<PAGE>



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

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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1999

                                       OR

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

                 For the transition period from ______ to ______

                         Commission File Number: 1-12955



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


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

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

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

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

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

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest  practicable  date:  common stock, $.01 par value
per share,  46,524,128 shares  outstanding  (exclusive of treasury shares) as of
November 15, 1999.

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


<PAGE>

                            JOURNAL REGISTER COMPANY

                               INDEX TO FORM 10-Q


<TABLE>
<CAPTION>

PART I.             FINANCIAL INFORMATION

                                                                                                           PAGE NO.

<S>                <C>                                                                                     <C>

         Item 1.    Financial Statements:

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

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

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

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

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

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

PART II.            OTHER INFORMATION

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

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

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

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

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

         Item 6.    Exhibits and Reports on Form 8-K.....................................................     12

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


</TABLE>


<PAGE>

                                           PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                                             JOURNAL REGISTER COMPANY
                                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                        (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                         September 30    December 31,
                                                                                            1999            1998
                                                                                        -------------   --------------
<S>                                                                                     <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                             $     6,163     $     8,542
  Accounts receivable, less allowance for doubtful accounts of $ 5,595 at
    September 30, 1999 and $4,632 at December 31, 1998                                       61,695          58,244
  Inventories                                                                                 9,334           8,440
  Deferred income taxes                                                                       2,852           2,522
  Other current assets                                                                        6,884           4,130
                                                                                        -------------   --------------
Total current assets                                                                         86,928          81,878


Property, plant and equipment:                                                              244,137         230,160

     Less accumulated depreciation                                                         (140,480)       (130,182)
                                                                                        -------------   --------------
                                                                                            103,657          99,978
Intangible and other assets, net of accumulated amortization of $39,311 at
   September 30, 1999 and $28,297 at December 31, 1998                                      497,289         490,013
                                                                                        --------------  --------------

Total assets                                                                              $ 687,874       $ 671,869
                                                                                        =============   ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities:
  Current maturities of long-term debt                                                  $    13,000     $       ---
  Accounts payable                                                                           12,768          12,107
  Income taxes payable                                                                          276             829
  Accrued interest                                                                            7,432           6,374
  Other accrued expenses and current liabilities                                             33,045          30,814
                                                                                        -------------   --------------
Total current liabilities                                                                    66,521          50,124

Senior debt, less current maturities                                                        736,000         765,000
Deferred income taxes                                                                        17,403          14,029
Accrued retiree benefits and other liabilities                                               16,054          17,078
Income taxes payable                                                                         67,804          50,951

Commitments and contingencies

Stockholders' deficit:

  Common stock, $.01 par value per share, 300,000,000 shares authorized,
      48,437,581 issued and outstanding at September 30, 1999 and
      December 31, 1998                                                                         484             484
  Additional paid-in capital                                                                358,245         358,236
  Accumulated deficit                                                                      (550,514)       (583,821)
                                                                                        -------------   --------------
  Total                                                                                    (191,785)       (225,101)

  Less treasury stock, 1,897,253 shares at cost                                             (23,911)
                                                                                                                ---
  Accumulated other comprehensive loss, net of tax of $153                                     (212)           (212)
                                                                                        -------------   --------------
Net stockholders' deficit                                                                  (215,908)       (225,313)
                                                                                                        --------------
                                                                                        =============
Total liabilities and stockholders' deficit                                              $  687,874       $ 671,869
                                                                                        =============   ==============
</TABLE>

                             SEE ACCOMPANYING NOTES.


                                       -1-
<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 30,                       September 30,
                                                       1999              1998            1999               1998
                                                 ----------------   -------------   -------------     ----------------
<S>                                                   <C>              <C>             <C>                 <C>
Revenues:
   Advertising                                        $ 88,656         $ 83,349        $258,879           $ 222,369
   Circulation                                          24,616           24,063          73,244              64,780
                                                  ---------------    -------------   -------------     ---------------
Newspaper revenues                                     113,272          107,412         332,123             287,149
Commercial printing and other                            6,273            6,634          18,490              18,439
                                                  ---------------    -------------   -------------     ---------------
                                                       119,545          114,046         350,613             305,588

Operating expenses:
   Salaries and employee benefits                       40,515           37,097         119,204              99,917
   Newsprint, ink and printing charges                  12,122           14,477          37,197              39,068
   Selling, general and administrative                  12,098           12,807          33,554              29,386
   Depreciation and amortization                         7,399            6,776          21,908              16,800
   Other                                                14,902           15,082          43,510              38,569
                                                  ---------------    -------------   -------------     ---------------
                                                        87,036           86,239         255,373             223,740

Operating income                                        32,509           27,807          95,240              81,848

Net interest and other expense                         (13,264)         (14,100)        (39,501)            (31,315)
                                                  ---------------    -------------   -------------     ---------------

Income before provision for income taxes,
equity interest and extraordinary item                  19,245           13,707          55,739              50,533

Provision for income taxes                               7,663            5,597          22,365              19,254
                                                  ---------------    -------------   -------------     ---------------
Income before equity interest and
extraordinary item                                      11,582            8,110          33,374              31,279

Equity interest                                            (67)             ---             (67)                ---
                                                  ---------------    -------------   -------------     ---------------

Income before extraordinary item                        11,515            8,110          33,307              31,279

Extraordinary item, net of tax                             ---            4,495             ---               4,495
                                                  ---------------    -------------   -------------     ---------------

Net income                                            $ 11,515          $ 3,615        $ 33,307            $ 26,784
                                                  ===============    =============   =============     ===============


Net income per common share (basic  and
diluted):

   Income before extraordinary item                   $ .25             $  .17         $    .71            $ .65

   Net Income                                         $ .25             $  .07         $    .71            $ .55

Weighted average shares outstanding:
   Basic                                              46,536            48,438         46,942              48,438
   Diluted                                            46,775            48,563         47,057              48,668


</TABLE>



                             SEE ACCOMPANYING NOTES.


                                       -2-

<PAGE>



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

<TABLE>
<CAPTION>


                                                                                    Nine months ended
                                                                                      September 30,
                                                                        --------------------------------------
                                                                            1999                    1998
                                                                        -------------            -----------



<S>                                                                          <C>                    <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                  $ 33,307               $  26,784
 Adjustments to reconcile net income to net cash provided by operating
 activities:
  Provision for losses on accounts receivable                                   3,189                   3,094
  Depreciation and amortization                                                21,908                  16,800

  Extraordinary loss on extinguishment of deferred debt costs                     ---                   7,250
  Other, net                                                                    8,653                   4,155
                                                                        --------------         ---------------
Net cash provided by operating activities                                      67,057                  58,083

CASH FLOWS FROM INVESTING ACTIVITIES:
Net additions to property, plant and equipment                                (14,866)                 (6,672)
Purchase of newspaper properties and equity investment                        (14,668)               (340,954)
                                                                        --------------         ---------------

Net cash used in investing activities                                         (29,534)               (347,626)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior facilities                                       ---                 808,000
Repayments of senior debt                                                     (16,000)               (516,774)
Purchase of treasury shares                                                   (23,989)                    ---
Proceeds from exercise of stock options                                            87                     ---
                                                                        --------------         ---------------
Net cash (used in) provided by  financing activities                          (39,902)                291,226
                                                                        --------------         ---------------

(Decrease)/increase  in cash and cash equivalents                              (2,379)                  1,683
Cash and cash equivalents, beginning of period                                  8,542                   8,183
                                                                        --------------         ---------------
Cash and cash equivalents, end of period                                     $  6,163                $  9,866
                                                                        ==============         ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
    Interest                                                                  $38,415                 $29,054
    Income taxes                                                                3,021                   2,049

</TABLE>


                             SEE ACCOMPANYING NOTES.

                                       -3-
<PAGE>



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


1.       ORGANIZATION AND BASIS OF PRESENTATION

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

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

         The condensed consolidated interim financial statements included herein
have been prepared by the Company,  without audit,  in accordance with generally
accepted   accounting   principles  ("GAAP")  and  pursuant  to  the  rules  and
regulations   of  the  Securities   and  Exchange   Commission.   The  condensed
consolidated interim financial statements do not include all the information and
footnote disclosure required by GAAP for complete financial  statements.  In the
opinion  of the  Company's  management,  the  accompanying  unaudited  condensed
consolidated  financial statements contain all material adjustments  (consisting
only of normal  recurring  accruals)  necessary to present  fairly its financial
position as of  September  30, 1999 and December 31, 1998 and the results of its
operations  and cash flows for the periods  ended  September  30, 1999 and 1998.
These financial  statements  should be read in conjunction with the December 31,
1998 audited  Consolidated  Financial  Statements and Notes thereto. The interim
operating  results are not necessarily  indicative of the results to be expected
for an entire year.

2.       EARNINGS PER COMMON SHARE

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

<TABLE>
<CAPTION>


                                                                 Three months ended                 Nine months ended
                                                                    September 30,                     September 30,
                                                                1999             1998             1999            1998
                                                            -------------    -------------    -------------    ------------


<S>                                                           <C>              <C>              <C>              <C>
  Weighted-average shares outstanding - basic                 46,535,909       48,437,500       46,941,752       48,437,500
  Effect of dilutive securities:
     Employee stock options                                      239,196          125,409          115,660          229,876
                                                            -------------    -------------    -------------    -------------
  Adjusted weighted-average shares
  outstanding - diluted                                       46,775,105       48,562,909       47,057,412       48,667,376
                                                            =============    =============    =============    =============
</TABLE>


         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, but were not included in the  computation of the diluted EPS
because the options' exercise price was greater than the average market price of
the common shares.

3.       COMMON STOCK

         On January 11, 1999,  the  Company's  Board of  Directors  authorized a
share  repurchase  program of up to two million  shares of the Company's  common
stock.  On April 8,  1999,  the  Company's  Board of  Directors  authorized  the
repurchase of an additional one million shares.  Shares under the program are to
be  repurchased  at  management's  discretion,  either in the open  market or in
privately  negotiated  transactions.  At  September  30,  1999,  the Company had
repurchased  1,903,500  shares at a total  cost of  approximately  $24  million.
Subsequent to September  30, 1999,  the Company  repurchased  16,200 shares at a
total cost of approximately $211,000.


                                       -4-

<PAGE>


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


4.       ACQUISITIONS

         On June 7, 1999, the Company acquired certain assets and liabilities of
THE FARMINGTON VALLEY POST in Avon,  Connecticut,  a suburban monthly newspaper.
On July 13, 1999, the Company  acquired certain  assets and  liabilities of TOWN
TALK  SOUTHERN,  TOWN TALK  EASTERN and the DELAWARE  COUNTY  JOURNAL in Ridley,
Pennsylvania.  On August 12,  1999,  the Company  acquired the stock of Hometown
News, Inc., in West Warwick, Rhode Island, comprising  a daily, weekly and three
non-daily  publications.  On September  1, 1999,  the Company  acquired  certain
assets and  liabilities of CONNECTICUT  MAGAZINE,  in Trumbull,  Connecticut,  a
monthly  publication.  The Company applied the purchase method of accounting for
these transactions. Accordingly, the total acquisition cost was allocated to the
tangible assets and liabilities based on their relative  estimated fair value on
the  effective  dates of the  acquisition  of  approximately  $1.2  million  and
$800,000,  respectively.  Intangible assets of approximately  $14.3 million were
recorded for the excess of the purchase price over the value of identifiable net
assets and are being amortized according to the Company's policy.

5.       SEGMENTS

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

6.       RECLASSIFICATIONS

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


                                       -5-

<PAGE>




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


GENERAL

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

         As of  September  30,  1999,  the Company  owned and  operated 25 daily
newspapers  and 194  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 September 30, 1999,  the Company had total
paid daily circulation of approximately 640,000 and total non-daily distribution
of  approximately  4.0  million.  In  addition,  the  Company  has 26 Web sites,
featuring all of the Company's daily and weekly newspapers.

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

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

         The third  quarter  and nine-month  period  ended  September  30,  1999
include  the results of the  following  acquisitions:  the Goodson  Acquisition,
completed July 15, 1998;  Taconic Media,  Dutchess  County,  New York,  acquired
September 21, 1998; The Saratogian,  Saratoga Springs,  New York, acquired March
9, 1998; The Farmington  Valley Post, Avon  Connecticut,  acquired June 7, 1999;
Towntalk Newspaper,  Ridley,  Pennsylvania,  acquired July 13, 1999; Kent County
Daily  Times,  West  Warwick,  Rhode  Island,   acquired  August  12,  1999; and
Connecticut  Magazine,  Trumbull,  Connecticut,  acquired  September 1, 1999. In
addition,  during the third quarter,  the Company  purchased a 7.14% interest in
AdOne, LLC, a provider of classified advertising on the Internet.


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

         REVENUES.  In the three  months  ended  September  30,  1999,  revenues
increased $5.5 million,  or 4.8%, to $119.5 million.  Newspaper  revenues in the
third quarter increased $5.9 million, or 5.5%, to $113.3 million, lead by growth
in advertising  revenues.  On a pro forma basis,  including the  acquisitions as
though they were owned as of the beginning of the prior year period, advertising
revenue increased  approximately 3.0%.  Circulation revenues increased $553,000,
or 2.3%, as compared to the  prior-year  period.  Commercial  printing and other
represented  5.2% of the  Company's  revenues in the third  quarter of 1999,  as
compared  to 5.8% in the third  quarter of 1998.  On-line  revenue,  included in
advertising revenue,  increased 71% from the prior-year quarter to approximately
$900,000.

         SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefit expenses
were 33.9% of the Company's revenues in the third quarter of 1999 as compared to
32.5% in the third  quarter of 1998.  Salaries and employee  benefits  increased
$3.4 million, or 9.2%, in the third quarter of 1999 to $40.5 million,  primarily
due to  acquisitions  and  increased  pension  expense.  Excluding the effect of
acquisitions, salaries and benefits increased 3.5%.

         NEWSPRINT,  INK AND  PRINTING  CHARGES.  In the third  quarter of 1999,
newsprint,  ink and printing  charges were 10.1% of the Company's  revenues,  as
compared  to 12.7% in the third  quarter of 1998.  Newsprint,  ink and  printing
charges in the three months ended  September  30, 1999  decreased  approximately
$2.4 million as compared to the prior year period.  During the third  quarter of

                                       -6-
<PAGE>

1999,  newsprint prices  continued to decline,  resulting in a price decrease of
approximately 19% from the prior year period.  The decrease in newsprint expense
attributable to cost savings has been offset by volume increases  related to the
Company's acquisitions.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses were 10.1% and 11.2% of the Company's  revenues for the
third   quarter  of  1999  and  1998,   respectively.   Selling,   general   and
administrative  expenses for the third quarter of 1999  decreased  $709,000,  or
5.5%, to $12.1 million.  The 1998 third quarter includes special charges of $3.2
million.  Excluding the effect of the 1998 special charges, selling, general and
administrative expenses increased $2.5 million due to the Company's acquisitions
and promotion costs associated with the company's revenue generating activities.

         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
were 6.2% of the Company's  revenues in the third quarter of 1999 as compared to
5.9% in the third quarter of 1998. Depreciation and amortization expenses in the
third  quarter of 1999  increased  $623,000,  or 9.2%,  to $7.4  million  due to
increased amortization resulting from the Company's acquisitions.

         OTHER  EXPENSES.  Other  expenses  accounted for 12.5% and 13.2% of the
Company's  revenues in the third quarter of 1999 and 1998,  respectively.  Other
expenses decreased  $180,000,  or 1.2%, to $14.9 million in the third quarter of
1999.  Other expenses in the third quarter of 1998 included  special  charges of
$630,000.  Excluding  the  effect of the 1998  special  charge,  other  expenses
increased $450,000 due to acquisitions.

         OPERATING  INCOME.  Operating income increased $4.7 million,  or 16.9%,
for the  third  quarter  of 1999 as  compared  to the  third  quarter  of  1998.
Excluding  the effects of the special  charges  noted  above,  operating  income
increased  $928,000, or 2.9%,  due to the  growth in the  Company's  advertising
revenue,  continued newsprint cost savings and the effect of acquisitions during
the third quarter of 1999.

         INTEREST AND OTHER  EXPENSE.  Interest  and other  expense in the third
quarter  of  1999  as  compared  to  the  third   quarter  of  1998    decreased
approximately  $836,000  due to a decrease  in  interest  expense as a result of
lower average outstanding debt and a decrease in average borrowing rates.

          PROVISION FOR INCOME TAXES. The Company reported an effective tax rate
of 39.8%  for the  third  quarter  of 1999 as  compared  to 40.8%  for the third
quarter of 1998. The decrease in the effective tax rate for the third quarter of
1999 as  compared  to the third  quarter  of 1998 is  primarily  a result of the
Company's  inclusion of the Toodson  Acquisition  for all 1999 as opposed to the
tax accounting  adjustments required in the initial recording of the acquisition
in the third quarter of 1998.

         NET INCOME. Net income was $11.5 million,  or $.25 per share, basic and
diluted,  for the third quarter of 1999 as compared to $3.6 million, or $.07 per
share, basic and diluted, for the third quarter of 1998. Excluding the effect of
the 1998 special  charges and  extraordinary  item,  net income  increased  $1.1
million, or 10.1%.

         OTHER  INFORMATION.  EBITDA1  for the third  quarter  of 1999 was $39.9
million.  Tangible net income1 per share, on a diluted basis, increased 14.8% to
$.31 in the third  quarter  of 1999 as  compared  to $.27 per share in the third
quarter of 1998, as adjusted for the special charges noted above.

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

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

                                       -7-
<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

         REVENUES.  In the  nine  months  ended  September  30,  1999,  revenues
increased  $45.0  million,  or  14.7%,  to  $350.6  million,  primarily  due  to
acquisitions.  Newspaper  revenues in the nine months ended  September  30, 1999
increased  $45.0  million,  or 15.7%,  to  $332.1  million,  principally  due to
increased advertising revenue as a result of acquisitions.  Advertising revenues
increased  $36.5  million, or 16.4%, from the prior year period and  circulation
revenues  increased  approximately  $8.5  million,  or 13.1%,  primarily  due to
acquisitions.  Commercial  printing and other  represented 5.3% of the Company's
revenues in the nine months ended  September 30, 1999 as compared to 6.0% in the
nine months ended September 30, 1998.

         SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefit expenses
were 34.0% of the  Company's  revenues for the nine months ended  September  30,
1999 as compared to 32.7% for the nine months ended September 30, 1998. Salaries
and employee benefits increased $19.3 million,  or 19.3%, during the nine months
ended  September 30, 1999 to $119.2 million,  primarily due to acquisitions  and
increased pension expense.

         NEWSPRINT, INK AND PRINTING CHARGES. In the nine months ended September
30,  1999,  newsprint,  ink and  printing  charges  were 10.6% of the  Company's
revenues   as compared to 12.8% in the nine months  ended  September  30,  1998.
Newsprint,  ink and printing charges in the nine months ended September 30, 1999
decreased  approximately  $1.9  million,  or 4.8%, as compared to the prior year
period.  During the nine months  ended  September  30,  1999,  newsprint  prices
declined approximately 12% from the prior year period. The decrease in newsprint
expense attributable to cost savings has been offset by volume increases related
to the Company's acquisitions.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses were 9.6% of the Company's  revenue for both nine month
periods ended September 30, 1999 and 1998.  Selling,  general and administrative
expenses for the nine months ended September 30, 1999 increased $4.2 million, or
14.2%, to $33.6 million. The 1998 third quarter includes special charges of $3.2
million.  Excluding the effect of the 1998 special charges, selling, general and
administrative  expenses  for the nine month  period  increased $7.3 million, or
28.0%, due to the Company's acquisitions and promotion costs associated with the
Company's revenue generating activities.

         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
were 6.2% of the Company's  revenues in the nine months ended September 30, 1999
as compared to 5.5% in the nine months ended  September  30, 1998.  Depreciation
and amortization  expenses in the nine months ended September 30, 1999 increased
$5.1 million, or 30.4%, to $21.9 million due to increased amortization resulting
from the Company's acquisitions.

         OTHER EXPENSES.  Other expenses  accounted for approximately  12.4% and
12.6% of the Company's  revenues in the nine months ended September 30, 1999 and
1998,  respectively.  Other expenses increased $4.9 million,  or 12.8%, to $43.5
million  in  the  nine  months  ended  September  30,  1999,  primarily  due  to
acquisitions  and increased  circulation  promotion and  distribution  expenses.
Other expenses in the third quarter of 1998 included special charges of $630,000
noted above. Excluding the effect of the 1998 special charge, other expenses for
the  nine-month  period  increased  $5.6  million  from the prior  year  period,
primarily due to acquisitions and increased promotion expense.

         OPERATING INCOME.  Operating income increased $13.4 million,  or 16.4%,
for the nine  months  ended  September  30,  1999 as compared to the nine months
ended  September 30, 1998.  Excluding  the effects of the special  charges noted
above,  operating  income for the nine month  period increased  $9.6 million, or
11.2%,  due to  the  growth  in the  Company's  advertising  revenue,  continued
newsprint cost savings and the effect of  acquisitions  during the third quarter
of 1999.

         INTEREST  AND  OTHER  EXPENSE.  Interest  and other  expense  increased
primarily due to an increase in interest  expense of $8.0 million,  or 25.4%, in
the nine months  ended  September  30, 1999 as compared to the nine months ended
September  30, 1998, as a result of increased  borrowing in connection  with the
Company's  acquisitions including the Goodson Acquisition completed in the third
quarter of 1998, offset in part by a decrease in average borrowing rates.

         PROVISION FOR INCOME TAXES.  The Company reported an effective tax rate
of 40.1% for the nine months ended  September  30, 1999 as compared to 38.1% for
the nine months ended September 30, 1998. The increase in the effective tax rate
for the nine months  ended  September  30, 1999 is  primarily  the result of the
Company's 1998 acquisitions,  particularly the Goodson Acquisition  completed in
the third quarter of 1998.

                                       -8-
<PAGE>


         NET INCOME. Net income was $33.3 million,  or $.71 per share, basic and
diluted,  for the nine  months  ended  September  30,  1999 as compared to $26.8
million, or $.55  per  share,  basic  and  diluted,  for the nine  months  ended
September  30,  1998.  Excluding  the  effect of the 1998  special  charges  and
extraordinary  item, net income decreased $320,000 due to the dilutive effect of
increased  interest and intangible  amortization  expense in connection with the
Goodson Acquisition.

         OTHER INFORMATION.  EBITDA for the nine months ended September 30, 1999
was $117.1  million.  An increase of $14.7  million  from the prior year period.
Tangible net income per share, as adjusted for the special charges, on a diluted
basis,  increased  12.1% to $.89 for the nine months ended September 30, 1999 as
compared to $.79 per share in the nine months ended September 30, 1998.

         LIQUIDITY AND CAPITAL RESOURCES

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

         CASH FLOWS FROM OPERATIONS.  Net cash provided by operating  activities
in the first nine  months of 1999  increased  $9.0  million to $67.1  million as
compared  to the first  nine  months of 1998.  Net cash  provided  by  operating
activities in 1999 primarily  resulted from net income before non-cash  expenses
(i.e., depreciation and amortization), of $55.2 million.

         CASH  FLOWS  FROM  INVESTING  ACTIVITIES.  Net cash  used in  investing
activities decreased $317.9 million to $29.5 million in the first nine months of
1999 due primarily to the Goodson Acquisition  completed in the third quarter of
1998. In 1999, the Company's capital expenditures increased by $8.2 million. The
Company has a capital  expenditure  program  (excluding future  acquisitions) of
approximately  $17.0  million  in place for 1999,  which  includes  spending  on
technology,  including  prepress and  business  systems,  computer  hardware and
software, other machinery and equipment, plants and property, vehicles and other
assets.  The Company believes its capital  expenditure  program is sufficient to
maintain its current level and quality of  operations.  The Company  reviews its
capital  expenditure  program  periodically  and modifies it as required to meet
current  needs.  The  Company  expects  to  continue  to fund the  1999  capital
expenditure  program  from  operating  cash flow.  The success of the  Company's
operations  in  Philadelphia   and  surrounding   areas  has   necessitated  the
construction  of a centralized  production  facility,  scheduled to begin in the
first quarter of 2000.  Costs for this  facility are  currently  estimated to be
approximately  $35.0 million.  In addition to the Company's capital  expenditure
program noted above,  approximately $4.0 - $5.0 million will be expended in 1999
in connection with the Philadelphia  facility.  The Company expects to fund this
construction project with cash flows from operations and borrowings.

         CASH  FLOWS  FROM  FINANCING  ACTIVITIES.  Net cash  used in  financing
activities was $39.9 million in the first nine months of 1999 as compared to net
cash provided by financing activities of $291.2 million in the first nine months
of 1998.  The cash provided in 1998  includes  borrowed  funds of  approximately
$808.0  million used to finance the  Company's  acquisitions.  The 1999 activity
reflects the use of funds of approximately  $24.0 million in connection with the
Company's  stock  repurchase  program and  approximately  $16.0  million for the
repayment of senior debt.

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

         In connection with the  requirements of the Company's  credit facility,
the Company is required to maintain  interest rate  protection  agreements for a
certain  percentage of its outstanding debt, based upon the Total Leverage Ratio
(as  defined in the  credit  agreement).  On  January  29,  1999,  certain  SWAP
agreements entered into during 1998 became effective.  The agreements exchange a
floating  LIBOR  rate  plus the  applicable  margin  for a fixed  LIBOR  rate of
approximately 5.85% plus the applicable margin on $400.0 million of debt, in the

                                       -9-

<PAGE>

aggregate.   The  $400.0  million   interest  rate  protection   agreements  are
specifically  attributable  to certain  LIBOR loans (as defined in the Company's
credit agreement), reduce by $75.0 million per year and expire in October 2002.

         As of September  30,  1999,  the Company had  outstanding  indebtedness
under the credit  facility,  due and payable in  installments  through  2006, of
$749.0  million,  of which $249.0  million was  outstanding  under the revolving
credit  facility.  There was $151.0 million of unused and available  funds under
the revolving credit facility at September 30, 1999.

YEAR 2000

         In 1996,  the  Company  began the initial  planning of a  comprehensive
initiative  to address  the Year 2000 issue.  The Company  organized a Year 2000
oversight team led by the Company's  senior  information  technology  officer to
develop a  strategy  of  evaluation,  implementation,  testing  and  contingency
planning to address the Company's Year 2000  readiness.  The  evaluation  phase,
which began in  September  1996 and was  completed  by December  1996,  involved
performing  a complete,  company-wide  inventory  to identify  all  internal and
external, general purpose and production hardware and software systems, commonly
referred to as information technology ("IT") systems, that required modification
to become  Year 2000  compliant.  In  conjunction  with the  Company's  internal
assessment, the Company communicated with key third parties, namely suppliers of
production equipment as well as financial  institutions to determine their state
of Year 2000  readiness,  implementation  of Year  2000  compliant  systems  and
related  contingency  plans.  The Company has received a  substantial  number of
responses and is now focusing on non-replies from key third parties.  During the
third quarter,  the Company  formalized its contingency  plan. The Plan involves
utilizing the Company's  various  production  and system  resources  within each
operating  cluster  to  provide  alternative  support  in the  event of a system
failure  at  one or  more  of its  properties.  The  Company  will  continue  to
correspond with critical vendors and modify the Company's  contingency  plans as
necessary.

         In January  of 1997,  the  Company  began the  implementation  phase of
replacing or modifying system hardware and software as required. The Company has
now completed the  installation and testing of such hardware and software at its
operating properties.

         In  accordance  with  GAAP,  the  Company's  direct  Year  2000  costs,
including  modifying  computer  software  or  converting  to new  programs,  are
expensed  as  incurred.  Additionally,  a  majority  of the  hardware  costs for
replacement  systems will be  capitalized  as  ordinarily  accounted  for in the
normal  course  of  business.   These  system  replacements  represent  upgrades
consistent  with  the  Company's  goal  to  maintain  and  improve   operational
efficiencies.  The Company has capitalized approximately $6.0 million during the
nine-month  period ended September 30, 1999 related to new hardware and software
in connection  with its Year 2000  compliance  plan.

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

RECENT EVENTS

         On November 9, 1999, the Board of Directors approved a change effective
December  27,  1999 in the  Company's  fiscal  year from a  calendar  year to an
industry  standard  52/53  week  fiscal  year  ending on the  Sunday  nearest to
December 31.  Accordingly,  the Company's  1999 fiscal year end will be December
26, 1999.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

         Management's Discussion and Analysis of Financial Condition and Results
of  Operations  and other  sections  of this Form 10-Q  include  forward-looking
statements,  which  may be  identified  by  use of  terms  such  as  "believes,"
"anticipates,"  "plans," "will," "likely,"  "continues," "intends" or "expects."

                                       -10-

<PAGE>


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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to market risk  arising from changes in interest
rates associated with its long-term debt  obligations.  The Company's  long-term
debt is at  variable  interest  rates  based on certain  interest  rate  spreads
applied to LIBOR,  the Prime  Rate or Federal  Funds Rate each as defined in the
credit agreement.  To manage its exposure to fluctuations in interest rates, the
Company, as required by its credit agreement,  enters into certain interest rate
protection  agreements,  which  allows the  Company to  exchange  variable  rate
interest for fixed rate,  maturing at specific  intervals.  The difference to be
paid or received  as  interest  rates  change is accrued  and  recognized  as an
adjustment of interest  expense  related to the debt. The related amount payable
to or  receivable  from  counterparties  is  included in accrued  interest.  The
Company's use of these  agreements is limited to hedging  activities and not for
trading or speculative activity.

         At September 30, 1999, the Company had in effect SWAP  agreements for a
notional amount of $400 million. The fair market value of the SWAPs at September
30, 1999, had the SWAPs been marked to market,  would have resulted in a gain of
approximately  $1.9  million.  Assuming a 10%  increase or reduction in interest
rates for the nine months ended  September 30, 1999, the effect on the Company's
pre-tax earnings and cash flows would be approximately $1.8 million.


                                       -11-
<PAGE>




                           PART II. OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS

           None.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

           None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           None.

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

           None.

ITEM 5.    OTHER INFORMATION

           Stockholder  proposals submitted for inclusion in the Company's Proxy
Statement  to  be  issued  in  connection   with  its  2000  Annual  Meeting  of
Stockholders must be mailed to the Secretary,  Journal Register  Company,  State
Street Square, 50 West State Street, Trenton, New Jersey 08608-1298, and must be
received by the Secretary on or before  December 1, 1999. In accordance with the
advance  notice  provisions  contained  in the  Company's  Amended and  Restated
By-Laws filed as an exhibit to this report, stockholde prposals for presentation
at the Company's  2000 Annual  Meteing of  Stockholders  must be received by the
Secretary no sooner than January 19, 2000 and no later than February 18, 2000.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

                  3(ii)    Form of Amended and Restated By-Laws

                  27.1     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: November 15, 1999                       JOURNAL REGISTER COMPANY


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



                                       -13-

<PAGE>



                                  EXHIBIT INDEX


       EXHIBIT NO.                          DESCRIPTION

       3(ii)                                Form of Amended and Restated By-Laws

       27.1                                 Financial Data Schedule