<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 June 25, 2000

                                       OR

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

               For the transition period from ______ to ______

                         Commission file number: 1-12955



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


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

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

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


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

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

   Indicate the number of shares  outstanding of each of the issuer's classes of
common stock, as of the latest  practicable  date:  common stock, $.01 par value
per share,  45,198,535 shares  outstanding  (exclusive of treasury shares) as of
August 7, 2000.

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


<PAGE>


                            JOURNAL REGISTER COMPANY

                               INDEX TO FORM 10-Q



PART I.           FINANCIAL INFORMATION

                                                                        PAGE NO.

      Item 1. Financial Statements (Unaudited):

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

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

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

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

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

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



PART II.      OTHER INFORMATION

      Item 1. Legal Proceedings.........................................   11

      Item 2. Changes in Securities and Use of Proceeds.................   11

      Item 3. Defaults Upon Senior Securities...........................   11

      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..........................   12

      Signature.........................................................   13




                                       1

<PAGE>



                              PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


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


<TABLE>
<CAPTION>

                                                                     JUNE 25,   DECEMBER 26,
                                                                       2000        1999
                                                                    ----------  ------------
<S>                                                                 <C>          <C>
ASSETS
         Current assets:
           Cash and cash equivalents                                $   2,884    $   3,090
           Accounts receivable, less allowance for doubtful
             accounts of $6,555 at June 25, 2000 and
             $6,293 at December 26, 1999                               64,334       65,597
           Inventories                                                  9,383        9,899
           Deferred income taxes                                        2,808        2,721
           Other current assets                                         7,615        7,090
                                                                    ---------    ---------
         Total current assets                                          87,024       88,397

         Property, plant and equipment:                               250,450      246,836
              Less accumulated depreciation                          (148,127)    (141,860)
                                                                    ---------    ---------
                                                                      102,323      104,976
         Intangible and other assets, net of accumulated
           amortization of $50,048 at June 25, 2000 and
           $42,751 at December 26, 1999                               493,201      493,807
                                                                    ---------    ---------
         Total assets                                               $ 682,548    $ 687,180
                                                                    =========    =========

         LIABILITIES AND STOCKHOLDERS' DEFICIT
         Current liabilities:
           Current maturities of long-term debt                     $  26,000    $  19,500
           Accounts payable                                             9,396       14,617
           Income taxes payable                                           241          438
           Accrued interest                                             6,870        6,886
           Other accrued expenses and current liabilities              30,638       31,439
                                                                    ---------    ---------
         Total current liabilities                                     73,145       72,880

         Senior debt, less current maturities                         688,200      711,967
         Deferred income taxes                                         22,616       20,291
         Accrued retiree benefits and other liabilities                14,657       15,920
         Income taxes payable                                          80,971       73,505

         Commitments and contingencies

         Stockholders' deficit:

         Common stock, $.01 par value per share, 300,000,000
           shares authorized, 48,437,581 issued at June 25,
           2000 and December 26, 1999                                     484          484
          Additional paid-in capital                                  358,244      358,244
          Accumulated deficit                                        (513,399)    (536,156)
                                                                    ---------    ---------
           Total                                                     (154,671)    (177,428)

         Less treasury stock 3,242,953 and 2,362,953 shares,
           at cost on June 25, 2000 and December 26, 1999,
           respectively                                               (42,210)     (29,795)
         Accumulated other comprehensive loss, net of tax                (160)        (160)
                                                                    ---------    ---------
         Net stockholders' deficit                                   (197,041)    (207,383)
                                                                    ---------    ---------
         Total liabilities and stockholders' deficit                $ 682,548    $ 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              SIX MONTHS ENDED

                               JUNE 25, 2000   JUNE 30, 1999   JUNE 25, 2000   JUNE 30, 1999
                               -------------   -------------   -------------   -------------
<S>                              <C>             <C>             <C>             <C>
Revenues:
   Advertising                   $  94,127       $  90,653       $ 177,582       $ 170,223
   Circulation                      24,388          24,320          48,845          48,628
                                 ---------       ---------       ---------       ---------
Newspaper revenues                 118,515         114,973         226,427         218,851
Commercial printing and other        5,578           6,193          10,873          12,217
                                 ---------       ---------       ---------       ---------
                                   124,093         121,166         237,300         231,068

Operating expenses:
   Salaries and employee benefits   39,767          39,692          79,527          78,689
   Newsprint, ink and printing
     charges                        12,386          12,598          23,824          25,075
   Selling, general and
     administrative                 12,072          11,107          24,185          21,456
   Depreciation and amortization     7,081           7,277          14,166          14,509
   Other                            15,317          14,510          30,307          28,608
                                 ---------       ---------       ---------       ---------
                                    86,623          85,184         172,009         168,337

Operating income                    37,470          35,982          65,291          62,731

Net interest and other expense     (13,071)        (12,775)        (26,285)        (26,237)
                                 ---------       ---------       ---------       ---------

Income before provision for
  income taxes and equity
  interest                          24,399          23,207          39,006          36,494

Provision for income taxes           9,638           9,355          15,408          14,702
                                 ---------       ---------       ---------       ---------

Net income before equity
  interest                          14,761          13,852          23,598          21,792
Equity interest                       (476)            ---            (841)            ---
                                 ---------       ---------       ---------       ---------
Net income                       $  14,285       $  13,852       $  22,757       $  21,792
                                 =========       =========       =========       =========

Net income per common share
  (basic and diluted):                $.32           $ .30            $.50            $.46

Weighted average shares
  outstanding:
    Basic                           45,221          46,577          45,416          47,148
    Diluted                         45,250          46,715          45,431          47,179


</TABLE>

                             SEE ACCOMPANYING NOTES.


                                       3

<PAGE>


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


                                                          SIX  MONTHS ENDED
                                                       JUNE 25,         JUNE 30,
                                                         2000             1999
                                                      ---------        ---------

     CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                      $ 22,757         $ 21,792
      Adjustments to reconcile net income to
        net cash provided by operating activities:
       Provision for losses on accounts receivable       2,036            2,187
       Depreciation and amortization                    14,166           14,509
        Loss on equity investment                          841              ---
       Other, net                                       (6,625)           6,980
                                                      --------         --------
     Net cash provided by operating activities          33,175           45,468

     CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of newspaper properties                      ---             (249)
     Net additions to property, plant and equipment     (3,714)          (8,406)
     Net proceeds from sale of property, plant and
       equipment and other assets                           15              ---
                                                      --------         --------
     Net cash used in investing activities              (3,699)          (8,655)

     CASH FLOWS FROM FINANCING ACTIVITIES:

     Repayments of senior debt                         (17,267)         (16,575)
     Purchase of treasury shares                       (12,415)         (23,989)
                                                      --------         --------
     Net cash used in  financing activities            (29,682)         (40,564)
                                                      --------         --------

     Decrease in cash and cash equivalents                (206)          (3,751)
     Cash and cash equivalents, beginning of period      3,090            8,542
                                                      --------         --------
     Cash and cash equivalents, end of period         $  2,884         $  4,791
                                                      ========         ========

     SUPPLEMENTAL DISCLOSURES OF CASH FLOW
       INFORMATION:
     Cash paid during the year for:
       Interest                                       $ 26,792         $ 25,447
       Income taxes                                      5,901            1,881


                             SEE ACCOMPANYING NOTES.


                                       4


<PAGE>

                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 25, 2000


1.    ORGANIZATION AND BASIS OF PRESENTATION

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

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

      On November 9, 1999, the Company  elected to change its fiscal year from a
calendar  year end to a fiscal  year  ending on the Sunday  closest to  December
31st. Accordingly,  the Company's 1999 fiscal year and 2000 second quarter ended
on December 26, 1999 and June 25, 2000, respectively.

      The Company has authorized  1,000,000 shares of Preferred  Stock,  none of
which were issued or outstanding as of June 25, 2000.

      The condensed  consolidated  interim financial  statements included herein
have been prepared by the Company,  without audit,  in accordance with generally
accepted   accounting   principles  ("GAAP")  and  pursuant  to  the  rules  and
regulations   of  the  Securities   and  Exchange   Commission.   The  condensed
consolidated interim financial statements do not include all the information and
footnote disclosure required by GAAP for complete financial  statements.  In the
opinion  of the  Company's  management,  the  accompanying  unaudited  condensed
consolidated  financial statements contain all material adjustments  (consisting
only of normal  recurring  accruals)  necessary to present  fairly its financial
position  as of June 25,  2000 and  December  26,  1999 and the  results  of its
operations and cash flows for the periods ended June 25, 2000 and June 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:

                                     Three months ended     Six months ended
(in thousands)                       JUNE 25,   JUNE 30,   JUNE 25,   JUNE 30,
                                       2000       1999       2000       1999
                                     --------   --------   --------   --------

Weighted-average shares for
 basic earnings per share             45,221     46,577     45,416     47,148
Effect of dilutive securities:
  Employee stock options                  29        138         15         31
                                      ------     ------     ------     ------
Adjusted weighted-average
 shares for diluted
 earnings per share                   45,250     46,715     45,431     47,179
                                      ======     ======     ======     ======

      Options  to  purchase  3.4  million  shares of common  stock at a range of
$14.625 to $22.50 were outstanding  during the three and six month periods ended
June 25,  2000,  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 1.7 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, but were not included in the computation of diluted EPS.


                                       5

<PAGE>


                            JOURNAL REGISTER COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 25, 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 June 25,
2000,  the  Company  had   repurchased   880,000  shares  at  a  total  cost  of
approximately $12.4 million.





                                       6




<PAGE>

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

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

GENERAL

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

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

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

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

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

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

      On November 9, 1999, the Company  elected to change its fiscal year from a
calendar  year end to a fiscal  year  ending on the Sunday  closest to  December
31st. Accordingly,  the Company's 1999 fiscal year and 2000 second quarter ended
on December 26, 1999 and June 25, 2000, respectively.


THREE MONTHS ENDED JUNE 25, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999

      REVENUES.  For the quarter ended June 25, 2000,  revenues  increased  $2.9
million, or 2.4%, to $124.1 million.  Newspaper revenues increased $3.5 million,
or 3.1%,  to $118.5  million,  principally  due to  advertising  revenues  which
increased approximately $3.5 million, or 3.8%, to $94.1 million. The increase in
advertising  revenue  was led by growth in  classified  revenue of 3.6% from the
prior  year  period.  Commercial  printing  and  other  represented  4.5% of the
Company's  revenues  in the second  quarter of 2000,  as compared to 5.1% in the
second  quarter of 1999.  On-line  revenue,  included  in  advertising  revenue,
increased approximately 9.3% from the prior year period.

      SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit  expenses
were 32.0% of the  Company's  revenues for the second  quarter of 2000 and 32.8%
for the  second  quarter  of  1999.  Salaries  and  employee  benefits  remained


                                       7


<PAGE>

relatively  flat in the second  quarter of 2000,  increasing  $75,000 or 0.2% in
2000 to $39.8 million due to acquisitions.

      NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the  second  quarter  of 2000,
newsprint,  ink and printing  charges were 10.0% of the Company's  revenues,  as
compared to 10.4% in the second  quarter of 1999.  Newsprint,  ink and  printing
charges  decreased  $212,000,  or 1.7%,  for the  quarter  ended June 25,  2000,
primarily due to a decrease in newsprint used in our commercial operations.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses were 9.7% and 9.2% of the Company's revenues for the second quarters of
2000 and 1999,  respectively.  Selling,  general and administrative expenses for
the quarter ended June 25, 2000 increased  $965,000,  or 8.7%, to $12.1 million,
from the second quarter of 1999, due primarily to increased  promotion  activity
associated with the Company's revenue growth.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
5.7% and 6.0% of the Company's revenues in the second quarters of 2000 and 1999,
respectively.  Depreciation and amortization  expenses  decreased  $196,000,  or
2.7%, to $7.1 million for the quarter ended June 25, 2000.

      OTHER  EXPENSES.  Other  expenses  accounted  for  12.3% of the  Company's
revenues  for the second  quarter of 2000,  as  compared to 12.0% for the second
quarter of 1999. Other expenses  increased  $807,000,  or 5.6%, to $15.3 million
from $14.5  million due in part to  increases  in expenses  associated  with the
Company's internet operations.

      OPERATING  INCOME.  Operating income increased $1.5 million,  or 4.1%, for
the second  quarter of 2000 to $37.5  million from $36.0  million for the second
quarter of 1999, primarily due to the Company's growth in revenue.

      INTEREST EXPENSE.  Interest expense remained  relatively flat,  decreasing
$362,000 from second quarter 1999 to second quarter 2000. The Company's  average
senior debt outstanding  during the second quarter of 2000 was $723.2 million, a
decrease of $44.4 million as compared to the second  quarter of 1999. The effect
of reduced  outstanding  senior debt on interest expense was offset by increased
interest rates.

      PROVISION FOR INCOME TAXES.  The Company  reported  effective tax rates of
39.5% and 40.3% for  second  quarters  ended  June 25,  2000 and June 30,  1999,
respectively.

      EQUITY  INTEREST.  As  previously  reported,   during  1999,  the  Company
purchased an interest in AdOne,  LLC  ("AdOne"),  an internet  based  classified
advertising  service. The loss of $476,000 recorded during the second quarter of
2000 represents the Company's pro-rata share of AdOne's net loss for the period.

      NET INCOME.  Net income was $14.3  million,  or $.32 per share,  basic and
diluted,  for the second quarter of 2000, as compared to $13.9 million,  or $.30
per share, basic and diluted, for the second quarter of 1999.

      OTHER  INFORMATION.  EBITDA for the second  quarter of 2000 increased $1.3
million,  or 3.0%, to $44.6 million from $43.3 million in the second  quarter of
1999. Tangible net income at June 25, 2000 was $17.5 million, or $.39 per share,
as compared to $16.6 million or $.36 per share at June 30, 1999.

SIX MONTHS ENDED JUNE 25, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

      REVENUES.  For the six months ended June 25, 2000, revenues increased $6.2
million, or 2.7%, to $237.3 million.  Newspaper revenues increased $7.6 million,
or 3.5%,  to $226.4  million,  principally  due to  advertising  revenues  which
increased  approximately $7.4 million, or 4.3%, to $177.6 million.  The increase
in advertising  revenue was led by growth in classified revenue of 5.1% from the
prior  year  period.  Commercial  printing  and  other  represented  4.6% of the
Company's  revenues for the six months ended June 25, 2000,  as compared to 5.3%
for the six months ended June 30, 1999. On-line revenue, included in advertising
revenue, increased approximately 13.3% from the prior year period.

      SALARIES AND EMPLOYEE  BENEFITS.  Salaries and employee  benefit  expenses
were 33.5% of the Company's  revenues for the first six months of 2000 and 34.1%
for the first six  months of 1999.  Salaries  and  employee  benefits  increased
$838,000, or 1.1%, in 2000 to $79.5 million due to acquisitions.

      NEWSPRINT,  INK AND  PRINTING  CHARGES.  For the six months ended June 25,
2000, newsprint,  ink and printing charges were 10.0% of the Company's revenues,


                                       8

<PAGE>

as compared to 10.9% for the same period in 1999.  Newsprint,  ink and  printing
charges decreased $1.3 million, or 5.0%, for the six months ended June 25, 2000,
primarily  due to a  decrease  of  approximately  7% in  the  price  per  ton of
newsprint.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses were 10.2% and 9.3% of the Company's  revenues for the six months ended
June  25,  2000  and  June  30,  1999,   respectively.   Selling,   general  and
administrative  expenses for the six months ended June 25, 2000  increased  $2.7
million,  or 12.7%, to $24.2 million,  from the $21.5 million for the six months
ended June 30, 1999, due primarily to increased  promotion  activity  associated
with the Company's revenue growth.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
6.0% and 6.3% of the  Company's  revenues for the six months ended June 25, 2000
and  June  30,  1999,  respectively.   Depreciation  and  amortization  expenses
decreased  $343,000 or 2.4%,  to $14.2 million for the six months ended June 25,
2000.

      OTHER  EXPENSES.  Other  expenses  accounted  for  12.8% of the  Company's
revenues for the six months  ended June 25,  2000,  as compared to 12.4% for the
six months ended June 30, 1999.  Other expenses  increased $1.7 million or 5.9%,
to $30.3  million  from  $28.6  million  due in part to  increases  in  expenses
associated with the Company's internet operations.

      OPERATING INCOME. Operating income increased $2.6 million, or 4.1% for the
six months ended June 25, 2000 to $65.3  million from $62.7  million in 1999 due
to the Company's growth in revenue and newsprint cost savings.

      INTEREST EXPENSE.  Interest expense remained  relatively flat,  decreasing
$378,000,  or 1.4%,  from the first six months of 1999 as  compared to the first
six months of 2000, as a result of reduced  outstanding senior debt offset by an
increase in interest rates.

      PROVISION FOR INCOME TAXES.  The Company  reported  effective tax rates of
39.5%  and 40.3%  for the six  months  ended  June 25,  2000 and June 30,  1999,
respectively.

      EQUITY  INTEREST.  As  previously  reported,   during  1999,  the  Company
purchased an interest in AdOne,  LLC  ("AdOne"),  an internet  based  classified
advertising  service.  The loss of $841,000 recorded for the first six months of
2000 represents the Company's prorata share of AdOne's net loss for the period.

      NET INCOME.  Net income was $22.8  million,  or $.50 per share,  basic and
diluted,  for the six months ended June 25, 2000, as compared to $21.8  million,
or $.46 per share, basic and diluted, for the six months ended June 30, 1999.

      OTHER INFORMATION. EBITDA for the six months ended June 25, 2000 increased
approximately  $2.2 million or 2.9%,  to $79.5  million  from $77.2  million for
period  ended June 30,  1999.  Tangible net income for the six months ended June
25, 2000 was $29.1 million,  or $.64 per share,  as compared to $27.4 million or
$.58 per share for the six months ended June 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  $12.3 million to $33.2 million for the first six months of 2000.  Net
cash provided by operating  activities at June 25, 2000 primarily  resulted from
net income before non-cash expenses (i.e., depreciation and amortization).

      CASH  FLOWS  FROM  INVESTING  ACTIVITIES.   Net  cash  used  in  investing
activities decreased $5.0 million to $3.7 million at June 25, 2000. During 1999,
the Company began the initial phases for its new Philadelphia printing facility.
As of June 25, 2000,  approximately  $6.8 million of  expenditures  were made in
connection  with the  facility.  The  total  cost of the  project  is  currently
estimated to be  approximately  $35.0 million and is expected to be completed in
the second half of 2001. The Company expects to fund this  construction  project
with cash  flows from  operations  and  borrowings.  The  Company  has a capital


                                       9

<PAGE>

expenditure program (excluding future acquisitions and the Philadelphia printing
facility)  of  approximately  $14.0  million in place for 2000,  which  includes
spending on  technology,  including  prepress  and  business  systems,  computer
hardware and  software,  other  machinery  and  equipment,  plants and property,
vehicles and other assets.  The Company also expects to spend  approximately $18
million in  connection  with the  Philadelphia  printing  facility in 2000.  The
Company believes its capital  expenditure  program is sufficient to maintain its
current  level and  quality of  operations.  The  Company  reviews  its  capital
expenditure  program  periodically  and  modifies it as required to meet current
needs.

      CASH  FLOWS  FROM  FINANCING  ACTIVITIES.   Net  cash  used  in  financing
activities  was $29.7  million in the first six months of 2000,  as  compared to
$40.6 million for the first six months of 1999.  The 2000 activity  reflects the
use of  approximately  $17.3 million in connection  with the repayment of senior
debt and  $12.4  million  in  connection  with the  Company's  stock  repurchase
program.

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

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

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

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

      Interest  rate  protection  agreements  (IRPAs)  relating to the Company's
borrowings  included SWAP agreements with a notional  principal amount of $325.0
million on June 25, 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 six
months ended June 25, 2000, the Company's  weighted average  effective  interest
rate on its  outstanding  debt balance was  approximately  7.2%. This 7.2% takes
into account the effect of interest rate protection  agreements in effect during
the period.

      As of June 25, 2000, the Company had  outstanding  indebtedness  under the
Credit  Agreement,  due and  payable in  installments  through  2006,  of $714.2
million,  of which $214.2  million was  outstanding  under the revolving  credit
facility.  There was  $185.8  million of unused and  available  funds  under the
revolving credit facility at June 25, 2000.



                                       10



<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 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 25, 2000, the Company had in effect SWAP agreements for a notional
amount of $325 million.  The fair market value of the SWAP at June 25, 2000, had
the SWAP been marked to market,  would have resulted in a gain of  approximately
$7.0 million. Assuming a 10% increase or reduction in interest rates for the six
months ended June 25, 2000,  the effect on the  Company's  pre-tax  earnings and
cash flows would be approximately $1.4 million.


RECENT EVENTS

      On February 28, 2000,  the Company  announced  its intent to sell its Ohio
and St. Louis area newspapers. The Ohio properties include four daily newspapers
with a total daily  circulation  of  approximately  126,000.  The  Missouri  and
Illinois  properties  include the  Suburban  Newspapers  of Greater  St.  Louis,
representing  non-daily  distribution of  approximately  1.7 million and a daily
newspaper in Alton, Illinois, with daily circulation of approximately 28,000 and
Sunday  circulation of approximately  30,000.  For the six months ended June 25,
2000  the Ohio and St.  Louis  area  newspapers  generated  approximately  $66.3
million in revenue.


SUBSEQUENT EVENTS

      On June  26,  2000,  the  Company  announced  an  agreement  to sell the
Suburban  Newspapers  of Greater  St.  Louis,  including  the LADUE  NEWS,  to
Pulitzer Inc. of St. Louis for $165 million.

      On July 31, 2000, the Company  announced it had signed a letter of intent
to sell THE TELEGRAPH in Alton, Illinois to Freedom Communications, Inc.




                           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.



                                       11

<PAGE>


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

        The Company  held its Annual  Meeting of  Stockholders  on May 16, 2000.
Proposals  presented for a stockholder vote were (i) the election of two Class C
directors and (ii) the  ratification  of the appointment of Ernst & Young LLP as
independent auditors for the Company for the fiscal year 2000.

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

                                      VOTES FOR         VOTES WITHHELD

        Robert M. Jelenic             43,052,810            11,486

        John L. Vogelstein            43,052,861            11,435



        The  appointment  of  Ernst &  Young  LLP as the  Company's  independent
auditors for the fiscal year 2000 was approved with the following results:

            VOTES CAST FOR    VOTES CAST AGAINST            ABSTENTIONS

              43,061,970            2,326                        0



ITEM 5. OTHER INFORMATION.

        None.

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

        (a)  Exhibits

                 27    Financial Data Schedule

        (b)  Reports on Form 8-K

                 None.


                                       12

<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 8, 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