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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM 10-Q

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

                For the quarterly period ended September 24, 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                              (I.R.S. Employer
of Incorporation 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,  45,205,588 shares  outstanding  (exclusive of treasury shares) as of
November 7, 2000.

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





<PAGE>



                                       JOURNAL REGISTER COMPANY

                                          INDEX TO FORM 10-Q

PART I.             FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                            PAGE NO.

         <S>        <C>                                                                                       <C>
         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 Condensed Consolidated Financial Statements.................................      5

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

         Item 3.    Quantitative and Qualitative Disclosures About Market Risk...........................     12



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  .....................................................................................     13
</TABLE>


                                      -1-



<PAGE>
                         PART I. FINANCIAL INFORMATION

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


<TABLE>
<CAPTION>
                                                                                       SEPTEMBER 24,     DECEMBER 26,
                                                                                            2000              1999
                                                                                       --------------   ---------------
<S>                                                                                      <C>             <C>
ASSETS

Current assets:
  Cash and cash equivalents                                                               $ 1,079         $   3,090
  Accounts receivable, less allowance for doubtful accounts of $6,996 at
    September 24, 2000 and $6,293 at December 26, 1999                                      56,414           65,597
  Inventories                                                                                8,658            9,899
  Deferred income taxes                                                                      2,905            2,721
  Other  assets                                                                              8,525            7,090
                                                                                       --------------   ---------------
Total current assets                                                                        77,581           88,397


Property, plant and equipment:                                                             217,543          246,836

     Less accumulated depreciation                                                        (125,127)        (141,860)
                                                                                       --------------   ---------------
                                                                                            92,416          104,976
Intangible and other assets, net of accumulated amortization of $53,233 at
   September  24, 2000 and $42,751 at December 26, 1999                                    489,087          493,807
                                                                                       --------------   ---------------
Total Assets                                                                             $ 659,084        $ 687,180
                                                                                       ==============   ===============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

  Current maturities of long-term debt                                                   $ 27,562          $ 19,500

  Accounts payable                                                                           8,913           14,617

  Income taxes payable                                                                      11,414              438

  Accrued interest                                                                           5,651            6,886

  Other accrued expenses and liabilities                                                    36,391           31,439

                                                                                       --------------   ---------------
Total current liabilities                                                                   89,931           72,880

Senior debt, less current maturities                                                       502,911          711,967

Deferred income taxes                                                                       26,095           20,291

Accrued retiree benefits and other liabilities                                              13,661           15,920

Income taxes payable                                                                       115,482           73,505


Commitments and contingencies


Stockholders' deficit:

  Common stock, $.01 par value per share, 300,000,000 shares authorized,
    48, 437,581 issued at September  24, 2000 and December 26, 1999                            484              484
  Additional paid-in capital                                                               358,250          358,244
  Accumulated deficit                                                                     (405,326)        (536,156)
  Less treasury stock 3,243,981 and 2,362,953 shares, at cost on
   September 24, 2000 and December 26, 1999, respectively                                  (42,244)         (29,795)

  Accumulated other comprehensive loss, net of tax                                            (160)            (160)
                                                                                       --------------   ---------------
Net stockholders' deficit                                                                  (88,996)        (207,383)
                                                                                       --------------   ---------------
Total Liabilities and Stockholders' Deficit                                              $ 659,084        $ 687,180
                                                                                       ==============   ===============
</TABLE>


                                   SEE ACCOMPANYING NOTES.

                                            -2-
<PAGE>
                                  JOURNAL REGISTER COMPANY
                         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                         (UNAUDITED)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                 NINE MONTHS ENDED
                                               SEPTEMBER 24,     SEPTEMBER 30,   SEPTEMBER 24,       SEPTEMBER 30,
                                                       2000              1999            2000                1999
                                              ----------------   -------------   --------------      ---------------
<S>                                                <C>                <C>                <C>                 <C>
Revenues:

   Advertising                                        $ 82,572        $ 88,656        $ 260,154           $ 258,879
   Circulation                                          23,637          24,616           72,482              73,244
                                                ---------------   -------------    -------------    ----------------
Newspaper revenues                                     106,209         113,272          332,636             332,123
Commercial printing and other                            6,734           6,273           17,607              18,490
                                                ---------------   -------------    -------------    ----------------
                                                       112,943         119,545          350,243             350,613

Operating expenses:
   Salaries and employee benefits                       37,721          40,515          117,248             119,204
   Newsprint, ink and printing charges                  11,900          12,122           35,724              37,197
   Selling, general and administrative                  11,363          12,098           35,548              33,554
   Depreciation and amortization                         6,892           7,399           21,058              21,908
   Other                                                13,920          14,902           44,227              43,510
                                                ---------------   -------------    -------------    ----------------
                                                        81,796          87,036          253,805             255,373

Operating income                                        31,147          32,509           96,438              95,240

Net interest and other expense                        (11,935)        (13,264)         (38,220)            (39,501)
Gain on sale of newspaper properties                   141,123
                                                                         ---            141,123               ---
                                                ---------------   -------------    -------------    ----------------

Income before provision for income taxes
   and equity interest                                 160,335          19,245          199,341              55,739
Provision for income taxes                              51,961           7,663           67,369              22,365
                                                ---------------   -------------    -------------    ----------------

Net income before equity interest                      108,374          11,582          131,972              33,374
Equity interest                                          (301)            (67)          (1,142)                (67)
                                                ---------------   -------------    -------------    ----------------
Net income                                            $108,073       $  11,515         $130,830           $  33,307
                                                ===============   =============    =============    ================


Net income per common share:

    Basic                                                $2.39            $.25            $2.89                $.71
    Diluted                                              $2.37            $.25            $2.88                $.71

Weighted average shares outstanding:

    Basic                                               45,196          46,536           45,343              46,942
    Diluted                                             45,598          46,775           45,457              47,057

</TABLE>




                                 SEE ACCOMPANYING NOTES.

                                          -3-
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                      NINE  MONTHS ENDED

                                                                        SEPTEMBER 24, 2000       SEPTEMBER 30, 1999
                                                                        ------------------       ------------------

<S>                                                                                 <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                                        $ 130,830           $  33,307

Adjustments to reconcile net income to net cash provided by operating
activities:
  Provision for losses on accounts receivable                                         3,276               3,189
  Increase in deferred income taxes                                                   5,621               3,044

  Depreciation and amortization                                                      21,058              21,908

  Loss on equity investment                                                           1,142                --
  Gain on sale of newspaper properties                                             (141,123)               --
  Other, net                                                                         35,362               7,091
                                                                                  ---------           ---------
Net cash provided by operating activities                                            56,166              68,539

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of newspaper properties                                                       --               (14,668)

Net additions to property, plant and equipment                                       (5,823)            (14,866)
Net additions to construction in progress                                            (8,642)               (620)
Increase in investments                                                              (2,121)               (862)
Proceeds from sale of newspaper properties                                          171,846                --
                                                                                  ---------           ---------
Net cash provided by (used in) investing activities                                 155,260             (31,016)

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of senior debt                                                           (200,994)            (16,000)
Purchase of treasury shares                                                         (12,500)            (23,989)
Proceeds from exercise of stock options                                                  57                  87
                                                                                  ---------           ---------
Net cash used in  financing activities                                             (213,437)            (39,902)
                                                                                  ---------           ---------

Decrease in cash and cash equivalents                                                (2,011)             (2,379)

Cash and cash equivalents, beginning of period                                        3,090               8,542
                                                                                  ---------           ---------
Cash and cash equivalents, end of period                                          $   1,079           $   6,163
                                                                                  =========           =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:

     Interest (net of amount capitalized)                                         $  40,720            $  38,415

     Income taxes                                                                 $   8,795            $   3,021
</TABLE>



                                      -4-

                             SEE ACCOMPANYING NOTES.


<PAGE>


                            JOURNAL REGISTER COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 24, 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.

         Journal  Register  Company  (through  its  consolidated   subsidiaries)
primarily   publishes  daily  and  non-daily   newspapers   serving  markets  in
Connecticut,  Philadelphia and its surrounding  areas, Ohio, central New England
and the Capital-Saratoga and Mid-Hudson, New York regions. The Company also owns
and  manages   commercial   printing   operations  in   Connecticut,   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 last  Sunday in  December.
Accordingly,  the  Company's  1999 fiscal year and 2000 third  quarter  ended on
December 26, 1999 and September 24, 2000, respectively.

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

         The condensed consolidated interim financial statements included herein
have been prepared by the Company,  without audit,  in accordance with generally
accepted   accounting   principles  ("GAAP")  and  pursuant  to  the  rules  and
regulations   of  the  Securities   and  Exchange   Commission.   The  condensed
consolidated interim financial statements do not include all the information and
footnote disclosure required by GAAP for complete financial  statements.  In the
opinion  of the  Company's  management,  the  accompanying  unaudited  condensed
consolidated  financial statements contain all material adjustments  (consisting
only of normal  recurring  accruals)  necessary to present  fairly its financial
position as of  September  24, 2000 and December 26, 1999 and the results of its
operations and cash flows for the periods ended September 24, 2000 and September
30, 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

         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                  Nine months ended
  (In thousands)                            September 24,     September 30,      September 24,     September 30,
                                                 2000              1999               2000              1999
                                            --------------    -------------     --------------    -------------
<S>                                                <C>               <C>                  <C>             <C>
  Weighted-average shares for basic
    earnings per share                            45,196            46,536              45,343           46,942
  Effect of dilutive securities:
     Employee stock options                          402               239                 114              115
                                            -------------     ------------       -------------     ------------
  Adjusted weighted-average shares for
    diluted earnings per share                    45,598           46,775               45,457           47,057
                                            =============     ============       =============     ============
</TABLE>

         Options to purchase  1.6 million  shares of common  stock at a range of
$17.63 to $22.50 and $16.31 to $22.50 were outstanding during the three and nine
month periods ended September 24, 2000,  respectively,  but were not included in
the  computation of the diluted EPS because the exercise prices of those options
were greater  than the average  market  price of the common  shares.  Similarly,
options to purchase  1.6 million  shares of common stock at a range of $17.63 to
$22.50 were outstanding  during the three and nine month periods ended September
30, 1999, respectively, but were not included in the computation of diluted EPS.

                                      -5-

<PAGE>


                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 24, 2000

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 September
24,  2000,  the  Company  had  repurchased  880,000  shares  at a total  cost of
approximately $12.4 million.

4.       DISPOSITIONS

         On August 10, 2000, the Company completed its sale of substantially all
of the assets of the  Suburban  Newspapers  of Greater St.  Louis and all of the
issued and outstanding  capital stock of The Ladue News,  Inc. ("St.  Louis") to
Pulitzer Inc. for $165.0  million in cash,  plus working  capital.  The Suburban
Newspapers  of  Greater  St.  Louis  consisted  of 38  free  and 2  paid  weekly
newspapers  with a non-daily  distribution of  approximately  1.6 million in the
greater  St.  Louis,  Missouri  area.  The Ladue News,  Inc.  published a weekly
newspaper  serving  approximately  40,000  households in St.  Louis.  All of the
proceeds were used to reduce the Company's outstanding debt.

The Company  reported a pretax gain of $141.1  million ($88.4 million after tax)
which is subject to the finalization of customary purchase price adjustments and
closing costs related to the sale. The following  unaudited pro forma  operating
results for the Company assume the sale occurred on December 31, 1998:

(in thousands, except per share data)
<TABLE>
<CAPTION>
                                                   Three months ended               Nine months ended
                                             September 24,    September 30,   September 24,   September 30,
                                                  2000             1999            2000            1999
                                             -------------    -------------   -------------   -------------
<S>                                             <C>              <C>           <C>              <C>
  Revenues                                      $106,782         $106,118        $318,665         $312,076
  Net income                                     $19,919          $11,240         $42,997          $32,629
  Basic earnings per share                          $.26             $.24            $.77             $.70
  Diluted earnings per share                        $.26             $.24            $.77             $.69
</TABLE>

 5.       SUBSEQUENT EVENT

         On October 24, 2000,  the Company  announced the completion of the sale
of its Alton, Illinois newspaper, THE TELEGRAPH, to Freedom Communications, Inc.
The Company expects to record a gain on the sale. Proceeds from the sale will be
used to reduce debt and for general corporate purposes.

                                      -6-
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 24, 2000

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  November  1,  2000,  the  Company  owned and  operated  24 daily
newspapers  and  151  non-daily  publications  strategically  clustered  in  six
geographic areas:  Connecticut;  Philadelphia and its surrounding  areas;  Ohio;
central New England; and the Capital-Saratoga and Mid-Hudson,  New York regions.
As of  November  1,  2000,  the  Company  had total paid  daily  circulation  of
approximately  582,547,  total paid Sunday circulation of approximately  562,561
and total non-daily distribution of approximately 2.6 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.  In two transactions in August and October 2000 the
Company disposed of the operations in its St. Louis cluster.

         The Company  believes that its  newspapers  are 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 by making its web sites
the local information  portal for their markets.  The Company currently operates
over one hundred  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 last  Sunday in  December.
Accordingly,  the  Company's  1999 fiscal year and 2000 second  quarter ended on
December 26, 1999 and September 24, 2000, respectively.


                                      -7-
<PAGE>


THREE MONTHS ENDED  SEPTEMBER 24, 2000 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1999

ALL PRO FORMA  INFORMATION  PRESENTED HERE REFLECTS THE FINANCIAL RESULTS OF THE
COMPANY ASSUMING THE SALE OF ST. LOUIS OCCURRED ON DECEMBER 31, 1998.

         SUMMARY. Net income excluding certain non-recurring items for the third
quarter ended  September 24, 2000 was $11.7 million,  or $.26 per diluted share,
compared to $11.5 million,  or $.25 per diluted share for the three months ended
September 30, 1999.  Including the  non-recurring  items,  net income was $108.1
million,  or $2.37  per  diluted  share  for the  third  quarter  of  2000.  The
non-recurring  items  include  (i) the  August  10,  2000  sale of St.  Louis to
Pulitzer Inc. for $165.0 million in cash, which resulted in an after-tax gain of
$88.4  million and (ii) the  reversal of certain  tax  accruals.  EBITDA for the
third quarter of 2000, assuming the sale of St. Louis took place on December 31,
1998,  increased to $36.9  million in the current  quarter from $36.5 million in
the third quarter of 1999.

         REVENUES.  As a result of the August sale of the St. Louis  properties,
for the quarter ended September 24, 2000, revenues
decreased to $112.9 million from $119.5 million.

PRO FORMA REVENUE.  Pro forma  revenues  increased  $664,000 or 0.6%.  Newspaper
revenues increased $197,000. The increase in newspaper revenue was the result of
higher   advertising   revenues,   particularly   at  the   Company's   Taunton,
Massachusetts  and Fall River,  Massachusetts  newspapers.  Restating  the prior
year's quarter to conform to the Company's  change from a calendar year end to a
fiscal year end, advertising revenues increased by 3.2% to $76.4 million for the
third quarter of 2000.  Commercial printing and other revenue increased $467,000
and represented 6.3% of the Company's  revenues in the third quarter of 2000, as
compared  to 5.9% in the third  quarter of 1999.  On-line  revenue,  included in
advertising  revenue,  increased $133,000 or approximately  21.1% from the prior
year period.

         SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefit expenses
were 33.4% of the  Company's  revenues for the third quarter of 2000 compared to
33.9% for the third quarter of 1999.  Salaries and employee  benefits  decreased
6.9% or $2.8 million to $37.7 million for 2000.  On a pro forma basis,  salaries
and employee benefits  decreased 2.4% or $869,000 to $36.0 million primarily due
to one less day in the  third  quarter  of 2000 as  compared  to the 1999  third
quarter.

         NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the third  quarter of 2000,
newsprint,  ink and printing  charges were 10.5% of the Company's  revenues,  as
compared  to 10.1% in the third  quarter of 1999.  Newsprint,  ink and  printing
charges decreased  $222,000,  or 1.8%, for the quarter ended September 24, 2000.
On a pro forma basis, newsprint, ink and printing charges increased $807,000, or
8.3%.  Supplier  price  increases  of  approximately  17% were offset by reduced
consumption.  The reduction in consumption  was primarily due to one less day in
the quarter  and the  Company's  continued  focus on cost  controls  including a
reduction in newsprint  waste,  a reduction in single copy returns and a reduced
page size in the Company's Lake County, Ohio newspaper.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses  were  10.1% of the  Company's  revenues  for the third
quarter  of  2000  and  the  third  quarter  of  1999.   Selling,   general  and
administrative  expenses  for the quarter  ended  September  25, 2000  decreased
$735,000,  or 6.1%, to $11.4 million,  as compared to the third quarter of 1999.
On a pro forma basis,  selling,  general and  administrative  expenses increased
$449,000,  or 4.5% to $10.4  million  due  primarily  to  increased  promotional
activity associated with the Company's revenue growth.

         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
were 6.1% and 6.2% of the  Company's  revenues in the third  quarter of 2000 and
1999,  respectively.  Depreciation and amortization expenses decreased $507,000,
or 6.9%,  to $6.9 million for the quarter  ended  September  24, 2000.  On a pro
forma basis,  depreciation and amortization decreased $290,000, or 4.1%, to $6.7
million.

         OTHER  EXPENSES.  Other  expenses  accounted for 12.3% of the Company's
revenues  for the third  quarter  of 2000,  as  compared  to 12.5% for the third
quarter of 1999.  Other  expenses  decreased  $982,000 or 6.6%, to $13.9 million
from $14.9  million in 1999.  On a pro forma  basis,  other  expenses  decreased
$109,000, or 0.8%, to $13.0 million.

         OPERATING INCOME. Operating income decreased $1.4 million, or 4.2%, for
the third  quarter of 2000 to $31.1  million  from $32.5  million  for the third
quarter  of 1999 as a result of the  August  sale of St.  Louis.  On a pro forma
basis, operating income increased $676,000, or 2.3%, to $30.2 million.


                                      -8-
<PAGE>


        NET  INTEREST  AND  OTHER  EXPENSE.  Net  interest  and  other  expense
decreased $1.3 million as compared to the 1999 third quarter  principally due to
interest  income  earned on the  proceeds  from the sale of St.  Louis and lower
interest  expense due to a reduction in the  Company's  debt  balances with cash
provided by operations partially offset by higher interest rates.

         PROVISION FOR INCOME TAXES. The provision for income taxes increased by
$44.3 million from September 30, 1999 to September 24, 2000 due to $52.7 million
of income taxes provided for the gain on the sale of St. Louis partially  offset
by an  approximate  $8.0 million  reduction of income tax  provision  due to the
reversal of certain  income tax accruals  which were  determined to no longer be
required.

         EQUITY INTEREST.  As previously  reported,  in late August of 1999, the
Company purchased an equity interest in AdOne, LLC ("AdOne"),  an internet based
classified advertising service. The loss on equity interest of $301,000 recorded
during the third  quarter of 2000  represents  the Company's  pro-rata  share of
AdOne's  net loss for the  period  and  compares  to  $67,000  in the prior year
quarter.

         OTHER INFORMATION.  Tangible net income at September 24, 2000 was $14.6
million,  or $.32 per share,  as compared to $14.4  million or $.31 per share at
September 30, 1999.

NINE MONTHS ENDED SEPTEMBER 24, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999

ALL PRO FORMA  INFORMATION  PRESENTED HERE REFLECTS THE FINANCIAL RESULTS OF THE
COMPANY ASSUMING THE SALE OF ST. LOUIS OCCURRED ON DECEMBER 31, 1998.

         SUMMARY.  Net income for the  year-to-date  period ended  September 24,
2000 was $130.8 million,  or $2.88 per diluted share,  versus $33.3 million,  or
$.71 per diluted share for the 1999 year-to-date  period.  Excluding the gain on
the sale of St. Louis, the tax reversal and non-cash equity  interest,  earnings
per diluted share increased by 10.4% for the year-to-date period ended September
24, 2000 as compared to the 1999 year-to-date period. EBITDA for the nine months
ended September 24, 2000 on a pro forma basis,  increased $3.5 million to $110.8
million as compared to the prior year-to-date period.

         REVENUES.  As a result  of the  August  sale of St.  Louis for the nine
months ended  September  24,  2000,  revenues  decreased to $350.2  million from
$350.6 million.


PRO  FORMA  REVENUES.  Pro  forma  revenues  increased  $6.6  million,  or 2.1%.
Newspaper revenues  increased $7.4 million,  or 2.5% to $301.1 million due to an
increase in advertising revenues which increased  approximately $8.1 million, or
3.7%, to $228.8 million,  partially offset by a decrease in circulation  revenue
of $687,000. Restating the prior year-to-date to conform to the Company's change
from a calendar year end to a fiscal year end, advertising revenues increased by
4.2% to $228.8 million for the nine months ended September 24, 2000.  Commercial
printing and other revenue  represented  5.5% of the Company's  revenues for the
nine months ended  September  24, 2000,  as compared to 5.9% for the nine months
ended  September 30, 1999.  On-line  revenue,  included in advertising  revenue,
increased approximately $460,000 or 22.7% from the prior year-to-date period.

         SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefit expenses
were 33.5% of the Company's  revenues for the first nine months of 2000 compared
to 34.0% for the first  nine  months of 1999.  Salaries  and  employee  benefits
decreased $2.0 million,  or 1.6%, in 2000 to $117.2 million.  Pro forma salaries
and employee benefits decreased $487,000, or 0.5%.

         NEWSPRINT,  INK  AND  PRINTING  CHARGES.  For  the  nine  months  ended
September  24,  2000,  newsprint,  ink and  printing  charges  were 10.2% of the
Company's revenues, as compared to 10.6% for the same period in 1999. Newsprint,
ink and  printing  charges  decreased  $1.5  million or 4.0% for the nine months
ended September 24, 2000 as compared to the prior year-to-date period. Pro forma
newsprint, ink and printing charges decreased $628,000, or 2.1%.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses were 10.1% and 9.6% of the  Company's  revenues for the
nine months ended September 24, 2000 and September 30, 1999, respectively.  On a
pro forma  basis,  selling,  general and  administrative  expenses  for the nine
months ended  September  24, 2000  increased  $2.6 million from $28.4 million to
$31.0 million due primarily to increased  promotion activity associated with the
Company's revenue growth.


                                      -9-
<PAGE>


         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
were 6.0% and 6.2% of the Company's revenues for the nine months ended September
24, 2000 and September 30, 1999,  respectively.  Depreciation  and  amortization
expenses decreased $850,000, or 3.9%, to $21.1 million for the nine months ended
September  24,  2000.  On a  pro  forma  basis,  depreciation  and  amortization
decreased $526,000, or 2.5%, to $20.2 million.

         OTHER  EXPENSES.  Other  expenses  accounted for 12.6% of the Company's
revenues for the nine months ended  September 24, 2000, as compared to 12.4% for
the nine months ended  September 30, 1999. On a pro forma basis,  other expenses
increased  $1.5  million,  or 4.0%, to $39.5 million due in part to increases in
expenses associated with the Company's internet operations.

         OPERATING INCOME. Operating income increased $1.2 million, or 1.3%, for
the nine months ended  September 24, 2000 to $96.4 million from $95.2 million in
1999.  Pro forma  operating  income  increased  $4.1 million,  or 4.7%, to $90.6
million.

         NET  INTEREST  AND  OTHER  EXPENSE.  Net  interest  and  other  expense
decreased  $1.3  million  from the first nine  months of 1999 as compared to the
first nine  months of 2000,  principally  due to interest  income  earned on the
proceeds from the sale of St. Louis.

         PROVISION FOR INCOME TAXES. The provision for income taxes increased by
$45.0 million from  September  30, 1999 to September 24, 2000,  primarily due to
$52.7 million income taxes provided for the sale of St. Louis  partially  offset
by an approximately  $8.0 million  reduction of income taxes due to the reversal
of certain accruals which were determined to no longer be required.

         EQUITY INTEREST.  As previously  reported,  in late August of 1999, the
Company purchased an equity interest in AdOne, LLC ("AdOne"),  an internet based
classified  advertising  service.  The loss on equity  interest of $1.1  million
recorded for the first nine months of 2000  represents  the  Company's  pro rata
share of AdOne's  net loss for the period and  compares  to $67,000 in the prior
year.

         OTHER  INFORMATION.  Tangible  net  income  for the nine  months  ended
September 24, 2000 was $43.8  million,  or $.96 per share,  as compared to $41.8
million or $.89 per share for the nine months ended September 30, 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, 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 $12.4 million to $56.2 million for the first nine months of 2000.

         CASH FLOWS FROM  INVESTING  ACTIVITIES.  Net cash provided by investing
activities  was $155.3  million for the nine month  period ended  September  24,
2000. Proceeds from the sale of St. Louis were approximately $171.8 million.

During  1999,  the  Company  began the  initial  phases of its new  Philadelphia
printing  facility.  As of  September  24, 2000,  approximately  $9.7 million of
expenditures were made in connection with the facility.  The Company anticipates
spending  approximately  $18.0  million  in  connection  with  the  Philadelphia
printing facility in 2000. The total cost of the project is currently  estimated
to be approximately  $35.4 million and is expected to be completed in the fourth
quarter of 2001. The Company expects to fund this construction 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 $14.0 million in place for
2000.  The Company  believes its capital  expenditure  program is  sufficient to
maintain and improve its current level and quality of operations.

         CASH  FLOWS  FROM  FINANCING  ACTIVITIES.  Net cash  used in  financing
activities  was $213.4  million in the first nine months of 2000, as compared to
$39.9  million for the first nine months of 1999  primarily due to the reduction


                                      -10-
<PAGE>


in debt from the use of the proceeds of the sale of St. Louis. The 2000 activity
reflects the use of  approximately  $201.0  million for the  repayment of senior
debt and  $12.5  million  in  connection  with the  Company's  stock  repurchase
program.

On October 24,  2000 the Company  announced  the  completion  of the sale of its
Alton,  Illinois  newspaper,  THE  TELEGRAPH,  to Freedom  Communications,  Inc.
Proceeds  from the sale will be used to reduce  debt and for  general  corporate
purposes.

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 commenced 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
September  24,  2000,  and  $619.0  million on  December  26,  1999.  These SWAP
agreements  reduce by $75.0  million  each year on  January  31st 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. For the nine
months ended  September  24, 2000,  the  Company's  weighted  average  effective
interest rate on its outstanding debt balance was approximately  7.1%. This 7.1%
takes into account the effect of interest rate  protection  agreements in effect
during the period.

As of September 24, 2000,  the Company had  outstanding  indebtedness  under the
Credit  Agreement,  due and  payable in  installments  through  2006,  of $529.9
million,  of which $36.4  million was  outstanding  under the  revolving  credit
facility.  There were  $363.6  million of unused and  available  funds under the
revolving credit facility at September 24, 2000.


                                      -11-


<PAGE>


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  allow 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 to 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 September 24, 2000, the Company had in effect SWAP  agreements for a
notional amount of $325 million.  The fair market value of the SWAP at September
24, 2000,  had the SWAP been marked to market,  would have resulted in a gain of
approximately  $4.0  million.  Assuming a 10%  increase or reduction in interest
rates for the nine months ended  September 24, 2000, the effect on the Company's
pre-tax earnings and cash flows would be approximately $2.1 million.

SUBSEQUENT EVENTS

     On October 24, 2000 the Company announced the completion of the sale of its
Alton, Illinois newspaper,  THE TELEGRAPH, to Freedom  Communications,  Inc. The
Company  expects  to record a gain on the sale.  Proceeds  from the sale will be
used to  reduce  debt  and for  general  corporate  purposes.  The  terms of the
transaction have not been disclosed.

                           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.



                                      -12-
<PAGE>


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

           (a) Exhibits

                  27       Financial Data Schedule.

           (b) Reports on Form 8-K.

                  A report on Form 8-K was filed by the  Company  on August  25,
2000,  reporting  the pro forma  impact of the sale of St.  Louis on  previously
issued financial statements.

                  A report on Form 8-K was filed by the Company on July 20, 2000
reporting  an agreement  to sell the  Suburban  Newspapers  of Greater St. Louis
(including The Ladue News) to Pulitzer, Inc.


                                    SIGNATURE

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

Date: November 7, 2000             JOURNAL REGISTER COMPANY


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



                                  -13-

<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION

27                         Financial Data Schedule






                                      -14-

<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION

27                         Financial Data Schedule






                                      -14-