<PAGE>


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

                                    FORM 10-Q

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

                       For the quarterly period ended March 26, 2000

                                       OR

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

                 For the transition period from ______ to ______

                         Commission File Number: 1-12955



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


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

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

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

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

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

   Indicate the number of shares  outstanding of each of the issuer's classes of
common stock, as of the latest  practicable  date:  common stock, $.01 par value
per share,  45,207,628 shares  outstanding  (exclusive of treasury shares) as of
May 8, 2000.

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

<PAGE>


                            JOURNAL REGISTER COMPANY

                               INDEX TO FORM 10-Q



PART I.       FINANCIAL INFORMATION

                                                                        PAGE NO.

      Item 1. Financial Statements (Unaudited):

              Condensed Consolidated Balance Sheets.....................    2

              Condensed Consolidated Statements of Income ..............    3

              Condensed Consolidated Statements of Cash Flows...........    4

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

      Item 2. Management's Discussion and Analysis of Financial Condition
              and Results of Operations.................................    6

      Item 3. Quantitative and Qualitative Disclosures About Market
              Risk......................................................    8

PART II.      OTHER INFORMATION

      Item 1. Legal Proceedings.........................................    9

      Item 2. Changes in Securities and Use of Proceeds.................    9

      Item 3. Defaults Upon Senior Securities...........................    9

      Item 4. Submission of Matters to a Vote of Security Holders.......    9

      Item 5. Other Information.........................................    9

      Item 6. Exhibits and Reports on Form 8-K..........................    9

      Signature.........................................................   10

                                      -1-
<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            JOURNAL REGISTER COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                    March 26,       December 26,
                                                                                      2000              1999
                                                                                    ---------       ------------
ASSETS
<S>                                                                                 <C>               <C>
Current assets:
 Cash and cash equivalents                                                          $   2,561         $   3,090
 Accounts receivable, less allowance for doubtful accounts of $5,457 at
   March 26, 2000 and $6,293 at December 26, 1999                                      60,956            65,597
  Inventories                                                                           9,669             9,899
  Deferred income taxes                                                                 3,367             2,721
  Other current assets                                                                  6,299             7,090
                                                                                    ---------         ---------
Total current assets                                                                   82,852            88,397


Property, plant and equipment:                                                        248,275           246,836
  Less accumulated depreciation                                                      (144,737)         (141,860)
                                                                                    ---------         ---------
                                                                                      103,538           104,976

Intangible and other assets, net of accumulated amortization of $46,398 at
  March 26, 2000 and $42,751 at December 26, 1999                                     491,839           493,807
                                                                                    ---------         ---------
Total assets                                                                        $ 678,229         $ 687,180
                                                                                    =========         =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
 Current maturities of long-term debt                                               $  26,000         $  19,500
 Accounts payable                                                                      10,289            14,617
 Income taxes payable                                                                   1,834               438
 Accrued interest                                                                       6,482             6,886
 Other accrued expenses and current liabilities                                        30,598            31,439
                                                                                    ---------         ---------
Total current liabilities                                                              75,203            72,880

 Senior debt, less current maturities                                                 699,560           711,967
 Deferred income taxes                                                                 21,773            20,291
 Accrued retiree benefits and other liabilities                                        15,119            15,920
 Income taxes payable                                                                  76,409            73,505

Commitments and contingencies

Stockholders' deficit:

Common stock, $.01 par value per share, 300,000,000 shares authorized,
  48,437,581 issued at March 26, 2000 and December 26, 1999                               484               484
 Additional paid-in capital                                                           358,244           358,244
 Accumulated deficit                                                                 (527,684)         (536,156)
                                                                                    ---------         ---------
 Total                                                                               (168,956)         (177,428)

Less treasury stock, 3,139,453 and 2,362,953 shares, at cost on
  March 26, 2000 and December 26, 1999, respectively                                  (40,719)          (29,795)
Accumulated other comprehensive loss, net of tax                                         (160)             (160)
                                                                                    ---------         ---------
Net stockholders' deficit                                                            (209,835)         (207,383)
                                                                                    ---------         ---------
Total liabilities and stockholders' deficit                                         $ 678,229          $687,180
                                                                                    =========         =========
</TABLE>

                            SEE ACCOMPANYING NOTES.

                                        -2-
<PAGE>


                            JOURNAL REGISTER COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)


<TABLE>
<CAPTION>



                                                                         Quarter ended
                                                                      March 26,    March 31,
                                                                         2000        1999
                                                                     -----------  ----------
<S>                                                                  <C>          <C>
Revenues:
  Advertising                                                        $   83,455   $  79,570
  Circulation                                                            24,457      24,308
                                                                     ----------   ---------
Newspaper revenues                                                      107,912     103,878
Commercial printing and other                                             5,295       6,024
                                                                     ----------   ---------
                                                                        113,207     109,902

Operating expenses:
  Salaries and employee benefits                                         39,760      38,997
  Newsprint, ink and printing charges                                    11,438      12,477
  Selling, general and administrative                                    12,113      10,349
  Depreciation and amortization                                           7,085       7,232
  Other                                                                  14,990      14,098
                                                                     ----------   ---------
                                                                         85,386      83,153
                                                                     ----------   ---------

Operating income                                                         27,821      26,749

Net interest and other expense                                          (13,214)    (13,462)
                                                                     ----------   ---------
Income before provision for income taxes
  and equity interest                                                    14,607      13,287
Provision for income taxes                                                5,770       5,347
                                                                     ----------   ---------
Net income before equity interest                                         8,837       7,940
Equity interest                                                            (365)       ---
                                                                     ----------   ---------
Net income                                                           $    8,472   $   7,940
                                                                     ==========   =========

Net income per common share (basic and diluted):                         $  .19      $  .17

Weighted average shares outstanding (basic and diluted):                 45,612      47,725


</TABLE>



                             SEE ACCOMPANYING NOTES.

                                       -3-
<PAGE>



                            JOURNAL REGISTER COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                     Quarter ended
                                                                                 March 26,      March 31,
                                                                                    2000          1999
                                                                                 ----------    ----------

<S>                                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                       $  8,472      $  7,940
Adjustments to reconcile net income to net cash provided by
 operating activities:
 Provision for losses on accounts receivable                                          926           899
 Depreciation and amortization                                                      7,085         7,232
 Loss on equity investment                                                            365          ---
 Other, net                                                                           912         4,303
                                                                                  -------      --------
Net cash provided by operating activities                                          17,760        20,374

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment                                         (1,465)       (2,238)
Net proceeds from sale of property, plant and equipment and other assets                7             4
                                                                                  -------      --------
Net cash used in investing activities                                              (1,458)       (2,234)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of senior debt                                                          (5,907)       (2,575)
Purchase of treasury shares                                                       (10,924)      (14,888)
                                                                                  -------      --------
Net cash used in financing activities                                             (16,831)      (17,463)
                                                                                  -------      --------

Increase (decrease) in cash and cash equivalents                                     (529)          677
Cash and cash equivalents, beginning of period                                      3,090         8,542
                                                                                 --------      --------
Cash and cash equivalents, end of period                                         $  2,561      $  9,219
                                                                                 ========      ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                                       $ 13,815      $ 12,749
  Income taxes                                                                        634           434

</TABLE>


                             SEE ACCOMPANYING NOTES.

                                      -4-
<PAGE>



                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 26, 2000


1.    ORGANIZATION AND BASIS OF PRESENTATION

      The  accompanying   consolidated   financial  statements  include  Journal
Register Company (the "Company") and all of its wholly-owned  subsidiaries.  The
Company was  incorporated on March 11, 1997 and became a publicly traded company
in May of 1997.

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

      On November 9, 1999, the Company  elected to change its fiscal year from a
calendar  year end to a fiscal  year  ending on the Sunday  closest to  December
31st.  Accordingly,  the Company's 1999 fiscal year and 2000 first quarter ended
on December 26, 1999 and March 26, 2000, respectively.

      The Company has authorized  1,000,000 shares of Preferred  Stock,  none of
which were issued or outstanding as of March 26, 2000.

      The condensed  consolidated  interim financial  statements included herein
have been prepared by the Company,  without audit,  in accordance with generally
accepted   accounting   principles  ("GAAP")  and  pursuant  to  the  rules  and
regulations   of  the  Securities   and  Exchange   Commission.   The  condensed
consolidated interim financial statements do not include all the information and
footnote disclosure required by GAAP for complete financial  statements.  In the
opinion  of the  Company's  management,  the  accompanying  unaudited  condensed
consolidated  financial statements contain all material adjustments  (consisting
only of normal  recurring  accruals)  necessary to present  fairly its financial
position  as of March 26,  2000 and  December  26,  1999 and the  results of its
operations  and cash flows for the  periods  ended  March 26, 2000 and March 31,
1999. These financial statements should be read in conjunction with the December
26, 1999  audited  Consolidated  Financial  Statements  and Notes  thereto.  The
interim  operating  results are not necessarily  indicative of the results to be
expected for an entire year.

2.    EARNINGS PER COMMON SHARE

      For the  quarters  ended March 26, 2000 and March 31,  1999,  there was no
dilutive effect from the employee stock options, therefore, the weighted average
number of shares  outstanding (basic and diluted) was 45,611,852 and 47,725,341,
respectively.  Options to  purchase  approximately  3.3  million and 2.5 million
shares of common stock at a range of $14.00 to $22.50 were  outstanding at March
26, 2000 and March 31,  1999,  but were not included in the  computation  of the
diluted  earnings  per share  because the  exercise  prices of the options  were
greater than the average market price of the common shares.


3.    COMMON STOCK

      During 1999,  the  Company's  Board of Directors,  in connection  with the
Company's stock  repurchase  program,  authorized the use of up to $50.0 million
per year for the repurchase of Common Stock.  Shares under the program are to be
repurchased  at  management's  discretion,  either  in  the  open  market  or in
privately negotiated  transactions.  Since December 26, 1999 and as of March 26,
2000,  the  Company  had   repurchased   776,500  shares  at  a  total  cost  of
approximately  $10.9  million.  Subsequent  to March 26,  2000,  the Company had
repurchased  an  additional  90,500  shares at a total cost  approximately  $1.3
million.


                                      -5-
<PAGE>


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

      THE FOLLOWING  DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION  WITH
THE HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO AND THE OTHER
FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT.

GENERAL

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

      As of March 26, 2000,  the Company owned and operated 25 daily  newspapers
and 200  non-daily  publications  strategically  clustered  in seven  geographic
areas:  Connecticut;  Philadelphia and its surrounding  areas; Ohio; the greater
St. Louis area; central New England;  and the  Capital-Saratoga  and Mid-Hudson,
New York  regions.  As of March 26,  2000,  the  Company  had total  paid  daily
circulation  of  636,939,  total paid  Sunday  circulation  of 619,963 and total
non-daily distribution of approximately 4.6 million.

      The Company's objective is to continue its growth in revenues,  EBITDA and
net income.  The principal elements of the Company's strategy are to: (i) expand
advertising  revenues and readership,  (ii) grow by  acquisition,  (iii) capture
synergies from  geographic  clustering and (iv) implement  consistent  operating
policies and standards.  From 1993 through the present, the Company successfully
completed  17  strategic  acquisitions,   acquiring  13  daily  newspapers,  126
non-daily  publications and three commercial  printing  companies,  two of which
print a number of the  non-daily  publications.  The third is a premium  quality
sheet-fed printing company.

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

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

      In addition,  the Company is committed to expanding  its business  through
its   Internet   initiatives.   The   Company's   online   mission  is  to  make
journalregister.com  Web sites the  indispensable  source of useful and reliable
community news,  sports and information in their markets.  The Company currently
operates 69 individual Web sites  featuring the Company's  daily  newspapers and
non-daily publications.

      On November 9, 1999, the Company  elected to change its fiscal year from a
calendar  year end to a fiscal  year  ending on the Sunday  closest to  December
31st.  Accordingly,  the Company's 1999 fiscal year and 2000 first quarter ended
on December 26, 1999 and March 26, 2000, respectively.


THREE MONTHS ENDED MARCH 26, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

      REVENUES.  For the quarter ended March 26, 2000,  revenues  increased $3.3
million, or 3.0%, to $113.2 million.  Newspaper revenues increased $4.0 million,
or 3.9%,  to $107.9  million,  principally  due to  advertising  revenues  which
increased approximately $3.9 million, or 4.9%, to $83.5 million. The increase in
advertising  revenue  was led by growth in  classified  revenue of 6.8% from the
prior  year  period.  Commercial  printing  and  other  represented  4.7% of the
Company's  revenues  in the first  quarter of 2000,  as  compared to 5.5% in the
first  quarter  of 1999.  On-line  revenue,  included  in  advertising  revenue,
increased approximately 20% from the prior year period.

      SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit  expenses
were 35.1% of the Company's revenues for the first quarter of 2000 and 35.5% for
the first quarter of 1999. Salaries and employee benefits increased $763,000, or
2.0%, in 2000 to $39.8 million.

                                       -6-
<PAGE>


      NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the  first  quarter  of  2000,
newsprint,  ink and printing  charges were 10.1% of the Company's  revenues,  as
compared  to 11.4% in the first  quarter of 1999.  Newsprint,  ink and  printing
charges  decreased $1.0 million,  or 8.3%, for the quarter ended March 26, 2000,
primarily  due to a  decrease  of  approximately  13% in the  price  per  ton of
newsprint as compared to the quarter ended March 31, 1999.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses were 10.7% and 9.4% of the Company's revenues for the first quarters of
2000 and 1999,  respectively.  Selling,  general and administrative expenses for
the quarter  ended March 26, 2000  increased  $1.8 million,  or 17.0%,  to $12.1
million,  from the first quarter of 1999,  due primarily to increased  promotion
activity associated with the Company's revenue growth.

      DEPRECIATION AND  AMORTIZATION.  Depreciation  and  amortization  expenses
remained relatively consistent at 6.3% and 6.6% of the Company's revenues in the
first quarters of 2000 and 1999,  respectively.  Depreciation  and  amortization
expenses decreased $147,000, or 2.0%, to $7.1 million at March 26, 2000.

      OTHER  EXPENSES.  Other  expenses  accounted  for  13.2% of the  Company's
revenues  for the first  quarter  of 2000,  as  compared  to 12.8% for the first
quarter of 1999.  Other  expenses  increased  $892,000 or 6.3%, to $15.0 million
from $14.1  million due in part to  increases  in expenses  associated  with the
Company's Internet operations.

      OPERATING INCOME. Operating income increased $1.1 million, or 4.0% for the
first  quarter of 2000 to $27.8 million from $26.7 million for the first quarter
of 1999 due  primarily to the  Company's  growth in revenue and  newsprint  cost
savings.

      INTEREST EXPENSE.  Interest expense remained  relatively flat,  increasing
0.1%,  from first  quarter 1999 to first  quarter  2000,  as a result of reduced
outstanding  senior debt offset by an increase in interest  rates.  In addition,
the Company has entered into various  interest rate protection  agreements which
have had a favorable impact on interest expense.

      PROVISION FOR INCOME TAXES.  The Company  reported  effective tax rates of
39.5% and 40.2% for the first  quarters ended March 26, 2000 and March 31, 1999,
respectively.

      EQUITY  INTEREST.  As  previously  reported,   during  1999,  the  Company
purchased an interest in AdOne,  LLC  ("AdOne"),  an  Internet-based  classified
advertising  service.  The  loss  recorded  during  the  first  quarter  of 2000
represents the Company's prorata share of AdOne's net loss for the period.

      NET  INCOME.  Net income was $8.5  million,  or $.19 per share,  basic and
diluted, for the first quarter of 2000, as compared to $7.9 million, or $.17 per
share, basic and diluted, for the first quarter of 1999.

      OTHER INFORMATION. EBITDA for the first quarter of 2000 increased $925,000
or 2.7%,  to $34.9  million  from $34.0  million  in the first  quarter of 1999.
Tangible net income at March 26, 2000 was $11.6 million,  or $.25 per share,  as
compared to $10.7 million or $.23 per share at March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

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

      CASH FLOWS FROM  OPERATIONS.  Net cash  provided by  operating  activities
decreased  $2.6 million to $17.8 million for the first quarter of 2000. Net cash
provided by operating  activities at March 26, 2000 primarily  resulted from net
income before non-cash expenses (i.e., depreciation and amortization).

      CASH  FLOWS  FROM  INVESTING  ACTIVITIES.   Net  cash  used  in  investing
activities  decreased  $776,000 to $1.5 million at March 26, 2000.  During 1999,
the Company began the initial phases for its new Philadelphia printing facility.
As of March 26, 2000,  approximately  $3.4 million of expenditures  were made in
connection  with the  facility.  The  total  cost of the  project  is  currently
estimated to be  approximately  $35.0 million and is expected to be completed in
September 2001.

                                       -7-
<PAGE>


The Company  expects to fund this  project with cash flows from  operations  and
borrowings.  The Company has a capital  expenditure  program  (excluding  future
acquisitions and the  Philadelphia  printing  facility) of  approximately  $17.0
million in place for 2000,  which  includes  spending on  technology,  including
prepress and business systems,  computer hardware and software,  other machinery
and equipment,  plants and property, vehicles and other assets. The Company also
expects to spend $20 to $22 million in connection with the Philadelphia printing
facility.  The Company believes its capital expenditure program is sufficient to
maintain its current level and quality of  operations.  The Company  reviews its
capital  expenditure  program  periodically  and modifies it as required to meet
current needs.

      CASH  FLOWS  FROM  FINANCING  ACTIVITIES.   Net  cash  used  in  financing
activities  was $16.8 million in the first quarter of 2000, as compared to $17.5
million at March 31, 1999. The 2000 activity  reflects the use of  approximately
$5.9 million in  connection  with the repayment of senior debt and $10.9 million
in connection with the Company's stock repurchase program.

      The Company has a credit agreement (the "Credit Agreement") which provides
for $500.0 million in term loans and a $400.0 million revolving credit facility.
Amortization of the term loans commences on June 30, 2000 with final maturity on
September 30, 2006. The revolving  credit facility reduces  quarterly  beginning
June 30, 2002 and matures on March 31, 2006.

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

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

      The Company  generally  manages its exposure to interest rate fluctuations
for its variable rate debt by entering into interest rate protection agreements.
The Company was required under the prior credit  agreement and is required under
the Credit  Agreement to maintain  interest  rate  protection  agreements  for a
certain  percentage of its outstanding debt, based upon the Total Leverage Ratio
(as defined in the Credit Agreement).

      Interest  rate  protection  agreements  (IRPAs)  relating to the Company's
borrowings  included SWAP agreements with a notional  principal amount of $325.0
million on March 26, 2000,  and $619.0  million on December 26, 1999. On January
29, 1999, certain SWAP agreements entered into during 1998 became effective, for
an aggregate  notional  principal amount of $400.0 million which reduce by $75.0
million per year  beginning  on January 31, 2000 and expire on October 29, 2002.
The agreements  exchange a floating  LIBOR rate plus an applicable  margin for a
fixed LIBOR rate plus an applicable  margin.  During 1999,  the Company  entered
into additional  three month SWAP agreements in an aggregate  notional amount of
$219.0  million which  matured March 15, 2000.  For the three months ended March
26,  2000,  the  Company's  weighted  average  effective  interest  rate  on its
outstanding  debt balance was  approximately  7.0%. This 7.0% takes into account
the effect of interest rate protection agreements in effect during the period.

      As of March 26, 2000, the Company had outstanding  indebtedness  under the
Credit  Agreement,  due and  payable in  installments  through  2006,  of $725.6
million,  of which $225.6  million was  outstanding  under the revolving  credit
facility.  There was  $174.4  million of unused and  available  funds  under the
revolving credit facility at March 26, 2000.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


      The Company is exposed to market  risk  arising  from  changes in interest
rates associated with its long-term debt  obligations.  The Company's  long-term
debt is at  variable  interest  rates  based on certain  interest  rate  spreads
applied to LIBOR,  the Prime Rate or Federal Funds Rate as defined in the Credit
Agreement.  To manage its  exposure  to  fluctuations  in  interest  rates,  the
Company, as required by its Credit Agreement,  enters into certain interest rate
protection  agreements,  which  allows the  Company to  exchange  variable  rate
interest for fixed rate,  maturing at specific  intervals.  The difference to be

                                       -8-
<PAGE>


paid or received  as  interest  rates  change is accrued  and  recognized  as an
adjustment of interest  expense  related to the debt. The related amount payable
to or  receivable  from  counterparties  is  included in accrued  interest.  The
Company's use of these  agreements is limited to hedging  activities and not for
trading or speculative activity.

      At March 26,  2000,  the  Company  had in  effect  SWAP  agreements  for a
notional amount of $325 million.  The fair market value of the SWAP at March 26,
2000,  had the SWAP been  marked to  market,  would have  resulted  in a gain of
approximately  $7.3  million.  Assuming a 10%  increase or reduction in interest
rates for the quarter ended March 26, 2000, the effect on the Company's  pre-tax
earnings and cash flows would be approximately $650,000.


RECENT EVENTS

      On February 28, 2000,  the Company  announced  its intent to sell its Ohio
and St. Louis area newspapers. The Ohio properties include four daily newspapers
with a total daily  circulation  of  approximately  126,000.  The  Missouri  and
Illinois  properties  include the  Suburban  Newspapers  of Greater  St.  Louis,
representing  non-daily  distribution of  approximately  1.7 million and a daily
newspaper in Alton, Illinois, with daily circulation of approximately 28,000 and
Sunday circulation of approximately 30,000. For the three months ended March 26,
2000,  the Ohio and St.  Louis area  newspapers  generated  approximately  $31.8
million in revenue.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

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

        None.

ITEM 5. OTHER INFORMATION

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (A) EXHIBITS

            27.1    Financial Data Schedule

        (B) REPORTS ON FORM 8-K

            None.

                                       -9-

<PAGE>



                                    SIGNATURE

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

Date: May 9, 2000                             JOURNAL REGISTER COMPANY


                                              By: /S/ JEAN B. CLIFTON
                                                  -----------------------------
                                                  Jean B. Clifton
                                                  Executive Vice President &
                                                  Chief Financial Officer and
                                                  Secretary


                                       -10-
<PAGE>

                                 EXHIBIT INDEX

Exhibit Number        Description
--------------        -----------

    27.1              Financial Data Schedule