<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 June 30,1999

                                      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,  46,534,081 shares  outstanding  (exclusive of treasury shares) as of
August 13, 1999.

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





<PAGE>
                           JOURNAL REGISTER COMPANY

                              INDEX TO FORM 10-Q


PART I.           FINANCIAL INFORMATION

                                                                      PAGE NO.

      Item 1. Financial Statements:

              Condensed Consolidated Balance Sheets at June
              30, 1999 (Unaudited) and December 31, 1998................    1

              Condensed Consolidated Statements of Income for
              the three and six months ended June 30, 1999
              and 1998 (Unaudited)......................................    2

              Condensed Consolidated Statements of Cash Flows
              for the six months ended June 30, 1999 and 1998
              (Unaudited)...............................................    3

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

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

      Item 3. Quantitative and Qualitative Disclosures About
              Market Risk...............................................   11

PART II.      OTHER INFORMATION

      Item 1. Legal Proceedings.........................................   12

      Item 2. Changes in Securities and Use of Proceeds.................   12

      Item 3. Defaults Upon Senior Securities...........................   12

      Item 4. Submission of Matters to a Vote of Security
              Holders...................................................   12

      Item 5. Other Information.........................................   12

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

      Signature.........................................................   14


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


<PAGE>

                        PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                                          June 30,  December 31,
                                                            1999        1998
                                                          --------  ------------
ASSETS
Current assets:
  Cash and cash equivalents                              $  4,791     $ 8,542
  Accounts receivable, less allowance for doubtful
   accounts of $ 6,319 in 1999 and $4,632 in 1998          58,209      58,244

  Inventories                                               7,794       8,440
  Deferred income taxes                                     2,684       2,522
  Other current assets                                      5,777       4,130
                                                         ---------   --------
Total current assets                                       79,255      81,878

Property, plant and equipment:                            237,628     230,160

     Less accumulated depreciation                       (136,811)   (130,182)
                                                         ---------   ---------
                                                          100,817      99,978
Intangible and other assets, net of accumulated
 amortization of $35,641 in 1999
 and $28,297 in 1998                                      484,435     490,013
                                                         --------    ---------
Total assets                                             $664,507    $671,869
                                                         =========   =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Current maturities of long-term debt                    $ 6,500    $   ---
  Accounts payable                                         11,236      12,107
  Income taxes payable                                        524         829
  Accrued interest                                          7,144       6,374
  Other accrued expenses and current liabilities           30,984      30,814
                                                         ---------   ---------
Total current liabilities                                  56,388      50,124

Senior debt, less current maturities                      741,925     765,000
Deferred income taxes                                      16,069      14,029
Accrued retiree benefits and other liabilities             15,436      17,078
Income taxes payable                                       62,199      50,951

Commitments and contingencies

Stockholders' deficit:

  Common stock, $.01 par value per share, 300,000,000
   shares authorized, 48,437,581 issued and outstanding
   at June 30, 1999 and December 31, 1998                     484         484
  Additional paid-in capital                              358,236     358,236
  Accumulated deficit                                    (562,029)   (583,821)
                                                         ---------   ---------
  Total                                                  (203,309)   (225,101)

  Less treasury stock, 1,903,500 shares at cost           (23,989)        ---

  Accumulated other comprehensive loss, net of
   tax of $153                                               (212)       (212)
                                                         ---------   ---------
Net stockholders' deficit                                (227,510)   (225,313)
                                                         =========   =========
Total liabilities and stockholders' deficit              $664,507    $671,869
                                                         =========   =========

                           SEE ACCOMPANYING NOTES.

                                      -1-
<PAGE>



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



                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                        JUNE 30,                JUNE 30,
                                    1999        1998        1999        1998
                                 ----------  ---------   ---------   ----------
Revenues:
  Advertising                     $ 90,653    $75,080    $170,223      $139,020
  Circulation                       24,320     20,584      48,628        40,718
                                 ----------  ---------   ---------   -----------
  Newspaper revenues               114,973     95,664     218,851       179,738
  Commercial printing and other      6,193      6,217      12,217        11,804
                                 ----------  ---------   ---------   -----------
                                   121,166    101,881     231,068       191,542

Operating expenses:
  Salaries and employee benefits    39,692     31,951      78,689        62,863
  Newsprint, ink and printing
  charges                           12,598     12,695      25,075        24,591
  Selling, general and
  administrative                    11,107      8,378      21,456        16,536
  Depreciation and amortization      7,277      5,085      14,509        10,024
  Other                             14,510     12,033      28,608        23,487
                                 ----------  ---------   ---------   -----------
                                    85,184     70,142     168,337       137,501

  Operating income                  35,982     31,739      62,731        54,041

  Interest and other expense       (12,775)    (8,517)    (26,237)      (17,215)
                                 ----------  ---------   ---------   -----------

  Income before provision for
  income taxes                      23,207     23,222      36,494        36,826
  Provision for income taxes         9,355      8,616      14,702        13,657
                                 ----------  ---------   ---------   -----------
  Net income                     $  13,852   $ 14,606    $ 21,792      $ 23,169
                                 ==========  =========   =========   ===========

  Net income per common share
  (basic and diluted):           $   .30    $    .30     $   .46        $ .48

  Weighted average shares
  outstanding:
      Basic                        46,577     48,438     47,148       48,438
      Diluted                      46,715     48,717     47,179       48,712




                           SEE ACCOMPANYING NOTES.

                                      -2-
<PAGE>

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

                                                       Six months ended
                                                           June 30,
                                                  ----------------------------
                                                    1999            1998
                                                  ---------      -----------


CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                      $ 21,792         $ 23,169
 Adjustments  to  reconcile  net  income  to
  net  cash  provided  by  operating activities:
   Provision for losses on accounts receivable      2,187            1,216
   Depreciation and amortization                   14,509           10,024
   Other, net                                       6,980            3,109
                                                   ---------      -----------
Net cash provided by operating activities          45,468           37,518

CASH FLOWS FROM INVESTING ACTIVITIES:
Net additions to property, plant and equipment     (8,406)          (4,581)
Purchase of newspaper properties                     (249)         (36,086)
                                                 ----------      -----------

Net cash used in investing activities              (8,655)         (40,667)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior facilities            --           37,000
Repayments of senior debt                         (16,575)         (31,414)
Purchase of treasury shares                       (23,989)              --
                                                  ---------      -----------
Net cash (used in) provided by financing
 activities                                       (40,564)           5,586
                                                  ---------      -----------

(Decrease)/increase  in cash and cash equivalents  (3,751)           2,437
Cash and cash equivalents, beginning of period      8,542            8,183
                                                  ---------      -----------
Cash and cash equivalents, end of period          $ 4,791          $10,620
                                                  =========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:
    Interest                                      $ 25,447         $18,862
    Income taxes                                     1,881           1,349



                           SEE ACCOMPANYING NOTES.

                                      -3-
<PAGE>

                            JOURNAL REGISTER COMPANY
         NOTES TO UNUADITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1999

1.    ORGANIZATION AND BASIS OF PRESENTATION

      The  accompanying  condensed  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.

      The 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.

      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 June 30,  1999 and  December  31,  1998 and the  results  of its
operations  and cash flows for the periods  ended June 30, 1999 and 1998.  These
financial  statements  should be read in conjunction  with the December 31, 1998
audited  Consolidated  Financial  Statements  and  Notes  thereto.  The  interim
operating  results are not necessarily  indicative of the results to be expected
for an entire year.


2.    EARNINGS PER COMMON SHARE

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

<TABLE>
<CAPTION>
                                          Three months ended              Six months ended
                                               June 30,                       June 30,
                                          1999            1998           1999          1998
                                        -----------    ----------     ----------    ----------
<S>                                     <C>            <C>            <C>           <C>

 Weighted-average shares for basic
 earnings per share                     46,577,077     48,437,500     47,148,037    48,437,500
 Effect of dilutive securities:
    Employee stock options                 138,114        279,946         30,661       274,737
                                        ===========    ==========     ==========    ==========

 Adjusted  weighted-average  shares  for
 diluted earnings per share             46,715,191     48,717,446     47,178,698    48,712,237
                                        ==========     ==========     ==========    ==========
</TABLE>

      Options to purchase 1.7 million and 2.6 million  shares of common stock at
a range of $17.63 to $22.50 and  $14.75 to $22.50  were  outstanding  during the
three and six month  periods  ended June 30,  1999,  respectively,  but were not
included in the  computation  of the diluted EPS because the  options'  exercise
price was greater than the average market price of the common shares.

3.    COMMON STOCK

      On January 11, 1999, the Company's  Board of Directors  authorized a share
repurchase program of up to two million shares of the Company's common stock. On
April 8, 1999, the Company's Board of Directors  authorized the repurchase of an
additional one million shares. Shares under the program are to be repurchased at
management's  discretion,  either in the open market or in privately  negotiated
transactions.  At June 30, 1999, the Company had repurchased 1,903,500 shares at
a total cost of approximately $24 million.

                                      -4-
<PAGE>

                           JOURNAL REGISTER COMPANY
       NOTES TO UNUAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      JUNE 30, 1999

4.    ACQUISITIONS

      On  July  15,  1998,  the  Company   completed  its   acquisition  of  the
Pennsylvania,  New York and Ohio newspaper  businesses of The Goodson  Newspaper
Group (including Mark Goodson Enterprises,  Ltd.) for approximately $300 million
in cash (the "Goodson Acquisition").  The Company applied the purchase method of
accounting for this transaction.  Accordingly,  the total acquisition cost, on a
preliminary basis, was allocated to the tangible assets and liabilities acquired
based  upon their  estimated  fair  market  value on the  effective  date of the
acquisition  of  approximately  $17.1  million and $7.9  million,  respectively.
Intangible assets of approximately $300 million were recorded for the subscriber
lists and excess of the purchase price over the value of identifiable net assets
and are being amortized in accordance with the Company's policy.

      The following table presents the unaudited  proforma results of operations
of the Company as though the Goodson Acquisition occurred on January 1, 1998.

                                               SIX MONTHS ENDED
                                                JUNE 30, 1998
                                               ----------------
                                                (in thousands)

      Net Revenues                              $    226,422
      Net Income                                      18,106

      Net income per share (basic and diluted):   $      .37

      The proforma results are not necessarily indicative of what actually would
have occurred if the acquisition had been in effect for the period presented and
are not intended to be a projection of future results.

5.    COMPREHENSIVE LOSS

      The June 30,  1999  accumulated  other  comprehensive  loss  relates  to a
minimum pension liability adjustment of $212,000 net of tax recorded at December
31, 1998.

6.    SEGMENTS

      In 1998, the Company adopted  Financial  Accounting  Standards  Board, No.
131,  "Disclosure  About Segments of an Enterprise and Related  Information." In
accordance  with  FASB  131,  the  Company  concluded  that it  operates  in one
reportable  segment.  The Company  determined  its  operating  segment  based on
individual  operations  that the chief  operating  decision  maker  reviews  for
purposes of assessing performance and making operational decisions. The combined
operations have similar economic  characteristics and each operation has similar
products, services, customers, production processes and distribution systems.

7.    RECLASSIFICATIONS

      Certain  reclassifications  were made to the 1998 financial  statements to
conform with the 1999 presentation.

                                      -5-
<PAGE>


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

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 June 30, 1999,  the Company  owned and operated 24 daily  newspapers
and 186  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 June 30,  1999,  the  Company  had  total  paid  daily
circulation  of  approximately  640,000  and  total  non-daily  distribution  of
approximately 3.7 million. In addition,  the Company has 25 Web sites, featuring
all of the Company's daily and weekly newspapers.

      The Company's objective is to continue its growth in revenues,  EBITDA and
net income.  The principal elements of the Company's strategy are to: (i) expand
advertising  revenues and readership;  (ii) grow by  acquisition;  (iii) capture
synergies from geographic  clustering;  and (iv) implement  consistent operating
policies and  standards.  From 1993 through  present,  the Company  successfully
completed  14  strategic  acquisitions,   acquiring  12  daily  newspapers,  118
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.

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

      The second quarter and first six months of 1999 include the results of the
following  acquisitions:  the  Goodson  Acquisition,  completed  July 15,  1998;
Taconic  Media,  Dutchess  County,  New York,  acquired  September 21, 1998, THE
SARATOGIAN,  Saratoga  Springs,  New  York,  acquired  March  9,  1998  and  THE
FARMINGTON VALLEY POST, Avon CT, acquired June 7, 1999.


THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998

      REVENUES.  In the three  months ended June 30,  1999,  revenues  increased
$19.3  million,  or 18.9%,  to $121.2  million,  primarily due to  acquisitions.
Newspaper  revenues in the second quarter increased $19.3 million,  or 20.2%, to
$115.0  million,  principally  due to the  effect of  acquisitions.  Advertising
revenues  increased  $15.6  million,  or  20.7%,  followed  by  an  increase  in
circulation  revenues of $3.7 million,  or 18.2%,  as compared to the prior year
period. Commercial printing and other represented 5.1% of the Company's revenues
in the second  quarter of 1999,  as  compared  to 6.1% in the second  quarter of
1998.

      SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit  expenses
were 32.8% of the Company's  revenues in the second  quarter of 1999 as compared
to 31.4% in the second quarter of 1998. Salaries and employee benefits increased
$7.7  million,  or  24.2%,  in the  second  quarter  of 1999 to  $39.7  million,
primarily due to acquisitions.

      NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the  second  quarter  of 1999,
newsprint,  ink and printing  charges were 10.4% of the Company's  revenues,  as
compared to 12.5% in the second  quarter of 1998.  Newsprint,  ink and  printing
charges in the three months ended June 30, 1999 decreased  approximately $97,000
as  compared  to the prior  year  period.  During  the  second  quarter of 1999,
newsprint  prices  continued  to  decline,  resulting  in a  price  decrease  of
approximately 12% from the prior year period.  The decrease in newsprint expense
attributable to cost savings has been offset by volume increases  related to the
Company's acquisitions.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses were 9.2% and 8.2% of the Company's  revenues for the second quarter of
1999 and 1998,  respectively.  Selling,  general and administrative expenses for
the second quarter of 1999 increased $2.7 million,  or 32.6%,  to $11.1 million,
due to the Company's acquisitions, agency commissions related to increased sales
and  additional   costs  associated  with  the  company's   revenue   generating
activities.

                                      -6-
<PAGE>

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
6.0% of the Company's revenues in the second quarter of 1999 as compared to 5.0%
in the second quarter of 1998.  Depreciation  and  amortization  expenses in the
second quarter of 1999 increased $2.2 million,  or 43.1%, to $7.3 million due to
increased  amortization  resulting from the Company's  acquisitions in the third
quarter of 1998.

      OTHER  EXPENSES.  Other  expenses  accounted  for  12.0%  and 11.8% of the
Company's revenues in the second quarter of 1999 and 1998,  respectively.  Other
expenses  increased  $2.5  million,  or 20.6%,  to $14.5  million  in the second
quarter of 1999, primarily due to acquisitions and increased promotion expenses.

      OPERATING INCOME.  Operating income increased $4.2 million,  or 13.4%, for
the  second  quarter of 1999 as  compared  to the  second  quarter of 1998.  The
increase  in  operating   income  as  compared  to  the  prior  year  period  is
attributable  to the growth in the  Company's  advertising  revenue,  results of
continued  cost  savings  strategies  implemented  at  the  Company's  operating
subsidiaries and the effect of acquisitions during the second quarter of 1999.

      INTEREST AND OTHER EXPENSE. Interest and other expense increased primarily
due to an increase in interest expense of $4.2 million,  or 48.1%, in the second
quarter  of 1999 as  compared  to the  second  quarter  of 1998,  as a result of
increased borrowing in connection with the Company's  acquisitions including the
Goodson Acquisition, offset in part by a decrease in average borrowing rates.

      PROVISION FOR INCOME TAXES.  The Company reported an effective tax rate of
40.3% for the second quarter of 1999 as compared to 37.1% for the second quarter
of 1998.  The increase in the effective tax rate for the second  quarter of 1999
is primarily the result of the Company's  1998  acquisitions,  particularly  the
Goodson Acquisition completed in the third quarter of 1998.

      NET INCOME.  Net income was $13.9  million,  or $.30 per share,  basic and
diluted, for the second quarter of 1999 as compared to $14.6 million or $.30 per
share,  basic and diluted,  for the second  quarter of 1998. The decrease in net
income as  compared  to the  second  quarter  of 1998 is a direct  result of the
current  dilutive  effect of  increased  interest  and  intangible  amortization
expense in connection with the Goodson Acquisition.

      OTHER  INFORMATION.  EBITDA(1)  for the  second  quarter of 1999 was $43.3
million,  an increase of $6.4  million,  or 17.5%,  from the prior year  period.
Tangible net income1 per share,  on a diluted  basis,  increased 9.8% to $.36 in
the second  quarter of 1999 as compared to $.32 per share in the second  quarter
of 1998.


__________________________

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

                                      -7-
<PAGE>

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

      REVENUES.  In the six months ended June 30, 1999, revenues increased $39.5
million, or 20.6%, to $231.1 million,  primarily due to acquisitions.  Newspaper
revenues  in the six months  ended June 30, 1999  increased  $39.1  million,  or
21.8%, to $218.9 million,  principally due to increased advertising revenue as a
result  of  acquisitions.  Circulation  revenues  increased  approximately  $7.9
million,  or 19.4%,  to $48.6 million during the six months ended June 30, 1999.
Commercial  printing and other represented 5.3% of the Company's revenues in the
six months  ended June 30, 1999 as compared to 6.2% in the six months ended June
30, 1998.

      SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit  expenses
were 34.1% of the  Company's  revenues for the six months ended June 30, 1999 as
compared to 32.8% for the six months ended June 30, 1998.  Salaries and employee
benefits increased $15.8 million, or 25.2%, during the six months ended June 30,
1999 to $78.7 million, primarily due to acquisitions.

      NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the six months  ended June 30,
1999, newsprint,  ink and printing charges were 10.9% of the Company's revenues,
as compared to 12.8% in the six months ended June 30, 1998.  Newsprint,  ink and
printing  charges in the six months ended June 30, 1999 increased  approximately
$484,000,  or 2.0%, as compared to the prior year period.  During the six months
ended June 30, 1999,  newsprint prices declined  approximately 8% from the prior
year period. The decrease in newsprint expense  attributable to cost savings has
been offset by volume increases related to the Company's acquisitions.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses  were 9.3% and 8.6% of the  Company's  revenues in the six months ended
June 30,  1999 and  1998,  respectively.  Selling,  general  and  administrative
expenses  for the six months  ended June 30, 1999  increased  $4.9  million,  or
29.8%, to $21.5 million, due to the Company's  acquisitions,  agency commissions
related to increased  sales and additional  costs  associated with the company's
revenue generating activities.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
6.3% of the Company's revenues in the six months ended June 30, 1999 as compared
to 5.2% in the six months ended June 30,  1998.  Depreciation  and  amortization
expenses in the six months ended June 30, 1999 increased $4.5 million, or 44.7%,
to $14.5  million due to increased  amortization  resulting  from the  Company's
acquisitions in the third quarter of 1998.

      OTHER EXPENSES. Other expenses accounted for approximately 12.4% and 12.3%
of the  Company's  revenues  in the six  months  ended  June 30,  1999 and 1998,
respectively.  Other expenses increased $5.1 million, or 21.8%, to $28.6 million
in the six  months  ended  June 30,  1999,  primarily  due to  acquisitions  and
increased circulation promotion and distribution expenses.

      OPERATING INCOME.  Operating income increased $8.7 million,  or 16.1%, for
the six months  ended June 30, 1999 as compared to the six months ended June 30,
1998.  The increase in operating  income as compared to the prior year period is
attributable  to the growth in the  Company's  advertising  revenue,  results of
continued  cost  savings  strategies  implemented  at  the  Company's  operating
subsidiaries  and the effect of  acquisitions  during the six month period ended
June 30, 1999.

      INTEREST AND OTHER EXPENSE. Interest and other expense increased primarily
due to an increase in interest  expense of $8.9  million,  or 51.1%,  in the six
months ended June 30, 1999 as compared to the six months ended June 30, 1998, as
a result of increased  borrowing in connection  with the Company's  acquisitions
including  the  Goodson  Acquisition,  offset in part by a  decrease  in average
borrowing rates.

      PROVISION FOR INCOME TAXES.  The Company reported an effective tax rate of
40.3% for the six months  ended June 30,  1999 as  compared to 37.1% for the six
months ended June 30, 1998.  The increase in the  effective tax rate for the six
months  ended  June 30,  1999 is  primarily  the  result of the  Company's  1998
acquisitions,  particularly  the  Goodson  Acquisition  completed  in the  third
quarter of 1998.

      NET INCOME.  Net income was $21.8  million,  or $.46 per share,  basic and
diluted,  for the six months ended June 30, 1999 as compared to $23.2 million or
$.48 per share,  basic and diluted,  for the six months ended June 30, 1998. The
decrease as compared to the six months ended June 30, 1998 is a direct result of
the dilutive effect of increased interest and intangible amortization expense in
connection with the Goodson Acquisition.

                                      -8-
<PAGE>

      OTHER INFORMATION. EBITDA for the six months ended June 30, 1999 was $77.2
million,  an increase of $13.2 million from the prior year period.  Tangible net
income per share, on a diluted basis, increased 11.2% to $.58 for the six months
ended June 30, 1999 as  compared to $.52 per share in the six months  ended June
30, 1998.

      LIQUIDITY AND CAPITAL RESOURCES

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

      CASH FLOWS FROM OPERATIONS.  Net cash provided by operating  activities in
the first six months of 1999 increased $8.0 million to $45.5 million as compared
to the first six months of 1998.  Net cash  provided by operating  activities in
1999  primarily  resulted  from  net  income  before  non-cash  expenses  (i.e.,
depreciation and amortization), of $36.3 million.

      CASH  FLOWS  FROM  INVESTING  ACTIVITIES.   Net  cash  used  in  investing
activities  decreased  $32.0  million to $8.7 million in the first six months of
1999. In 1999, the Company's capital expenditures increased by $3.7 million. The
Company has a capital  expenditure  program  (excluding future  acquisitions) of
approximately  $17.0  million  in place for 1999,  which  includes  spending  on
technology,  including  prepress and  business  systems,  computer  hardware and
software, other machinery and equipment, plants and property, vehicles and other
assets.  The Company believes its capital  expenditure  program is sufficient to
maintain its current level and quality of  operations.  The Company  reviews its
capital  expenditure  program  periodically  and modifies it as required to meet
current  needs.  The  Company  expects  to  continue  to fund the  1999  capital
expenditure  program  from  operating  cash flow.  The success of the  Company's
operations  in  Philadelphia   and  surrounding   areas  has   necessitated  the
construction  of a centralized  production  facility,  scheduled to begin in the
first quarter of 2000.  Costs for this  facility are  currently  estimated to be
approximately  $35.0 million.  In addition to the Company's capital  expenditure
program  noted  above,  approximately  $5.0  million will be expended in 1999 in
connection  with the  Philadelphia  facility.  The Company  expects to fund this
construction project with cash flows from operations and borrowings.

      CASH  FLOWS  FROM  FINANCING  ACTIVITIES.   Net  cash  used  in  financing
activities  was $40.6 million in the first six months of 1999 as compared to net
cash provided by financing activities of $5.6 million in the first six months of
1998. The cash provided in 1998 includes  borrowed funds of approximately  $37.0
million used to finance the Company's  acquisitions.  The 1999 activity reflects
the use of funds of approximately $24.0 million in connection with the Company's
stock repurchase program.

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

      In connection with the requirements of the Company's credit facility,  the
Company is  required 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).  On  January  29,  1999,  certain  SWAP
agreements entered into during 1998 became effective.  The agreements exchange a
floating  LIBOR  rate  plus the  applicable  margin  for a fixed  LIBOR  rate of
approximately 5.85% plus the applicable margin on $400.0 million of debt, in the
aggregate.   The  $400.0  million   interest  rate  protection   agreements  are
specifically  attributable  to certain  LIBOR loans (as defined in the Company's
credit agreement), reduce by $75.0 million per year and expire in October 2002.

      As of June 30, 1999, the Company had  outstanding  indebtedness  under the
credit  facility,  due and  payable  in  installments  through  2006,  of $748.4
million,  of which $248.4  million was  outstanding  under the revolving  credit
facility.  There was  $151.6  million of unused and  available  funds  under the
revolving credit facility at June 30, 1999.

                                      -9-
<PAGE>

YEAR 2000

      In 1996,  the  Company  began  the  initial  planning  of a  comprehensive
initiative  to address  the Year 2000 issue.  The Company  organized a Year 2000
oversight team led by the Company's  senior  information  technology  officer to
develop a  strategy  of  evaluation,  implementation,  testing  and  contingency
planning to address the Company's Year 2000  readiness.  The  evaluation  phase,
which began in  September  1996 and was  completed  by December  1996,  involved
performing  a complete,  company-wide  inventory  to identify  all  internal and
external, general purpose and production hardware and software systems, commonly
referred to as information technology ("IT") systems, that required modification
to become  Year 2000  compliant.  In  conjunction  with the  Company's  internal
assessment, the Company communicated with key third parties, namely suppliers of
production equipment as well as financial  institutions to determine their state
of Year 2000  readiness,  implementation  of Year  2000  compliant  systems  and
related  contingency  plans.  The Company has received a  substantial  number of
responses and is now focusing on non-replies from key third parties. The Company
will  continue to  correspond  with  critical  vendors and modify the  Company's
contingency  plans as  necessary.  The Company  expects to have its  contingency
plans finalized by September 30, 1999.


      In  January  of  1997,  the  Company  began  the  implementation  phase of
replacing or  modifying  system  hardware and software as required.  To date the
Company has completed the  implementation and testing phase at approximately 75%
of its  operating  properties.  The remaining  properties  are in the process of
implementation  and are expected to be  completed  within the  Company's  target
deadline of September 30, 1999. Although no formal plan has been documented, the
Company  has  contracted  with  consultants  to  assist  in the  development  of
contingency  plans to  address  potential  non-compliance  both  internally  and
externally.

      In accordance with GAAP, the Company's  direct Year 2000 costs,  including
modifying  computer  software or  converting  to new  programs,  are expensed as
incurred. Additionally, a majority of the hardware costs for replacement systems
will  be  capitalized  as  ordinarily  accounted  for in the  normal  course  of
business.  These system  replacements  represent  upgrades  consistent  with the
Company's goal to maintain and improve operational efficiencies. The Company has
capitalized  approximately  $1.3 million  during the six-month period ended June
30, 1999 related to new hardware and software in  connection  with its Year 2000
compliance  plan and expects to capitalize an additional $4.7 million during the
remainder of the year.

      Although the Company  believes it has taken all of the necessary  steps to
ensure that the Company will be Year 2000 compliant,  there can be no assurances
that  the  Company  will be able to  complete  all of the  modifications  in the
required time frame,  that all third parties will be Year 2000 compliant or that
unforeseen  Year 2000 issues will not arise.  The  Company's  assessment at this
time is that the  failure  of any of the  Company's  IT or  non-IT  systems,  or
failure by a third party to become Year 2000 compliant would not have a material
adverse  effect  on the  Company,  although  there can be no  assurances  that a
material adverse effect could not result.

RECENT EVENTS

      On July 12,  1999 the  Company  announced  the  planned  launch of six new
Friday editions of the St. Louis Suburban Journals effective August 13, 1999.

      On July 13,  1999 the  Company  announced  the  acquisition  of TOWN  TALK
SOUTHERN,  TOWN TALK EASTERN and the DELAWARE COUNTY JOURNAL from Sue-Lew,  Inc.
All three  publications  are based in Holmes,  PA with a combined  total  weekly
distribution of approximately 38,000.


INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

      Management's Discussion and Analysis of Financial Condition and Results of
Operations  and  other  sections  of  this  Form  10-Q  include  forward-looking
statements,  which  may be  identified  by  use of  terms  such  as  "believes,"
"anticipates,"  "plans," "will," "likely,"  "continues," "intends" or "expects."
These  forward-looking  statements  relate to the plans  and  objectives  of the
Company for future operations.  In light of the risks and uncertainties inherent
in all future  projections,  the inclusion of forward-looking  statements herein
should not be regarded as a  representation  by the Company or any other  person

                                      -10-

<PAGE>

that the objectives or plans of the Company will be achieved. Many factors could
cause the  Company's  actual  results  to differ  materially  from  those in the
forward-looking  statements,  including,  among other  things:  (i) a decline in
general economic conditions, (ii) the unavailability or material increase in the
price of newsprint,  (iii) an adverse judgement in pending or future litigation,
(iv) increased  competitive  pressure from current competitors and future market
entrants,  (v) sales of  substantial  amounts of the common  stock in the public
markets,  or the  perception  that such sales could occur,  and (iv) the factors
discussed  in the  Company's  Form  10-K  for  1998  in  "Item  7.  Management's
Discussion    and   Analysis   of   Financial    Condition    and   Results   of
Operations--Certain  Factors Which May Affect the Company's Future Performance."
The  following  factors  should not be  construed  as  exhaustive.  The  Company
undertakes no obligation to release publicly the results of any future revisions
it may make to  forward-looking  statements to reflect  events or  circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      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 each 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
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 June 30, 1999, the Company had in effect SWAP agreements for a notional
amount of $400 million. The fair market value of the SWAPs at June 30, 1999, had
the SWAPs been marked to market,  would have resulted in a gain of approximately
$610,000.  Assuming a 10% increase or  reduction  in interest  rates for the six
months ended June 30, 1999,  the effect on the  Company's  pre-tax  earnings and
cash flows would be approximately $1.2 million.


                                      -11-
<PAGE>
                      PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

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

      The  Company  held its Annual  Meeting  of  Stockholders on May 18,  1999.
Proposals  presented for a stockholder vote were (i) the election of three Class
B directors, (ii) the approval of the executive incentive compensation plan; and
(iii) the  ratification  of the  appointment of Ernst & Young LLP as independent
auditors for the Company for the fiscal year 1999.

      Each of the  incumbent  Class B directors  nominated  by the Company  were
elected with the following voting results:

                            VOTES FOR             VOTES WITHHELD
                            ---------             --------------
Gary D. Nusbaum            44,870,896                  7,410
Jean B. Clifton            44,870,886                  7,420
Joseph A. Lawrence         44,870,896                  7,410

           The names of the Class A and Class C directors remaining in office
following the 1999 Annual Meeting of Stockholders are as follows: Douglas M.
Karp and John R. Purcell, each a Class A director; and John L. Vogelstein and
Robert M. Jelenic, each a Class C director.

           The executive incentive compensation plan was approved with the
following voting results:

      VOTES CAST FOR         VOTES CAST AGAINST           ABSTENTIONS
      --------------         ------------------           -----------
        44,798,035                 59,446                   20,825

           The appointment of Ernst & Young LLP as the Company's independent
auditors for the fiscal year 1999 was approved with the following voting
results:

      VOTES CAST FOR         VOTES CAST AGAINST          ABSTENTIONS
      --------------         ------------------          -----------
        44,868,103                  5,403                   4,800


ITEM 5. OTHER INFORMATION

        None.

                                      -12-
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) EXHIBITS

                    27.1    Financial Data Schedule

        (b) REPORTS ON FORM 8-K

             None.

















                                      -13-

<PAGE>
                                    SIGNATURE

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

    Date: August 13, 1999            JOURNAL REGISTER COMPANY


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

















                                      -14-

<PAGE>



                               INDEX TO EXHIBITS

       EXHIBIT
       NUMBER    DESCRIPTION OF EXHIBIT
       -------   ----------------------

       27.1      Financial Data Schedule for the six month period ended
                 June 30, 1999