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UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

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FORM10-Q

(MarkOne)

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934. |

For the quarterly period ended March26,2006

OR

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|--------|-----------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934. |

For the transition period from                         to                            

Commission File Number: 1-12955

JournalRegister Company

(Exact Name of Registrantas Specified in itsCharter)

|                                                              |  |                                    |  |  |  |  |
|--------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                     |  | 22-3498615                         |
| (Stateor Other Jurisdiction of Incorporation orOrganization) |  | (I.R.S.Employer IdentificationNo.) |
| 50 West State Street,Trenton, NewJersey                      |  | 08608-1298                         |
| (Address ofPrincipal ExecutiveOffices)                       |  | (ZipCode)                          |
|                                                              |

|                                                                                  |  |  |
|----------------------------------------------------------------------------------|--|--|
| (609)396-2200(Registrant’s Telephone Number, Including AreaCode)           |
|                                                                             |
| (FormerName, Former Address and Former Fiscal Year, if Changed Since LastReport) |
|                                                                                  |

Indicate by check mark whether theregistrant: (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filingrequirements for the past 90 days.     Yes X     No[    ]

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of ‘‘acceleratedfiler and large accelerated filer’’ in Rule 12b-2 of theExchange Act.

Large accelerated filer[X]        Accelerated filer[    ]        Non-accelerated filer[    ]

Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [    ] No [X]

Indicate thenumber of shares outstanding of each of the issuer’s classes ofcommon stock, as of the latest practicable date: common stock, $.01 parvalue per share, 39,569,669 shares outstanding (exclusive of treasuryshares) as of May  1,2006.

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JOURNALREGISTER COMPANY

INDEX TO FORM10-Q

|           |  |                                                                                           |  |               |  |  |  |  |  |  |
|-----------|--|-------------------------------------------------------------------------------------------|--|---------------|--|--|--|--|--|--|
| PARTI.    |  | FINANCIAL INFORMATION                                                                     |  | PageNo.       |
| Item 1.   |  | FinancialStatements (Unaudited):                                                          |  |          |
|      |  | CondensedConsolidated BalanceSheets                                                       |  |   1 |
|      |  | CondensedConsolidated Statements ofIncome                                                 |  |   2 |
|      |  | CondensedConsolidated Statements of CashFlows                                             |  |   3 |
|      |  | Notes to CondensedConsolidated FinancialStatements                                        |  |   4 |
| Item2.    |  | Management’s Discussion andAnalysis of Financial Condition and Results ofOperations |  | 13            |
| Item3.    |  | Quantitative and Qualitative Disclosures About MarketRisk                                 |  | 22            |
| Item 4.   |  | Controls andProcedures                                                                    |  | 22            |
| PARTII.   |  | OTHERINFORMATION                                                                          |  |          |
| Item1A.   |  | Risk Factors                                                                              |  | 24            |
| Item2.    |  | Unregistered Sales of Equity Securities and Use ofProceeds                                |  | 24            |
| Item 5.   |  | OtherInformation                                                                          |  | 24            |
| Item6.    |  | Exhibits                                                                                  |  | 25            |
| Signature |  | 26                                                                                        |
|           |

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PART I.    FINANCIALINFORMATION

Item 1.    FinancialStatements

JOURNAL REGISTER COMPANYCONDENSEDCONSOLIDATED BALANCESHEETS(Unaudited)

|                                                                                                                                  |  |                |           |                 |  |        |           |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------------|--|----------------|-----------|-----------------|--|--------|-----------|---------|--|--|
| Inthousands, except for share dataAs of:                                                                                         |  | March  26,2006 |           | December25,2005 |
| ASSETS:                                                                                                                          |  |           |      |            |  |   |      |    |
| Currentassets:                                                                                                                   |  |           |      |            |  |   |      |    |
| Cash and cashequivalents                                                                                                         |  | $              | 2,926     |            |  | $      | 2,410     |    |
| Accountsreceivable, less allowance for doubtfulaccounts of $7,544 and$7,937,respectively                                         |  |           | 56,997    |            |  |   | 61,203    |    |
| Inventories                                                                                                                      |  |           | 8,521     |            |  |   | 8,736     |    |
| Deferredincometaxes                                                                                                              |  |           | 10,431    |            |  |   | 10,588    |    |
| Othercurrentassets                                                                                                               |  |           | 8,368     |            |  |   | 7,375     |    |
| Totalcurrentassets                                                                                                               |  |           | 87,243    |            |  |   | 90,312    |    |
| Property,plant andequipment:                                                                                                     |  |           |      |            |  |   |      |    |
| Land                                                                                                                             |  |           | 14,386    |            |  |   | 14,386    |    |
| Buildingsandimprovements                                                                                                         |  |           | 98,308    |            |  |   | 97,800    |    |
| Machineryandequipment                                                                                                            |  |           | 189,102   |            |  |   | 187,195   |    |
| Constructioninprogress                                                                                                           |  |           | 6,812     |            |  |   | 6,731     |    |
| Totalproperty, plant andequipment                                                                                                |  |           | 308,608   |            |  |   | 306,112   |    |
| Lessaccumulateddepreciation                                                                                                      |  |           | (153,874  | )          |  |   | (150,225  | )  |
| Netproperty, plant andequipment                                                                                                  |  |           | 154,734   |            |  |   | 155,887   |    |
| Intangibleand otherassets:                                                                                                       |  |           |      |            |  |   |      |    |
| Goodwill                                                                                                                         |  |           | 779,587   |            |  |   | 779,581   |    |
| Otherintangible assets, net of accumulated amortizationof $10,581 and$11,936,respectively                                        |  |           | 147,614   |            |  |   | 151,553   |    |
| Fairmarket value ofhedges                                                                                                        |  |           | 9,845     |            |  |   | 7,189     |    |
| Otherassets                                                                                                                      |  |           | 3,527     |            |  |   | 3,367     |    |
| Totalassets                                                                                                                      |  | $              | 1,182,550 |            |  | $      | 1,187,889 |    |
| LIABILITIESAND STOCKHOLDERS’EQUITY:                                                                                        |  |           |      |            |  |   |      |    |
| Currentliabilities:                                                                                                              |  |           |      |            |  |   |      |    |
| Dividendspayable                                                                                                                 |  | $              | 803       |            |  | $      | 809       |    |
| Currentmaturities of seniordebt                                                                                                  |  |           | 7,500     |            |  |   | 7,500     |    |
| Accountspayable                                                                                                                  |  |           | 17,437    |            |  |   | 19,369    |    |
| Accruedinterest                                                                                                                  |  |           | 6,100     |            |  |   | 6,603     |    |
| Deferredsubscriptionrevenue                                                                                                      |  |           | 14,942    |            |  |   | 14,664    |    |
| Accruedsalaries andvacation                                                                                                      |  |           | 10,790    |            |  |   | 10,704    |    |
| Otheraccrued expenses and currentliabilities                                                                                     |  |           | 21,392    |            |  |   | 20,876    |    |
| Totalcurrentliabilities                                                                                                          |  |           | 78,964    |            |  |   | 80,525    |    |
| Seniordebt                                                                                                                       |  |           | 740,400   |            |  |   | 740,700   |    |
| Capital leaseobligations, net of currentmaturities                                                                               |  |           | 3,551     |            |  |   | 3,628     |    |
| Deferredincome taxes                                                                                                             |  |           | 104,860   |            |  |   | 103,127   |    |
| Accruedretiree benefits and otherliabilities                                                                                     |  |           | 20,291    |            |  |   | 20,259    |    |
| Incometaxespayable                                                                                                               |  |           | 17,615    |            |  |   | 17,608    |    |
| Commitmentsand contingencies                                                                                                     |  |           | —   |            |  |   | —   |    |
| Stockholders’equity:                                                                                                       |  |           |      |            |  |   |      |    |
| Common stock,$.01 par value per share, 300,000,000 shares authorized, 48,437,581issued at March  26,  2006 and December  25,2005 |  |           | 484       |            |  |   | 484       |    |
| Additionalpaid-incapital                                                                                                         |  |           | 361,974   |            |  |   | 361,494   |    |
| Accumulateddeficit                                                                                                               |  |           | (4,718    | )          |  |   | (5,680    | )  |
|                                                                                                                             |  |           | 357,740   |            |  |   | 356,298   |    |
| Lesstreasury stock                                                                                                               |  |           |      |            |  |   |      |    |
| 8,633,473shares and 8,052,056 shares, respectively, atcost                                                                       |  |           | (129,720  | )          |  |   | (121,953  | )  |
| Accumulatedother comprehensive loss, net of tax                                                                                  |  |           | (10,659   | )          |  |   | (12,230   | )  |
| Unearnedcompensation                                                                                                             |  |           | (492      | )          |  |   | (73       | )  |
| Stockholders’equity                                                                                                        |  |           | 216,869   |            |  |   | 222,042   |    |
| Totalliabilities and stockholders’equity                                                                                   |  | $              | 1,182,550 |            |  | $      | 1,187,889 |    |
|                                                                                                                                  |

Seeaccompanying notes to condensed consolidated financialstatements.

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JOURNAL REGISTER COMPANYCONDENSEDCONSOLIDATED STATEMENTS OFINCOME(Unaudited)

|                                        |  |                     |         |                   |  |        |         |         |  |  |
|----------------------------------------|--|---------------------|---------|-------------------|--|--------|---------|---------|--|--|
| Inthousands, except per share data     |  | Thirteen weeksended |
| Fiscal periodended                     |  | March  26,2006      |         | March  27,2005(1) |
| Revenues:                              |  |                |    |              |  |   |    |    |
| Advertising                            |  | $                   | 99,945  |              |  | $      | 102,240 |    |
| Circulation                            |  |                | 25,144  |              |  |   | 25,698  |    |
| Newspaperrevenues                      |  |                | 125,089 |              |  |   | 127,938 |    |
| Commercialprinting and other           |  |                | 4,501   |              |  |   | 4,599   |    |
| Totalrevenues                          |  |                | 129,590 |              |  |   | 132,537 |    |
| Operatingexpenses:                     |  |                |    |              |  |   |    |    |
| Salaries andemployeebenefits           |  |                | 55,312  |              |  |   | 55,957  |    |
| Newsprint,ink and printing charges     |  |                | 12,248  |              |  |   | 11,414  |    |
| Selling, general andadministrative     |  |                | 19,862  |              |  |   | 21,682  |    |
| Depreciationandamortization            |  |                | 4,641   |              |  |   | 4,866   |    |
| Other                                  |  |                | 17,743  |              |  |   | 17,419  |    |
| Totaloperatingexpenses                 |  |                | 109,806 |              |  |   | 111,338 |    |
| Operatingincome                        |  |                | 19,784  |              |  |   | 21,199  |    |
| Netinterest expense andother           |  |                | (11,217 | )            |  |   | (8,865  | )  |
| Write-off ofdebt issuancecosts         |  |                | (5,662  | )            |  |   | — |    |
| Incomebefore provision for incometaxes |  |                | 2,905   |              |  |   | 12,334  |    |
| Provision forincome taxes              |  |                | 1,140   |              |  |   | 4,835   |    |
| Netincome                              |  | $                   | 1,765   |              |  | $      | 7,499   |    |
| Netincome per commonshare:             |  |                |    |              |  |   |    |    |
| Basic                                  |  | $                   | 0.04    |              |  | $      | 0.18    |    |
| Diluted                                |  | $                   | 0.04    |              |  | $      | 0.18    |    |
| Dividendsper commonshares              |  | $                   | 0.02    |              |  | $      | — |    |
| Weighted-averagesharesoutstanding:     |  |                |    |              |  |   |    |    |
| Basic                                  |  |                | 40,177  |              |  |   | 42,017  |    |
| Diluted                                |  |                | 40,289  |              |  |   | 42,425  |    |
|                                        |

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| (1) | Containsreclassifications in order to conform to current yearpresentation. |

See accompanying notes to condensedconsolidated financial statements.

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JOURNAL REGISTER COMPANYCONDENSEDCONSOLIDATED STATEMENTS OF CASHFLOWS(Unaudited)

|                                                                                 |  |                     |          |                  |  |        |         |         |  |  |
|---------------------------------------------------------------------------------|--|---------------------|----------|------------------|--|--------|---------|---------|--|--|
| Inthousands                                                                     |  | Thirteen weeksended |
| Fiscalperiod ended                                                              |  | March 26, 2006      |          | March27, 2005(1) |
| Cash flows fromoperating activities:                                            |  |                |     |             |  |   |    |    |
| Netincome                                                                       |  | $                   | 1,765    |             |  | $      | 7,499   |    |
| Adjustmentsto reconcile net income to net cash provided by operatingactivities: |  |                |     |             |  |   |    |    |
| Provision forlosses on accountsreceivable                                       |  |                | 1,056    |             |  |   | 1,026   |    |
| Depreciationandamortization                                                     |  |                | 4,641    |             |  |   | 4,866   |    |
| Write-offof debt issuancecosts                                                  |  |                | 5,662    |             |  |   | — |    |
| Non-cashinterestexpense                                                         |  |                | 281      |             |  |   | 372     |    |
| Increase indeferred incometaxes                                                 |  |                | 1,890    |             |  |   | 3,231   |    |
| Changesin operating assets andliabilities:                                      |  |                |     |             |  |   |    |    |
| Decrease inaccountsreceivable                                                   |  |                | 3,151    |             |  |   | 3,917   |    |
| Decreasein accountspayable                                                      |  |                | (1,933   | )           |  |   | (1,008  | )  |
| Other,net                                                                       |  |                | (1,495   | )           |  |   | (1,181  | )  |
| Netcash provided by operatingactivities                                         |  |                | 15,018   |             |  |   | 18,722  |    |
| Cashflows from investingactivities:                                             |  |                |     |             |  |   |    |    |
| Net additions toproperty, plant andequipment                                    |  |                | (3,174   | )           |  |   | (1,612  | )  |
| Netproceeds from sale of property, plant &equipment                         |  |                | 87       |             |  |   | — |    |
| Netcash used in investingactivities                                             |  |                | (3,087   | )           |  |   | (1,612  | )  |
| Cashflows from financingactivities:                                             |  |                |     |             |  |   |    |    |
| Proceeds fromissuance of long-termdebt                                          |  |                | 755,500  |             |  |   | — |    |
| Extinguishmentof prior long-termdebt                                            |  |                | (755,500 | )           |  |   | — |    |
| Payments oflong-termdebt                                                        |  |                | (300     | )           |  |   | (16,600 | )  |
| Payments oncapital lease obligations                                            |  |                | (76      | )           |  |   | (52     | )  |
| Dividendspaid                                                                   |  |                | (809     | )           |  |   | — |    |
| Debt issuancecosts                                                              |  |                | (2,463   | )           |  |   | — |    |
| Purchase ofcompanystock                                                         |  |                | (7,767   | )           |  |   | — |    |
| Netcash used in financingactivities                                             |  |                | (11,415  | )           |  |   | (16,652 | )  |
| Increasein cash and cashequivalents                                             |  |                | 516      |             |  |   | 458     |    |
| Cash and cashequivalents, beginning ofperiod                                    |  |                | 2,410    |             |  |   | 2,003   |    |
| Cashand cash equivalents, end ofperiod                                          |  | $                   | 2,926    |             |  | $      | 2,461   |    |
| Supplementaldisclosures of cash flowinformation:                                |  |                |     |             |  |   |    |    |
| Cashpaid during the periodfor:                                                  |  |                |     |             |  |   |    |    |
| Interest                                                                        |  | $                   | 11,368   |             |  | $      | 7,805   |    |
| Incometaxes                                                                     |  | $                   | 759      |             |  | $      | 1,251   |    |
| Supplementaldisclosures of non-cashactivities:                                  |  |                |     |             |  |   |    |    |
| Comprehensiveincome – mark-to-market adjustments, net oftax               |  | $                   | 1,571    |             |  | $      | 4,516   |    |
|                                                                                 |

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| (1) | Containsreclassifications in order to conform to current yearpresentation. |

See accompanying notes to condensedconsolidated financialstatements.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

1.    Organizationand Basis of Presentation

The accompanying consolidatedfinancial statements include Journal Register Company and all of itswholly-owned subsidiaries (the‘‘Company’’). The Company primarilypublishes daily and non-daily newspapers in print and online servingmarkets in Philadelphia and its surrounding areas, Michigan,Connecticut, the Greater Cleveland area of Ohio, New England, and theCapital-Saratoga and Mid-Hudson regions of New York. The Company ownsand manages commercial printing operations in Connecticut andPennsylvania. The Company also owns JobsInTheUS, a network of sevenpremier employment Web sites in New England. The Company wasincorporated on March  11,  1997 and became a publiclytraded company in May of 1997.

The Company has authorized1,000,000 shares of Preferred Stock, none of which were issued oroutstanding during the periods presented. The Company has a 52/53 weekfiscal year generally ending on the Sunday closest to the end of thecalendar year.

The condensed consolidated interim financialstatements included herein have been prepared by the Company, withoutaudit, in accordance with accounting principles generally accepted inthe United States (‘‘GAAP’’) and pursuantto the rules and regulations of the Securities and Exchange Commission.The condensed consolidated interim financial statements do not includeall of the information and footnote disclosure required by GAAP forcomplete financial statements. In the opinion of the Company’smanagement, the accompanying unaudited condensed consolidated financialstatements contain all material adjustments (consisting only of normalrecurring accruals) necessary to present fairly its financial positionas of March  26,  2006 and December  25,  2005and the results of its operations and cash flows for the thirteen weekperiods ended March  26,  2006 and March  27,2005. These financial statements should be read in conjunction with theDecember  25,  2005 audited Consolidated FinancialStatements and Notes thereto. The interim operating results are notnecessarily indicative of the results to be expected for an entireyear.

2.    Earnings Per Common Share

The followingtable sets forth the computation of weighted-average shares outstandingfor calculating both basic and diluted earnings pershare:

|                                       |  |                     |        |                |  |        |        |        |  |  |
|---------------------------------------|--|---------------------|--------|----------------|--|--------|--------|--------|--|--|
|                                  |  | Thirteenweeks ended |
| (Inthousands)                         |  | March  26,2006      |        | March  27,2005 |
| Weighted-average shares – basic |  |                | 40,177 |           |  |   | 42,017 |   |
| Effect ofdilutivesecurities:          |  |                |   |           |  |   |   |   |
| Employee stockoptions                 |  |                | 112    |           |  |   | 408    |   |
| Weighted-averageshares –diluted |  |                | 40,289 |           |  |   | 42,425 |   |
|                                       |

Optionsto purchase approximately 5.2  million shares of common stock ata range of $14.00 to $22.50 per share were outstanding during thethirteen week period ended March  26,  2006, but were notincluded in the computation of diluted earnings per share for suchperiod because the exercise prices were greater than the average marketprice of the common shares during such period. Similarly, options topurchase 2.4  million shares of common stock at a range of $18.51to $22.50 were outstanding during the thirteen week period endedMarch  27,  2005, but were not included in the computationof the diluted earnings per share for such period because the exerciseprices of those options were greater than the average market price ofthe common shares during suchperiod.

3.    Acquisitions

The Company applies the purchase method of accounting foracquisitions. Acquisitions and dispositions of properties are subjectto closing costs and may be subject to the finalization of customaryadjustments.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

3.    Acquisitions (continued)

On December  6,  2005, theCompany completed the acquisition of the assets of JobsInTheUS, basedin Westbrook, Maine. This acquisition included the online recruitingWeb sites of JobsInTheUS.com, JobsInME.com, JobsInNH.com, JobsInVT.com,JobsInRI.com and other domain names. Founded in 1999, JobsInTheUS isone of the fastest-growing local job Internet sites — both interms of unique visits to the Web sites and jobs posted. The acquiredcompany specializes in state-specific job Internet sites wherequalified candidates who want to work in a particular region find amatch with local employers. The excess of the purchase price over thefair market value of the assets acquired is subject to the Companyfinalizing the valuation of the business acquired and purchase priceallocation.

Subsequent Event — OnMarch  29,  2006, the Company completed the acquisition ofthe assets of the Suburban Lifestyles Community Newspaper Group,(‘‘Suburban Lifestyles’’). Based inRochester Hills, Michigan, the Suburban Lifestyles is distributed inmany of the affluent and growing neighborhoods of Oakland and MacombCounty and focuses on the local news and information in each of thecommunities it serves.

Results of operations of theCompany’s acquisitions are included in the Company’sresults of operations from the dates of their respectiveacquisition.

4.    Debtand Interest Rate Derivatives

On January  25,  2006,the Company amended and restated its existing Credit Agreement, datedAugust  12,  2004, pursuant to an Amended and RestatedCredit Agreement (the ‘‘Amended CreditAgreement’’) with JPMorgan Chase Bank, N.A. asAdministrative Agent, J.P. Morgan Securities Inc. as Sole Lead Arrangerand Sole Bookrunner, SunTrust Bank and Wachovia Bank, N.A. asCo-Syndication Agents and Bank of America, N.A. and The Royal Bank ofScotland PLC as Co-Documentation Agents and the several banks and otherfinancial institutions who became parties thereto as lenders. OnJanuary  25,  2006, the Company borrowed $625million in Term Loan A and $130.5  million in revolving creditloans under the Amended Credit Agreement. These borrowings were used torepay term loans and revolving credit loans outstanding under theformer Credit Agreement, to pay fees and expenses in connection withthe Amended Credit Agreement, and for general corporate purposes onJanuary  25,  2006. The Amended Credit Agreement allowedthe Company to borrow up to an additional $244.5  million inrevolving credit loans, subject to the terms of the Amended CreditAgreement. In addition, an incremental loan facility is also madeavailable under the Amended Credit Agreement in the maximum amount of$500  million, subject to the terms and conditions of theagreement. The lenders have no obligation to make additional loans tothe Company under the incremental loan facility, but may enter intothese commitments at their sole discretion.

The Amended CreditAgreement is an amendment and restatement of the former CreditAgreement which was in effect from August  12,  2004 untilJanuary  25,  2006 and, therefore, contains substantiallysimilar terms as the former Credit Agreement except that, among otherchanges and in addition to the terms described above, the Term Loan Bunder the former Credit Agreement was eliminated and the Term Loan Acommitment was increased by $350  million. The amortizationperiod for the Term Loan A has also been extended. The commitment feeon the currently available and unused revolving credit loans has beenreduced by 0.125 percent and the interest rates on outstanding loansbased on London Interbank Offered Rates have been reduced by 0.25percent to 0.50 percent, subject to the terms and conditions of theAmended Credit Agreement. The borrowings currently outstanding underthe Amended Credit Agreement bear interest based on either variousLondon Interbank Offered Rates (determined daily) plus 1.00 percent orthe Prime Rate.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

4.    Debtand Interest Rate Derivatives (continued)

The Amended Credit Agreement provides formandatory prepayments with the proceeds of certain dispositions andcasualty events and with specified percentages of excess cash flow (asthat term is defined in the agreement). In addition, the full amount ofthe borrowings may become immediately due following events of defaultby the Company or its subsidiaries as specified, and the Company mayprepay borrowings without premium or penalty in accordance with theprovisions of the Amended Credit Agreement.

Pursuant to the termsof the Amended Credit Agreement, the Company will be required tomaintain specified financial ratios, and will also be subject tospecified operational limitations, including, among others, limitationson its ability to incur additional indebtedness, to make certainfundamental company changes (such as mergers and dispositions ofassets), to authorize dividends and distributions on theCompany’s capital stock, and to undertake certain capitalexpenditures.

The borrowings are fully and unconditionallyguaranteed by each of the Company’s subsidiaries. The Companyand its guarantor subsidiaries have pledged substantially all of theirassets to secure the borrowings.

The Company will be required topay down the principal amount of the term loan in quarterlyinstallments starting on December  29,  2006 and endingwith a payment of $340  million on August  12,  2012.The first four quarterly installments will be $7.5  million perquarter, the next four will be $10  million per quarter, the nextfour will be $12.5  million per quarter, and the remaining elevenquarterly installments will be $15  million. Interest andcommitment fees will be payable quarterly or at the end of selectedinterest periods. The initial availability of $375  million ofthe Revolving Credit Facility under the Amended Credit Agreement isavailable until August  12,  2012. As of March26,  2006, the maximum availability under the Revolving CreditFacility was $259.6  million, with approximately $117million available based on the terms of the Amended CreditAgreement.

In connection with this refinancing, the Companywrote-off $5.7  million of deferred debt issuance costsassociated with the former Credit Agreement. This is reflected as acharge against earnings in the Consolidated Statements of Income and asa non-cash item in the Consolidated Statements of Cash Flows for thethirteen week period ending March  26,  2006.

The Company’s long-term debt as of March26,  2006 and December  25,  2005 was comprised ofthefollowing:

|                           |  |        |         |        |  |        |         |        |  |  |
|---------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| Inthousands               |  | 2006   |         | 2005   |
| Termloan A                |  | $      | 625,000 |   |  | $      | 275,000 |   |
| Term loanB                |  |   | — |   |  |   | 350,000 |   |
| Revolving creditfacility  |  |   | 122,900 |   |  |   | 123,200 |   |
| Totalsenior debt          |  |   | 747,900 |   |  |   | 748,200 |   |
| Less:currentportion       |  |   | 7,500   |   |  |   | 7,500   |   |
| Totallong-term seniordebt |  | $      | 740,400 |   |  | $      | 740,700 |   |
|                           |

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

4.    Debtand Interest Rate Derivatives (continued)

The aggregate maturities payable as ofMarch  26,  2006 under the refinanced Term Loan A for thefollowing fiscal years are as follows (inthousands):

|      |  |        |         |        |  |  |
|------|--|--------|---------|--------|--|--|
| 2006 |  | $      | 7,500   |   |
| 2007 |  |   | 22,500  |   |
| 2008 |  |   | 40,000  |   |
| 2009 |  |   | 50,000  |   |
| 2010 |  |   | 60,000  |   |
| 2011 |  |   | 60,000  |   |
| 2012 |  |   | 385,000 |   |
|      |

Inaccordance with the requirements of the Amended Credit Agreement, theCompany is required to maintain certain Interest Rate ProtectionAgreements (‘‘IRPAs’’) on a portion of itsdebt to reduce the potential exposure of the Company’s futurecash flows to fluctuations in variable interest rates. The minimumrequirement varies depending on the Company’s Total LeverageRatio, as defined in the Amended Credit Agreement. Pursuant to theserequirements, the Company entered into certain IRPAs that consist of(i) interest rate collars (‘‘Collars’’)that establish a base interest rate ceiling(‘‘Cap’’) and a base interest rate floor(‘‘Floor’’) and (ii) interest rate swaps(‘‘Swaps’’) in which the Company exchangesa portion of its floating rate debt for fixed rate debt, in each caseat no initial cost to the Company.

Interest RateCollars — Pursuant to the terms of theCollars, in the event 90-day LIBOR exceeds the Cap, the Company willreceive cash from the issuers to compensate for the rate in excess ofthe Cap. If the 90-day LIBOR is lower than the Floor, the Company willpay cash to the issuers to compensate for the rate below the Floor.Each of the Collars is for a fixed notional amount, as set forth in thechart below. As of March  26,  2006, the aggregate notionalamount of outstanding Collars in effect was $300  million.

The following table summarizes the Company’s existing Collarsand contracts for Collars including those that have an effective dateoccurring in the future, in each case at March  26,2006:

|                  |  |         |  |           |  |                |  |           |  |  |  |  |  |  |  |  |  |  |
|------------------|--|---------|--|-----------|--|----------------|--|-----------|--|--|--|--|--|--|--|--|--|--|
| EffectiveDate    |  | CAP (%) |  | Floor (%) |  | NotionalAmount |  | Term      |
| August  20,2004  |  | 4.5     |  | 2.05      |  | $50million     |  | 2 years   |
| October  29,2004 |  | 4.5     |  | 2.08      |  | $100  million  |  | 2years    |
| January  29,2005 |  | 4.5     |  | 2.38      |  | $50  million   |  | 2years    |
| January  29,2005 |  | 4.5     |  | 2.47      |  | $100  million  |  | 2years    |
| January  29,2007 |  | 6.0     |  | 3.39      |  | $100million    |  | 2.75years |
|                  |

Interest RateSwaps — Pursuant to the terms of the Swaps, inthe event 90-day LIBOR exceeds the fixed interest rate, the Companywill receive cash from the issuers to compensate for the rate in excessof the fixed rate. If the 90-day LIBOR is lower than the fixed rate,the Company will pay cash to the issuers to compensate for the ratebelow the fixed rate. As of March  26,  2006, the aggregatenotional amount of existing Swaps in effect was $225million.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

4.    Debtand Interest Rate Derivatives (continued)

The following table summarizes theCompany’s existing and executed contracts for Swaps atMarch  26,  2006:

|                |  |                |       |                |  |                |  |           |  |  |  |  |  |  |
|----------------|--|----------------|-------|----------------|--|----------------|--|-----------|--|--|--|--|--|--|
| EffectiveDate  |  | Fixed Rate (%) |       | NotionalAmount |  | Term           |
| December3,2004 |  |           | 3.48  |           |  | $50million     |  | 3.0years  |
| April  1,2005  |  |           | 4.06  |           |  | $100  million  |  | 4.75years |
| April  1,2005  |  |           | 4.085 |           |  | $112million(1) |  | 4.75years |
|                |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------|
| (1) | Representsthe average of an amortizing notional amount for which the actualnotional amount at March  26,  2006 was $75.0million. |

Under Statement of Financial Accounting Standards(‘‘SFAS’’) No. 133, Accounting forDerivative Instruments and Hedging Activities, as amended, the fairmarket value of derivatives is reported as an adjustment to OtherComprehensive Income/Loss (‘‘OCI’’). TheIRPAs were fully effective in hedging a portion of the changes in cashflows related to the debt obligation during the thirteen week periodended March  26,  2006 and the fiscal year endedDecember  25,  2005. The Company reported a deferred gainin OCI as of March  26,  2006 of approximately $1.6million compared to a total deferred gain of $4.5  million atMarch  27,  2005 (which is net of $1.1  million and$3.1  million of deferred taxes, respectively).

TheCompany’s weighted average effective interest rate wasapproximately 5.7 percent for the thirteen week period endedMarch  26,  2006 and approximately 4.1 percent for thethirteen week period ended March  27,  2005. The effectiveinterest rates for the thirteen week period ended March26,  2006 and March  27,  2005 includes the impact ofa $0.4  million pre-tax benefit and a $0.1  million pre-taxcharge, respectively, realized and reported as a component of interestexpense related to the Company’s IRPAs.

Each IRPA isdesignated for all or a portion of the principal balance and term of aspecific debt obligation. From time to time, the Company may enter intoadditional IRPAs for nominal amounts on the outstanding debt that will,at a minimum, meet the requirements of the CreditAgreement.

5.    StockIncentive Plans

The Company has adopted the SFAS No. 123(R),Accounting for Stock-Based Compensation, as of the beginning of2006 using the modified prospective method. This statements requiresthat share based transactions be accounted for using a fair value basedmethod to recognize compensation expense. It also requires that thebenefit of tax deductions in excess of recognized compensation cost bereported as a financing cash flow, rather than as an operating cashflow as was required under previous pronouncements.

Prior to theadoption of SFAS No. 123(R), the Company accounted for stock-basedcompensation awards using the intrinsic value method as prescribed byAccounting Principles Board Opinion No. 25. Accordingly, the Companydid not recognize compensation expense in the Condensed ConsolidatedStatement of Income for options granted that had an exercise priceequal to the market value of the underlying common stock on the date ofgrant. However, the Company did record compensation expense of $61,000related to restricted stock units based on the market value of theCompany’s stock at the date of grant. As required by SFAS No.123(R), the Company provided certain pro forma disclosures forstock-based awards as if the fair-value-based approach of the SFAS No.123(R) had been applied.

During 1997, the Company’s Boardof Directors (the ‘‘Board’’) adopted, andthe Company’s stockholders approved, the Company’s 1997Stock Incentive Plan (the ‘‘1997 Plan’’).The 1997 Plan, as 

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

5.    StockIncentive Plans (continued)

amended, authorizes grants of up to 7,383,750shares of Common Stock through: (i) incentive stock options andnon-qualified stock options (in each case, with or without stockappreciation rights) to acquire common stock; (ii) awards of restrictedshares of Common Stock; and (iii) stock units to such directors,officers and other employees of, and consultants to, the Company andits subsidiaries and affiliates as may be designated by theCompensation Committee of the Board or such other committee of theBoard as the Board may designate.

Incentive stock options aregranted at no less than fair market value of the common stock on thedate of grant. The option price per share of common stock for all otherstock options is established by the Compensation Committee of theBoard. Stock options generally vest evenly over a five year period at arate of 20 percent per year commencing on the first anniversary afterissuance, continuing through the fifth anniversary, at which time 100percent may be exercised. These options generally expire ten yearsafter issuance. No stock options were granted during the thirteen weekperiod ended March  26,  2006 and March  27,2005.

On October  27,  2005, the Company amendedcertain option award agreements to accelerate vesting of approximately1.4  million options for which the exercise price was above thethen current market price.

The following table illustrates theeffect on net income after tax and net income per common share as ifthe Company had applied the fair value recognition provisions of SFASNo. 123(R) to stock-based compensation for the thirteen weeks endedMarch  27,2005:

|                                                                                                                                          |  |                     |        |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------|--------|---------|--|--|
| (Inthousands, except per share amounts)                                                                                                  |  | Thirteen weeksended |
| Fiscal periodended                                                                                                                       |  | March  27,  2005    |
| Netincome:                                                                                                                               |  |                |   |    |
| Asreported                                                                                                                               |  | $                   | 7,499  |    |
| Add: Stock-basedemployee compensation expense previously included in net income, net ofrelated tax effects                               |  |                | 227    |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of related taxeffects |  |                | (732   | )  |
| Pro forma netincome                                                                                                                      |  | $                   | 6,994  |    |
| Basicearnings per common share:                                                                                                          |  |                |   |    |
| Asreported                                                                                                                               |  | $                   | 0.18   |    |
| Proforma                                                                                                                                 |  | $                   | 0.17   |    |
| Diluted earnings percommon share:                                                                                                        |  |                |   |    |
| Asreported                                                                                                                               |  | $                   | 0.18   |    |
| Proforma                                                                                                                                 |  | $                   | 0.16   |    |
|                                                                                                                                          |

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

5.    StockIncentive Plans (continued)

The following table summarizes theCompany’s stock option activity for the thirteen week periodended March  26,2006:

|                                      |  |                 |           |                               |  |        |         |        |  |  |
|--------------------------------------|--|-----------------|-----------|-------------------------------|--|--------|---------|--------|--|--|
|                                 |  | NumberofOptions |           | Weighted-AverageExercisePrice |
| Outstanding – December 25,2005 |  |            | 5,218,660 |                          |  | $      | 18.31   |   |
| Granted                              |  |            | —   |                          |  |   | — |   |
| Exercised                            |  |            | —   |                          |  |   | — |   |
| Forfeited                            |  |            | 4,400     |                          |  |   | 16.95   |   |
| Outstanding– March  26,2006    |  |            | 5,214,260 |                          |  | $      | 18.31   |   |
| Exercisableat March  26,2006         |  |            | 5,214,260 |                          |  |   |    |   |
|                                      |

Furtherinformation about stock options outstanding at March  26,2006 is asfollows:

|                         |  |                   |           |                                                  |  |                                |     |                    |  |                                |       |        |  |        |           |        |  |        |       |        |  |  |
|-------------------------|--|-------------------|-----------|--------------------------------------------------|--|--------------------------------|-----|--------------------|--|--------------------------------|-------|--------|--|--------|-----------|--------|--|--------|-------|--------|--|--|
| Rangeof Exercise Prices |  | NumberOutstanding |           | Weighted-AverageRemainingContractual Life(years) |  | Weighted- AverageExercisePrice |     | Number Exercisable |  | Weighted-AverageExercise Price |
| $14.00 –16.00     |  |              | 1,841,179 |                                             |  |                           | 4.0 |               |  | $                              | 14.99 |   |  |   | 1,841,179 |   |  | $      | 14.99 |   |
| $16.01–18.00      |  |              | 1,014,085 |                                             |  |                           | 7.6 |               |  |                           | 17.31 |   |  |   | 1,014,085 |   |  |   | 17.31 |   |
| $18.01–20.00      |  |              | 392,208   |                                             |  |                           | 7.6 |               |  |                           | 19.38 |   |  |   | 392,208   |   |  |   | 19.38 |   |
| $20.01–22.50      |  |              | 1,966,788 |                                             |  |                           | 3.1 |               |  |                           | 21.73 |   |  |   | 1,966,788 |   |  |   | 21.73 |   |
|                    |  |              | 5,214,260 |                                             |  |                           | 4.6 |               |  | $                              | 18.31 |   |  |   | 5,214,260 |   |  | $      | 18.31 |   |
|                         |

Duringthe thirteen weeks ended March  26,  2006, the Companyissued 40,000 restricted stock units pursuant to the 1997 Plan 25,000units vest over a two year period of time and the Company has assumed a10% rate of forfeiture. The other 15,000 units vest based on theachievement of performance based milestones. In total, the Company hasissued approximately 198,000 restricted stock units under the Plan. Ofthese restricted units, 10,325 were issued to directors of the Companyand vest monthly over a twelve-month period, and the remainder wereissued to key employees and vest based on the achievement ofperformance-based milestones, over a five year period.

TheCompany uses the Black-Scholes option pricing model to determine fairvalue of stock options and restricted stock units at the date of grant.The model assumes a weighted average risk free interest rate of4.10%, expected common stock market price volatility factor of0.14 and a seven-year weighted average expected life of each optiongranted for both the thirteen week periods ended March26,  2006 and March  27,  2005.

Thecompensation cost that has been charged against income for this planwas $61,000 with a related tax benefit of $24,000 for the thirteenweeks ended March  26,  2006. Total compensation costrelated to non-vested awards not yet recognized at March26,  2006 is $411,000 with an expected weighted-averagerecognition period of twenty-two months.

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

6.    Comprehensive Income

Thecomponents of comprehensive income for the thirteen weeks endedMarch  26,  2006 and March  27,  2005 are asfollows:

|                                                                                        |  |                     |       |               |  |        |        |         |  |  |
|----------------------------------------------------------------------------------------|--|---------------------|-------|---------------|--|--------|--------|---------|--|--|
|                                                                                   |  | Thirteenweeks ended |
| (Inthousands)                                                                          |  | March 26, 2006      |       | March 27,2005 |
| Netincome                                                                              |  | $                   | 1,765 |          |  | $      | 7,499  |    |
| Reclassificationof unrealized gains on fully effective hedges to net income, net oftax |  |                | (232  | )        |  |   | 69     |    |
| Net change in fairvalue of fully effective hedges, net oftax                           |  |                | 1,801 |          |  |   | 4,465  |    |
| Mark to marketadjustment of investments, net oftax                                     |  |                | 2     |          |  |   | (18    | )  |
| Comprehensiveincome                                                                    |  | $                   | 3,336 |          |  | $      | 12,015 |    |
|                                                                                        |

7.    Intangibleand Other Assets

Under SFAS No. 142, goodwill andindefinite-lived intangible assets are no longer amortized. However,they are reviewed annually or more frequently, if required, forimpairment. Separable intangible assets that are not deemed to have anindefinite life will continue to be amortized over their useful lives.The Company performs the required annual impairment tests as of thefirst day of the fourth quarter of each fiscal year.

Thecarrying amounts of goodwill and other intangible assets are asfollows:

|                                                    |  |                     |         |                         |  |        |         |         |  |                         |         |        |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|----------------------------------------------------|--|---------------------|---------|-------------------------|--|--------|---------|---------|--|-------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                               |  | Asof March 26, 2006 |         | As of December 25,2005  |
| (Inthousands)                                      |  | Gross               |         | AccumulatedAmortization |  | Net    |         | Gross   |  | AccumulatedAmortization |         | Net    |
| Goodwill                                           |  | $                   | 842,797 |                    |  | $      | (63,210 | )  |  | $                       | 779,587 |   |  | $      | 842,791 |   |  | $      | (63,210 | )  |  | $      | 779,581 |   |
| Otherintangible assets not subject toamortization: |  |                |    |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |   |    |   |
| Mastheads                                          |  | $                   | 137,900 |                    |  | $      | (92     | )  |  | $                       | 137,808 |   |  | $      | 137,900 |   |  | $      | (92     | )  |  | $      | 137,808 |   |
| Otherintangible assets subject toamortization:     |  |                |    |                    |  |   |    |    |  |                    |    |   |  |   |    |   |  |   |    |    |  |   |    |   |
| Customerand subscriberlists                        |  |                | 9,657   |                    |  |   | (7,972  | )  |  |                    | 1,685   |   |  |   | 9,657   |   |  |   | (7,579  | )  |  |   | 2,078   |   |
| Non-competecovenants                               |  |                | 4,347   |                    |  |   | (2,357  | )  |  |                    | 1,990   |   |  |   | 4,317   |   |  |   | (2,269  | )  |  |   | 2,048   |   |
| Debtissuancecosts                                  |  |                | 6,291   |                    |  |   | (160    | )  |  |                    | 6,131   |   |  |   | 11,615  |   |  |   | (1,996  | )  |  |   | 9,619   |   |
| Totalother intangibleassets                        |  | $                   | 158,195 |                    |  | $      | (10,581 | )  |  | $                       | 147,614 |   |  | $      | 163,489 |   |  | $      | (11,936 | )  |  | $      | 151,553 |   |
|                                                    |

Identifiableintangible assets include customer and subscriber lists, non-competecovenants, and debt issuance costs, which have an estimable useful lifeand are amortizable on a straight-line basis over their useful lives.Indefinite-lived intangible assets include goodwill and mastheads,which are not amortizable. For the thirteen weeks ended March26,  2006 and March  27,  2005, amortization expensefor intangible assets was approximately $764,000 and $958,000,respectively. For purposes of expense classification amortization ofdebt issuance costs are included as ‘‘Net interestexpense and other’’ in the Condensed ConsolidatedStatements of Income. Amortization of debt issuance costs was $281,000and $372,000 for the thirteen weeks ending March  26,  2006and March  27,  2005, respectively. Estimated amortizationof identifiable intangible assets is as follows:

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JOURNALREGISTER COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTSMarch  26,2006(Unaudited)

7.    Intangibleand Other Assets (continued)

|               |  |        |       |        |  |  |
|---------------|--|--------|-------|--------|--|--|
| (Inthousands) |  |   |
| 2006          |  | $      | 2,507 |   |
| 2007          |  |   | 1,910 |   |
| 2008          |  |   | 1,401 |   |
| 2009          |  |   | 1,363 |   |
| 2010          |  |   | 1,233 |   |
| Thereafter    |  |   | 2,034 |   |
|               |

Thechanges in the carrying amount of goodwill during the thirteen weeksended March  26,  2006 and the fiscal year endedDecember  25,  2005 largely related to purchase priceadjustments of businesses acquired are asfollows:

|                                   |  |                |         |                    |  |        |         |         |  |  |
|-----------------------------------|--|----------------|---------|--------------------|--|--------|---------|---------|--|--|
| (Inthousands)                     |  | March  26,2006 |         | December  25, 2005 |
| Beginningbalance                  |  | $              | 779,581 |               |  | $      | 772,683 |    |
| Goodwillacquired during theperiod |  |           | — |               |  |   | 14,891  |    |
| Adjustments                       |  |           | 6       |               |  |   | (7,993  | )  |
| Endingbalance                     |  | $              | 779,587 |               |  | $      | 779,581 |    |
|                                   |

8.    Pensionand Other Post-retirement Benefits

Net Periodic Benefit Cost forthe thirteen week periods ended March  26,  2006 andMarch  27, 2005 included the followingcomponents:

|                                        |  |                 |        |                               |  |        |        |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------|--|-----------------|--------|-------------------------------|--|--------|--------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                   |  | PensionBenefits |        | Other Post-RetirementBenefits |
| (Inthousands)                          |  | 2006            |        | 2005                          |  | 2006   |        | 2005    |
| Componentsof Net Periodic BenefitCost: |  |            |   |                          |  |   |   |    |  |   |    |    |  |   |    |    |
| ServiceCost                            |  | $               | 763    |                          |  | $      | 699    |    |  | $      | 6       |    |  | $      | 5       |    |
| InterestCost                           |  |            | 1,550  |                          |  |   | 1,565  |    |  |   | 66      |    |  |   | 66      |    |
| ExpectedReturn on PlanAssets           |  |            | (2,141 | )                        |  |   | (2,066 | )  |  |   | — |    |  |   | — |    |
| Amortizationof:                        |  |            |   |                          |  |   |   |    |  |   |    |    |  |   |    |    |
| PriorServiceCost                       |  |            | (88    | )                        |  |   | (88    | )  |  |   | — |    |  |   | (17     | )  |
| Loss/(Gain)                            |  |            | 388    |                          |  |   | 387    |    |  |   | (98     | )  |  |   | (121    | )  |
| NetPeriodic BenefitCost                |  | $               | 472    |                          |  | $      | 497    |    |  | $      | (26     | )  |  | $      | (67     | )  |
|                                        |

TheCompany currently expects to contribute an aggregate of approximately$139,000 to its defined benefit pension plans in 2006. For thepost-retirement health and life insurance plans, the Company expects tocontribute approximately $429,000 in fiscal year 2006. During thethirteen weeks ended March  26,  2006, approximately$37,000 and $83,000 had been contributed by the Company to the Companysponsored defined benefit pension plans and post-retirement health andlife insurance plans, respectively.

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Item2.    Management’s Discussion and Analysis of FinancialCondition and Results of Operations

General

TheCompany’s principal business is publishing newspapers in printand online in the United States, and its publications are primarilydaily and non-daily newspapers. The Company’s revenues arederived primarily from advertising, paid circulation and commercialprinting.

As of March  26,  2006, the Company ownedand operated 27 daily newspapers and 354 non-daily publicationsstrategically clustered in seven geographic areas: GreaterPhiladelphia; Michigan; Connecticut; the Greater Cleveland area ofOhio; Central New England; and the Capital-Saratoga and Mid-Hudsonregions of New York. The Company owns JobsInTheUS, a network of sevenpremier employment Web sites in New England. The Company has total paiddaily circulation of approximately 628,000, total paid Sundaycirculation of approximately 658,000 and total non-daily distributionof approximately 6  million. The Company has an investment inPowerOne Media, LLC, a leading provider of online solutions fornewspapers, hosting the largest online newspaper network in theU.S.

The principal elements of the Company’s strategy areto: (i) expand advertising revenues and readership, in print andonline; (ii) grow by acquisition; (iii) capture synergies fromgeographic clustering; and (iv) implement consistent operating policiesand standards.

As part of its strategy, the Company focuses onincreasing advertising and circulation revenues and expandingreadership at its existing and newly acquired properties. The Companyhas also developed certain operating policies and standards, which itbelieves have resulted in significant improvements in the cash flow andprofitability of its existing and acquired newspapers, including: (i)focusing on local content; (ii) maintaining and improving productquality; (iii) enhancing distribution; and (iv) promoting communityinvolvement.

The Company is a leader in the newspaper industry inexecuting a clustering strategy. The Company believes that itsclustering strategy creates significant synergies and cost savingswithin each cluster, including cross-selling of advertising,centralized news gathering and consolidation of printing, productionand back office activities. The Company also believes that itsclustering strategy enables it to improve print quality anddistribution, introduce new products and services in a cost-effectivemanner and increase readership. In addition, clustering enables theCompany’s advertisers to expand their reach and target theirmessage both geographically and demographically.

The Companygenerates revenues through advertising, paid circulation, includingsingle copy sales and subscription sales, and commercial printing andother activities. For the thirteen weeks ending March  26,2006, advertising, paid circulation and commercial printing and otheractivities represented 77%, 19% and 4% of totalrevenue, respectively. The Company’s advertiser base ispredominantly local. The Company’s newspapers and Web sites seekto produce desirable results for local advertisers by targeting readersbased on certain geographic and demographic characteristics. TheCompany seeks to increase readership, and thereby generate traffic forits advertisers, by focusing on high product quality, compelling andprimarily proprietary local content and creative and interactivepromotions. The Company also publishes numerous special sections, aswell as niche and special interest publications. Such publications tendto increase readership within targeted demographic groups andgeographic areas. The Company’s management believes that as aresult of these strategies, its newspapers represent an attractive andcost-effective medium for its readers and advertisers.

TheCompany’s advertising revenues are derived primarily from abroad group of local advertisers. No single advertiser accounted formore than one percent of the Company's total fiscal year 2005revenues. The Company’s management believes that its advertisingrevenues tend to be relatively stable because its newspapers rely on abroad base of local retail and classified advertising, rather than thegenerally more volatile national and major account advertising. TheCompany’s advertising revenue and, to a lesser extent,circulation revenues are dependent on a variety of factors specific tothe communities that the Company’s newspapers serve. Forexample, the Company’s Michigan and Ohio clusters are impactedby the automotive sector.

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Online Operations

The Company iscommitted to expanding its business through its Internet initiatives.Online revenues of $3.3  million are included in advertisingrevenues for the thirteen weeks ending March  26,  2006 andrepresent a 31% increase from the comparable prior year period.The Company’s online objective is to make its Web sites, all ofwhich are accessible through www.journalregister.com, the localinformation portal for their respective markets by establishing suchWeb sites as the indispensable source of useful and reliable communitynews, sports, information and advertising in their markets. The Companycurrently operates 212 Web sites, which are affiliated with theCompany’s daily newspapers and non-daily publications.

Acquisitions

On December  6,  2005, the Companycompleted the acquisition of the assets of JobsInTheUS, based inWestbrook, Maine. This acquisition included the online recruiting Websites of JobsInTheUS.com, JobsInME.com, JobsInNH.com, JobsInVT.com,JobsInRI.com, JobsInMA.com and other domain names. Founded in 1999,JobsInTheUS is one of the fastest-growing local job Internet sites– both in terms of unique visits to the Web sites and jobsposted. The acquired company specializes in state-specific job Internetsites where qualified candidates who want to work in a particularregion find a match with local employers. JobsInTheUS is expected tobecome the cornerstone of the Company’s expanded onlinerecruitment product and when paired with the Company’s localnewspapers and Web sites, an important step for the future of theCompany.

Subsequent Event — On March29,  2006, the Company acquired the assets of the SuburbanLifestyles Community Newspaper Group, (‘‘SuburbanLifestyles’’). Based in Rochester Hills, Michigan, theSuburban Lifestyles is distributed in many of the affluent and growingneighborhoods of Oakland and Macomb County and focuses on the localnews and information in each of the communities it serves. SuburbanLifestyles will be integrated into the Company’s MichiganCluster.

Results of Operations

Thirteen WeekPeriod Ended March  26,  2006 as Compared to the ThirteenWeek Period Ended March  27,  2005

Forcomparison purposes, where noted, the Company’s revenues arepresented on a pro forma basis, which assumes that all propertiescurrently owned were owned in both the current and prior year periods.Certain operating expenses are presented, where noted, on a same-storebasis, which excludes the results of the Company’s acquisitionsfrom the current and prior yearperiods.

Summary.    Net income for the thirteenweek period ended March  26,  2006 was $1.8  million,or $0.04 per diluted share, versus $7.5  million, or $0.18 perdiluted share, for the thirteen week period ended March27,  2005. The Company’s 2006 first quarter reported netincome includes a $3.5  million charge, net of applicable taxes,for the non-cash write-off of deferred debt issuance costs related tothe refinancing of the Company’s Credit Agreement inJanuary  2006. Absent this charge, comparable net income was$5.2  million, or $0.13 per diluted share for the thirteen weekperiod ending March  26,  2006.

Revenues.    For the thirteen week period endedMarch  26,  2006, the Company’s total revenuesdecreased $2.9  million, or 2.2 percent, to $129.6million. Newspaper revenues for the thirteen weeks ended March26,  2006 as compared to the prior year period decreased$2.8  million, or 2.2 percent, to $125.1  million.Advertising revenues decreased 2.2 percent to $99.9  million, ascompared to $102.2  million for the first quarter of 2005.Circulation revenues, net of applicable discounts, for the thirteenweek period ended March  26,  2006 decreased approximately$0.6  million, or 2.2 percent, as compared to the prior yearperiod. Commercial printing and other revenues for the thirteen weeksended March  26,  2006 decreased by approximately$0.1  million, or 2.1 percent, to $4.5  million as comparedto the prior year period.

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The following table sets forth theCompany’s total advertising revenues, by category, for thethirteen weeks ended March  26,  2006 and March27,2005:

|                          |  |                     |        |                |  |           |         |        |  |        |     |        |  |  |
|--------------------------|--|---------------------|--------|----------------|--|-----------|---------|--------|--|--------|-----|--------|--|--|
|                     |  | ThirteenWeeks Ended |
| (Inthousands)            |  | March  26,2006      |        | March  27,2005 |  | %Decrease |
| Local                    |  | $                   | 52,148 |           |  | $         | 54,178  |   |  |   | 3.7 |   |
| Classified               |  |                | 42,557 |           |  |      | 42,755  |   |  |   | 0.5 |   |
| National                 |  |                | 5,240  |           |  |      | 5,307   |   |  |   | 1.3 |   |
| Totaladvertisingrevenues |  | $                   | 99,945 |           |  | $         | 102,240 |   |  |   | 2.2 |   |
|                          |

Proforma newspaper revenues.    On a pro forma basis, totalnewspaper revenues for the thirteen week period ended March26,  2006 decreased to $125.1  million from $128.5million in the prior year period. Pro forma advertising revenuesdecreased $3.0  million, or 2.8 percent, as a result of adecrease in local advertising of 3.7 percent and a decrease in nationaladvertising revenues of 1.3 percent. Local advertising revenueperformance was strong in the New York Capital-Saratoga and Mid-HudsonNew York clusters as compared to prior year quarter. These increaseswere offset by softness in the Michigan and Greater Cleveland clusters.Classified advertising revenues on a pro forma basis decreased 1.8percent in the first quarter of 2006, as compared to the prior yearquarter, with three of the Company’s seven clusters reportingincreases. Pro forma classified real estate advertising revenuesincreased 11.9 percent in the quarter as compared to the first quarterof last year. Classified automotive advertising revenues remained softin all of the Company’s clusters, and were down 14.8 percent forthe quarter as compared to the prior year quarter. National advertisingwas very strong in the Michigan and Greater Philadelphia clusters, ascompared to the prior year quarter. These gains were offset by adecrease in the Connecticut cluster.

Salaries and employeebenefits.    Salaries and employee benefit expenses were 42.7percent of the Company’s revenues for the thirteen week periodended March  26,  2006, as compared to 42.2 percent for thethirteen week period ended March  27,  2005. Salaries andemployee benefits decreased $0.7  million, or 1.3 percent, forthe thirteen week period ended March  26,  2006 to$55.3  million, as compared to $56.0  million in the prioryear period. On a same-store basis, salaries and benefits decreased$1.1  million, or 2.0 percent, for the thirteen weeks endedMarch  26,  2006 as compared to the prior year period. Thedecrease in salaries and employee benefits in the current period ascompared to the prior year period is primarily due to lower head countand a decrease in the cost of corporate incentives. This decrease waspartially offset by an increase in medical and employee benefitcosts.

Newsprint, ink and printing charges.    For thethirteen week period ended March  26,  2006, newsprint, inkand printing charges were 9.4 percent of the Company’s revenues,as compared to 8.6 percent for the thirteen week period endedMarch  27,  2005. Newsprint, ink and printing charges forthe thirteen week period ended March  26,  2006 increasedapproximately $0.8  million, or 7.0 percent, to $12.2million as compared to $11.4  million for the thirteen weekperiod ended March  27,  2005. The Company’snewsprint expense increased approximately 7.3 percent for the thirteenweek period ended March  26,  2006 as compared to the prioryear period, reflecting an increase in unit cost of approximately tenpercent on a comparable basis, partially offset by a decrease inconsumption.

Selling, general andadministrative.    Selling, general and administrative expenseswere 15.3 percent and 16.4 percent of the Company’s revenues forthe thirteen week periods ended March  26,  2006 andMarch  27,  2005, respectively. As compared to the prioryear period, selling, general and administrative expenses for thethirteen week period ended March  26,  2006 decreased$1.8  million, or 8.4 percent, to $19.9  million. Themajority of the decrease is related to the higher costs incurred in2005 as compared to 2006 for Sarbanes-Oxley 404 compliance work. On asame-store basis, selling, general and administrative expenses for thethirteen week period ended March  26,  2006 decreased$2.1  million, or 10.0 percent.

Depreciation andamortization.    Depreciation and amortization expenses were3.5 percent and 3.7 percent of the Company’s revenues for thethirteen week periods ending March  26,  2006 and

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March  27,  2005, respectively.Depreciation and amortization expenses for the thirteen week periodended March  26,  2006 decreased approximately $0.2million, or 4.6 percent, to $4.6  million.

Otherexpenses.    Other expenses were 13.7 percent and 13.1 percentof the Company’s revenues for the thirteen week periods endedMarch  26,  2006 and March  27,  2005,respectively. Other expenses increased approximately $0.3million, or 1.8 percent, to $17.7  million for the thirteen weekperiod ended March  26,  2006.

Operatingincome.    Operating income was $19.8  million, or 15.3percent of the Company’s revenues, for the thirteen week periodended March  26,  2006 as compared to $21.2  million,or 16.0 percent of the Company’s revenues, for the thirteen weekperiod ended March  27,  2005 due to the items describedabove.

Net interest and other expense.    Net interestand other expense increased approximately $2.4  million, or 26.6percent, for the thirteen week period ended March  26,2006 as compared to the thirteen week period ended March27,  2005. Interest expense increased in the thirteen week periodended March  26,  2006 as a result of a 1.64%increase in the weighted average borrowing rate over the previous yearperiod. This rate increase was partially offset by a decrease in theaverage outstanding debt of approximately $29.0million.

Write-off of debt issuance costs.    Inconnection with the refinancing on the Company’s long-term debt,as discussed below, $5.7  million of unamortized debt issuancecosts related to the old credit facility was written off in thethirteen week period ended March  26,2006.

Provision for income taxes.    The provision forincome taxes decreased by approximately $3.7  million for thethirteen week period ended March  26,  2006 as compared tothe thirteen week period ended March  27,  2005, reflectinga decrease in pretax net income. The effective tax rate remainedconsistent at 39.2% for both the current and prior yearperiod.

Other information.    EBITDA (which theCompany defines as net income plus provision for income taxes, netinterest expense, depreciation, amortization and other non-cash,special or non-recurring charges) was $24.0  million for thethirteen week period ended March  26,  2006 as compared to$26.0  million for the thirteen week period ended March27,  2005. Free cash flow (which the Company defines as EBITDAminus capital expenditures, interest expense and cash income taxes) was$10.0  million, or $0.25 per diluted share, for the thirteen weekperiod ended March  26,  2006, as compared to $14.0million, or $0.33 per diluted share, for the thirteen week period endedMarch  27,  2005.

Liquidity and CapitalResources

The Company’s operations have historicallygenerated strong positive cash flow. The Company believes that cashflows from operations and the availability of funds from externalsources will be sufficient to fund its ongoing operating needs, capitalexpenditure requirements and long-term debt obligations, and willprovide it with the flexibility to pay quarterly dividends, finance itsacquisition strategy and maintain its share repurchase program.

Cash flows from operating activities.    Net cashprovided by operating activities for the thirteen week period endedMarch  26,  2006 was $15.0  million as compared to$19.4  million for the thirteen week period ended March27,  2005. Current assets were $87.2  million and currentliabilities were $79.0  million as of March  26,2006 as compared to current assets of $90.3  million and currentliabilities of $80.5 as of December  25,  2005. The Companymanages its working capital through the utilization of its RevolvingCredit Facility. The outstanding balance on the Revolving CreditFacility is classified as a long-term liability, in accordance with itsterms.

Cash flows from investing activities.    Netcash used in investing activities was $3.1  million for thethirteen week period ended March  26,  2006. Net cash usedin investing activities for the thirteen weeks ended March26,  2006 was for investments in property, plant and equipment.Net cash used in investing activities was $1.6  million for thethirteen week period ended March  27,  2005. The Companyhas a capital expenditure program of approximately $30  millionin place for 2006, including 

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approximately $10  million related to apress for the Company’s Macomb, Michigan facility. TheCompany’s 2006 capital expenditure program includes: spending ontechnology, including prepress and business systems; computer hardwareand software; building and leasehold improvements; other machinery andequipment and vehicles. The Company believes its capital expenditureprogram is sufficient to maintain its current level and quality ofoperations. The Company reviews its capital expenditure programperiodically and modifies it as required to meet current needs.

Cash flows from financing activities.    Net cash used infinancing activities was $11.4  million for the thirteen weekperiod ended March  26,  2006, which includes $7.8million of Company stock purchases and $0.3  million of debtrepayment. Net cash used in financing activities was $16.7million for the thirteen week period ended March  27,2005, of which $16.6  million was used to repay debt. OnFebruary  16,  2006, the Company announced that pursuant toBoard authorization, it was continuing its share repurchase program.Repurchases of the Company’s common stock, in the aggregateamount of up to $25  million, may be made in open market orprivate transaction as market conditions dictate.

OnJanuary  25,  2006, the Company, amended and restated itsexisting Credit Agreement, dated August  12,  2004,pursuant to an Amended and Restated Credit Agreement (the‘‘Amended Credit Agreement’’) with JPMorganChase Bank, N.A. as Administrative Agent, J.P. Morgan Securities Inc.as Sole Lead Arranger and Sole Bookrunner, SunTrust Bank and WachoviaBank, N.A. as Co-Syndication Agents and Bank of America, N.A. and TheRoyal Bank of Scotland PLC as Co-Documentation Agents and the severalbanks and other financial institutions who became parties thereto aslenders. On January  25,  2006, the Company borrowed$625  million in Term Loan A and $130.5  million inrevolving credit loans under the Amended Credit Agreement. Theseborrowings were used to repay term loans and revolving credit loansoutstanding under the former Credit Agreement, to pay fees and expensesin connection with the Amended Credit Agreement, and for generalcorporate purposes. The Amended Credit Agreement allows the Company toborrow up to an additional $244.5  million in revolving creditloans, subject to the terms of the Amended Credit Agreement. Inaddition, an incremental loan facility is also made available under theAmended Credit Agreement in the maximum amount of $500  million,subject to the terms and conditions of the agreement. The lenders haveno obligation to make additional loans to the Company under theincremental loan facility, but may enter into these commitments intheir sole discretion.

The Amended Credit Agreement is anamendment and restatement of the former Credit Agreement which was ineffect from August  12,  2004 until January25,  2006 and, therefore, contains substantially similar terms asthe former Credit Agreement except that, among other changes and inaddition to the terms described above, the Term Loan B under the formerCredit Agreement was eliminated and the Term Loan A commitment wasincreased by $350  million. The amortization period for the TermLoan A has also been extended. The commitment fee on the currentlyavailable and unused revolving credit loans has been reduced by 0.125percent and the interest rates on outstanding loans based on LondonInterbank Offered Rates have been reduced by 0.25 percent to 0.50percent, subject to the terms and conditions of the Amended CreditAgreement. The borrowings currently outstanding under the AmendedCredit Agreement bear interest based on either various London InterbankOffered Rates (determined daily) plus 1.00 percent or the PrimeRate.

The Amended Credit Agreement provides for mandatoryprepayments with the proceeds of certain dispositions and casualtyevents and with specified percentages of excess cash flow (as that termis defined in the agreement). In addition, the full amount of theborrowings may become immediately due following events of default bythe Company or its subsidiaries as specified, and the Company mayprepay borrowings without premium or penalty in accordance with theprovisions of the Amended Credit Agreement.

Pursuant to the termsof the Amended Credit Agreement, the Company will be required tomaintain specified financial ratios, and will also be subject tospecified operational limitations, including, among others, limitationson its ability to incur additional indebtedness, to make certainfundamental company changes (such as mergers and dispositions ofassets), to authorize dividends and distributions on theCompany’s capital stock, and to undertake certain capitalexpenditures.

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The borrowings are fully andunconditionally guaranteed by each of the Company’ssubsidiaries. The Company and its guarantor subsidiaries have pledgedsubstantially all of their assets to secure the borrowings.

TheCompany will be required to pay down the principal amount of the termloan in quarterly installments starting on December  29,2006 and ending with a payment of $340  million on August12,  2012. The first four quarterly installments will be$7.5  million per quarter, the next four will be $10million per quarter, the next four will be $12.5  million perquarter, and the remaining eleven quarterly installments will be$15  million. Interest and commitment fees will be payablequarterly or at the end of selected interest periods. The initialavailability of $375  million of the Revolving Credit Facilityunder the Amended Credit Agreement is available until August12,  2012. As of March  26,  2006, the maximumavailability under the Revolving Credit Facility was $259.6million, approximately $117  million available based on the termsof the Amended Credit Agreement.

In connection with thisrefinancing, the Company wrote-off $5.7  million of deferred debtissuance costs associated with the former Credit Agreement. This isreflected as a charge against earnings in the Condensed ConsolidatedStatements of Income and as a non-cash item in the CondensedConsolidated Statements of Cash Flows for the thirteen week periodending March  26,  2006.

The Company’slong-term debt as of March  26,  2006 and December25,  2005 was comprised of thefollowing:

|                           |  |        |         |        |  |        |         |        |  |  |
|---------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| Inthousands               |  | 2006   |         | 2005   |
| Termloan A                |  | $      | 625,000 |   |  | $      | 275,000 |   |
| Term loanB                |  |   | — |   |  |   | 350,000 |   |
| Revolving creditfacility  |  |   | 122,900 |   |  |   | 123,200 |   |
| Totalsenior debt          |  |   | 747,900 |   |  |   | 748,200 |   |
| Less:current portion      |  |   | 7,500   |   |  |   | 7,500   |   |
| Totallong-term seniordebt |  | $      | 740,400 |   |  | $      | 740,700 |   |
|                           |

Theaggregate maturities payable as of March  26,  2006 underthe refinanced Term Loan A for the following fiscal years are asfollows (inthousands):

|      |  |        |         |        |  |  |
|------|--|--------|---------|--------|--|--|
| 2006 |  | $      | 7,500   |   |
| 2007 |  |   | 22,500  |   |
| 2008 |  |   | 40,000  |   |
| 2009 |  |   | 50,000  |   |
| 2010 |  |   | 60,000  |   |
| 2011 |  |   | 60,000  |   |
| 2012 |  |   | 385,000 |   |
|      |

Inaccordance with the requirements of the Amended Credit Agreement, theCompany is required to maintain certain Interest Rate ProtectionAgreements (‘‘IRPAs’’) on a portion of itsdebt to reduce the potential exposure of the Company’s futurecash flows to fluctuations in variable interest rates. The minimumrequirement varies depending on the Company’s Total LeverageRatio, as defined in the Amended Credit Agreement. Pursuant to theserequirements, the Company entered into certain IRPAs that consist of(i) interest rate collars (‘‘Collars’’)that establish a base interest rate ceiling(‘‘Cap’’) and a base interest rate floor(‘‘Floor’’) and (ii) interest rate swaps(‘‘Swaps’’) in which the Company exchangesa portion of its floating rate debt for fixed rate debt, in each caseat no initial cost to the Company.

Interest Rate Collars— Pursuant to the terms of the Collars, in the event 90-day LIBORexceeds the Cap, the Company will receive cash from the issuers tocompensate for the rate in excess of the Cap. If the 90-day LIBOR islower than the Floor, the Company will pay cash to the issuers tocompensate for the rate below the Floor. Each of the Collars is for afixed notional amount, as set forth in the chart below. As ofMarch  26,  2006, the aggregate notional amount ofoutstanding Collars in effect was $300million.

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The following table summarizes theCompany’s existing Collars and contracts for Collars includingthose that have an effective date occurring in the future, in each caseat March  26,2006:

|                  |  |         |  |          |  |                |  |           |  |  |  |  |  |  |  |  |  |  |
|------------------|--|---------|--|----------|--|----------------|--|-----------|--|--|--|--|--|--|--|--|--|--|
| EffectiveDate    |  | CAP (%) |  | Floor(%) |  | NotionalAmount |  | Term      |
| August  20,2004  |  | 4.5     |  | 2.05     |  | $50million     |  | 2 years   |
| October  29,2004 |  | 4.5     |  | 2.08     |  | $100  million  |  | 2years    |
| January  29,2005 |  | 4.5     |  | 2.38     |  | $50  million   |  | 2years    |
| January  29,2005 |  | 4.5     |  | 2.47     |  | $100  million  |  | 2years    |
| January  29,2007 |  | 6.0     |  | 3.39     |  | $100million    |  | 2.75years |
|                  |

Interest Rate Swaps — Pursuantto the terms of the Swaps, in the event 90-day LIBOR exceeds the fixedinterest rate, the Company will receive cash from the issuers tocompensate for the rate in excess of the fixed rate. If the 90-dayLIBOR is lower than the fixed rate, the Company will pay cash to theissuers to compensate for the rate below the fixed rate. As ofMarch  26,  2006, the aggregate notional amount of existingSwaps in effect was $225  million.

The following tablesummarizes the Company’s existing Swaps and executed contractsfor Swaps at March  26,  2006:

|                |  |               |       |                |  |                |  |           |  |  |  |  |  |  |
|----------------|--|---------------|-------|----------------|--|----------------|--|-----------|--|--|--|--|--|--|
| EffectiveDate  |  | Fixed Rate(%) |       | NotionalAmount |  | Term           |
| December3,2004 |  |          | 3.48  |           |  | $50million     |  | 3.0years  |
| April  1,2005  |  |          | 4.06  |           |  | $100  million  |  | 4.75years |
| April  1,2005  |  |          | 4.085 |           |  | $112million(1) |  | 4.75years |
|                |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                   |
|-----|-----------------------------------------------------------------------------------------------------------------------------------|
| (1) | Represents the average of an amortizing notionalamount for which the actual notional amount at March  26,2006 was $75.0  million. |

Under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities(‘‘SFAS 133’’), as amended, the fair marketvalue of derivatives is reported as an adjustment to OtherComprehensive Income/Loss (‘‘OCI’’). TheIRPAs were fully effective in hedging the changes in cash flows relatedto the debt obligation during the thirteen week periods endedMarch  26,  2006 and the fiscal year ended December25,  2005. The Company reported a deferred gain in OCI as ofMarch  26,  2006 of approximately $1.6  millioncompared to a total deferred gain of $4.5  million atMarch  27,  2005 (which is net of $1.1  million and$3.1  million of deferred taxes, respectively).

TheCompany’s weighted average effective interest rate wasapproximately 5.7 percent for the thirteen week period endedMarch  26,  2006 and approximately 4.1 percent for thethirteen week period ended March  27,  2005. The effectiveinterest rates for the thirteen week period ended March26,  2006 and March  27,  2005 includes the impact ofa $0.4  million pre-tax benefit and a $0.1  million pre-taxcharge, respectively, realized and reported as a component of interestexpense related to the Company’s IRPAs.

Each IRPA isdesignated for all or a portion of the principal balance and term of aspecific debt obligation. From time to time, the Company may enter intoadditional IRPAs for nominal amounts on the outstanding debt that will,at a minimum, meet the requirements of the Credit Agreement.

Critical Accounting Policies andEstimates

General

The Company’sdiscussion and analysis of its financial condition and results ofoperations are based upon the Company’s condensed consolidatedinterim financial statements, which have been prepared by the Company,without audit, in accordance with accounting principles generallyaccepted in the United States. The preparation of these financialstatements requires the Company to make estimates and judgments thataffect the reported amounts of assets, liabilities, revenues andexpenses, and related disclosure of contingent assets and liabilities.On an on-going basis, the Company evaluates its estimates, includingthose related to bad debts, inventories, investments, remaining usefullives of long-lived assets, income taxes, pensions and otherpost-retirement benefits, as well as 

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contingencies and litigation. The Companybases its estimates on historical experience and actuarial studies andon other assumptions that are believed to be reasonable and applicableunder the circumstances, the results of which form the basis for makingjudgments about the carrying values of assets and liabilities that arenot readily apparent from other sources. Actual results may differ fromthese estimates under different assumptions or conditions. The Companybelieves the following critical accounting policies affect its moresignificant judgments and estimates used in the preparation of itsconsolidated financial statements.

Accounts Receivable andAllowance for Doubtful Accounts

Accounts receivable consistprimarily of amounts due to the Company from normal businessactivities. The allowance for doubtful accounts represents reserves forthe estimated loss from the inability of customers to make requiredpayments. The Company uses historical experience as well as currentmarket information in determining the estimate. The Company writes-offaccounts receivable, which are deemed uncollectible, on a specificidentification basis. If the financial condition of theCompany’s customers were to deteriorate, resulting in animpairment of their ability to make payments, additional allowances maybe required.

Goodwill and Other IntangibleAssets

Identifiable intangible assets, such as customerlists and covenants not to compete, are amortized using thestraight-line method over their estimated useful lives for the yearspresented in the Company’s consolidated financial statements.Under SFAS No. 142, goodwill and indefinite-lived intangible assets areno longer amortized but are reviewed annually, or more frequently ifrequired, for impairment. This asset impairment review assesses thefair value of the assets based on the future cash flows the assets areexpected to generate. An impairment loss is recognized when estimatedundiscounted future cash flows expected to result from the use of theasset plus net proceeds expected from the disposition of the asset (ifany) are less than the carrying value of the asset. This approach usesestimates for future market growth, forecasted revenue and costs,expected periods the assets will be utilized and appropriate discountrates. Changes to these estimates, including the inability to attainforecasted revenue and cost expectations, could result in therecognition of a future impairment loss. Separable intangible assetsthat are not deemed to have an indefinite life will continue to beamortized over their useful lives.

Pension andPost-retirement Benefits

Pension and post-retirement benefitcosts and credits are developed from actuarial valuations. Inherent inthese valuations are key assumptions including discount rates andexpected return on plan assets. The Company considers current marketconditions, including changes in interest rates, in selecting theseassumptions. Changes in the related pension and post-retirement benefitcosts or credits may occur in the future as a result of fluctuations inthe Company’s headcount, changes in actuarial assumptions andmarket performance.

Self-Insurance

The Company isself-insured for a portion of its insurable risks. The Company analyzesits claims experience and consults with actuaries and administrators indetermining an adequate liability for self-insuredclaims.

Litigation

The Company is involved inlitigation matters that have arisen in the ordinary course of business.The Company believes that the outcome of these legal proceedings willnot have a material adverse effect on the Company’s financialcondition or results of operations.

RevenueRecognition

Revenue is earned from the sale of advertising,circulation and commercial printing. Advertising revenues arerecognized, net of discounts, in the period when advertising is printedin the Company’s 

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publications or placed on theCompany’s Web sites. Circulation revenues are recognized whenpurchased newspapers are distributed. Amounts received from customersin advance of revenue recognition are deferred as liabilities.

Toconform to current year presentation, the Company has reclassifiedcertain circulation revenues and expenses related to discounts,promotions and carrier compensation for the thirteen week period endedMarch  27,  2005. The impact of the reclass was a decreasein circulation revenues offset entirely by a decrease in operatingexpenses.

Reconciliation of Certain Non-GAAP FinancialMeasures.

The Company believes that the use of certainnon-GAAP financial measures enables the Company and its analysts,investors and other interested parties to evaluate and compare theCompany's results from operations and cash resources generatedfrom its business in a more meaningful and consistent manner.Accordingly, this information has been disclosed in this report topermit a more complete comparative analysis of the Company’soperating performance and capitalization relative to other companies inthe industry and to provide an analysis of operating results usingcertain principal measures used by the company’s chief operatingdecision makers to measure the operating results and performance of theCompany and its operations. The Company believes the use of EBITDA isappropriate given the generally predictable cash flow generated by theCompany’s operations and the short period of time it takes toconvert new orders to cash. EBITDA is also the basis of certaincovenants contained in the Company’s Credit Agreement. Inaddition, the Company believes that free cash flow is useful as asupplemental measure of evaluating financial performance because itprovides an alternative measure of the cash generated by the Companyafter payment of expenses, including capital expenditures, andtherefore available for further investment in the business, includingacquisitions, or for other uses such as repayment of indebtedness orrepurchases of outstanding equity securities.

All EBITDA and FreeCash Flow figures in this report are non-GAAP financial measures. TheCompany defines EBITDA as net income plus provision for income taxes,net interest expense, depreciation, amortization and other non-cash,special or non-recurring charges. Free cash flow is defined as EBITDAminus capital expenditures, and actual cash payment for interest andincome taxes.

These non-GAAP financial measures should not beconsidered as alternatives to GAAP measures of performance, such asoperating income or net income. In addition, the Company’scalculations of these measures may or may not be consistent with thecalculations of these measures by other companies. The table belowprovides reconciliations of the differences between: (i) net income andEBITDA; and (ii) net income and free cash flow, in each case for thethirteen week periods ended March  26,  2006 andMarch  27,2005.

|                                             |  |                     |         |                   |  |        |         |         |  |  |
|---------------------------------------------|--|---------------------|---------|-------------------|--|--------|---------|---------|--|--|
|                                        |  | Thirteenweeks ended |
| (In thousands,except per share amounts)     |  | March 26,2006       |         | March 27, 2005(1) |
| NetIncome                                   |  | $                   | 1,765   |              |  | $      | 7,499   |    |
| Add:Provision for incometaxes               |  |                | 1,140   |              |  |   | 4,835   |    |
| Add: Losson write-off of debt issuancecosts |  |                | 5,662   |              |  |   | — |    |
| Add: Netinterest expense andother           |  |                | 11,217  |              |  |   | 8,865   |    |
| Operatingincome                             |  |                | 19,784  |              |  |   | 21,199  |    |
| Add:Depreciation andamortization            |  |                | 4,641   |              |  |   | 4,866   |    |
| EBITDA                                      |  |                | 24,425  |              |  |   | 26,065  |    |
| Less:Capital expenditures                   |  |                | (3,174  | )            |  |   | (1,783  | )  |
| Less: Cashinterest expense andother         |  |                | (10,865 | )            |  |   | (8,493  | )  |
| Less:Cash incometaxes                       |  |                | (392    | )            |  |   | (1,723  | )  |
| FreeCashFlow                                |  | $                   | 9,994   |              |  | $      | 14,066  |    |
| FreeCash Flow Per DilutedShare              |  | $                   | 0.25    |              |  | $      | 0.33    |    |
|                                             |

|  |
|--|
|  |  |
|  |

|     |                                                  |
|-----|--------------------------------------------------|
| (1) | Restated to conform to current yearpresentation. |

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Cautionary Note RegardingForward-Looking Statements

Statements in this Quarterly Reporton Form 10-Q that are not purely historical are forward-lookingstatements within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of1934, as amended, including statements regarding the Company’s(as hereinafter defined) expectations, forecasts, projections, hopes,intentions or strategies regarding the future. Forward-lookingstatements include statements regarding the plans and objectives of theCompany for future operations and trends affecting the Company’sfinancial condition and results of operations. In addition, the words‘‘anticipates,’’‘‘projects,’’‘‘plans,’’‘‘intends,’’‘‘estimates,’’‘‘expects,’’‘‘may,’’‘‘believes’’ and similar words are intendedto identify these forward-looking statements. All forward-lookingstatements in this Report are based on information available to theCompany as of the date this Report is filed with the Securities andExchange Commission, and the Company assumes no obligation to updateany such forward-looking statements, except as required by law. Allforward-looking statements involve risks and uncertainties. Actualresults may differ materially from those expressed or implied by suchforward-looking statements as a result of certain factors including,but not limited to, the unavailability or a material increase in theprice of newsprint, the success of the Company’s acquisitionstrategy, dispositions, the ability of the Company to achieve costreductions and integrate acquisitions, competitive pressures, generalor regional economic conditions, advertising trends and materialincreases in interest rates. These and other factors are discussed inmore detail in the Company’s other filings with the SEC,including its Annual Report on Form 10-K for the fiscal year endedDecember  25,  2005. The Company undertakes no obligationto release publicly the results of any future revisions it may make toforward-looking statements to reflect events or circumstances after thedate hereof or to reflect the occurrence of unanticipatedevents.

Item 3.    Quantitative and Qualitative DisclosuresAbout Market Risk

The Company is exposed to market risk arisingfrom changes in interest rates associated with its long-term debtobligations. The Company’s long-term debt is at variableinterest rates based on the LIBOR, the Prime Rate, or the Federal FundsRate, plus a certain interest rate spread as defined in the AmendedCredit Agreement. To manage its exposure to fluctuations in interestrates as required by its Credit Agreement, the Company enters intocertain IRPAs on a portion of its debt, which reduces the effect ofchanges in variable interest rates. The Company’s objective withrespect to these agreements is for hedging activities and not fortrading or speculative activity.

At March  26,2006, the Company had Collars in place with respect to an aggregatenotional amount of $300  million of the Company’soutstanding indebtedness and Swaps with respect to an aggregatenotional amount of $225  million of the Company’soutstanding indebtedness. In addition, the Company had contracts forCollars that have effective dates occurring in the future with respectto additional notional amounts. See Note 4 of Notes to CondensedConsolidated Financial Statements. There was no initial cost associatedwith the Company’s existing Collar or Swap arrangements.Assuming a 10 percent increase or reduction in variable interest rates,the annual impact on the Company’s pre-tax earnings would beapproximately $3.7  million.

Newsprint, which is theprincipal raw material for the Company’s newspapers, is exposedto commodity price changes. The Company seeks to manage the effects ofincreases in the price of newsprint through a combination of, amongother things, technology improvements, including reductions in pagesize, inventory management and advertising and circulation priceincreases.

Item 4.    Controls and Procedures

TheCompany carried out an evaluation, under the supervision and with theparticipation of the Company’s management, including theCompany’s Chief Executive Officer, Chief Operating Officer andChief Financial Officer, of the effectiveness of the design andoperation of the Company’s disclosure controls and procedures asof the end of the period covered by this report. Based upon thatevaluation, the Chief Executive Officer, Chief Operating Officer andChief Financial Officer concluded that the Company’s disclosurecontrols and procedures are effective in alerting them in a timely

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manner to material information relating tothe Company (including its consolidated subsidiaries) required to beincluded in the Company’s periodic filings with the SEC.

The Company’s disclosure controls and procedures are designedto ensure that information required to be disclosed by the Company inthe reports that the Company files or submits under the SecuritiesExchange Act of 1934 is recorded, processed, summarized and reportedwithin the time periods specified in the SEC’s rules and forms.Disclosure controls and procedures include, without limitation,controls and procedures designed to ensure that information required tobe disclosed by the Company in the reports that it files under theExchange Act is accumulated and communicated to the Company’smanagement, including its Chief Executive Officer and Chief FinancialOfficer, as appropriate to allow timely decisions regarding requireddisclosure.

During fiscal year 2004, the Company commenced thedeployment of a new suite of software applications in a shared servicesenvironment. The new suite of applications will include: (i) financialapplications, including accounts payable, general ledger, fixed assets,and consolidation and reporting; (ii) circulation managementapplications; and (iii) advertising management applications. Once fullydeployed, the new software, together with the change to a sharedservices business model, is intended to further enhance theCompany’s internal and disclosure controls and its operatingefficiencies. As of March  26,  2006, the implementation ofthe financial applications was largely complete and deployment of theadvertising and circulation management applications was also underway.The implementation of the financial applications has involved changesin systems that included internal controls, and accordingly, thesechanges have required changes to our system of internal controls. TheCompany has reviewed each system as it is being implemented and thecontrols affected by the implementation of the new systems and madeappropriate changes to affected internal controls as the new systemswere implemented. The Company believes that the controls as modifiedare appropriate and functioningeffectively.

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PART II. OTHERINFORMATION

Item 1A.    Risk Factors

There are nomaterial changes to the risk factors described in our Annual Report onForm 10-K for the fiscal year ended December  25,2005.

Item 2.    Unregistered Sales of Equity Securities andUse of Proceeds

The following table provides informationwith respect to Company purchases of Journal Register Company commonstock during the first quarter of the 2006 fiscalyear.

Purchases of EquitySecurities

|                                         |  |                                    |         |                                |  |                                                                                    |       |                                                                                            |  |        |         |        |  |   |            |        |  |  |
|-----------------------------------------|--|------------------------------------|---------|--------------------------------|--|------------------------------------------------------------------------------------|-------|--------------------------------------------------------------------------------------------|--|--------|---------|--------|--|---|------------|--------|--|--|
| Period                                  |  | (a)Total Number of SharesPurchased |         | (b)Average Price Paid perShare |  | (c)Total Number of Shares Purchased as Part of Publicly Announced Plans orPrograms |       | (d)Approximate Dollar Value of Shares that May Yet Be Purchased Under thePlans or Programs |
| December  26,  2005 toJanuary  29,2006  |  |                               | 155,500 |                           |  | $                                                                                  | 15.12 |                                                                                       |  |   | 155,500 |   |  | $ | 10,198     |   |
| January30,  2006 to February  26,  2006 |  |                               | 82,900  |                           |  | $                                                                                  | 13.15 |                                                                                       |  |   | 82,900  |   |  | $ | 23,920,063 |   |
| February27,  2006 to March  26,2006     |  |                               | 345,600 |                           |  | $                                                                                  | 12.52 |                                                                                       |  |   | 345,600 |   |  | $ | 19,594,188 |   |
| TotalFirst Quarter2006                  |  |                               | 584,000 |                           |  | $                                                                                  | 13.30 |                                                                                       |  |   | 584,000 |   |  | $ | 19,594,188 |   |
|                                         |

Allof the shares included in column (c) above were repurchased pursuant toa program initially announced on January  13,  1999,whereby the Company’s Board of Directors authorized the use ofup to $100  million per year for the repurchase of theCompany’s Common Stock. On April  19,  2005, theCompany announced that, pursuant to Board authorization, it wasrecommencing its share repurchase program for the repurchase of theCompany’s common stock in an aggregate amount of up to$30  million. The Company completed the $30  million sharerepurchase program and on February  16,  2006 again,pursuant to Board authorization, the Company was continuing its sharerepurchase program for additional repurchases of its common stock inthe aggregate amount of $25  million. There is no expiration datefor the repurchase program. Since January  13,  1999, andas of April  24,  2006, the Company has repurchased anaggregate of 9,955,500 shares at an average price of $14.79 pershare.

Journal Register Company conducts its operations throughdirect and indirect subsidiaries. The Company’s available cashwill depend upon the cash flow of its subsidiaries and the ability ofsuch subsidiaries to make funds available to the Company in the form ofloans, dividends or otherwise. The subsidiaries are separate anddistinct legal entities and have no legal obligation, contingent orotherwise, except as required by the Credit Agreement, to make fundsavailable to the Company, whether in the form of loans, dividends orotherwise. The Credit Agreement is secured by substantially all of theassets of the Company and the Common Stock and assets of theCompany’s subsidiaries. In addition, the Company’ssubsidiaries may, subject to limitations contained in the CreditAgreement, become parties to financing arrangements that may containlimitations on the ability of such subsidiaries to pay dividends or tomake loans or advances to the Company. In the event of any insolvency,bankruptcy or similar proceeding of a subsidiary, creditors of suchsubsidiary would generally be entitled to priority over the Companywith respect to assets of the affected subsidiary.

Item5.    Other Information

On May  3,  2006, theCompensation Committee of the Board of Directors of the Companyapproved an amendment to the Company’s Employment Agreement withRobert M.  Jelenic, its Chairman and Chief Executive Officer, inorder to conform to recently published regulations under Section 409Aof the Internal Revenue Code as well as to update Mr.Jelenic’s title and salary information. The full text of theamendment is set forth in Exhibit 10.1 to this report.

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Item6.    Exhibits

|  |            |                                                                                                                                              |
|--|------------|----------------------------------------------------------------------------------------------------------------------------------------------|
|  | 10.1  | FirstAmendment dated May  3,  2006, to Employment Agreementdated March  5,  2003, by and among Journal RegisterCompany and Robert M.Jelenic. |

|  |            |                                                                                                                                                      |
|--|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 31.1  | Certification ofPrincipal Executive Officer, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002. |

|  |            |                                                                                                                                                      |
|--|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 31.2  | Certification of PrincipalFinancial Officer, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of2002. |

|  |          |                                                                                                                                                                                      |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 32  | Certification of PrincipalExecutive Officer and Principal Financial Officer, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002. |

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SIGNATURE

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersignedhereunto dulyauthorized.

|                  |  |                        |  |                                                                                                                                    |  |  |  |  |  |  |
|------------------|--|------------------------|--|------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
| Date:May  5,2006 |  | JOURNALREGISTERCOMPANY |
|             |  | By:                    |  | /s/Julie A. Beck                                                                                                                   |
|             |  |                   |  | Julie A.BeckSenior Vice President andChief Financial Officer(signing on behalf of the registrantand as principal financialofficer) |
|                  |

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