),  and to retire  all of the  outstanding  principal
amount of accrued and unpaid interest on the Company's subordinated notes.

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

      The Company  generally  manages its exposure to interest rate fluctuations
for its variable rate debt by entering into interest rate protection agreements.
The Company was required under the prior credit  agreement and is required under
the Credit  Agreement (as defined below) to have interest rate  protection for a
minimum of 50% of its outstanding  balance under the Credit Agreement.  In 1998,
the Company entered into interest rate protection  agreements in accordance with
this  requirement  to take effect in January of 1999 when its existing  interest
rate  protection  agreement  expires,  exchanging  floating  LIBOR rate plus the
applicable  margin  for a  fixed  LIBOR  rate of  approximately  5.8%  plus  the
applicable  margin on $400.0  million  of debt,  in the  aggregate.  The  $400.0
million interest rate protection agreement reduces by $75.0 million per year and
expires in October  2002.  For the nine months ended  September  30,  1998,  the
Company's  weighted average effective  interest rate on its outstanding  balance
was  approximately  7.04%.  This takes into account the interest rate protection
agreements in effect during that period.

      On July 15, 1998,  the Company  entered into a new credit  agreement  (the
"Credit Agreement") with the banks and other financial institutions, signatories

                                       11
<PAGE>

thereto and The Chase  Manhattan Bank, as  administrative  agent for the lenders
thereunder. The Credit Agreement provides for $500.0 million in term loans and a
$400.0 million revolving  facility.  The proceeds from the Credit Agreement were
used to repay amounts  outstanding  under the prior credit agreement and to fund
the  Goodson  Acquisition  (see  Notes  4  and  5  of  the  Notes  to  Unaudited
Consolidated Financial Statements).  The term loans mature on March 31, 2006 and
September 30, 2006, and the revolving facility matures on March 31, 2006.

    The amounts outstanding under the Credit Agreement bear interest at (i) 1/2%
to 0%  above  the  higher  of (a) the  Prime  Rate  (as  defined  in the  Credit
Agreement)  or (b) 1/2% above the  Federal  Funds Rate (as defined in the Credit
Agreement)  or  (ii)  13/4%  to 1/2%  above  LIBOR  (as  defined  in the  Credit
Agreement).  The interest rate spreads ("the applicable  margins") are dependent
upon the ratio of debt to  trailing  four  quarter  cash flow (as defined in the
Credit Agreement) and reduce as such ratio declines.

      As of September 30, 1998, the Company had outstanding  indebtedness  under
the Credit  Agreement,  due and payable in installments  through 2006, of $782.0
million,  of which $282.0  million was  outstanding  under the revolving  credit
facility.  There was  $118.0  million of unused and  available  funds  under the
revolving credit facility at September 30, 1998.

YEAR 2000

     In  1996,  the  Company  began  the  initial  planning  of a  comprehensive
initiative  to address  the Year 2000 issue.  The Company  organized a Year 2000
oversight team led by the Company's  senior  information  technology  officer to
develop a  strategy  of  evaluation,  implementation,  testing  and  contingency
planning to address the Company's Year 2000  readiness.  The  evaluation  phase,
which began in September  1996,  involved  performing  a complete,  company-wide
inventory to identify all internal,  general purpose and production hardware and
software systems, commonly referred to as information technology ("IT") systems,
that required  modification to become Year 2000 compliant.  In conjunction  with
the  Company's  internal  assessment,  the Company  communicated  with key third
parties,   namely  suppliers  of  production  equipment  as  well  as  financial
institutions to determine their states of Year 2000 readiness, implementation of
Year 2000  compliant  systems and  related  contingency  plans.  The Company has
received  responses  from  approximately  65% of such key third  parties  and is
evaluating their impact on the Company.  The Company will continue to correspond
with critical vendors and modify the Company's contingency plans as necessary.

      In  January  of  1997,  the  Company  began  the  implementation  phase of
replacing or  modifying  system  hardware and software as required.  The Company
believes  the  majority  of the  general  business  systems  will be modified or
determined  to be Year 2000  compliant.  The Company is  developing  contingency
plans to address potential non-compliance both internally and externally.

      In accordance with GAAP, the Company's  direct Year 2000 costs,  including
modifying  computer  software or converting to new programs,  will be charged to
expense  as  incurred.  Additionally,  a  majority  of the  hardware  costs  for
replacement  systems will be  capitalized  as  ordinarily  accounted  for in the
normal  course  of  business.   These  system  replacements  represent  upgrades
consistent  with  the  Company's  goal  to  maintain  and  improve   operational
efficiencies. The Company expects to have capitalized approximately $5.0 million
related to new hardware and software in connection with its Year 2000 compliance
plan as of December  31, 1998 and an  additional  $4.0 million is expected to be
capitalized in 1999.

      Although the Company  believes it has taken all of the necessary  steps to
ensure that the Company will be Year 2000 compliant,  there can be no assurances
that  the  Company  will be able to  complete  all of the  modifications  in the
required time frame,  that all third parties will be Year 2000 compliant or that
unforeseen Year 2000 issues will not arise.  The Company expects to complete its
Year 2000 compliance project by September 30, 1999. The Company's  assessment at
this time is that the failure of any of the Company's IT or non-IT  systems,  or
failure by a third party to become Year 2000 compliant would not have a material
adverse  effect on the  Company.  Although  failures  could cause an increase in
operating  expenses the Company does not expect a resulting  material  effect on
its results of operations, liquidity or financial condition.

      INFORMATION   RELATING   TO   FORWARD-LOOKING   STATEMENTS.   Management's
Discussion and Analysis of Financial Condition and Results of Operations include
forward-looking statements,  which may be identified by the use of terms such as
"believes,"  "anticipates," "plans," "will," "likely," "continues," "intends" or
"expects,"  as well as other similar  terms.  These  forward-looking  statements
relate to the plans and  objectives  of the  Company for future  operations.  In
light of the risks and  uncertainties  inherent in all future  projections,  the
inclusion  of  forward-looking  statements  herein  should not be  regarded as a
representation  by the Company or any other person that the  objectives or plans
of the Company will be achieved.  Many factors could cause the Company's  actual
results  to differ  materially  from  those in the  forward-looking  statements,
including,  among other things:  (i) a decline in general  economic  conditions,

                                       12
<PAGE>

(ii) the unavailability or material increase in the price of newsprint, (iii) an
adverse  judgment in pending or future  litigation,  (iv) increased  competitive
pressure  from current  competitors  and future  market  entrants,  (v) sales of
substantial amounts of the Common Stock in the public markets, or the perception
that such sales could occur,  and (vi) the factors  discussed  in the  Company's
Form 10-K for 1997 in "Item 7, Management's Discussion and Analysis of Financial
Condition  and  Results  of  Operations--Certain  Factors  Which May  Affect the
Company's Future  Performance." The foregoing review of important factors should
not be construed as exhaustive.  The Company undertakes no obligation to release
publicly  the  results of any future  revisions  it may make to  forward-looking
statements  to  reflect  events or  circumstances  after  the date  hereof or to
reflect the occurrence of unanticipated events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Item 3 is not currently applicable to the Company.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

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

        None.

ITEM 5. OTHER INFORMATION

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a).   EXHIBITS

          10.7 Credit  Agreement  among Journal  Register  Company,  each of the
               banks  and  other  financial  institutions  that  is a  signatory
               thereto or which, pursuant to Section 2.01(c) or Section 11.06(b)
               thereof,  becomes a "Lender"  thereunder and The Chase  Manhattan
               Bank, as administrative agent for the Lenders.

          27.1 Financial Data Schedule

        (b)    REPORTS ON FORM 8-K

               A report on Form 8-K was filed by the  Company  on July 31,  1998
               pursuant  to Item 5 thereof  reporting  the  Company's  intent to
               offer  $130,000,000  aggregate  principal  amount of  convertible
               notes to certain qualified institutional buyers and certain other
               potential purchases.

               A report on Form 8-K was filed by the Company on August 7,  1998
               pursuant  to Item 5 thereof  whereby the  Company  announced  its
               decision not to proceed with the convertible note offering due to
               market conditions.

               A report on Form 8-K was filed by the Company on August 11, 1998
               pursuant to Item 2 and Item 7 thereof  relating to the  Company's
               acquisition of The Goodson  Newspaper Group's  Pennsylvania,  New
               York and Ohio newspapers.

                                       13

<PAGE>

                                    SIGNATURE

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

      Date: November 13, 1998                 JOURNAL REGISTER COMPANY


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














                                       14
<PAGE>



                                  EXHIBIT INDEX


        EXHIBIT NO.                            DESCRIPTION

           10.7             Credit  Agreement  among Journal  Register  Company,
                            each of the banks and other  financial  institutions
                            that is a  signatory  thereto or which,  pursuant to
                            Section 2.01(c) or Section 11.06(b) thereof, becomes
                            a "Lender"  thereunder and The Chase Manhattan Bank,
                            as administrative agent for the Lenders.

           27.1             Financial Data Schedule