EXHIBIT 10.1(b)


                            JOURNAL REGISTER COMPANY
                   AMENDMENT OF THE 1997 STOCK INCENTIVE PLAN

The Journal Register Company 1997 Stock Incentive Plan (the "Plan") is hereby
amended, effective as of March 27, 2001, subject to the approval of the
Company's stockholders. Capitalized terms used and not defined herein shall have
the meaning assigned to them in the Plan.

          1.   The first two sentences of Section 3 of the Plan are amended to
               read in their entirety as follows: "The total number of shares of
               Common Stock reserved and available for grant under the Plan
               shall be 6,383,750, subject to the third paragraph of this
               Section 3. No participant may be granted Awards covering in
               excess of 700,000 shares of Common Stock in any fiscal year or in
               excess of 2,500,000 shares of Common Stock over the term of this
               Plan, in each case, subject to the third paragraph of this
               Section 3."

          2.   A new Section 15 is added to the Plan, reading in its entirety as
               follows:

SECTION 15.  CHANGE IN CONTROL.

               (a)  IMPACT OF EVENT. Notwithstanding any other provision of the
                    Plan to the contrary, other than Sections 15(c) and (d), in
                    the event of a Change in Control:

                         (i) any Stock Options and Stock Appreciation Rights
                    outstanding as of the date of such Change in Control, and
                    which are not then exercisable and vested, shall become
                    fully exercisable and vested (unless the award to the
                    specific individual provides otherwise);

                         (ii) if the holder of a Stock Option or Stock
                    Appreciation Right incurs a Termination of Employment for
                    any reason other than for Cause within one year after the
                    Change in Control, such Stock Option or Stock Appreciation
                    Right shall remain exercisable for not less than the lesser
                    of one year or the balance of its term;

                         (iii) the restrictions and deferral limitations
                    applicable to any Restricted Stock shall lapse, and such
                    Restricted Stock shall become free of all restrictions and
                    become fully vested and transferable to the full extent of
                    the original grant; and

                         (iv) the Committee may also make additional adjustments
                    and/or settlements of outstanding Awards as it deems
                    appropriate and consistent with the Plan's purposes.

               (b)  DEFINITION OF CHANGE IN CONTROL. A "Change in Control" shall
                    mean the happening of any of the following events:

                         (i) the acquisition by any individual, entity or group
                    (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act")) (a "Person"), other than Warburg, Pincus, of
                    beneficial ownership (within the meaning of Rule 13d-3
                    promulgated under the Exchange Act) of 20% or more of either
                    (A) the then-outstanding shares of common stock of the
                    Company (the "Outstanding Company Common Stock") or (B) the
                    combined voting power of the then-outstanding voting
                    securities of the Company entitled to vote generally in the
                    election of directors (the "Outstanding Company Voting
                    Securities"); PROVIDED, HOWEVER, that, for purposes of this
                    paragraph (i), the following acquisitions shall not
                    constitute a Change of Control: (1) any acquisition directly
                    from the Company, (2) any acquisition by the Company, (3)
                    any acquisition by any employee benefit plan (or related
                    trust) sponsored or maintained by the Company or any
                    Affiliated Company or (4) any acquisition by any corporation
                    pursuant to a transaction which complies with clauses (1),
                    (2) and (3) of subsection (iii) of this Section 15(b); or

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                         (ii) individuals who, as of March 27, 2001, constitute
                    the Board (the "Incumbent Board") cease for any reason to
                    constitute at least a majority of the Board; PROVIDED,
                    HOWEVER, that any individual becoming a director subsequent
                    to March 27, 2001 whose election, or nomination for election
                    by the Company's stockholders, was approved by a vote of at
                    least a majority of the directors then comprising the
                    Incumbent Board shall be considered as though such
                    individual were a member of the Incumbent Board; but
                    excluding, for this purpose, any such individual whose
                    initial assumption of office occurs as a result of either an
                    actual or threatened election contest with respect to the
                    election or removal of directors or other actual or
                    threatened solicitation of proxies or consents by or on
                    behalf of a Person other than the Board; or

                         (iii) consummation of a reorganization, merger,
                    statutory share exchange or consolidation or similar
                    corporate transaction involving the Company or any of its
                    subsidiaries, a sale or other disposition of all or
                    substantially all of the assets of the Company, or the
                    acquisition of assets or stock of another entity by the
                    Company or any of its subsidiaries (each, a "Business
                    Combination"), in each case unless, following such Business
                    Combination, (A) all or substantially all of the individuals
                    and entities that were the beneficial owners of the
                    Outstanding Company Common Stock and the Outstanding Company
                    Voting Securities immediately prior to such Business
                    Combination beneficially own, directly or indirectly, more
                    than 60% of the then-outstanding shares of common stock and
                    the combined voting power of the then-outstanding voting
                    securities entitled to vote generally in the election of
                    directors, as the case may be, of the corporation resulting
                    from such Business Combination (including, without
                    limitation, a corporation that, as a result of such
                    transaction, owns the Company or all or substantially all of
                    the Company's assets either directly or through one or more
                    subsidiaries) in substantially the same proportions as their
                    ownership immediately prior to such Business Combination of
                    the Outstanding Company Common Stock and the Outstanding
                    Company Voting Securities, as the case may be, (B) no Person
                    (excluding Warburg, Pincus, any corporation resulting from
                    such Business Combination or any employee benefit plan (or
                    related trust) of the Company or such corporation resulting
                    from such Business Combination) beneficially owns, directly
                    or indirectly, 20% or more of, respectively, the
                    then-outstanding shares of common stock of the corporation
                    resulting from such Business Combination or the combined
                    voting power of the then-outstanding voting securities of
                    such corporation, except to the extent that such ownership
                    existed prior to the Business Combination, and (C) at least
                    a majority of the members of the board of directors of the
                    corporation resulting from such Business Combination were
                    members of the Incumbent Board at the time of the execution
                    of the initial agreement or of the action of the Board
                    providing for such Business Combination; or

               (iv) the approval by the stockholders of the Company of a
                    complete liquidation or dissolution of the Company.

          (c)  The foregoing provisions of Section 15 shall not apply to an
               Award if and to the extent so provided by the Committee at
               the time of grant and, in such case, specified in such grant
               agreement.

     3.   The amendment made by the foregoing paragraph 2 of this Amendment
          shall be applicable to Awards granted before the effective date hereof
          as well as Awards granted on or after such date, without the necessity
          of further action by the Company or the holders thereof.

     4.   The Plan is in all other respects ratified and confirmed without
          amendment.