================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ---------
                                   FORM 10-K
                 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
          SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                   (Mark One)
            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 28, 2003
                                       OR
          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        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             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
                              50 WEST STATE STREET
                         TRENTON, NEW JERSEY 08608-1298
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

       Registrant's telephone number, including area code: (609) 396-2200

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                        NAME OF EACH EXCHANGE
     TITLE OF EACH CLASS                                 ON WHICH REGISTERED
     -------------------                                ---------------------

Common Stock, par value $0.01 per share                New York Stock Exchange


        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

     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. [X] Yes [ ] No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [X] Yes [ ] No

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of June 29, 2003 was $714,009,239.

     As of March 4, 2004,  41,897,028  shares of the registrant's  Common Stock,
par value $0.01 per share, were outstanding (excluding treasury shares).

     DOCUMENTS INCORPORATED BY REFERENCE. The information called for by Part III
is incorporated by reference to the definitive Proxy Statement for the Company's
2004 Annual Meeting of Stockholders,  which will be filed on or before April 26,
2004.


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<PAGE>


                         CAUTIONARY STATEMENT REGARDING
                           FORWARD-LOOKING STATEMENTS


     STATEMENTS  IN  THIS  ANNUAL  REPORT  ON FORM  10-K  THAT  ARE  NOT  PURELY
HISTORICAL ARE  FORWARD-LOOKING  STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE  SECURITIES  ACT OF 1933 AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF
1934,  INCLUDING  STATEMENTS  REGARDING  THE  COMPANY'S   EXPECTATIONS,   HOPES,
INTENTIONS  OR  STRATEGIES  REGARDING  THE  FUTURE.  FORWARD-LOOKING  STATEMENTS
INCLUDE STATEMENTS  REGARDING THE PLANS AND OBJECTIVES OF THE COMPANY FOR FUTURE
OPERATIONS AND TRENDS AFFECTING THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.   IN  ADDITION,   THE  WORDS  "ANTICIPATES,"   "PROJECTS,"  "PLANS,"
"INTENDS,"  "ESTIMATES,"  "EXPECTS,"  "MAY,"  "BELIEVES"  AND SIMILAR  WORDS ARE
INTENDED TO  IDENTIFY  THESE  FORWARD-LOOKING  STATEMENTS.  ALL  FORWARD-LOOKING
STATEMENTS IN THIS REPORT ARE BASED ON INFORMATION  AVAILABLE TO THE COMPANY (AS
HEREINAFTER DEFINED) AS OF THE DATE THIS REPORT IS FILED WITH THE SECURITIES AND
EXCHANGE  COMMISSION,  AND THE COMPANY  ASSUMES NO OBLIGATION TO UPDATE ANY SUCH
FORWARD-LOOKING  STATEMENTS,  EXCEPT AS  REQUIRED  BY LAW.  ALL  FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE EXPRESSED OR IMPLIED BY SUCH  FORWARD-LOOKING  STATEMENTS AS A RESULT
OF CERTAIN  FACTORS  INCLUDING,  BUT NOT  LIMITED  TO, THE  UNAVAILABILITY  OR A
MATERIAL  INCREASE  IN THE PRICE OF  NEWSPRINT,  THE  SUCCESS  OF THE  COMPANY'S
ACQUISITION STRATEGY,  DISPOSITIONS,  THE ABILITY OF THE COMPANY TO ACHIEVE COST
REDUCTIONS  AND  INTEGRATE  ACQUISITIONS,   COMPETITIVE  PRESSURES,  GENERAL  OR
REGIONAL  ECONOMIC  CONDITIONS,  ADVERTISING  TRENDS AND  MATERIAL  INCREASES IN
INTEREST  RATES,  AMONG OTHER  THINGS.  THESE AND OTHER FACTORS ARE DISCUSSED IN
MORE  DETAIL  BELOW  UNDER  "ITEM 7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CERTAIN FACTORS WHICH MAY AFFECT
THE  COMPANY'S  FUTURE  PERFORMANCE."  SUCH  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.

                                     PART I

ITEM 1.  BUSINESS.

GENERAL

     Journal  Register  Company  (the  "Company")  is a leading  U.S.  newspaper
publisher  that  owns  and  operates  23  daily  newspapers  and  237  non-daily
publications  (including a January 2004 acquisition)  strategically clustered in
six geographic areas:  Greater  Philadelphia,  Connecticut,  Greater  Cleveland,
Central New England,  and the  Capital-Saratoga  and  Mid-Hudson  regions of New
York. The Company's total paid daily  circulation is  approximately  534,000 and
total  non-daily  distribution  is  approximately  3.7  million.  The  Company's
newspapers  are  characterized  by their  intense focus on the coverage of local
news and local  sports,  their  compelling  graphic  design and their  colorful,
reader-friendly  packages.  The  Company  is also  committed  to  expanding  its
business through its Internet  initiatives,  and currently operates 152 Websites
that  are  affiliated  with  the  Company's   daily   newspapers  and  non-daily
publications.

     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. The Company's objective is to grow its revenues, EBITDA,
free cash flow and net income.

     The Company is a leader in the newspaper industry in executing a clustering
strategy.  The Company believes that its clustering strategy creates significant
synergies  and cost savings  within each  cluster,  including  cross-selling  of
advertising,   centralized   news  gathering  and   consolidation  of  printing,
production  and back office  activities.  The  Company  also  believes  that its
clustering  strategy  enables  it to improve  print  quality  and  distribution,
introduce  new  products and  services in a  cost-effective  manner and increase
readership. In addition,  clustering enables the Company's advertisers to expand
their reach and target their message both geographically and demographically.

     From  September  1993  through  January  2004,  the  Company   successfully
completed 27 acquisitions and two dispositions.

     The majority of the Company's daily newspapers have been published for more
than 100 years and are  established  franchises  with strong  identities  in the
communities  they serve.  For example, the NEW HAVEN  REGISTER,


                                       1
<PAGE>


the Company's largest newspaper based on daily circulation, has roots in the New
Haven,  Connecticut area dating back to 1755. In many cases, the Company's daily
newspapers are the only general circulation daily newspapers  published in their
respective communities.  The Company's non-daily publications serve well-defined
suburban areas.

     The  Company  manages its  newspapers  to best serve the needs of its local
readers and advertisers.  The editorial content of its newspapers is tailored to
the specific  interests of each community served and includes  coverage of local
youth, high school,  college and professional sports, as well as local business,
politics,  entertainment and culture. The Company maintains high product quality
standards and uses extensive process color and compelling graphic design to more
fully  engage  existing  readers  and to  attract  new  readers.  The  Company's
newspapers typically are produced using advanced prepress pagination technology,
and are printed on efficient, high-speed presses.

     The Company's revenues are derived from advertising (73.6 percent of fiscal
year  2003  revenues),  paid  circulation  (22.2  percent  of  fiscal  year 2003
revenues),  including single copy sales and  subscription  sales, and commercial
printing and other  activities (4.2 percent of fiscal year 2003  revenues).  The
Company's  advertiser base is predominantly local. The Company's newspapers seek
to produce desirable results for local advertisers by targeting readers based on
certain  geographic  and  demographic  characteristics.  The  Company  seeks  to
increase  readership,  and  thereby  generate  traffic for its  advertisers,  by
focusing on high product quality, compelling and often proprietary local content
and creative and interactive promotions.  The Company promotes single copy sales
of its  newspapers  because  it  believes  that  such  sales  have  even  higher
readership than subscription sales, and that single copy readers tend to be more
active consumers of goods and services,  as indicated by a Newspaper Association
of America ("NAA") study.  Single copy sales also tend to generate higher profit
margins than subscription  sales, as single copy sales generally have higher per
unit prices and lower  distribution  costs.  Subscription  sales,  which provide
readers with the convenience of home delivery, are an important component of the
Company's   circulation  base.  The  Company  also  publishes  numerous  special
sections, as well as niche and special interest publications.  Such publications
tend to increase  readership within targeted  demographic  groups and geographic
areas. The Company's  management  believes that as a result of these strategies,
its newspapers represent an attractive and cost-effective medium for its readers
and advertisers.

     The Company's  advertising  revenues in 2003 were derived  primarily from a
broad  group  of local  retailers  (approximately  55  percent)  and  classified
advertisers  (approximately 40 percent). No single advertiser accounted for more
than one percent of the Company's total fiscal year 2003 revenues. The Company's
management  believes that its advertising  revenues tend to be relatively stable
because its newspapers  rely primarily on a broad base of local retail and local
classified  advertising,  rather than the generally  more volatile  national and
major account  advertising that accounts for only  approximately five percent of
the Company's advertising revenues.

     Substantially   all  of  the  Company's   operations  relate  to  newspaper
publishing. In addition to its daily newspapers and non-daily publications,  the
Company currently owns three commercial  printing operations that complement and
enhance its publishing operations.

OVERVIEW OF OPERATIONS

     The Company's operations are clustered in six geographic areas:

     GREATER PHILADELPHIA.  The suburban Philadelphia area is one of the fastest
growing and most affluent areas in  Pennsylvania.  Since 1990, the population of
the areas covered by the Company's  Greater  Philadelphia  Cluster has increased
approximately   nine  percent,   and  average  household  income  has  increased
approximately 58 percent.

     The Company  owns seven daily  newspapers  and 114  non-daily  publications
serving  areas  surrounding   Philadelphia.   These  publications   include:  in
Pennsylvania,  the DELAWARE  COUNTY DAILY AND SUNDAY TIMES  (Primos);  the DAILY
LOCAL  NEWS  (West  Chester);   THE  MERCURY   (Pottstown);   THE  TIMES  HERALD
(Norristown);  THE REPORTER (Lansdale);  THE PHOENIX (Phoenixville);  Montgomery
Newspapers,  a group of 25 non-daily  publications;  News Gleaner  Publications,
which includes eight weekly  publications  serving  Northeast  Philadelphia  and
seven  monthly  publications  serving  Montgomery  County,   Pennsylvania;   the
InterCounty  Newspaper Group, a group of 18 weekly  newspapers  serving suburban
Philadelphia and central and southern New Jersey; Chesapeake Publishing, a group
of 15 non-daily  publications;  Town Talk Newspapers  (Media),  a group of seven
non-daily publications;  Acme Newspapers,  a group of four non-daily newspapers,
including the MAIN LINE TIMES,  serving  Philadelphia's  affluent


                                       2
<PAGE>


Main Line; the NEWS OF DELAWARE COUNTY, one of the largest community  newspapers
in the United States audited by the Audit Bureau of  Circulations  ("ABC");  and
the Penny Pincher Shopper  publications  (Pottstown).  Also, in New Jersey,  the
Company owns THE TRENTONIAN  (Trenton,  NJ), a daily  newspaper  operation.  The
Company also owns two  commercial  printing  companies in  Pennsylvania,  one of
which prints more than 60 of the Company's non-daily publications in addition to
printing for other non-affiliated  customers, and the other is a premium quality
sheet-fed printing operation.

     The seven Greater  Philadelphia  Cluster daily  newspapers  have  aggregate
daily and aggregate  Sunday  circulation of  approximately  185,000 and 170,000,
respectively.  The Company's aggregate  non-daily  distribution in the Company's
Greater Philadelphia Cluster is approximately 1.2 million.

     In 2003,  the  Company  launched  HUNTERDON  COUNTY  TOWN & COUNTRY  LIVING
Magazine,  a quarterly  publication with  distribution of  approximately  20,000
serving affluent and fast-growing  Hunterdon County,  New Jersey, as part of the
Company's Town and Country Magazine division.

     In 2002,  the Company  launched  the  Lansdale  edition of THE SUNDAY TIMES
HERALD,  adding  circulation  of  approximately  15,000 on Sunday in  Montgomery
County. This edition provides advertisers with a local Sunday newspaper to reach
the  desirable   Lansdale  market.   The  Company  also  added  to  its  Greater
Philadelphia Cluster with the completion of two strategic  acquisitions in 2002,
acquiring the News Gleaner publications and the County Press publications.


                                       3
<PAGE>


     The  following  table  sets  forth  information   regarding  the  Company's
publications in Greater Philadelphia:

<TABLE>
<CAPTION>

                                  YEAR          YEAR          PRINCIPAL           DAILY         SUNDAY        NON-DAILY
PUBLICATION                   ORIGINATED(1)   ACQUIRED        LOCATION        CIRCULATION(2) CIRCULATION(2)  DISTRIBUTION(3)
----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>        <C>                 <C>              <C>             <C>

DELAWARE COUNTY DAILY AND
 SUNDAY TIMES.............        1876          1998       Primos, PA            47,867         44,092
DAILY LOCAL NEWS..........        1872          1986       West Chester, PA      26,662         30,152
THE MERCURY...............        1930          1998       Pottstown, PA         24,203         26,502
THE TIMES HERALD..........        1799          1993       Norristown, PA        17,666         15,408
THE REPORTER..............        1870          2001       Lansdale, PA          18,195         16,815
THE PHOENIX...............        1888          1986       Phoenixville, PA       3,675
THE TRENTONIAN............        1945          1985       Trenton, NJ           46,284         36,573
Montgomery Newspapers
  25 publications.........        1872          2001       Ft. Washington, PA                                      274,326
News Gleaner Publications
  15 publications.........        1882          2002       Philadelphia, PA                                        170,889
InterCounty Newspaper
    Group
  18 publications.........        1869          1997       Newtown, PA                                              76,007
Chesapeake Publishing
   15 publications........        1869          2001       Kennett Sq., PA                                          85,256
Town Talk Newspapers
   7 publications.........        1964          1998       Ridley, PA                                               85,000
Acme Newspapers
   4 publications.........        1930          1998       Ardmore, PA                                              56,617
Penny Pincher Shoppers
   7 publications.........        1988          1998       Pottstown, PA                                            58,500
Suburban Publications
   3 publications.........        1885          1986       Wayne, PA                                                32,045
County Press Publications
   6 publications.........        1931          2002       Newtown Sq., PA                                          21,794
LIL' BOOK.................        2001          2001(4)    Trenton, NJ                                              45,000
REAL ESTATE TODAY.........        1978          1998       Pottstown, PA                                            36,000
TRI-COUNTY RECORD.........        1975          1986       Morgantown, PA                                           40,200
THE HOMES MAGAZINE........        1988          1988(4)    West Chester, PA                                         18,000
CHESTER COUNTY KIDS.......        2001          2001(4)    West Chester, PA                                         18,000
THE VILLAGE NEWS..........        1980          1986       Downingtown, PA                                          18,000
TOWNSHIP VOICE............        1991          1991       Phoenixville, PA                                         15,000
THE TIMES RECORD..........        1980          1986       Kennett Sq., PA                                           9,000
BLUE BELL JOURNAL.........        1999          1999(4)    Blue Bell, PA                                             5,225
Total Market Coverage
("TMC") (5 publications)..                                                                                         103,500
---------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                           184,552         169,542          1,168,359
===========================================================================================================================
</TABLE>

(1)  For merged  newspapers  and newspaper  groups,  the year given reflects the
     date of origination for the earliest publication.

(2)  Circulation  averages are  according to the most  recently  released  Audit
     Bureau of Circulation ("ABC") Audit Reports.

(3)  Non-daily distribution includes both paid and free distribution. Non-daily
     distribution reflects averages according to the most recently released ABC
     or Certified Audit of Circulations ("CAC") audit reports or the average
     distribution for December 2003.

(4)  Represents the year the Company started the publication.

     The majority of the Company's Pennsylvania  publications are located within
a 30-mile radius of  Philadelphia.  The Company's  newspapers  serve  geographic
areas with highly desirable  demographics.  The DELAWARE COUNTY DAILY AND SUNDAY
TIMES serves an area that has a population of 584,488.  The population  remained
stable from 1980 to 2003.  The DELAWARE  COUNTY DAILY AND SUNDAY  TIMES'  market
area has  average  household  income of $76,095,  which is 20 percent  above the
national average.  The DAILY LOCAL NEWS serves an area which has a population of
434,773 and had population growth of approximately 47 percent from 1980 to 2003.
The  DAILY  LOCAL  NEWS  serves  an area that has  average  household  income of
$89,872,  which is 42 percent above the national average.  THE MERCURY,  located
west of  Philadelphia,  serves an area that has a population  of 479,638 and had
population  growth of  approximately  30 percent from 1980 to 2003. The area THE
MERCURY  serves has average  household  income of  $73,777,  which is 17 percent
above  the  national  average.  THE  TIMES  HERALD  serves  an area  that  has a
population of 188,342 and had population growth of approximately 18


                                       4
<PAGE>


percent from 1980 to 2003. THE TIMES HERALD'S market area has average  household
income of $79,920,  which is 26 percent above the national average. THE REPORTER
serves an area that has a  population  of 408,912 and had  population  growth of
approximately  23 percent from 1990 to 2003. THE  REPORTER'S  market area has an
average  household  income of $86,725,  which is 37 percent  above the  national
average.  THE PHOENIX  serves an area that has a  population  of 134,666 and had
population  growth of  approximately 47 percent from 1980 to 2003. THE PHOENIX'S
market area has average  household income of $93,765,  which is 48 percent above
the  national   average.   The  Company's  weekly   newspaper  group,   Suburban
Publications, which is located on the Main Line in suburban Philadelphia, serves
an  area  that  has a  population  of  341,993  and  had  population  growth  of
approximately  26 percent from 1980 to 2003.  The market area served by Suburban
Publications has average household income of $110,814, which is 75 percent above
the national  average.  The MAIN LINE TIMES,  the flagship of the Company's Acme
Newspapers  group,  serves  an area that has a  population  of  402,374  and had
population growth of approximately four percent from 1980 to 2003. The MAIN LINE
TIMES'  market  area has  average  household  income of  $136,387,  which is 116
percent above the national average.  The majority of the Company's  Pennsylvania
properties are located within 20 miles of the area's largest retail complex, the
King of Prussia  Mall,  which is the largest mall in the United  States based on
retail square footage.

     THE TRENTONIAN is published in Trenton, the capital of New Jersey, which is
located 35 miles north of Philadelphia  and 65 miles south of New York City. THE
TRENTONIAN  serves an area that has a population  of 298,352 and had  population
growth of  approximately  12 percent  from 1980 to 2003.  This area has  average
household income of $72,869, which is 15 percent above the national average.

     As a result of the synergies in the Company's Greater Philadelphia Cluster,
the Company has been able to cross-sell  advertising into multiple publications.
The nature of the cluster also allows for the implementation of significant cost
savings  programs.   For  example,  in  December  2001,  the  Company  commenced
operations at its new production facility,  Journal Register Offset,  located in
Exton,  Pennsylvania.  This plant produces five of the Company's seven dailies -
the DAILY LOCAL NEWS,  THE  MERCURY,  THE TIMES  HERALD,  THE  REPORTER  and THE
PHOENIX - and 38 of the Company's 114  non-daily  publications  in the Company's
Greater Philadelphia  Cluster. The new facility produces  award-winning  product
quality  and  generated  approximately  $1.5  million  and $1.1  million of cash
operating  expense  savings  in fiscal  years  2003 and 2002,  respectively.  In
addition,  the Company's  publications in its Greater Philadelphia Cluster share
several news gathering resources.

     CONNECTICUT.  In Connecticut,  the Company owns the NEW HAVEN  REGISTER,  a
small  metropolitan daily newspaper with daily circulation of nearly 100,000 and
Sunday circulation of over 100,000, four suburban daily newspapers,  74 suburban
non-daily  publications and one commercial printing company.  The suburban daily
newspapers in the Connecticut Cluster are THE HERALD (New Britain),  THE BRISTOL
PRESS,  THE REGISTER  CITIZEN  (Torrington)  and THE MIDDLETOWN  PRESS. The five
daily  newspapers have aggregate daily and Sunday  circulation of  approximately
142,000 and 140,000,  respectively. The 74 non-daily publications have aggregate
distribution   of   approximately   1.7  million.   Included  in  the  non-daily
publications is CONNECTICUT  MAGAZINE,  the state's premier  lifestyle  magazine
that was acquired in September 1999. The Company's  Connecticut daily newspapers
and non-daily  publications  serve a statewide  audience with  concentrations in
western  Connecticut  (Litchfield  and  Fairfield  counties) to Hartford and its
suburban  areas,  to the  Greater  New Haven  area,  as well as the  Connecticut
shoreline from New Haven northeast to New London.

     In 2003, the Company  launched  PASSPORT,  a quarterly  regional  lifestyle
magazine serving the fast-growing and affluent areas of Litchfield and Fairfield
counties in  Connecticut,  Dutchess and Columbia  counties in New York,  and the
Berkshire   Mountains   region  of   Massachusetts.   PASSPORT  had  an  initial
distribution  of 25,000 and was launched by the  Litchfield  County Times Group,
which is based in New Milford, Connecticut.


                                       5
<PAGE>


     The  following  table  sets  forth  information   regarding  the  Company's
publications in Connecticut:

<TABLE>
<CAPTION>


                                       YEAR          YEAR       PRINCIPAL        DAILY           SUNDAY        NON-DAILY
PUBLICATION                        ORIGINATED(1)   ACQUIRED     LOCATION      CIRCULATION(2)   CIRCULATION(2)  DISTRIBUTION(3)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>        <C>            <C>              <C>          <C>
NEW HAVEN REGISTER...............     1755           1989       New Haven          95,902       100,053
THE HERALD.......................     1881           1995       New Britain        15,486        31,388
THE BRISTOL PRESS................     1871           1994       Bristol            12,091
THE REGISTER CITIZEN.............     1889           1993       Torrington          9,709         8,972
THE MIDDLETOWN PRESS.............     1884           1995       Middletown          9,056
Shore Line Newspapers
    10 publications................   1877           1995       Guilford                                        82,841
Litchfield County Times Group
    4 publications...............     1981           2001       New Milford                                     96,259
Housatonic Publications
    8 publications...............     1825           1998       New Milford                                     53,490
Imprint Newspapers
   12 publications................    1880           1995       Bristol                                         93,442
Elm City Newspapers
    6 publications...............     1931           1995       Milford                                         47,150
Minuteman Newspapers
    2 publications...............     1993           1998       Westport                                        35,283
CONNECTICUT COUNTY KIDS
    2 publications...............     1989           1996       Westport                                        40,735
FOOTHILLS TRADER
    3 publications...............     1965           1995       Torrington                                      49,672
CONNECTICUT MAGAZINE
    3 publications...............     1938           1999       Trumbull                                       715,777
Gamer Publications
    3 publications...............     1981           1995       Bristol                                         61,000
MAIN STREET NEWS
    3 publications...............     1989           2002       Essex                                           24,286
EAST HARTFORD GAZETTE............     1885           1995       East Hartford                                   19,258
HOMEFINDER.......................     1976           1995       New Britain                                     15,220
THOMASTON EXPRESS................     1874           1994       Thomaston                                        1,581
TMC (14 publications)............                                                                              397,280
-----------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                            142,244        140,413      1,733,274
=============================================================================================================================
</TABLE>

(1)  For merged  newspapers  and newspaper  groups,  the year given reflects the
     date of origination for the earliest publication.

(2)  Circulation averages are according to the most recently released ABC Audit
     Reports.

(3)  Non-daily distribution includes both paid and free distribution.  Non-daily
     distribution  reflects averages according to the most recently released ABC
     or CAC audit reports or average  distribution  for December 2003,  with the
     following exception: two of CONNECTICUT MAGAZINE's publications,  which are
     published annually,  the CONNECTICUT  VACATION GUIDE and CONNECTICUT BRIDE,
     reflect annual distribution of 600,000 and 30,000, respectively.


     The Company's  Connecticut  publications  serve communities with attractive
demographics. The NEW HAVEN REGISTER is the Company's largest newspaper based on
daily  circulation  and is the second  largest  daily  circulation  newspaper in
Connecticut.  The NEW HAVEN REGISTER serves a primary circulation area comprised
of the majority of New Haven County and portions of Fairfield, Middlesex and New
London counties.  This area (including the portions of Fairfield  County,  which
are also served by related  non-daily  publications) has a population of 812,340
and had population  growth of  approximately  17 percent from 1980 to 2003. This
area has  average  household  income of $75,969,  which is 20 percent  above the
national  average,  and a retail  environment  comprised of approximately  7,300
stores. The NEW HAVEN REGISTER'S primary circulation area is home to a number of
large and well-established institutions,  including Yale University and Yale-New
Haven  Hospital.  As a result of its proximity to the large media markets of New
York  City,  Boston  and  Hartford,  New  Haven  has only two  locally  licensed
television stations (which serve a statewide, rather than a local audience). The
radio  market  in New  Haven is also  fragmented.  Consequently,  the  Company's
management  believes that the NEW HAVEN  REGISTER is a very powerful  local news
and advertising franchise for the Greater New Haven area.

     THE HERALD,  THE BRISTOL PRESS and THE  MIDDLETOWN  PRESS serve  contiguous
areas between New Haven and Hartford.  THE BRISTOL PRESS serves an area that has
a population of 340,501 and had population growth of approximately  nine percent
from 1980 to 2003. THE BRISTOL PRESS' market area has average  household  income
of


                                       6
<PAGE>
$81,783,  which is 29 percent above the national  average.  THE MIDDLETOWN PRESS
serves an area that has a  population  of 107,360 and had  population  growth of
approximately  26 percent from 1980 to 2003.  The area served by THE  MIDDLETOWN
PRESS has average  household  income of $75,151,  which is 19 percent  above the
national  average.  THE HERALD  serves an area that has a population of 108,861,
and had population  growth of approximately  five percent from 1980 to 2003. THE
HERALD'S  market area has average  household  income of  $55,348.  THE  REGISTER
CITIZEN  serves an area that has a  population  of  255,826  and had  population
growth of  approximately  17 percent from 1980 to 2003.  THE REGISTER  CITIZEN'S
market area has average  household  income of $81,588  which is 29 percent above
the national average.

     The  Company's  Connecticut  publications  benefit  from  cross-selling  of
advertising,  as well as from editorial,  production and back office  synergies.
For  example,  the NEW  HAVEN  REGISTER  gathers  statewide  news for all of the
Company's Connecticut newspapers;  the newspapers cross-sell advertising through
a  one-order,  one-bill  system;  and THE  HERALD and THE  MIDDLETOWN  PRESS are
printed at one  facility,  as are THE  REGISTER  CITIZEN and THE BRISTOL  PRESS.
Moreover, in August 1996, in order to take advantage of the contiguous nature of
the geographic areas served by THE HERALD,  THE BRISTOL PRESS and THE MIDDLETOWN
PRESS, the Company launched a combined Sunday newspaper, THE HERALD PRESS, which
serves the readers of these three daily newspapers with three zoned editions and
has a Sunday  circulation  of  approximately  31,400 as of  September  30, 2002,
according to the ABC Audit Report.

     GREATER  CLEVELAND.  The Company owns two  Cleveland,  Ohio area  newspaper
operations,  THE NEWS-HERALD  (Willoughby) and THE MORNING JOURNAL (Lorain). The
aggregate  daily  and  aggregate  Sunday   circulation  of  the   Cleveland-area
newspapers is approximately 78,000 and 92,000, respectively.  The four non-daily
publications  in the Greater  Cleveland  cluster have aggregate  distribution of
approximately 106,000.

     The  following  table  sets  forth  information   regarding  the  Company's
publications in Greater Cleveland:


<TABLE>
<CAPTION>
<S>                           <C>             <C>            <C>            <C>             <C>             <C>

                                  YEAR          YEAR        PRINCIPAL           DAILY          SUNDAY        NON-DAILY
PUBLICATION                   ORIGINATED(1)   ACQUIRED      LOCATION        CIRCULATION(2)  CIRCULATION(2)  DISTRIBUTION(3)
----------------------------------------------------------------------------------------------------------------------------

THE NEWS-HERALD............      1878           1987         Willoughby        45,893         56,790
THE MORNING JOURNAL........      1921           1987         Lorain            32,568         34,729
COUNTY KIDS                                                  Willoughby
   2 publications..........      1997           1997(4)      and Lorain                                       33,900
TMC (2 publications) ......                                                                                   71,630
----------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                          78,461         91,519         105,530
============================================================================================================================
</TABLE>

(1)  For merged  newspapers  and newspaper  groups,  the year given reflects the
     date of origination for the earliest publication.

(2)  Circulation  averages are according to the most recently released ABC Audit
     Reports.

(3)  Non-daily   distribution  is  free   distribution   and  reflects   average
     distribution for December 2003.

(4)  Represents the year the Company started the publication.

     THE NEWS-HERALD  and THE MORNING JOURNAL serve areas located  directly east
and west of Cleveland,  respectively.  THE  NEWS-HERALD,  which is one of Ohio's
largest  suburban  newspapers,  serves  communities  located  in Lake and Geauga
counties,  two of Ohio's five most affluent  counties.  Lake and Geauga counties
have populations of 228,267 and 93,931, respectively,  and had population growth
of approximately eight percent and 36 percent, respectively,  from 1980 to 2003.
Lake and Geauga counties have average  household incomes of $65,047 and $89,406,
respectively, which are three percent and 41 percent above the national average.
THE  MORNING  JOURNAL  serves  an area that has a  population  of  153,920  with
population  growth of  approximately  five  percent  from 1980 to 2003.  Average
household  income is  $64,224 in the area  served by THE  MORNING  JOURNAL.  The
Greater  Cleveland  Cluster  benefits  from a variety  of  synergies,  including
advertising cross-sell arrangements and certain news gathering resources.

     CENTRAL  NEW  ENGLAND.  The  Company  owns  five  daily  and  25  non-daily
publications in the central New England area. The Company's publications in this
cluster  include THE HERALD NEWS (Fall  River,  MA), the TAUNTON  DAILY  GAZETTE
(Taunton,  MA), THE CALL (Woonsocket,  RI), THE TIMES (Pawtucket,  RI), the KENT
COUNTY  DAILY  TIMES (West  Warwick,  RI),  and two groups of weekly  newspapers
serving southern Rhode Island,  including South County,  THE NORTH  ATTLEBOROUGH
FREE  PRESS  (North  Attleborough,  MA),  and  O  JORNAL  (Fall  River,  MA),  a
Portuguese-
                                       7
<PAGE>
language weekly  newspaper  acquired in January 2004. The five daily  newspapers
have aggregate daily  circulation of  approximately  68,000 and aggregate Sunday
circulation of approximately 56,000. The non-daily  publications in this cluster
have total distribution of approximately 302,000.

     The  following  table  sets  forth  information   regarding  the  Company's
publications in Central New England:


<TABLE>
<CAPTION>
<S>                           <C>             <C>           <C>            <C>             <C>            <C>

                                  YEAR          YEAR        PRINCIPAL          DAILY           SUNDAY        NON-DAILY
PUBLICATION                   ORIGINATED(1)   ACQUIRED      LOCATION       CIRCULATION(2)   CIRCULATION(2)  DISTRIBUTION(3)
----------------------------------------------------------------------------------------------------------------------------


THE HERALD NEWS...........       1872          1985       Fall River, MA       22,930           24,401
TAUNTON DAILY GAZETTE.....       1848          1996       Taunton, MA          12,906           12,348
THE CALL..................       1892          1984       Woonsocket, RI       14,131           19,223
THE TIMES.................       1885          1984       Pawtucket, RI        13,673
KENT COUNTY DAILY TIMES          1892          1999       West Warwick, RI      4,134
Southern Rhode Island
Newspapers
    8 publications........       1854          1995       Wakefield, RI                                          39,960
Hometown Newspapers
    6 publications........       1969          1999       West Warwick, RI                                       44,611
COUNTY KIDS
    3 publications.........      1997          1997(4)    Fall River, MA,
                                                          Taunton, MA and
                                                          Pawtucket, RI                                          49,301
NEIGHBORS.................       1999          1999(4)    Pawtucket and
                                                          Woonsocket, RI                                         19,260

NORTHWEST NEIGHBORS.......       2002          2002       Woonsocket, RI                                          9,948

THE NORTH ATTLEBOROUGH                                    North
FREE PRESS................       1987          2003       Attleborough, MA                                       13,673

O JORNAL..................       1975          2004       Fall River, MA                                         14,300



TMC (4 publications)......                                                                                      110,466
----------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                          67,774           55,972          301,519
============================================================================================================================
</TABLE>

(1)  For merged  newspapers  and newspaper  groups,  the year given reflects the
     date of origination for the earliest publication.

(2)  Circulation  averages are according to the most recently released ABC Audit
     Reports.

(3)  Non-daily  distribution  reflects  average  distribution for December 2003,
     with the exception of THE COVENTRY  COURIER,  THE EAST GREENWICH  PENDULUM,
     THE  NARRAGANSETT  TIMES,  THE STANDARD  TIMES,  AND THE CHARIHO TIMES (all
     Southern Rhode Island  Newspapers),  which reflect the ABC Audit Report for
     the 12 month period ended December 31, 2002.

(4)  Represents the year the Company started the publication.

     THE HERALD NEWS and the TAUNTON  DAILY GAZETTE are situated 14 miles apart.
Each is less than 40 miles south of Boston,  Massachusetts  and 25 miles east of
Providence,  Rhode Island. The region's second largest shopping mall, located in
Taunton,  contains one million square feet of retail space and approximately 150
stores.  THE HERALD NEWS serves an area that has a population of 167,673 and had
population  growth of approximately  three percent from 1980 to 2003. The market
area  served by THE HERALD  NEWS has average  household  income of $53,318.  The
TAUNTON  DAILY  GAZETTE  serves an area that has a population of 142,720 and had
population  growth of  approximately  37 percent from 1980 to 2003.  The TAUNTON
DAILY GAZETTE's market area has average  household  income of $67,138.  THE CALL
serves an area that has a  population  of 191,905 and had  population  growth of
approximately  18 percent from 1980 to 2003.  THE CALL's market area has average
household income of $67,545,  which is seven percent above the national average.
THE TIMES  serves an area that has a  population  of 202,948 and had  population
growth of  approximately 16 percent from 1980 to 2003. The market area served by
THE  TIMES has  average  household  income of  $57,378.  Southern  Rhode  Island
Newspapers  serve an area that has a  population  of 167,319 and had  population
growth of  approximately 37 percent from 1980 to 2003. The market area served by
Southern Rhode Island Newspapers has average household income of $78,038,  which
is 23 percent above the national average.

     In 2003,  the Company  added to its Central  New England  cluster  with the
acquisition of THE NORTH  ATTLEBOROUGH  FREE PRESS, a weekly  newspaper based in
North Attleborough, Massachusetts, with distribution of approximately 13,500. In
January 2004,  the Company  further  expanded its reach to the large  Portuguese
community

                                       8
<PAGE>


in Central  New  England by  acquiring  O JORNAL,  a weekly  Portuguese-language
newspaper based in Fall River,  Massachusetts,  with  distribution of 14,300.  O
JORNAL serves a Portuguese community in Massachusetts and Rhode Island estimated
to have a population of 370,000.

     No  local  television  stations  exist  in the  communities  served  by the
Company's Central New England newspapers. Furthermore, the Company believes that
its Central New England properties benefit from the fragmentation of local radio
markets.  As a result,  the Company  believes  that each of its  newspapers is a
significant  media  outlet in its  respective  community,  thereby  making these
newspapers  attractive  vehicles for area  advertisers.  The Central New England
newspapers  benefit  from  advertising  cross-sell  arrangements,   as  well  as
significant production and editorial synergies. For example, THE TIMES, THE CALL
and the KENT COUNTY  DAILY TIMES are  printed at the same  facility,  as are the
TAUNTON  DAILY  GAZETTE,  THE HERALD NEWS and O JORNAL.  Southern  Rhode  Island
Newspapers are printed at the Company's NEW HAVEN REGISTER facility.

     CAPITAL-SARATOGA  REGION OF NEW YORK. The Company owns three daily and five
non-daily publications in the Capital-Saratoga Region of New York. The Company's
publications in this cluster include THE RECORD (Troy), THE SARATOGIAN (Saratoga
Springs),  THE ONEIDA DAILY  DISPATCH  and the weekly  COMMUNITY  NEWS,  serving
Clifton  Park.  The  daily  newspapers  have  aggregate  daily   circulation  of
approximately  40,000 and aggregate Sunday circulation of approximately  36,000.
The  non-daily   publications  in  this  cluster  have  total   distribution  of
approximately 96,000.

     The  following  table  sets  forth  information   regarding  the  Company's
publications in the Capital-Saratoga Region of New York:

<TABLE>
<CAPTION>
<S>                           <C>             <C>           <C>            <C>             <C>            <C>

                                  YEAR          YEAR        PRINCIPAL          DAILY           SUNDAY        NON-DAILY
PUBLICATION                   ORIGINATED(1)   ACQUIRED      LOCATION       CIRCULATION(2)   CIRCULATION(2)  DISTRIBUTION(3)
----------------------------------------------------------------------------------------------------------------------------

THE RECORD................       1896           1987       Troy                21,912          23,433
THE SARATOGIAN............       1855           1998       Saratoga            10,924          12,303
                                                           Springs
THE ONEIDA
DAILY DISPATCH ...........       1850           1998       Oneida               6,795
Oneida-Chittenango
  Pennysavers
   2 publications.........       1957           1998       Oneida                                               23,085
COMMUNITY NEWS............       1969           1998       Clifton Park                                         28,669

TMC (2 publications)......                                                                                      43,848
----------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                          39,631          35,736           95,602
============================================================================================================================
</TABLE>

(1)  For merged  newspapers  and newspaper  groups,  the year given reflects the
     date of origination for the earliest publication.

(2)  Circulation  averages are according to the most recently released ABC Audit
     Reports.

(3)  Non-daily  distribution  includes  both  paid  and  free  distribution  and
     reflects average distribution for December 2003.

     THE RECORD and THE SARATOGIAN are situated  approximately 26 miles apart in
the  Capital-Saratoga  region of New York.  THE RECORD serves an area that has a
population  of 174,821,  which has remained  relatively  stable since 1980.  THE
RECORD's market has average  household income of $54,071.  THE SARATOGIAN serves
an  area  that  has a  population  of  211,238  and  had  population  growth  of
approximately  25 percent from 1980 to 2003.  THE  SARATOGIAN's  market area has
average  household  income of $65,270.  THE ONEIDA DAILY DISPATCH serves an area
that has a population of 74,652, and had population growth of approximately four
percent from 1980 to 2003. THE ONEIDA DAILY  DISPATCH's  market area has average
household  income  of  $57,478.  No  local  television  stations  exist  in  the
communities  that  the  Company's   Capital-Saratoga  Region  newspapers  serve.
Furthermore,  the Company believes that its  Capital-Saratoga  Region properties
benefit from the fragmentation of local radio markets.  As a result, the Company
believes  that  each of its  newspapers  is a  significant  media  outlet in its
respective  community,  thereby making these newspapers  attractive vehicles for
area advertisers. THE RECORD, THE SARATOGIAN and the COMMUNITY NEWS benefit from
significant  cross-selling  of advertising.  These  newspapers also benefit from
significant production and news gathering synergies.  THE RECORD, THE SARATOGIAN
and the COMMUNITY NEWS are printed at the Company's  operating facility in Troy,
taking  advantage of that facility's  excess capacity and achieving  significant
cost efficiencies.

                                       9

<PAGE>


     MID-HUDSON  REGION OF NEW YORK. The Company owns one daily newspaper and 16
non-daily publications in the Mid-Hudson Region of New York. The daily newspaper
in this  cluster  is the DAILY  FREEMAN in  Kingston.  The  Company's  non-daily
publications  in this  cluster  are  the  Taconic  Press  group,  a group  of 10
non-daily  newspapers  serving Dutchess County,  New York, and THE PUTNAM COUNTY
COURIER,  serving Putnam County,  New York; and Roe Jan Independent  Publishing,
which includes two non-daily  publications.  The  Mid-Hudson  Region cluster has
daily circulation of approximately  21,000,  Sunday circulation of approximately
28,000 and total non-daily distribution of approximately 294,000.

     The  following  table  sets  forth  information   regarding  the  Company's
publications in the Mid-Hudson Region of New York:

<TABLE>
<CAPTION>
<S>                              <C>             <C>           <C>            <C>             <C>            <C>

                                  YEAR          YEAR        PRINCIPAL          DAILY           SUNDAY        NON-DAILY
PUBLICATION                   ORIGINATED(1)   ACQUIRED      LOCATION       CIRCULATION(2)   CIRCULATION(2)  DISTRIBUTION(3)
----------------------------------------------------------------------------------------------------------------------------

DAILY FREEMAN..............       1871          1998       Kingston            21,480          28,221
Taconic Press
  11 publications..........       1846          1998       Millbrook                                            207,753
Roe Jan Independent
  Publishing
  2 publications...........       1973          2001       Hillsdale                                             18,804

WHEELS.....................       2001          2001(4)    Kingston                                              38,350
DOORWAYS...................       1983          1998       Kingston                                              29,587

TMC (1 publication)........                                                                                      17,992
----------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                          21,480          28,221           312,486
============================================================================================================================
</TABLE>
(1)  For merged  newspapers  and newspaper  groups,  the year given reflects the
     date of origination for the earliest publication.

(2)  Circulation  averages are according to the most recently released ABC Audit
     Reports.

(3)  Non-daily  distribution  includes  both paid and free  distribution  and is
     based on the average distribution for December 2003.

(4)  Represents the year the Company started the publication.

     The DAILY FREEMAN and TACONIC PRESS serve markets in the Mid-Hudson  region
of New York.  The DAILY FREEMAN  serves an area that has a population of 283,304
and had  population  growth of  approximately  13 percent from 1980 to 2003. The
DAILY FREEMAN's market area has average household income of $58,728. The Taconic
Press  newspaper  group  based in  Dutchess  County  serves  an area  that has a
population of 101,898 and had population growth of approximately 15 percent from
1980 to  2003.  The  Taconic  Press  publications  serve  markets  with  average
household income of $73,644, which is 17 percent above the national average. THE
PUTNAM COUNTY COURIER, the largest TACONIC PRESS non-daily  publication,  serves
an  area  that  has  a  population  of  98,970  and  had  population  growth  of
approximately  34 percent from 1980 to 2003. THE PUTNAM COUNTY  COURIER's market
area has  average  household  income of $97,200,  which is 54 percent  above the
national  average.  Roe Jan  Independent  Publishing,  Inc.,  which  is based in
Hillsdale, New York, publishes two non-daily publications. Markets served by Roe
Jan have average  household  income of $67,081,  which is six percent  above the
national average.  Roe Jan's publications serve an area that has a population of
171,672 and had  population  growth of  approximately  five percent from 1990 to
2003.

     The Company's management believes that its Mid-Hudson Region properties are
the leading  sources of local  information  in the markets they serve.  Only one
independent  television  station  (which serves a regional,  rather than a local
audience)  exists in the  communities  that the Mid-Hudson  Region  publications
serve, and the local radio markets are fragmented.  Consequently,  each of these
newspapers is a significant  media outlet in its respective  community,  thereby
making these newspapers attractive vehicles for area advertisers. The Mid-Hudson
Region newspapers benefit from significant cross-selling of advertising, as well
as production and editorial synergies. Certain publications in this cluster also
benefit from advertising  cross-selling with certain newspapers in the Company's
Connecticut cluster, including THE REGISTER CITIZEN (Torrington, CT) and certain
of the Housatonic Publications (New Milford, CT), which serve Litchfield County,
Connecticut.


                                       10
<PAGE>


ONLINE OPERATIONS

     Journal Register  Company operates 152 Websites,  which are affiliated with
the Company's  daily  newspapers and non-daily  publications,  as well as portal
sites for each of its six geographic clusters. The Company's online objective is
to have its Websites  complement  its print  publications  by providing  certain
content  from these  publications,  as well as unique  content  and  interactive
features.  The  Company's  Websites also provide an online  marketplace  for its
advertisers.

     A  number  of  the  Websites  can be  accessed  individually,  through  the
Company's  "cluster" portal sites, which combine  publications within a specific
geographic    area,    or    through    the    Company's    Corporate    Website
(www.journalregister.com).   The  remaining  Company   newspapers,   along  with
Connecticut Magazine, have individual Websites.

     The following is a list of the Company's cluster/portal Websites:

GEOGRAPHIC CLUSTER                               CLUSTER/PORTAL SITE
------------------                               -------------------
                                           (number of individual Websites)

Connecticut................................www.ctcentral.com (43)

Greater Philadelphia.......................www.allaroundphilly.com (70)

Greater Cleveland..........................www.allaroundcleveland.com (5)

Central New England........................www.ricentral.com (15)

Capital-Saratoga Region of New York........www.capitalcentral.com (6)

Mid-Hudson Region of New York..............www.midhudsoncentral.com (13)

     The primary  source of online  revenue is classified  advertising.  For the
year ended December 28, 2003,  the Company's  Websites  generated  approximately
$4.7 million of revenue as compared to approximately $4.0 million for the fiscal
year ended December 29, 2002, an increase of 19.4 percent.

ADVERTISING

     Substantially all of the Company's  advertising revenues are derived from a
diverse  group of local  retailers  and  classified  advertisers.  The Company's
management  believes that its advertising  revenues tend to be relatively stable
because its newspapers rely on a broad base of local retail and local classified
advertising,  rather than the generally more volatile national and major account
advertising.   Local   advertising   is  typically  more  stable  than  national
advertising because a community's need for local services provides a stable base
of local businesses and because local advertisers generally have fewer effective
advertising vehicles from which to choose.

     Advertising  revenues  accounted  for  approximately  73.6  percent  of the
Company's  total revenues for fiscal year 2003. The Company's  advertising  rate
structures vary among its  publications  and are a function of various  factors,
including advertising effectiveness, local market conditions and competition, as
well as circulation,  readership,  demographics and type of advertising (whether
classified  or  display).  In  fiscal  year  2003,  local and  regional  display
advertising  accounted  for  the  largest  share  of the  Company's  advertising
revenues   (approximately  55  percent),   followed  by  classified  advertising
(approximately 40 percent) and national  advertising  (approximately 5 percent).
The  Company's  advertising  revenues  are not  reliant  upon any one company or
industry,  but rather are  supported by a variety of companies  and  industries,
including financial  institutions,  realtors,  car dealerships,  grocery stores,
universities,  hospitals and many other local  businesses.  No single advertiser
accounted  for more than one  percent of the  Company's  total  fiscal year 2003
revenues.

     The  Company's   corporate   management  works  with  its  local  newspaper
management  to approve  advertising  rates and to establish  goals for each year
during a detailed annual budget process. As a result,  local management is given
little latitude for discounting  from the approved rates.  Corporate  management
also  works  with  local  advertising  staffs  to  develop  marketing  kits  and
presentations utilizing the results of third-party research studies and internal
marketing resources.  A portion of the compensation for the Company's publishers
is based upon increasing  advertising revenues.  The Company stresses the timely
collection of receivables. Compensation of the Company's sales personnel depends
in part upon performance  relative to goals and timely collection of advertising
receivables.


                                       11
<PAGE>


Additionally,  corporate  management  facilitates  the  sharing  of  advertising
resources and information  across the Company's  publications  and the Company's
publishers   aggressively  pursue  cross-selling  of  advertising  within  their
respective  geographic  areas.  See  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations - Certain Factors Which May Affect
the Company's Future Performance - Dependence on Local Economies."

CIRCULATION

     The Company's  circulation revenues are derived from home delivery sales of
publications  to  subscribers  and single copy sales made through  retailers and
vending  racks.  Circulation  accounted  for  approximately  22.2 percent of the
Company's total revenues in fiscal year 2003. Approximately 62 percent of fiscal
year  2003  circulation  revenues  were  derived  from  subscription  sales  and
approximately  38 percent  from single copy sales.  Single copy rates range from
$0.35 to $0.50 per daily copy and $0.75 to $1.75 per Sunday  copy.  The  Company
promotes single copy sales of its newspapers because it believes that such sales
have even  higher  readership  than  subscription  sales,  and that  single copy
readers tend to be more active consumers of goods and services,  as indicated in
an NAA readership study. Single copy sales also tend to generate a higher profit
margin than  subscription  sales, as single copy sales generally have higher per
unit prices and lower  distribution  costs. As of December 28, 2003, the Company
had  total  daily  paid  circulation  of  approximately   534,000,  paid  Sunday
circulation of approximately 521,000 and non-daily distribution of approximately
3.7 million, most of which is distributed free of charge.

     The  Company's   corporate   management  works  with  its  local  newspaper
management to establish  subscription  and single copy rates.  In addition,  the
Company  tracks rates of  newspaper  returns and  customer  service  calls in an
effort to optimize the number of  newspapers  available  for sale and to improve
delivery  and  customer  service.  The  Company  also  implements  creative  and
interactive   programs  and  promotions  to  increase  readership  through  both
subscription  and single  copy  sales.  The most  recent  Fall 2003  Scarborough
Research  studies,  which  measured 20 of the Company's 23 daily  newspapers and
several of its non-daily publications,  reported a gain in overall readership as
compared to the results from Scarborough  Research's Spring 2003 studies for the
papers measured. In recent years,  circulation has generally declined throughout
the newspaper industry,  and the Company's newspapers have generally experienced
this trend.  The Company  seeks to maximize  the overall  operating  performance
rather than maximizing circulation of its individual newspapers.

OTHER OPERATIONS

     As of December 28, 2003,  the Company owned and operated  three  commercial
printing facilities:  Imprint Print in North Haven, Connecticut;  Nittany Valley
Offset in State College,  Pennsylvania; and InterPrint in Bristol, Pennsylvania.
These  facilities also print certain of the Company's  publications.  Commercial
printing  operations and other revenues  accounted for approximately 4.2 percent
of the Company's total revenues in fiscal year 2003.

EMPLOYEES

     As of December 28, 2003, the Company employed approximately 4,600 full-time
and part-time employees, or 4,100 full-time equivalents ("FTEs").  Approximately
20 percent of the Company's  employees are employed under collective  bargaining
agreements. The Company anticipates that collective bargaining agreements at six
newspapers,  constituting  approximately 20 percent of the employees  covered by
collective bargaining agreements, will be renegotiated in 2004.

RAW MATERIALS

     The basic raw material for  newspapers is  newsprint.  In fiscal year 2003,
the Company consumed  approximately  47,000 metric tons of newsprint,  excluding
paper  consumed in its  commercial  printing  operations.  The average price per
metric ton of newsprint  based on East Coast  transactions  prices in 2003, 2002
and 2001 was  $503,  $465 and  $585,  respectively,  as  reported  by the  trade
publication,  PULP AND PAPER WEEKLY.  The Company  purchases the majority of its
newsprint  through its central  purchasing group,  Journal Register Supply.  The
Company has no long-term  contracts to purchase  newsprint.  Generally,  Journal
Register  Supply  purchases  most of its  newsprint  from one or two  suppliers,
although in the future the Company may purchase  newsprint from other suppliers.
Historically,  the  percentage of newsprint  from each supplier has varied.  The
Company's management believes that concentrating its newsprint purchases in this
way provides a more secure newsprint supply and lower unit prices. The Company's
management also believes that it purchases  newsprint at price levels lower than
those that are available to  individually-owned  small metropolitan and suburban
newspapers,  and consistent with price levels generally available to the largest
newsprint  purchasers.  The available  sources of newsprint  have been,  and the


                                       12
<PAGE>


Company  believes will continue to be,  adequate to supply the Company's  needs.
The  inability  of the Company to obtain an adequate  supply of newsprint in the
future  could have a material  adverse  effect on the  financial  condition  and
results of operations of the Company.

     Historically,  the price of newsprint has been  cyclical and volatile.  The
Company's  average price per ton of newsprint for the full fiscal year increased
approximately eight percent in 2003, decreased  approximately 22 percent in 2002
and  increased  approximately  nine  percent in 2001,  each as  compared  to the
preceding  year. The Company  believes that if any price decrease or increase is
sustained in the industry, the Company will also be impacted by such change. The
Company seeks to manage the effects of increases in prices of newsprint  through
a  combination  of,  among  other  things,  technology  improvements,  inventory
management and advertising and circulation price increases. In fiscal year 2003,
the  Company's  newsprint  cost  (excluding  paper  consumed  in  the  Company's
commercial  printing  operations) was approximately six percent of the Company's
newspaper revenues.

COMPETITION

     While  most  of the  Company's  newspapers  do  not  have  daily  newspaper
competitors  that are  published in the same city,  in certain of the  Company's
markets,  there is such direct  competition.  Most of the  Company's  newspapers
compete with other newspapers published in nearby cities and towns and with free
distribution and paid advertising weeklies, as well as other print and non-print
media.  Competition  for  advertising  and paid  circulation  comes from  local,
regional and national  newspapers,  shoppers,  television,  radio,  direct mail,
online  services  and  other  forms  of  communication  and  advertising  media.
Competition  for advertising  revenue is largely based upon advertiser  results,
readership,  advertising  rates,  demographics  and  circulation  levels,  while
competition  for circulation and readership is based largely upon the content of
the  newspaper,  its  price  and  the  effectiveness  of its  distribution.  The
Company's management believes that its publications  generally have been able to
compete   effectively   with  other   publications  and  other  forms  of  media
advertising.  Commercial  printing,  a highly competitive  business,  is largely
driven by price and  quality.  See  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations - Certain Factors Which May Affect
the Company's Future Performance - Newspaper Industry Competition."

SEASONALITY

     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. Correspondingly,
the fourth quarter  (October-December)  tends to be the strongest quarter, as it
includes heavy holiday season advertising.

ENVIRONMENTAL MATTERS

     As is the case with other newspaper and similar publishing  companies,  the
Company is subject to a wide  range of  federal,  state and local  environmental
laws and regulations pertaining to air and water quality,  storage tanks and the
management and disposal of waste at its facilities. To the best of the Company's
knowledge,   its  operations  are  in  material   compliance   with   applicable
environmental laws and regulations as currently interpreted. Management believes
that  continued  compliance  with  these  laws and  regulations  will not have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations.

REGULATION

     Paid  or  requestor   circulation   newspapers  with  "periodical"  mailing
privileges are required to obtain a "periodical" permit from, and file an annual
Statement of Ownership,  Mailing and  Circulation  with the United States Postal
Service.  Recent changes in  telemarketing  rules and regulations may impact the
ability of the  Company to solicit new  subscribers  as well as the cost of such
solicitation.  There is no significant regulation with respect to acquisition of
newspapers other than filings under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

CORPORATE GOVERNANCE AND AVAILABLE INFORMATION

     The Board of Directors has elected a lead  independent  director,  who will
preside  over  executive  sessions  of the  Board.  Currently,  six of the eight
members  of the  Board  of  Directors,  constituting  all of the  non-management
directors,  are independent  under the listing standards adopted by the New York
Stock  Exchange,  and all directors  who serve on the Board's  Audit  Committee,
Compensation  Committee and  Corporate  Governance  Committee  are


                                       13
<PAGE>


independent.  Pursuant to the Company's pre-approval policy, the Audit Committee
approves in advance the  services  to be provided by the  Company's  independent
auditors.

     The Company makes available a wide variety of information free of charge on
its Website at  WWW.JOURNALREGISTER.COM.  The  Company's  filings  with the U.S.
Securities  and Exchange  Commission  (the "SEC") are available on the Company's
Website as soon as reasonably  practicable after the reports are  electronically
filed with the SEC. The Company's Website also contains news releases, financial
information,  Company  profiles and certain  corporate  governance  information.
Copies of the Company's Corporate Governance  Guidelines,  the Company's Code of
Business  Conduct and  Ethics,  the  Company's  Code of Ethics for CEO and Other
Senior Financial Officers,  the Company's Audit Committee  Pre-Approval  Policy,
the  charters  of  each  of  the  Committees  of the  Board  of  Directors,  and
information  regarding how  interested  parties may contact the Board,  the lead
director or the  non-management  directors  as a group will be  available on the
Website on or prior to the Company's 2004 Annual Meeting of Shareholders. Mailed
copies of such  information  can be  obtained  free of charge by  writing to the
Company at Journal Register Company, Investor Relations, State Street Square, 50
West State Street, Trenton, NJ 08608-1298,  Attention:  Corporate Secretary. The
contents of the Company's Websites are not incorporated into this filing.


                                       14
<PAGE>


ITEM 2.  PROPERTIES.

     As of December 28, 2003, the Company  operated 137 facilities in the course
of producing and publishing its daily and non-daily publications.  Approximately
96 of these facilities are leased for terms ranging from month-to-month to seven
years.  These  leased  facilities  range  in  size  from  approximately  180  to
approximately  19,000 square feet. Except as otherwise noted, the facilities are
utilized for office space.  The location and  approximate  size of the principal
physical  properties  (1,500  square  feet or  greater)  used by the  Company at
December 28, 2003, as well as the expiration date of the leases relating to such
properties that the Company leases are set forth below:

<TABLE>
<CAPTION>
<S>                                              <C>                        <C>                    <C>

                                             OWNED                     LEASED                LEASE
LOCATION                                  SQUARE FEET               SQUARE FEET            EXPIRATION DATE
------------------------------------------------------------------------------------------------------------------
Ansonia, CT...........................                                     2,500(2)(3)          5/15/04
Bristol, CT...........................          40,000
Colchester, CT........................                                     1,900               12/31/07
Guilford, CT..........................                                     2,500                6/14/05
Hamden, CT............................                                    15,000                8/20/07
Madison, CT...........................                                     2,900                9/30/08
Middletown, CT........................          30,000
Milford, CT...........................          11,745
New Britain, CT.......................          33,977(2)
New Haven, CT.........................         205,000(2)                 13,000(3)             3/31/04
New Milford, CT.......................                                     6,840                8/14/08
North Haven, CT.......................          24,000(2)                 10,000(2)(3)         12/31/05
Old Saybrook, CT......................                                     1,950                3/31/04
Torrington, CT........................          41,370(2)
Trumbull, CT..........................                                     6,187                 4/1/04
Westport, CT..........................                                     3,240               12/31/05
Fall River, MA........................          53,371(2)                  1,840                 1/2/06
Taunton, MA...........................          21,100
Medford, NJ...........................                                     4,259               12/31/04
Moorestown, NJ........................                                     2,000                3/31/08
Trenton, NJ...........................          51,489(2)(3)              18,889(1)            11/30/10
Turnersville, NJ......................          11,032
Hillsdale, NY.........................                                     3,500                3/14/07
Kingston, NY..........................          25,800(2)
Millbrook, NY.........................           5,000
Oneida, NY............................          24,000(2)
Rhinebeck, NY.........................           2,000
Saratoga, NY..........................          12,390
Troy, NY..............................         140,000(2)
Lorain, OH............................          68,770(2)
Willoughby, OH........................          80,400(2)(3)
Ardmore, PA...........................          25,250
Bristol, PA...........................          70,000(2)
Exton, PA.............................          86,395(2)
Fort Washington, PA...................          23,490(2)                  7,500               12/31/04
Holmes, PA............................           8,000
Kennett Square, PA....................                                     2,400                8/31/07
Lansdale, PA..........................          22,400(2)
Media, PA.............................                                     4,500                4/30/04
Newtown, PA...........................                                     2,700                1/31/07
Newtown Square, PA....................           3,000
Philadelphia, PA......................           6,010                                          9/30/04
Phoenixville, PA......................          10,696                     4,800
Norristown, PA........................          40,000(2)
Pottstown, PA.........................          48,000(2)
Primos, PA............................          85,000(2)
Quarryville, PA.......................                                     4,755                 4/3/06
Souderton, PA.........................                                     1,750               12/31/05
State College, PA.....................          23,365(2)                  3,000(3)             7/31/04
Wayne, PA.............................          11,980
West Chester, PA......................          34,000
Pawtucket, RI.........................          41,096
Wakefield, RI.........................          11,750                     1,500               12/31/05
West Warwick, RI......................          13,650
Woonsocket, RI........................          50,938(2)(3)
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Corporate headquarters
(2)  Production facility
(3)  Warehouse

     Management  believes that all of its properties are in good condition,  are
generally  well  maintained and are adequate for their current  operations.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources."


                                       15
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS.

     The Company is involved in a number of litigation  matters that have arisen
in the ordinary  course of business.  The Company  believes  that the outcome of
these legal proceedings will not have a material adverse effect on the Company's
financial condition or results of operations.

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

     None.


                                       16
<PAGE>


                      EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information as of March 4, 2004 with
respect to each person who is an executive officer of the Company:

     OFFICER                         POSITION
     -------                         --------
     Robert M. Jelenic               Chairman, President and Chief Executive
                                       Officer
     Jean B. Clifton                 Executive Vice President, Chief Financial
                                       Officer and Director
     Thomas E. Rice                  Senior Vice President, Operations
     Allen J. Mailman                Senior Vice President, Technology
     Marc S. Goldfarb                Vice President, General Counsel and
                                       Corporate Secretary

     ROBERT M. JELENIC is Chairman, President and Chief Executive Officer of the
Company.  He has been President and Chief Executive  Officer since the inception
of the Company,  and has been a director of the Company and its predecessors for
over ten years. A Chartered  Accountant,  Mr. Jelenic began his business  career
with  Arthur  Andersen in Toronto,  Canada.  Mr.  Jelenic has 28 years of senior
management  experience  in the newspaper  industry,  including 12 years with the
Toronto Sun Publishing Corp. Mr. Jelenic graduated Honors,  Bachelor of Commerce
from Laurentian University,  Sudbury,  Ontario. Mr. Jelenic is a director of the
Audit Bureau of Circulations  ("ABC") and Lamar Advertising Company. Mr. Jelenic
is 53 years old.

     JEAN B. CLIFTON is Executive Vice President and Chief Financial  Officer of
the Company,  positions she has held since the Company's inception.  Ms. Clifton
has also been a director of the Company and its predecessors for over ten years.
Ms. Clifton, a Certified Public Accountant,  began her business career at Arthur
Young & Co. (a  predecessor  to Ernst & Young LLP).  Ms. Clifton has 18 years of
senior management experience in the newspaper industry.  Ms. Clifton is a member
of the  Board of  Directors  of the NAA,  as well as a  member  of the  Board of
Directors  of the Fresh Air Fund,  and the Board of Directors of the Lower Bucks
County  Chapter of the American Red Cross.  Ms.  Clifton  received a Bachelor of
Business  Administration in 1983 from the University of Michigan. Ms. Clifton is
43 years old.

     THOMAS E. RICE is Senior Vice  President of  Operations  of the Company,  a
position he has held since November  2000.  From the inception of the Company to
November  2000,  Mr.  Rice was  located  in St.  Louis,  Missouri,  where he was
President  and Chief  Executive  Officer of Suburban  Newspapers  of Greater St.
Louis and THE TELEGRAPH in Alton, Illinois,  which the Company sold in 2000. Mr.
Rice  began  his  career  with  Lee  Enterprises  in 1963  and has  held  senior
management positions with Tribune Company,  The Times Mirror Company,  MediaNews
Group and the Chicago  Sun Times.  Mr.  Rice has 41 years of  experience  in the
newspaper industry.  Mr. Rice is a member of the Newsprint Committee of the NAA.
Mr. Rice  attended  the  University  of Nebraska  and  Roosevelt  University  in
Chicago. Mr. Rice is 59 years old.

     ALLEN J. MAILMAN is Senior Vice  President of Technology of the Company,  a
position he has held since February  1999.  From March 1994 to February 1999, he
was Vice President of Technology of the Company. From the Company's inception in
1990 to March 1994, Mr. Mailman was Corporate  Director of Information  Services
of the  Company.  Mr.  Mailman  has 29 years  of  management  experience  in the
newspaper  industry,  including  14 years with  Advance  Publications,  Inc. Mr.
Mailman received a Bachelor of Arts degree in Economics and Mathematics from the
University of Oklahoma. Mr. Mailman is 57 years old.

     MARC S. GOLDFARB is Vice President, General Counsel and Corporate Secretary
of the Company.  He has been Vice  President  and General  Counsel since January
2003,  and was appointed  Corporate  Secretary of the Company in May 2003.  From
July 1998 to January 2003, he served as Managing Director and General Counsel of
The Vertical Group,  an  international  private equity firm.  Prior to that, Mr.
Goldfarb was a Partner at Bacher,  Tally, Polevoy & Misher LLP. Mr. Goldfarb has
16 years of diverse  legal,  financial and strategic  experience.  Mr.  Goldfarb
earned his Juris Doctor from the University of Pennsylvania  and his Bachelor of
Science from Cornell University. Mr. Goldfarb is 40 years old.


                                       17
<PAGE>


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Company's common stock, par value $0.01 per share (the "Common Stock"),
commenced trading on the New York Stock Exchange on May 8, 1997 under the symbol
"JRC." The following  table reflects the high and low sale prices for the Common
Stock,  based on the daily composite  listing of stock  transactions for the New
York Stock Exchange, for the periods indicated:

              YEAR       QUARTER              LOW         HIGH
        ----------------------------------------------------------

              2002       First              $19.30       $21.55
                         Second             $19.85       $21.86
                         Third              $16.14       $19.99
                         Fourth             $17.00       $19.47
        ----------------------------------------------------------
              2003       First              $14.85       $18.26
                         Second             $15.10       $18.90
                         Third              $17.90       $19.49
                         Fourth             $18.69       $20.40

     On March 4, 2004, there were approximately 75 stockholders of record of the
Company's  Common Stock. The Company  believes that it has  approximately  4,200
beneficial owners.

     The  Company  has not  paid  dividends  on its  Common  Stock  and does not
currently  anticipate paying dividends.  The Company currently intends to retain
future  cash  flow  to  increase   shareholder  value  by  acquiring  additional
newspapers,  reducing debt,  repurchasing the Company's stock and reinvesting in
the  Company's  operations.  In addition,  the  Company's  Credit  Agreement (as
hereinafter  defined)  places  limitations  on  the  Company's  ability  to  pay
dividends or make any other  distributions  on the Common  Stock.  See Note 4 of
"Notes to Consolidated Financial Statements." Any future determination as to the
payment of dividends will be subject to such prohibitions and limitations,  will
be at the discretion of the Company's  Board of Directors and will depend on the
Company's results of operations,  financial condition,  capital requirements and
other factors deemed relevant by the Board of Directors.

     Journal  Register  Company  conducts  its  operations  through  direct  and
indirect  subsidiaries.  The Company's  available cash will depend upon the cash
flow of its  subsidiaries  and the  ability of such  subsidiaries  to make funds
available  to the  Company in the form of loans,  dividends  or  otherwise.  The
subsidiaries  are  separate  and  distinct  legal  entities  and  have no  legal
obligation, contingent or otherwise, except as required by the Credit Agreement,
to make funds available to the Company,  whether in the form of loans, dividends
or otherwise. The Credit Agreement is secured by substantially all of the assets
of the Company and the common stock and assets of the Company's subsidiaries. In
addition,  the Company's  subsidiaries may, subject to limitations  contained in
the Credit Agreement,  become parties to financing arrangements that may contain
limitations  on the ability of such  subsidiaries  to pay  dividends  or to make
loans or advances to the Company. In the event of any insolvency,  bankruptcy or
similar  proceedings  of  a  subsidiary,  creditors  of  such  subsidiary  would
generally  be entitled to priority  over the Company  with  respect to financial
assets of the affected subsidiary.


                                       18
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA.

     The following  selected  financial data (except number of publications) has
been derived from the audited financial  statements of the Company and should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations" and the Consolidated  Financial  Statements
and notes thereto included elsewhere in this report:

<TABLE>
<CAPTION>
<S>                                                         <C>            <C>          <C>           <C>          <C>
(DOLLARS IN THOUSANDS, EXCEPT PER
SHARE DATA AND RATIOS)                                      DEC. 28,       DEC. 29,     DEC. 30,      DEC. 31,     DEC. 26,
FISCAL YEAR ENDED                                             2003           2002         2001          2000(1)     1999(1)
------------------------------------------------------------------------------------------------------------------------------

STATEMENT OF INCOME DATA:
Revenues:
Advertising                                                $ 298,986     $ 297,056     $ 287,859     $ 343,130     $ 348,995
Circulation                                                   90,034        91,123        87,737        96,852        96,783
------------------------------------------------------------------------------------------------------------------------------
Newspaper revenues                                           389,020       388,179       375,596       439,982       445,778
Commercial printing and other                                 16,966        19,575        18,809        23,987        23,787
------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                        405,986       407,754       394,405       463,969       469,565
------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Salaries and employee benefits                               155,355       150,614       140,522       155,161       157,110
Newsprint, ink and printing charges(2)                        31,181        32,023        37,741        46,533        48,432
Selling, general and administrative(2)                        51,932        52,976        47,810        47,008        45,318
Depreciation and amortization                                 15,447        14,927        26,317        27,616        28,798
Other                                                         58,334        56,866        53,474        58,395        57,975
------------------------------------------------------------------------------------------------------------------------------
                                                             312,249       307,406       305,864       334,713       337,633
------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                              93,737       100,348        88,541       129,256       131,932
------------------------------------------------------------------------------------------------------------------------------
Net interest expense and other                              (15,627)      (23,677)      (30,490)      (48,020)      (52,347)
Gains on sales of newspaper properties                            -             -         32,212       180,720            -
------------------------------------------------------------------------------------------------------------------------------
Income before provision for income taxes and
   equity interest                                            78,110        76,671        90,263       261,956        79,585
Provision for income taxes                                     6,120        27,444        10,818        90,951        31,694
------------------------------------------------------------------------------------------------------------------------------
Income before equity interest                                 71,990        49,227        79,445       171,005        47,891
Equity interest                                                   -             -        (1,313)       (1,624)         (226)
------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                 $  71,990       $49,227       $78,132     $ 169,381       $47,665
==============================================================================================================================

Net income per common share:
      Basic                                                $    1.75       $  1.18       $  1.85       $  3.74       $  1.02
      Diluted                                              $    1.72       $  1.16       $  1.83       $  3.72       $  1.02
==============================================================================================================================

OTHER DATA:
EBITDA(3)                                                  $ 109,184      $115,275     $ 114,858     $ 156,871     $ 160,730
EBITDA Margin(3)                                               26.9%         28.3%         29.1%         33.8%         34.2%
Free cash flow, as adjusted(3)                             $  58,916      $ 61,631     $  57,136      $ 86,701     $  87,371
Free cash flow, as adjusted, per diluted share(3)          $    1.41      $   1.46     $    1.34      $   1.91     $    1.86
Capital expenditures(4)                                    $  15,129      $ 13,010     $  34,929      $ 21,550     $  18,081
Number of publications, end of period:
      Daily                                                       23            23            23            24            25
      Non-Daily                                                  236           233           206           158           200
==============================================================================================================================

BALANCE SHEET DATA:
Total current assets                                        $ 58,087      $ 65,383    $ 66,573        $ 79,359      $ 88,397
Property, plant and equipment, net                           126,013       125,680     124,440         104,178       107,522
Total assets                                                 693,060       701,703     711,171         657,350       687,180
Total current liabilities, less current
        maturities of long-term debt                          45,632        52,069      62,877          51,542        53,380
Total debt, including current maturities                     418,345       483,369     522,771         494,635       731,467
Stockholders' equity                                        $ 72,344      $(3,879)  $ (36,198)      $ (55,726)    $(207,383)

------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       19
<PAGE>


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

(1)  In 1999,  the Company  changed  its fiscal  year from a calendar  year to a
     52/53 week fiscal year ending generally on the closest Sunday to the end of
     the calendar  year. As a result of this change,  the Company's  fiscal year
     ended December 26, 1999  consisted of 360 days.  The Company's  fiscal year
     ended December 31, 2000 consisted of 53 weeks.

(2)  Certain operating expenses related to certain of the Company's acquisitions
     have  been  reclassified  in 2002  and  2003 to  conform  to the  Company's
     financial  presentation.  The  reclassification  had  no  impact  on  total
     operating expenses, operating income, EBITDA or net income.

(3)  EBITDA is defined by the Company as  operating  income  plus  depreciation,
     amortization  and other non-cash,  special or non-recurring  charges.  Free
     cash flow is defined as EBITDA  minus  capital  expenditures,  interest and
     cash income  taxes.  The  Company's  cash  income  taxes prior to 2001 were
     reduced  substantially as a result of the utilization of net operating loss
     carryforwards. EBITDA and free cash flow 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 in the United  States  ("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 and free cash flow are standard  measures
     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  and  capitalization  relative  to  other
     companies in the  industry and to provide an analysis of operating  results
     using certain  principal  measures  utilized by Journal Register  Company's
     chief  operating  decision  makers to measure  the  operating  results  and
     performance  of the  Company  and its field  operations.  However,  not all
     companies  calculate  EBITDA  and free  cash flow  using the same  methods;
     therefore, the EBITDA and free cash flow figures set forth above may not be
     comparable  to  EBITDA  and free  cash flow  reported  by other  companies.
     Certain  covenants  contained in the Company's  Credit  Agreement are based
     upon  EBITDA.  See  "Management's  Discussion  and  Analysis  of  Financial
     Condition and Results of Operations."  EBITDA Margin is the ratio of EBITDA
     to Total  Revenues.  Free  cash  flow per  share is  calculated  using  the
     weighted-average shares outstanding on a fully diluted basis.

     See  "Management's  Discussion  and  Analysis of  Financial  Condition  and
     Results  of  Operations  -  Reconciliation  of Certain  Non-GAAP  Financial
     Measures" for a reconciliation of non-GAAP  financial measures used in this
     report to the most directly comparable GAAP financial measures.

(4)  Capital  expenditures,  excluding  capitalized  interest,  related  to  the
     Company's  Philadelphia  printing  facility  (Journal Register Offset) were
     $22.8  million,  $10.8 million and $1.8 million in fiscal years 2001,  2000
     and  1999,  respectively.  Capitalized  interest  associated  with  Journal
     Register Offset was $1.3 million in fiscal year 2001 and $601,000 in fiscal
     year 2000. Journal Register Offset began operating in December 2001.


                                       20
<PAGE>


ITEM 7.  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  principal  business is  publishing  newspapers in the United
States,  and its publications  are primarily daily and non-daily  newspapers and
similar  publications.   The  Company's  revenues  are  derived  primarily  from
advertising, paid circulation and commercial printing.

     As of December 28, 2003, the Company owned and operated 23 daily newspapers
and 236 non-daily publications  strategically clustered in six geographic areas:
Greater Philadelphia;  Connecticut;  Greater Cleveland; Central New England; and
the  Capital-Saratoga  and  Mid-Hudson  regions of New York.  As of December 28,
2003,  the Company had total paid daily  circulation of  approximately  534,000,
total paid Sunday  circulation  of  approximately  521,000  and total  non-daily
distribution of approximately 3.7 million.

     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.

     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   that  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.

     The Company is a leader in the newspaper industry in executing a clustering
strategy.  The Company believes that its clustering strategy creates significant
synergies  and cost savings  within each  cluster,  including  cross-selling  of
advertising,   centralized   news  gathering  and   consolidation  of  printing,
production  and back office  activities.  The  Company  also  believes  that its
clustering  strategy  enables  it to improve  print  quality  and  distribution,
introduce  new  products and  services in a  cost-effective  manner and increase
readership. In addition,  clustering enables the Company's advertisers to expand
their reach and target their message both geographically and demographically.

     The Company's revenues are derived from advertising (73.6 percent of fiscal
year  2003  revenues),  paid  circulation  (22.2  percent  of  fiscal  year 2003
revenues),  including single copy sales and  subscription  sales, and commercial
printing  and other  activities  (4.2  percent  of fiscal  year 2003  revenues).
Advertising   revenues  are   comprised  of  three  basic   categories:   retail
(approximately 55 percent of fiscal year 2003 advertising revenues),  classified
(approximately 40 percent of fiscal year 2003 advertising revenues) and national
(approximately  5  percent  of  fiscal  year  2003  advertising  revenues).  The
Company's  advertiser base is predominantly local. The Company's newspapers seek
to produce desirable results for local advertisers by targeting readers based on
certain  geographic  and  demographic  characteristics.  The  Company  seeks  to
increase  readership,  and  thereby  generate  traffic for its  advertisers,  by
focusing on high product quality, compelling and often proprietary local content
and creative and interactive promotions.

     The  Company's  advertising  revenues  for  fiscal  year 2003 were  derived
primarily  from a  broad  group  of  local  advertisers.  No  single  advertiser
accounted  for more than one  percent of the  Company's  total  fiscal year 2003
revenues.  The Company's  management believes that its advertising revenues tend
to be relatively  stable  because its  newspapers  rely on a broad base of local
retail and local classified advertising, rather than the generally more volatile
national and major  account  advertising.  However,  the  Company's  advertising
revenues are susceptible to economic swings,  particularly those that affect the
local  economies  in the  markets  in which  the  Company  operates,  and can be
difficult to predict.

     In addition, the Company is committed to expanding its business through its
Internet  initiatives.  Online revenues are included in advertising revenues and
constituted  approximately 1.6 percent of total  advertising  revenues in fiscal
year 2003. The Company's online objective is to make its Websites,  all of which
are accessible  through  www.journalregister.com,  the  indispensable  source of
useful and reliable  community news,  sports and information in their markets by
making the Websites the local information  portal for their respective  markets.
The


                                       21
<PAGE>


Company  currently  operates 152 Websites,  which are  affiliated  with the
Company's daily newspapers and non-daily publications.

     The  Company  promotes  single  copy  sales of its  newspapers  because  it
believes that such sales have even higher  readership than  subscription  sales,
and that  single copy  readers  tend to be more  active  consumers  of goods and
services,  as indicated by an NAA study. Single copy sales also tend to generate
higher profit margins than  subscription  sales,  as single copy sales generally
have higher per unit prices and lower distribution  costs.  Subscription  sales,
which provide  readers with the  convenience of home delivery,  are an important
component of the Company's circulation base. The Company also publishes numerous
special sections and niche and special interest publications.  Such publications
tend to increase  readership within targeted  demographic  groups and geographic
areas. The Company's  management  believes that as a result of these strategies,
its newspapers represent an attractive and cost-effective medium for its readers
and advertisers.

     In 1999, the Company elected to change its fiscal year from a calendar year
end to a fiscal year  generally  ending on the Sunday  closest to the end of the
calendar year. Accordingly,  the Company's recent fiscal years ended on December
28, 2003, December 29, 2002, and December 30, 2001.

ACQUISITIONS AND DISPOSITIONS

     From  September  1993  through  January  2004,  the  Company   successfully
completed  27  strategic  acquisitions,   acquiring  14  daily  newspapers,  194
non-daily publications and four commercial printing companies.

     On January 28, 2004, the Company  completed the acquisition of O JORNAL,  a
weekly Portuguese-language  newspaper based in Fall River,  Massachusetts,  with
circulation  of  approximately  14,300  serving  more  than  30  communities  in
Massachusetts and Rhode Island.

     On November 17, 2003, the Company  completed the  acquisition of the assets
of  THE  NORTH   ATTLEBOROUGH   FREE   PRESS,   based  in  North   Attleborough,
Massachusetts.  This  acquisition  included  a weekly  newspaper  serving  North
Attleborough,  Attleboro Falls and certain  neighboring  communities,  including
Plainville, South Attleboro and Attleboro.

     On March 18, 2002, the Company  completed the  acquisition of the assets of
News Gleaner Publications, Inc. and Big Impressions Web Printing, Inc., based in
Northeast  Philadelphia,  Pennsylvania.  This acquisition  included eight weekly
newspapers serving Northeast  Philadelphia,  seven monthly  publications serving
Montgomery County,  Pennsylvania,  and a commercial printing operation. On March
22, 2002,  the Company  completed  the  acquisition  of the assets of the Essex,
Connecticut-based  Hull  Publishing,  Inc.  This  acquisition  included a weekly
newspaper and two annual  magazines.  On October 14, 2002, the Company completed
the  acquisition  of County  Press  Publications,  which  included  seven weekly
newspapers serving Delaware County, Pennsylvania.

     On  January  31,  2001,  the  Company  completed  the  acquisition  of  the
Pennsylvania  and New Jersey  newspaper  operations from  Chesapeake  Publishing
Corporation,  which  included 13 non-daily  publications.  On June 7, 2001,  the
Company  completed the  acquisition of Montgomery  Newspaper  Group's  community
newspaper and magazine operations, a group of 24 non-daily publications based in
Fort Washington,  Pennsylvania,  from Metroweek Corporation.  On August 1, 2001,
the  Company  completed  the  acquisition  of the assets of Roe Jan  Independent
Publishing,  Inc., which is based in Hillsdale,  New York. Roe Jan publishes two
non-daily  publications.  On  September  14,  2001,  the Company  completed  the
acquisition of THE REPORTER, a daily newspaper based in Lansdale,  Pennsylvania.
On October 25, 2001,  the Company  completed the  acquisition  of THE LITCHFIELD
COUNTY  TIMES,  a weekly  newspaper  based  in New  Milford,  Connecticut.  This
acquisition  also included  three  lifestyle  magazines  serving  Litchfield and
Fairfield counties in Connecticut, and Westchester County, New York.

     The Company sold two daily newspapers and a commercial  printing  operation
in the southern part of central Ohio on January 31, 2001.  The Company also sold
its operations in the Greater St. Louis area in two  transactions  in August and
October of 2000.


                                       22
<PAGE>


RESULTS OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 28, 2003 COMPARED TO FISCAL YEAR ENDED
DECEMBER 29, 2002

     FOR COMPARISON  PURPOSES,  WHERE NOTED,  THE COMPANY'S FISCAL YEAR 2003 AND
2002 RESULTS ARE PRESENTED ON A SAME-STORE  BASIS,  WHICH EXCLUDES THE COMPANY'S
ACQUISITIONS COMPLETED IN 2003 AND 2002.

     SUMMARY.  Net income for the fiscal year ended  December 28, 2003  ("fiscal
year 2003") was $72.0 million,  or $1.72 per diluted share, as compared to $49.2
million, or $1.16 per diluted share, for the fiscal year ended December 29, 2002
("fiscal  year 2002").  Excluding the reversal of certain tax accruals in fiscal
year 2003 and in fiscal year 2002,  which  increased net income by $22.8 million
in fiscal year 2003 and $1.2  million in fiscal year 2002,  as well as a special
charge of approximately  $553,000 (net of related tax effect) recorded in fiscal
year 2003 related to a potential acquisition that was not consummated,  earnings
for fiscal year 2003 were $49.8 million, or $1.19 per diluted share, as compared
to $48.1 million,  or $1.14 per diluted share, for fiscal year 2002, an increase
in earnings per diluted share of 4.8 percent.

     REVENUES.  The Company's  reported  revenues were $406.0 million for fiscal
year 2003 as compared to $407.8 million for fiscal year 2002. Newspaper revenues
for  fiscal  year  2003  as   compared  to  the  prior  year  period   increased
approximately $840,000, or 0.2 percent,  primarily as a result of an increase in
advertising  revenues of $1.9  million,  or 0.6 percent,  partially  offset by a
decline in circulation revenues of $1.1 million, or 1.2 percent. The decrease in
circulation  revenues was impacted by harsh winter  weather in the first quarter
and at the end of fiscal year 2003.  Online revenues for fiscal year 2003, which
are included in  advertising  revenues,  were  approximately  $4.7  million,  an
increase of  approximately  19.4  percent as compared to the prior year  period.
Commercial  printing  and other  revenues  for fiscal year 2003  decreased  $2.6
million, or 13.3 percent, to $17.0 million as compared to the prior year period,
and represented  approximately 4.2 percent of the Company's  revenues for fiscal
year 2003.

     The following table sets forth the Company's total advertising revenues, by
category, for fiscal years 2003 and 2002:

<TABLE>
<CAPTION>
<S>                                                      <C>                    <C>                <C>
                                                                         FISCAL YEAR ENDED
                                                 -------------------------------------------------------------------
     (DOLLARS IN THOUSANDS)                              DEC. 28,             DEC. 29,           INCREASE/
                                                             2003                 2002           (DECREASE)
     ---------------------------------------------------------------------------------------------------------------
     Local                                               $ 164,882           $ 164,012              0.5%
     Classified                                            119,591             117,757              1.6 %
     National                                               14,513              15,287             (5.1)%
     ---------------------------------------------------------------------------------------------------------------
        Total advertising revenues                       $ 298,986            $297,056              0.6 %
     ===============================================================================================================
</TABLE>

     SAME-STORE  NEWSPAPER  REVENUES.  On a same-store  basis,  total  newspaper
revenues  for fiscal  year 2003  decreased  0.4 percent to $383.2  million  from
$384.8 million in fiscal year 2002.  Same-store  advertising revenues for fiscal
year 2003 were $293.5  million,  or basically even with  same-store  advertising
revenues  of $293.7  million in fiscal  year 2002,  primarily  as a result of an
increase in  classified  advertising  revenues of 1.2  percent,  offset by a 0.6
percent  decrease in retail  advertising  revenues and a 5.1 percent decrease in
national advertising revenues, in each case as compared to fiscal year 2002. The
increase in  classified  advertising  revenues  during fiscal year 2003 resulted
from a 13.9 percent  increase in classified  real estate  advertising  revenues,
partially offset by a 2.2 percent decrease in classified automotive  advertising
revenues  and a decline in  classified  employment  advertising  revenues of 8.7
percent.  Classified  employment  advertising  revenues  improved  significantly
during the second half of fiscal year 2003, and were positive during each period
of the fourth quarter.  Same-store  circulation revenues,  impacted by the harsh
winter weather,  decreased 1.4 percent in fiscal year 2003 to $89.7 million from
$91.0 million in fiscal year 2002.  Recent  changes in  telemarketing  rules and
regulations  may impact the ability of the Company to solicit new subscribers as
well as the cost of such solicitation.

     SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefit expenses were
38.3 percent of the Company's  total revenues for fiscal year 2003,  compared to
36.9 percent for fiscal year 2002. Salaries and employee benefits increased $4.7
million, or 3.1 percent, in fiscal year 2003 to $155.4 million, principally as a
result of an increase  in pension  costs,  as well as  additional  salaries  and
benefits  associated with the Company's 2002 and 2003  acquisitions.  Same-store
salaries and employee benefits increased $4.0 million, or 2.7 percent, primarily
due to an increase in pension costs.


                                       23
<PAGE>


     NEWSPRINT,  INK AND PRINTING CHARGES. For fiscal year 2003, newsprint,  ink
and printing charges were 7.7 percent of the Company's revenues,  as compared to
7.9 percent for fiscal year 2002. Newsprint,  ink and printing charges decreased
$0.8 million, or 2.6 percent,  for fiscal year 2003 to $31.2 million as compared
to the prior  year,  due  principally  to a decrease in  newsprint  consumption,
partially  offset by an  increase in  newsprint  prices of  approximately  eight
percent.  On a same-store basis,  newsprint,  ink and printing charges decreased
approximately  $1.4  million,  or 4.4  percent,  primarily  due to a decrease in
newsprint consumption, partially offset by an increase in newsprint prices.

     SELLING,  GENERAL AND ADMINISTRATIVE.  Selling,  general and administrative
expenses were 12.8 percent and 13.0 percent of the Company's revenues for fiscal
years 2003 and 2002, respectively. Selling, general, and administrative expenses
decreased $1.0 million, or 2.0 percent, for fiscal year 2003 to $51.9 million as
compared to the prior year,  primarily  due to a reduction in bad debt  expense,
resulting  from  increased  monitoring  and  improved  collections  of  accounts
receivable,  as well as lower professional  fees,  partially offset by increased
general insurance costs and additional selling, general and administrative costs
associated with the Company's 2002 and 2003 acquisitions. On a same-store basis,
selling, general and administrative expenses for fiscal year 2003 decreased $1.2
million,  or 2.4  percent,  principally  as a result of a reduction  in bad debt
expense and professional  fees,  partially offset by increased general insurance
costs.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expenses were
3.8 percent and 3.7 percent of the Company's  revenues for fiscal years 2003 and
2002,  respectively.  Depreciation  and  amortization  expenses  increased  $0.5
million,  or 3.5 percent,  to $15.4  million for fiscal year 2003 as compared to
fiscal year 2002. This increase was primarily due to an increase in depreciation
related to recent capital expenditures.

     OTHER  EXPENSES.  Other  expenses were 14.4 percent and 13.9 percent of the
Company's revenues for fiscal year 2003 and 2002,  respectively.  Other expenses
increased 2.6 percent to $58.3 million in fiscal year 2003 from $56.9 million in
fiscal year 2002, primarily as a result of increased  circulation expenses. On a
same-store basis,  other expenses increased  approximately $1.2 million,  or 2.1
percent.

     OPERATING INCOME.  Operating income decreased $6.6 million, or 6.6 percent,
for fiscal year 2003 to $93.7  million as  compared to $100.3  million in fiscal
year 2002 primarily due to the items described above.

     NET INTEREST  EXPENSE AND OTHER.  Net interest  expense and other decreased
$8.1 million,  or 34.0 percent,  from $23.7 million in fiscal year 2002 to $15.6
million in fiscal year 2003.  This decrease was due to lower  interest  expense,
which  resulted  from lower  interest  rates and a  reduction  in the  Company's
weighted average debt outstanding  during fiscal year 2003 as compared to fiscal
year 2002, partially offset by an $850,000 special charge (excluding related tax
benefit)  incurred  in  connection  with a  potential  acquisition  that was not
consummated.

     PROVISION  FOR INCOME  TAXES.  The  Company's  effective  tax rate was 37.0
percent for fiscal  year 2003 as compared to 37.3  percent for fiscal year 2002,
excluding  the  reversal  in each  year  of  certain  tax  accruals  which  were
determined  to no longer be  required.  Primarily as a result of certain tax law
changes,  the Company  currently  expects that its effective tax rate for fiscal
year 2004 will be approximately 39 percent.

     OTHER  INFORMATION.  EBITDA  for  fiscal  year 2003 was  $109.2  million as
compared  to $115.3  million  for  fiscal  year  2002.  Free cash flow was $58.9
million,  or $1.41 per diluted share,  for fiscal year 2003 as compared to $61.6
million,  or $1.46 per diluted share, for fiscal year 2002. See  "Reconciliation
of Certain Non-GAAP  Financial  Measures" below for more  information  regarding
non-GAAP financial measures and a reconciliation of EBITDA and free cash flow to
net income.

FISCAL YEAR ENDED DECEMBER 29, 2002 COMPARED TO FISCAL YEAR ENDED
DECEMBER 30, 2001

         FOR COMPARISON PURPOSES, WHERE NOTED, THE COMPANY'S FISCAL YEAR 2002
AND 2001 RESULTS ARE PRESENTED ON A SAME-STORE BASIS, WHICH EXCLUDES THE RESULTS
OF THE OHIO NEWSPAPERS SOLD IN 2001 AND THE COMPANY'S ACQUISITIONS COMPLETED IN
2002 AND 2001.

         SUMMARY. Net income for fiscal year 2002 was $49.2 million, or $1.16
per diluted share, as compared to $78.1 million, or $1.83 per diluted share, for
the year ended December 30, 2001 ("fiscal year 2001"). Excluding the gain on the
sale of the Company's two Ohio properties in fiscal year 2001, the reversal of
certain tax accruals in fiscal years 2002 and 2001, and the elimination of
goodwill amortization as if SFAS No. 142 had been adopted on


                                       24
<PAGE>


January 1, 2001,  earnings for fiscal year 2002 were $1.14 per diluted  share as
compared to $1.03 per diluted share for fiscal year 2001.

     REVENUES.  The Company's  reported  revenues were $407.8 million for fiscal
year 2002 as compared to $394.4  million for fiscal year 2001.  The increase was
mainly due to acquisitions.  Newspaper revenues for fiscal year 2002 as compared
to the prior year period increased $12.6 million, or 3.4 percent, primarily as a
result of an increase in advertising  revenues of $9.2 million,  or 3.2 percent,
an increase in  circulation  revenues of $3.4  million,  or 3.9 percent,  and an
increase in  commercial  printing  revenues of  approximately  $766,000,  or 4.1
percent. Online revenues, which are included in advertising revenues,  increased
approximately  12.8  percent to $4.0  million in fiscal year 2002 as compared to
fiscal year 2001.

     The following table sets forth the Company's total advertising revenues, by
category, for the fiscal years ended December 29, 2002, and December 30, 2001:

<TABLE>
<CAPTION>
<S>                                                      <C>                    <C>                <C>
                                                                         FISCAL YEAR ENDED
                                                 -------------------------------------------------------------------
     (DOLLARS IN THOUSANDS)                              DEC. 29,             DEC. 30,           INCREASE/
                                                            2002                  2001           (DECREASE)
     ---------------------------------------------------------------------------------------------------------------
     Local                                                $164,012             $ 154,638              6.1%
     Classified                                            117,757               117,585              0.1%
     National                                               15,287                15,636             (2.2)%
     ---------------------------------------------------------------------------------------------------------------
        Total advertising revenues                        $297,056             $ 287,859              3.2%
     ===============================================================================================================
</TABLE>

     SAME-STORE  NEWSPAPER  REVENUES.  On a same-store  basis,  total  newspaper
revenues  for fiscal  year 2002  decreased  1.0 percent to $354.2  million  from
$357.6 million in fiscal year 2001.  Same-store  advertising revenues for fiscal
year 2002 were  $268.2  million,  a  decrease  of 1.6  percent  from  same-store
advertising  revenues  of $272.7  million in fiscal  year 2001,  primarily  as a
result of an increase in retail advertising revenues of 0.1 percent, offset by a
3.7  percent  decrease  in  classified  advertising  revenues  and a 2.4 percent
decrease in national  advertising  revenues,  in each case as compared to fiscal
year 2001. The decrease in classified  advertising  revenues  during fiscal year
2002 resulted from a 9.7 percent increase in classified real estate  advertising
revenues  and  a 7.8  percent  increase  in  classified  automotive  advertising
revenues, offset by a 20.3 percent decrease in classified employment advertising
revenues.  Same-store  circulation revenues increased 1.2 percent in fiscal year
2002 to $86.0 million from $84.9 million in fiscal year 2001.

     SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefit expenses were
36.9 percent of the  Company's  revenues for fiscal year 2002,  compared to 35.6
percent for fiscal year 2001.  Salaries and employee  benefits  increased  $10.1
million,  or 7.2  percent,  in fiscal  year 2002 to $150.6  million.  Same-store
salaries and employee benefits increased $1.8 million, or 1.4 percent, primarily
due to increased pension and medical benefit costs.

     NEWSPRINT,  INK AND PRINTING CHARGES. For fiscal year 2002, newsprint,  ink
and printing charges were 7.9 percent of the Company's revenues,  as compared to
9.6 percent for fiscal year 2001. Newsprint,  ink and printing charges decreased
$5.7 million, or 15.2 percent, for fiscal year 2002 to $32.0 million principally
due to a decrease in newsprint  prices of  approximately  22 percent,  partially
offset  by an  increase  in  newsprint  consumption  related  primarily  to  the
Company's  acquisitions.  On a  same-store  basis,  newsprint,  ink and printing
charges decreased approximately $9.3 million, or 26.0 percent,  primarily due to
a decrease in newsprint  expense  which  resulted from the decrease in newsprint
prices  and a  decrease  in  newsprint  consumption  on a  same-store  basis  of
approximately one percent.

     SELLING,  GENERAL AND ADMINISTRATIVE.  Selling,  general and administrative
expenses were 13.0 percent and 12.1 percent of the Company's revenues for fiscal
years 2002 and 2001, respectively. Selling, general, and administrative expenses
increased $5.2 million,  or 10.8 percent,  for fiscal year 2002 to $53.0 million
as compared to the prior year,  primarily due to  acquisitions.  On a same-store
basis,  selling,  general  and  administrative  expenses  for  fiscal  year 2002
increased  $1.7 million,  or 3.7 percent,  principally  as a result of increased
general insurance costs.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expenses were
3.7 percent and 6.7 percent of the Company's  revenues for fiscal years 2002 and
2001,  respectively.  Depreciation  and  amortization  expenses  decreased $11.4
million,  or 43.3 percent,  to $14.9 million for fiscal year 2002 as compared to
fiscal year 2001. This decrease was primarily due to the  implementation of SFAS
No. 142, which was implemented in the beginning of


                                       25
<PAGE>


fiscal   year  2002  and   eliminated   the   amortization   of   goodwill   and
indefinite-lived  intangible  assets,  resulting in a reduction in  amortization
expense of approximately  $12 million for fiscal year 2002,  partially offset by
increased  depreciation  related  to  capital  expenditures,   particularly  the
Company's   Journal   Register  Offset   production   facility  in  its  Greater
Philadelphia Cluster.

     OTHER  EXPENSES.  Other expenses  increased to $56.9 million in fiscal year
2002  from  $53.5  million  for  fiscal year  2001,  primarily  as a  result  of
acquisitions.  On a same-store  basis,  other expenses  increased  approximately
$428,000, or 0.8 percent, to $51.1 million.

     OPERATING  INCOME.  Operating  income  increased  $11.8  million,  or  13.3
percent,  for fiscal year 2002 to $100.3 million as compared to $88.5 million in
fiscal  year  2001  primarily  due  to the  reduction  in  amortization  expense
resulting from the implementation of SFAS No. 142 and the items described above.

     NET INTEREST  EXPENSE AND OTHER.  Net interest  expense and other decreased
$6.8 million,  or 22.3 percent,  from $30.5 million in fiscal year 2001 to $23.7
million in fiscal year 2002.  This decrease was due to lower  interest  expense,
which  resulted  from lower  interest  rates and a  reduction  in the  Company's
weighted average debt outstanding  during fiscal year 2002 as compared to fiscal
year 2001.

     PROVISION  FOR INCOME  TAXES.  The  Company's  effective  tax rate was 37.3
percent for fiscal  year 2002 as compared to 38.9  percent for fiscal year 2001,
excluding  the  reversals  of  certain  tax  accruals  in each year  which  were
determined to no longer be required and excluding the effect of the gain on sale
of newspaper  properties in fiscal year 2001.  The decrease in the effective tax
rate for fiscal  year 2002 as  compared  to fiscal  year 2001 is  principally  a
result of the adoption of SFAS No. 142 at the beginning of fiscal year 2002.

     OTHER  INFORMATION.  EBITDA  for  fiscal  year 2002 was  $115.3  million as
compared  to $114.9  million  for  fiscal  year  2001.  Free cash flow was $61.6
million,  or $1.46 per diluted share,  for fiscal year 2002 as compared to $57.1
million,  or $1.34 per diluted share, for fiscal year 2001. See  "Reconciliation
of Certain Non-GAAP  Financial  Measures" below for more  information  regarding
non-GAAP financial measures and a reconciliation of EBITDA and free cash flow to
net income.  During  fiscal year 2002,  the Company  made a $10.9  million  cash
contribution ($6.9 million after tax) to its defined benefit pension plans.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  operations have historically  generated strong positive cash
flow. The Company  believes that cash flows from operations,  future  borrowings
and its ability to issue  securities  will be  sufficient  to fund its operating
needs, capital expenditure  requirements and long-term debt obligations and will
provide it with the  flexibility to finance its  acquisition  strategy and share
repurchase program.

         The following table sets forth information with respect to the
Company's cash flows for fiscal years 2003, 2002 and 2001:

                                            FISCAL YEAR ENDED
                         -------------------------------------------------------
  (DOLLARS IN THOUSANDS)    DEC. 28, 2003     DEC. 29, 2002      DEC. 30, 2001
  ------------------------------------------------------------------------------
  Operating activities        $ 81,411          $ 58,964           $  77,666
  Investing activities        $(15,551)         $(21,322)          $ (58,107)
  Financing activities        $(65,862)         $(37,719)          $ (25,944)
  ------------------------------------------------------------------------------

     CASH FLOWS FROM  OPERATING  ACTIVITIES.  Net cash provided  from  operating
activities  was $81.4  million for fiscal year 2003 as compared to $59.0 million
in the prior year.  Current  assets were $58.1 million and current  liabilities,
excluding  $37.9  million of current  maturities of long-term  debt,  were $45.6
million as of December 28, 2003. The outstanding balance on the Revolving Credit
Facility, in accordance with its terms, is classified as a long-term liability.

     CASH FLOWS FROM INVESTING  ACTIVITIES.  For fiscal year 2003, net cash used
in investing activities was $15.6 million.  Cash used in investing activities in
2003 was for funding the Company's acquisitions and for investments in property,
plant and equipment.


                                       26
<PAGE>


     The Company has a capital  expenditure program of approximately $16 million
in place for 2004, which includes spending on buildings;  technology,  including
prepress and  business  systems,  computer  hardware  and  software;  machinery;
equipment; and vehicles. The Company believes its capital expenditure program is
sufficient to maintain or improve 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 $65.9  million in fiscal year 2003 as  compared  to $37.7  million in fiscal
year 2002. The increase in net cash used in financing  activities in fiscal year
2003 is due  primarily to a net decrease in long-term  debt of $65.0  million in
fiscal year 2003 as compared to a net  decrease of $39.4  million in fiscal year
2002. In addition,  cash used for share  repurchases  increased  $7.8 million in
fiscal year 2003 as compared to fiscal year 2002, which was largely offset by an
increase of $5.3 million in cash  proceeds  received  from the exercise of stock
options in fiscal year 2003 as compared to fiscal year 2002.

     During  fiscal year 2003,  the Company  repurchased  520,100  shares of its
Common Stock in the open market at a cost of  approximately  $7.9  million.  The
Company's  Board of Directors has  authorized  the use of up to $100 million per
year for the repurchase of the Company's Common Stock.

     DEBT AND DERIVATIVE ACTIVITY.  On July 15, 1998, the Company entered into a
credit  agreement  (the  "Credit  Agreement")  with a group of banks  and  other
financial institutions, led by The Chase Manhattan Bank (the predecessor to J.P.
Morgan  Chase & Co.) as  administrative  agent for the lenders  thereunder.  The
Credit Agreement  originally  provided for $500 million in Term Loans and a $400
million  Revolving Credit Facility.  The proceeds from the Credit Agreement were
used to repay  amounts  outstanding  under the prior  senior  facilities  and to
purchase the Pennsylvania, New York and Ohio newspaper businesses of The Goodson
Newspaper  Group for  approximately  $300  million.  The Credit  Agreement  also
provides for an uncommitted,  multiple draw term loan facility (the "Incremental
Facility")  in  the  amount  of  up  to  $500  million,   as  permitted  by  the
administrative  agent,  to be repaid  under  conditions  set forth in the Credit
Agreement.  To  date,  the  Company  has  not  made  any  borrowings  under  the
Incremental Facility.

     The Term Loans mature on March 31, 2006 and  September  30,  2006,  and the
Revolving  Credit  Facility  matures  on March  31,  2006.  The Term  Loans  are
repayable in quarterly installments and the availability of the Revolving Credit
Facility is subject to certain  quarterly  reductions that commenced in 2002. In
addition,  under the terms of the Company's Credit Agreement,  net proceeds,  as
defined in the Credit Agreement,  from the sale of newspaper  properties,  which
are not reinvested within 365 days must be used to prepay debt.

     The amounts  outstanding  under the Credit Agreement bear interest at (i) 1
3/4 percent to 1/2 percent  above LIBOR (as defined in the Credit  Agreement) or
(ii) up to 1/2 percent above the higher of (a) the Prime Rate (as defined in the
Credit Agreement) or (b) 1/2 percent 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 the trailing  four  quarters  Cash Flow (as
defined in the Credit  Agreement)  and are reduced as such ratio  declines.  The
estimated  fair  value  of  the  Term  Loans  and  Revolving   Credit   Facility
approximates their carrying value.

     An annual commitment fee is incurred on the average daily unused portion of
the Revolving Credit  Facility,  payable  quarterly in arrears,  at a percentage
that  varies  from  0.375  percent  to  0.25  percent  based  on  the  quarterly
calculation of the Total Leverage Ratio (as defined in the Credit Agreement). At
December 28, 2003, the Company's commitment fee was 0.25 percent.

     The terms of the Credit  Agreement  require the Company to maintain certain
Interest  Rate  Protection  Agreements  ("IRPAs")  on a portion of its debt,  to
reduce  the  potential  exposure  of the  Company's  future  cash  flows  due to
fluctuations  in  variable  interest  rates.  The  minimum   requirement  varies
depending  on the  Company's  Total  Leverage  Ratio (as  defined  in the Credit
Agreement).

     Pursuant to the terms of the Credit  Agreement,  the Company  entered  into
certain  interest rate collar  hedges ("the  Collars") on November 9, 2001 which
became  effective on October 29, 2002.  The Collars  establish an interest  rate
ceiling  ("CAP") and an interest rate floor.  The CAP on the Company's  collars,
which  became  effective  on October  29,  2002,  is 6.0  percent  and the floor
averages  approximately  2.66  percent.  These  rates are based  upon the 90-day
LIBOR.  In the event 90-day LIBOR exceeds 6.0 percent,  the Company will receive
cash from the  issuers to  compensate  for the rate in excess of the 6.0 percent
CAP. If the 90-day LIBOR is lower than 2.66  percent,  the Company will pay cash
to the issuers to compensate  for the rate below the floor.  The Collars,  which
began at a


                                       27
<PAGE>


notional amount of $170 million, amortize over two years to a notional aggregate
amount of $135 million and  terminate on October 29, 2004.  On October 10, 2002,
the  Company  entered  into  additional   interest  rate  collars   ("Additional
Collars").  The effective date of the  Additional  Collars was January 29, 2003.
The  Additional  Collars are for a notional  aggregate  amount of $150  million,
which does not amortize over its two-year term. Similar to the existing Collars,
the  Additional  Collars  establish  an  interest  rate  ceiling  ("CAP") and an
interest rate floor.  The CAP on the  Additional  Collars is 4.0 percent and the
floor averages  approximately 1.54 percent.  These rates are also based upon the
90-day LIBOR.  In the event that 90-day LIBOR  exceeds 4.0 percent,  the Company
will receive cash from the issuers to  compensate  for the rate in excess of the
4.0 percent  CAP. If the 90-day  LIBOR is lower than 1.54  percent,  the Company
will pay cash to the issuers to  compensate  for the rate below the floor.  From
time to time the Company  may enter into  additional  IRPAs.  Each IRPA has been
designated for all or a portion of the principal  balance and term of a specific
debt obligation.

     The IRPAs were fully effective in hedging the changes in cash flows related
to  specific  debt  obligations  during  fiscal  years 2003 and 2002.  The total
deferred loss reported in other comprehensive income as of December 28, 2003 and
December 29, 2002 was approximately $1.5 million and $3.4 million,  respectively
(net of $1.0 and $1.8 million of deferred taxes, respectively).

     The Company's weighted-average effective interest rate for fiscal year 2003
was approximately 3.2 percent.  This interest rate includes the effect of a $2.6
million pre-tax expense realized and reported as a component of interest expense
for the IRPAs in place during fiscal year 2003.

     CONTRACTUAL  OBLIGATIONS  AND  COMMITMENTS.  As of December 28,  2003,  the
Company had outstanding indebtedness under the Credit Agreement, due and payable
in  installments  through 2006, of $418.3  million,  of which $117.2 million was
outstanding   under  the  Revolving  Credit  Facility  and  $301.1  million  was
outstanding  under the Term Loans.  In addition,  the Company had  approximately
$195.3 million of unused  Revolving  Credit Facility funds,  with  approximately
$131.5  million  available  at December  28,  2003  pursuant to the terms of the
Credit  Agreement.  The remaining  aggregate  maturities  payable under the Term
Loans are as follows (dollars in thousands):

             2004.........................................$37,853
             2005......................................... 86,875
             2006.........................................176,417

     The Revolving  Credit Facility is available  until March 31, 2006.  Initial
availability  was $400  million and has been and will  continue to be reduced by
equal consecutive quarterly  reductions,  commencing on June 30, 2002 and ending
on March 31, 2006, in an aggregate amount for each remaining twelve-month period
commencing on the dates set forth below,  equal to the amount set forth opposite
such date (dollars in thousands):

            June 30, 2002.................................$55,000
            June 30, 2003................................. 65,000
            June 30, 2004.................................100,000
            June 30, 2005.................................180,000

         The Term Loans and Revolving Credit Facility are secured by
substantially all of the assets of the Company and the common stock and assets
of the Company's subsidiaries. The Term Loans and Revolving Credit Facility
require compliance with certain covenants, which require, among other things,
maintenance of certain financial ratios, which may restrict among other things,
the Company's ability to declare dividends, repurchase Company stock, incur
additional indebtedness, create liens, sell assets, consummate mergers and make
capital expenditures, investments and acquisitions. The Company is in compliance
with the financial covenants contained in the Credit Agreement, which is listed
as Exhibit 10.5 hereto.


                                       28
<PAGE>


     The Company's significant contractual obligations at December 28, 2003 were
as follows:

<TABLE>
<CAPTION>
<S>                                     <C>        <C>               <C>           <C>          <C>

                                                             PAYMENTS DUE BY PERIOD
                                     -----------------------------------------------------------------------
   (DOLLARS IN THOUSANDS)               TOTAL      LESS THAN 1       1 - 3         3 - 5        MORE THAN
                                                       YEAR          YEARS         YEARS         5 YEARS
   ---------------------------------------------------------------------------------------------------------
   CONTRACTUAL OBLIGATIONS:
   Long-term debt                     $418,345      $ 37,853       $380,492        $   -           $    -
   Operating lease obligations           7,471         2,027          2,738        1,537            1,169
   Capital lease obligations             1,129           453            594           82                -
   Purchase Obligations                    859           634            225
   ---------------------------------------------------------------------------------------------------------
      Total                           $427,804      $ 40,967       $384,049      $ 1,619          $ 1,169
   ---------------------------------------------------------------------------------------------------------
</TABLE>

         At December 28, 2003, except as set forth below, the Company maintained
no off-balance sheet financing arrangements.

<TABLE>
<CAPTION>
<S>                                     <C>        <C>               <C>           <C>          <C>

                                                             PAYMENTS DUE BY PERIOD
                                     -----------------------------------------------------------------------
                                                   LESS THAN 1       1 - 3         3 - 5        MORE THAN
    (DOLLARS IN THOUSANDS)              TOTAL          YEAR          YEARS         YEARS         5 YEARS
   ---------------------------------------------------------------------------------------------------------
   OTHER COMMERCIAL COMMITMENTS:
   Standby letters of credit (1)      $ 4,650       $ 4,650          $   -         $   -         $   -
   ---------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Required in connection with the Company's insurance program.

Inflation

     The Company's  results of operations and financial  condition have not been
significantly affected by inflation.  Subject to normal competitive  conditions,
the Company generally has been able to pass along rising costs through increased
advertising and circulation rates.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES


GENERAL

     The  Company's  discussion  and  analysis of its  financial  condition  and
results  of  operations  are based  upon the  Company's  consolidated  financial
statements,  which have been  prepared in  accordance  with  generally  accepted
accounting  principles in the United States.  The preparation of these financial
statements  requires the Company to make estimates and judgments that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure of  contingent  assets and  liabilities.  On an on-going  basis,  the
Company  evaluates  its  estimates,   including  those  related  to  bad  debts,
inventories,  investments,  remaining useful lives of long-lived assets,  income
taxes, pensions and other post-retirement benefits, as well as contingencies and
litigation.  The  Company  bases its  estimates  on  historical  experience  and
actuarial  studies and on other  assumptions  that are believed to be reasonable
and applicable under the circumstances,  the results of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily apparent from other sources.  The Company re-evaluates its estimates
on an on-going  basis.  Actual  results may differ  from these  estimates  under
different assumptions or conditions.

     The Company believes the following critical  accounting policies affect its
more  significant  judgments  and  estimates  used  in  the  preparation  of its
consolidated financial statements.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

     Accounts  receivable  consist  primarily of amounts due to the Company from
normal business  activities.  Allowances for doubtful  accounts are reserves for
the estimated  loss from the  inability of customers to make required  payments.
The Company uses historical  experience as well as current market information in
determining the estimate.  If the financial condition of the Company's customers
were to  deteriorate,  resulting  in an  impairment  of  their  ability  to make
payments, additional allowances may be required.


                                       29
<PAGE>


LONG-LIVED ASSETS

     Identifiable intangible assets, such as customer lists and covenants not to
compete,  are amortized on the straight-line  method over their estimated useful
lives  for  the  years  presented  in  the  Company's   consolidated   financial
statements. In addition, goodwill associated with the excess purchase price over
the fair value of assets acquired is currently reviewed for impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Under SFAS 142, goodwill and indefinite-lived intangible
assets are no longer amortized but are reviewed annually,  or more frequently if
required,  for impairment.  This asset impairment review assesses the fair value
of the  assets  based on the  future  cash  flows the  assets  are  expected  to
generate.  An impairment loss is recognized when estimated  undiscounted  future
cash  flows  expected  to  result  from the use of the asset  plus net  proceeds
expected from the  disposition  of the asset (if any) are less than the carrying
value of the asset.  This  approach uses  estimates  for future  market  growth,
forecasted  revenue and costs,  expected periods the assets will be utilized and
appropriate  discount rates.  Separable intangible assets that are not deemed to
have an indefinite life will continue to be amortized over their useful lives.

     The Company  adopted SFAS No. 142 at the  beginning of fiscal year 2002. If
the  provisions of SFAS No. 142 were applied to the  Company's  fiscal year 2001
results,  the  Company's   amortization  expense  would  have  been  reduced  by
approximately  $12 million  and,  correspondingly,  the  Company's  earnings per
diluted share would have increased by $0.23 per diluted share for 2001.

PENSION AND POST-RETIREMENT BENEFITS

     Pension and  post-retirement  benefit costs and credits are developed  from
actuarial valuations. Inherent in these valuations are key assumptions including
discount  rates and expected  return on plan assets.  The Company is required to
consider  current market  conditions,  including  changes in interest  rates, in
determining   these   assumptions.   Changes   in  the   related   pension   and
post-retirement  benefit costs or credits may occur in the future as a result of
fluctuations in the Company's headcount and changes in actuarial assumptions.

SELF-INSURANCE

     The  Company is  self-insured  for a portion of its  insurance  costs.  The
Company  analyzes  its  claims   experience  and  consults  with  actuaries  and
administrators in determining an adequate liability for self-insured claims.

LITIGATION

     The Company is involved in a number of litigation  matters that have arisen
in the ordinary  course of business.  The Company  believes  that the outcome of
these legal proceedings will not have a material adverse effect on the Company's
financial condition or results of operations.

REVENUE RECOGNITION

     Revenue is earned from the sale of advertising,  circulation and commercial
printing. Advertising revenues are recognized, net of agency commissions, in the
period  when  advertising  is  printed  or  placed  on the  Company's  Websites.
Circulation  revenues are  recognized  when  purchased  newspapers or other paid
publications  are  distributed.  Amounts  received from  customers in advance of
revenue recognition are deferred as liabilities.

NEW ACCOUNTING PRONOUNCEMENTS

     In January  2003,  the FASB  issued  Interpretation  46,  CONSOLIDATION  OF
VARIABLE   INTEREST   ENTITIES  -  AN   INTERPRETATION   OF  APB  NO.  51.  This
interpretation  provides  new  consolidation  accounting  guidance  for entities
involved with variable interest entities (VIE). This guidance requires a primary
beneficiary, defined as an entity which participates in either a majority of the
risks or rewards of such VIE, to consolidate the VIE. A VIE would not be subject
to this  interpretation if such entity has sufficient voting equity capital such
that  the  entity  is  able  to  finance  its  activities   without   additional
subordinated  financial  support from other  parties.  Interpretation  46 had no
effect on the Company's consolidated financial statements.


                                       30
<PAGE>


CERTAIN FACTORS WHICH MAY AFFECT THE COMPANY'S FUTURE PERFORMANCE

NEWSPAPER INDUSTRY COMPETITION

     The Company's business is concentrated in newspapers and other publications
located primarily in small metropolitan and suburban areas in the United States.
Revenues in the newspaper  industry  primarily  consist of advertising  and paid
circulation.  Competition for advertising and paid circulation comes from local,
regional and national  newspapers,  shopping guides,  television,  radio, direct
mail,  online services and other forms of communication  and advertising  media.
Competition for advertising  revenues is based largely upon advertiser  results,
readership,  advertising  rates,  demographics  and  circulation  levels;  while
competition  for circulation and readership is based largely upon the content of
the newspaper, its price and the effectiveness of its distribution.  Many of the
Company's  competitors are larger and have greater financial  resources than the
Company.

DEPENDENCE ON LOCAL ECONOMIES

     The Company's  advertising  revenues and, to a lesser  extent,  circulation
revenues are dependent on a variety of factors specific to the communities which
the Company's  newspapers serve.  These factors include,  among others, the size
and  demographic  characteristics  of  the  local  population,   local  economic
conditions in general, and the related retail segments in particular, as well as
local weather conditions.

CAPITALIZATION

As of December 28, 2003, the consolidated indebtedness of the Company was $418.3
million,  which  represents a multiple of 3.8 times the Company's  twelve months
trailing EBITDA of approximately  $109.2 million (see "Reconciliation of Certain
Non-GAAP  Financial  Measures").  As of December 28, 2003, the Company had a net
stockholders' equity of $72.3 million and total capitalization of $490.7 million
and, thus, the percentage of the Company's  indebtedness to total capitalization
was 85 percent.  The Company may incur  additional  indebtedness to, among other
things,  fund operations,  capital  expenditures,  future  acquisitions or share
repurchases.

     The  Company's   management   believes  that  cash  provided  by  operating
activities,  future  borrowings  and its  ability  to issue  securities  will be
sufficient to fund its  operations  and to meet payment  requirements  under its
Term Loans and the Revolving Credit Facility of the Credit Agreement. However, a
decline in cash  provided  by  operating  activities,  which  could  result from
factors beyond the Company's control,  such as unfavorable  economic conditions,
an overall  decline in  advertising  revenues or  increased  competition,  could
impair the Company's ability to service its debt. The Credit Agreement  requires
the maintenance of certain  financial  ratios and imposes certain  operating and
financial restrictions on the Company,  which may restrict,  among other things,
the Company's  ability to declare  dividends,  repurchase  Company stock,  incur
indebtedness,  create liens,  sell assets,  consummate  mergers and make capital
expenditures, investments and acquisitions.

ACQUISITION STRATEGY

     The Company has grown  through,  and  anticipates  that it will continue to
grow  through,  acquisitions  of daily  and  non-daily  newspapers  and  similar
publications.  Acquisitions may expose the Company to risks, including,  without
limitation,  diversion of  management's  attention,  assumption of  unidentified
liabilities  and  assimilation  of the  operations  and  personnel  of  acquired
businesses,  some or all of which  could have a material  adverse  effect on the
financial  condition or results of operations  of the Company.  Depending on the
value and nature of the consideration paid by the Company for acquisitions, such
acquisitions may have a dilutive impact on the Company's  earnings per share. In
making  acquisitions,  the Company  competes for acquisition  targets with other
companies,  many of which are larger and have greater  financial  resources than
the  Company.  There can be no assurance  that the Company  will  continue to be
successful  in  identifying  acquisition  opportunities,  assessing  the  value,
strengths  and  weaknesses  of  such   opportunities,   executing   acquisitions
successfully,  achieving  anticipated  synergies,  evaluating  the  costs of new
growth opportunities at existing operations or managing the publications it owns
and improving their operating efficiency. Historically, the Company has financed
acquisitions  through  available cash,  free cash flow,  borrowings and sales of
non-strategic  properties.  The Company  anticipates that it will finance future
acquisitions   through  these  same  resources.   The  Credit  Agreement  limits
acquisitions  to certain  permitted  investments  and  newspapers  in the United
States,  and requires that  acquisitions be financed  through certain  permitted
sources. In addition,  the financial covenants contained in the Credit Agreement
may limit the Company's ability to make acquisitions.


                                       31
<PAGE>


PRICE AND AVAILABILITY OF NEWSPRINT

     The basic raw material for  newspapers is  newsprint.  In fiscal year 2003,
the Company consumed  approximately  47,000 metric tons of newsprint,  excluding
paper  consumed in its  commercial  printing  operations.  The average price per
metric ton of newsprint  based on East Coast  transactions  prices in 2003, 2002
and 2001 was  $503,  $465 and  $585,  respectively,  as  reported  by the  trade
publication,  PULP AND PAPER WEEKLY.  The Company  purchases the majority of its
newsprint  through its central  purchasing group,  Journal Register Supply.  The
Company has no long-term  contracts to purchase  newsprint.  Generally,  Journal
Register  Supply  purchases  most of its  newsprint  from one or two  suppliers,
although in the future the Company may purchase  newsprint from other suppliers.
Historically,  the  percentage  of newsprint  purchased  from each  supplier has
varied.  The  Company's  management  believes that  concentrating  its newsprint
purchases  in this way  provides a more secure  newsprint  supply and lower unit
prices.  The Company's  management also believes that it purchases  newsprint at
price levels lower than those that are generally available to individually-owned
small  metropolitan  and suburban  newspapers,  and consistent with price levels
generally available to the largest newsprint  purchasers.  The available sources
of newsprint have been, and the Company  believes will continue to be,  adequate
to supply  the  Company's  needs.  The  inability  of the  Company  to obtain an
adequate supply of newsprint in the future could have a material  adverse effect
on  the   financial   condition  and  results  of  operations  of  the  Company.
Historically,  the  price of  newsprint  has been  cyclical  and  volatile.  The
Company's  average  price per ton of  newsprint  increased  approximately  eight
percent for fiscal year 2003, decreased approximately 22 percent for fiscal year
2002 and  increased  approximately  nine  percent for fiscal year 2001,  each as
compared to the preceding year. The Company  believes that if any price decrease
or increase is sustained in the  industry,  the Company will also be impacted by
such change.  The Company  seeks to manage the effects of increases in prices of
newsprint through a combination of, among other things, technology improvements,
including  web-width  reductions,   inventory  management  and  advertising  and
circulation price increases.  In fiscal year 2003, the Company's  newsprint cost
(excluding paper consumed in the Company's  commercial printing  operations) was
approximately six percent of the Company's newspaper revenues.

ENVIRONMENTAL MATTERS

     The  Company's   operations  are  subject  to  federal,   state  and  local
environmental laws and regulations pertaining to air and water quality,  storage
tanks and the management and disposal of waste at its facilities. To the best of
the  Company's  knowledge,  its  operations  are  in  material  compliance  with
applicable  environmental  laws and  regulations as currently  interpreted.  The
Company cannot predict with any certainty whether future events, such as changes
in existing laws and  regulations  or the discovery of conditions  not currently
known to the Company,  may give rise to additional costs that could be material.
Furthermore,   actions  by  federal,  state  and  local  governments  concerning
environmental  matters  could  result in laws or  regulations  that could have a
material  adverse effect on the financial  condition or results of operations of
the Company.

RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES

     Journal  Register  Company  believes  that  the  use  of  certain  non-GAAP
financial  measures  enables the Company and its  analysts,  investors and other
interested  parties to evaluate the Company's  results from operations in a more
meaningful  manner.  Accordingly,  this  information  has been disclosed in this
report to permit a more complete comparative analysis of the Company's operating
performance and  capitalization  relative to other companies in the industry and
to provide an analysis of operating  results  using certain  principal  measures
used by Journal  Register  Company's chief operating  decision makers to measure
the operating results and performance of the Company and its field operations.

     Journal  Register  Company  calculates  EBITDA  as  operating  income  plus
depreciation, amortization and other non-cash, special or non-recurring charges.
Free cash flow is defined as EBITDA  minus  capital  expenditures,  interest and
cash income taxes.  The  Company's  cash income taxes prior to 2001 were reduced
substantially   as  a  result  of  the   utilization   of  net  operating   loss
carryforwards. Adjusted net income excludes gains on sales of properties and the
reversal of certain tax accruals and other one-time charges, while net income as
adjusted, and after impact of SFAS 142 further excludes amortization of goodwill
and other indefinite-lived  intangible assets to reflect the impact of Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 142,  which  eliminates  the
amortization of goodwill and other  indefinite-lived  intangibles,  as if it had
been adopted at the  beginning  of fiscal year 2001.  Journal  Register  Company
adopted SFAS No. 142 at the beginning of fiscal year 2002.

     These non-GAAP  financial measures should not be considered as alternatives
to GAAP  measures of  performance,  such as operating  income or net income.  In
addition,  Journal Register Company's  calculations of these measures may or may
not be consistent with the calculations of these measures by other companies.


                                       32
<PAGE>


     The tables below provide reconciliations of the differences between (i) net
income and  EBITDA,  (ii) net income and free cash flow and (iii) net income and
adjusted net income,  in each case for fiscal years 1999 through  2003,  and the
difference between net income and net income, as adjusted,  after impact of SFAS
142 for fiscal years 2001 through 2003.

<TABLE>
<CAPTION>
<S>                                               <C>            <C>          <C>           <C>          <C>
(DOLLARS IN THOUSANDS, EXCEPT                   DEC. 28,       DEC. 29,     DEC. 30,      DEC. 31,     DEC. 26,
PER SHARE AMOUNTS)                                2003           2002         2001         2000         1999
------------------------------------------------------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME
TO EBITDA AND FREE CASH FLOW:

Net Income                                      $ 71,990       $ 49,227     $ 78,132      $ 169,381    $ 47,665
Deduct:
      Gains on sales of operations                  --             --         32,212        180,720         --
Add-back:
      Equity interest                               --             --          1,313          1,624         226
      Provision for income taxes                   6,120         27,444       10,818         90,951      31,694
      Net interest expense and other              15,627         23,677       30,490         48,020      52,347
                                             ------------    -----------    ---------    -----------  -----------
Operating Income                                  93,737        100,348       88,541        129,256     131,932
                                             ------------    -----------    ---------    -----------  -----------
      Depreciation and amortization               15,447         14,927       26,317         27,616      28,798
                                             ------------    -----------    ---------    -----------  -----------
EBITDA                                           109,184        115,275      114,858        156,871     160,730
                                             ------------    -----------    ---------    -----------  -----------
EBITDA MARGIN                                      26.9%          28.3%        29.1%          33.8%       34.2%
                                             ------------    -----------    ---------    -----------  -----------
Deduct:
      Capital expenditures (1)                    15,129         13,010       10,857          9,955      17,438
      Interest expense                            14,663         23,568       30,490         48,020      52,347
      Cash income taxes (2)                       20,476         17,066       16,375         12,195       3,574
                                             ------------    -----------    ---------    -----------  -----------
Free Cash Flow, as adjusted                    $  58,916      $  61,631     $ 57,136       $ 86,701    $ 87,371
Free Cash Flow, as adjusted, per
   diluted share                               $    1.41      $    1.46     $   1.34       $   1.91    $   1.86
-------------------------------------------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME:
Net Income                                     $  71,990      $  49,227     $ 78,132       $ 169,381   $ 47,665
Adjustments:
      Reversal of tax accruals                   (22,756)        (1,172)      (1,825)         (7,993)       --
      Special charge, net of tax                     553            --           --              --         --
      Gains on sale of operations, net of tax        --             --       (42,128)       (112,934)       --
                                             ------------    -----------    ---------    -----------  -----------
Net Income, as adjusted                        $  49,787      $  48,055     $ 34,179       $  48,454   $ 47,665
                                             ------------    -----------    ---------    -----------  -----------
Net Income, as adjusted, per diluted share     $    1.19      $    1.14     $   0.80       $    1.07   $   1.02
                                             ------------    -----------    ---------    -----------  -----------
Add-back:
     Impact of SFAS 142, Amortization of
     Goodwill, after-tax                             --            --          9,965
                                             ------------    -----------    ---------
Net Income, as adjusted, and after impact
   of SFAS 142                                 $  49,787      $  48,055     $ 44,143
Net Income, as adjusted, and after impact
   of SFAS 142, per diluted share              $    1.19      $    1.14     $   1.03
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Excludes  capital  expenditures  associated  with  the  Company's  printing
     facility in Exton, Pennsylvania (Journal Register Offset), which were $22.8
     million,  $10.8  million and $1.8  million in fiscal  years 2001,  2000 and
     1999, respectively, and the related capitalized interest of $1.3 million in
     fiscal year 2001 and  $601,000 in fiscal year 2000.  Such amounts have been
     excluded due to the large and non-recurring nature of the Exton project.

(2)  Cash income taxes reflect the cash income taxes  presented on the Company's
     Consolidated  Statements of Cash Flows, with the following exceptions:  (i)
     in fiscal year 2000, cash income taxes exclude $20.3 million of cash income
     taxes  paid on the gain on sale of  properties;  (ii) in fiscal  year 2001,
     cash taxes were increased to include $4.4 million of cash income taxes paid
     in fiscal year 2000,  which were  applied to cash income  taxes  payable in
     fiscal  year 2001 (such  amount was also  included in fiscal year 2000 cash
     income  taxes);  (iii) in fiscal year 2002,  cash income taxes  exclude the
     effect of the $4.0  million tax benefit  related to the  Company's  pension
     contribution and excludes  approximately  $174,000 paid in fiscal year 2002
     that  related to prior  years;  and (iv) in fiscal  year 2003,  cash income
     taxes  excludes  the effect of the  $298,000  tax benefit  arising from the
     special charge related to a potential  acquisition,  excludes approximately
     $559,000  paid in fiscal year 2003 that related to prior years and includes
     approximately  $278,000  related  to fiscal  year 2003 to be paid in fiscal
     year 2004.


                                       33
<PAGE>


ITEM 7A.  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 the LIBOR,  the Prime Rate or the
Federal Funds Rate, plus a certain interest rate spread as defined in the Credit
Agreement.  To manage its exposure to fluctuations in interest rates as required
by its Credit  Agreement,  the Company enters into certain IRPAs on a portion of
its debt, which minimizes the effect of changes in variable  interest rates. The
Company's  objective with respect to these agreements is for hedging  activities
and not for trading or speculative activity.

     As of December 28, 2003,  the Company had in place no-cost  collars with an
aggregate  notional  amount of $153 million,  which became  effective in October
2002 for a  two-year  term.  On October  10,  2002,  the  Company  entered  into
additional interest rate collars  ("Additional  Collars") which became effective
on January  29,  2003 for a two-year  term.  The  Additional  Collars  are for a
notional amount of $150 million.

     Assuming a 10 percent  increase or reduction in interest rates for the year
ended December 28, 2003, the effect on the Company's pre-tax earnings would have
been  approximately $0.6 million.  See "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations - Liquidity and Capital Resources
- Debt and Derivative Activity."

     Newsprint,   which  is  the   principal  raw  material  for  the  Company's
newspapers,  is exposed to commodity price changes. See "Management's Discussion
and Analysis of Financial  Condition and Results of Operations - Certain Factors
Which May Affect the Company's  Future  Performance - Price and  Availability of
Newsprint."


                                       34
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                          INDEX TO FINANCIAL STATEMENTS


FINANCIAL STATEMENTS:                                                       PAGE

Report of Independent Auditors.............................................  36
Consolidated Balance Sheets................................................  37
Consolidated Statements of Income..........................................  38
Consolidated Statements of Stockholders' Equity............................  39
Consolidated Statements of Cash Flows......................................  40
Notes to Consolidated Financial Statements.................................  41

FINANCIAL STATEMENT SCHEDULE:

Schedule II  - Valuation and Qualifying Accounts...........................  57

     All other  schedules  are omitted  because they are not  applicable  or the
requested  information  is shown in the  consolidated  financial  statements  or
related notes.


                                       35
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Journal Register Company



We have audited the accompanying consolidated balance sheets of Journal Register
Company  as of  December  28,  2003  and  December  29,  2002,  and the  related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three  years in the period  ended  December  28,  2003.  Our audits  also
included the  financial  statement  schedule  listed in the Index at Item 15(a).
These financial  statements and schedule are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Journal
Register  Company,  as of  December  28,  2003  and  December  29,  2002 and the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  28, 2003,  in  conformity  with  accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.

As discussed in Note 2 to the financial statements,  in 2002 the Company changed
its method of  accounting  for  goodwill and other  indefinite-lived  intangible
assets.



                                                /s/ ERNST & YOUNG LLP




MetroPark, New Jersey
January 27, 2004



                                       36
<PAGE>


                            JOURNAL REGISTER COMPANY
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                 <C>                  <C>
DOLLARS IN THOUSANDS
FISCAL YEAR ENDED                                   DEC. 28, 2003        DEC. 29, 2002
===========================================================================================
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                            $         31         $        33
Accounts receivable, less allowance for doubtful
    accounts of $5,785 and $6,388, respectively            43,591              48,101
Inventories                                                 6,597               6,869
Deferred income taxes                                       3,719               4,208
Other current assets                                        4,149               6,172
-------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                       58,087              65,383
-------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
Land                                                       10,720              10,408
Buildings and improvements                                 76,759              71,356
Machinery and equipment                                   174,519             170,297
Construction in progress                                    7,413               5,568
-------------------------------------------------------------------------------------------
TOTAL                                                     269,411             257,629
Less accumulated depreciation                           (143,398)           (131,949)
-------------------------------------------------------------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT                         126,013             125,680
-------------------------------------------------------------------------------------------
INTANGIBLE AND OTHER ASSETS:
Goodwill                                                  491,833             491,385
Other intangible assets, net of accumulated
   amortization of $9,654 and $8,269, respectively         14,500              15,885
Other assets                                                2,627               3,370
-------------------------------------------------------------------------------------------
TOTAL ASSETS                                           $  693,060          $  701,703
===========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt                   $   37,853           $  32,912
Accounts payable                                            9,454              11,942
Accrued interest                                            2,062               2,446
Deferred subscription revenue                              10,614              10,514
Accrued salaries and vacation                               6,455               6,472
Fair market value of hedges                                 2,483               5,162
Other accrued expenses and current liabilities             14,564              15,533
-------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                  83,485              84,981
-------------------------------------------------------------------------------------------

Senior debt, less current maturities                      380,492             450,457
Deferred income taxes                                      47,379              39,350
Accrued retiree benefits and other liabilities             19,462              18,373
Income taxes payable                                       89,898             112,421

Commitments and contingencies

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value per share, 300,000,000
    shares authorized, 48,437,581 issued at December
    28, 2003 and December 29, 2002                            484                 484
Additional paid-in capital                                359,359             358,242
Accumulated deficit                                     (167,426)           (239,416)
-------------------------------------------------------------------------------------------
                                                          192,417             119,310
-------------------------------------------------------------------------------------------
Less treasury stock
    6,837,948 shares and 6,815,197 shares,
    respectively, at cost                               (100,817)           (100,074)
Accumulated other comprehensive loss, net of tax         (19,256)            (23,115)
-------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY                                       72,344             (3,879)
-------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $   693,060           $ 701,703
===========================================================================================
</TABLE>

                            SEE ACCOMPANYING NOTES.


                                       37
<PAGE>


                                                JOURNAL REGISTER COMPANY
                                           CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
<S>                                     <C>               <C>               <C>

IN THOUSANDS, EXCEPT PER SHARE DATA
FISCAL YEAR ENDED                       Dec. 28, 2003     Dec. 29, 2002     Dec. 30, 2001
===========================================================================================
REVENUES:
Advertising                              $  298,986         $  297,056       $  287,859
Circulation                                  90,034             91,123           87,737
-------------------------------------------------------------------------------------------
Newspaper revenues                          389,020            388,179          375,596
Commercial printing and other                16,966             19,575           18,809
-------------------------------------------------------------------------------------------
TOTAL                                       405,986            407,754          394,405
-------------------------------------------------------------------------------------------

OPERATING EXPENSES:
Salaries and employee benefits              155,355            150,614          140,522
Newsprint, ink and printing charges          31,181             32,023           37,741
Selling, general and administrative          51,932             52,976           47,810
Depreciation and amortization                15,447             14,927           26,317
Other                                        58,334             56,866           53,474
-------------------------------------------------------------------------------------------
                                            312,249            307,406          305,864
-------------------------------------------------------------------------------------------
OPERATING INCOME                             93,737            100,348           88,541
-------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
Net interest expense and other             (15,627)           (23,677)         (30,490)
Gains on sales of newspaper properties         --                 --             32,212
-------------------------------------------------------------------------------------------
Income before income taxes and equity
   interest                                  78,110             76,671           90,263
Provision for income taxes                    6,120             27,444           10,818
-------------------------------------------------------------------------------------------
Income before equity interest                71,990             49,227           79,445
Equity interest                                --                  --           (1,313)
-------------------------------------------------------------------------------------------
NET INCOME                                $  71,990         $   49,227       $   78,132
===========================================================================================
NET INCOME PER COMMON SHARE:
Basic                                        $ 1.75             $ 1.18           $ 1.85
Diluted                                      $ 1.72             $ 1.16           $ 1.83
-------------------------------------------------------------------------------------------
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic                                        41,245             41,576           42,273
Diluted                                      41,834             42,323           42,654
-------------------------------------------------------------------------------------------
</TABLE>

                            SEE ACCOMPANYING NOTES.

                                       38
<PAGE>



                            JOURNAL REGISTER COMPANY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
<S>                                            <C>      <C>          <C>           <C>             <C>       <C>

                                                        ADDITIONAL     OTHER                                    TOTAL
                                               COMMON    PAID-IN   COMPREHENSIVE   ACCUMULATED    TREASURY  STOCKHOLDERS'
DOLLARS IN THOUSANDS (EXCEPT SHARES)           STOCK     CAPITAL   INCOME (LOSS)     DEFICIT       STOCK       EQUITY
==========================================================================================================================
BALANCE AS OF DECEMBER 31, 2000                $ 484     $  358,268      -         $  (366,775)  $ (47,703)    $(55,726)
--------------------------------------------------------------------------------------------------------------------------
Net income                                                                               78,132                   78,132
Minimum pension liability adjustment,
    net of tax benefit of $572                                             (809)                                   (809)
Mark to market adjustment of fully effective
    hedges, net of tax benefit of $2,000                                 (3,715)                                 (3,715)
--------------------------------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME                                                                                      $ 73,608
--------------------------------------------------------------------------------------------------------------------------
Purchase of 3,362,200 shares of
    treasury stock                                                                                 (54,274)     (54,274)
Exercise of stock options for common stock                      (5)                                     199          194
--------------------------------------------------------------------------------------------------------------------------
BALANCE AS OF DECEMBER 30, 2001                  484        358,263      (4,524)      (288,643)   (101,778)     (36,198)
--------------------------------------------------------------------------------------------------------------------------
                                                                                         49,227                   49,227
Net income
Minimum pension liability adjustment,
    net of tax benefit of $11,486                                       (18,956)                                (18,956)
Mark to market adjustment of fully effective
    hedges, net of tax expense of $189                                       365                                     365
--------------------------------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME                                                                                       $30,636
--------------------------------------------------------------------------------------------------------------------------
Purchase of 5,000 shares of treasury stock                                                             (85)         (85)

Exercise of stock options for common stock                     (21)                                   1,789        1,768
--------------------------------------------------------------------------------------------------------------------------
BALANCE AS OF DECEMBER 29, 2002                  484        358,242     (23,115)      (239,416)   (100,074)      (3,879)
--------------------------------------------------------------------------------------------------------------------------
                                                                                         71,990                   71,990
Net income
Minimum pension liability adjustment,
    net of tax benefit of $271                                             1,976                                   1,976
Mark to market adjustment of fully effective
    hedges, net of tax expense of $796                                     1,883                                   1,883
--------------------------------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME                                                                                     $  75,849
--------------------------------------------------------------------------------------------------------------------------
Purchase of 520,100 shares of treasury stock                                                        (7,905)      (7,905)


Exercise of stock options for common stock                     (95)                                   7,162        7,067
Tax benefit from stock option exercises                       1,212                                                1,212
--------------------------------------------------------------------------------------------------------------------------
BALANCE AS OF DECEMBER 28, 2003                 $484       $359,359    $(19,256)    $ (167,426)  $(100,817)    $  72,344
==========================================================================================================================
</TABLE>

                             SEE ACCOMPANYING NOTES.


                                       39
<PAGE>


                                                 JOURNAL REGISTER COMPANY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
<S>                                     <C>               <C>               <C>

DOLLARS IN THOUSANDS
FISCAL YEAR ENDED                       DEC. 28, 2003     DEC. 29, 2002     DEC. 30, 2001
===========================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                 $ 71,990          $ 49,227          $ 78,132
Adjustments to reconcile net income
     to net cash provided by
     operating activities:
Provision for losses on accounts
     receivable                               3,830             5,025             4,585
Depreciation expense                         14,062            13,679            12,069
Amortization expense                          1,385             1,248            14,248
Net gain (loss) on disposal of
     property, plant and equipment              --              (728)              (16)
Loss on equity investment                       --                --              1,313
Gains on sales of newspaper properties          --                --           (32,212)
Accrued retiree benefits and other
     non-current liabilities                  1,089          (12,692)           (2,052)
Provision for deferred income taxes           7,989            14,474             6,587
Changes in operating assets and liabilities:
    Increase (decrease) in accounts
         receivable                             680           (2,405)             1,542
    Decrease in income taxes payable       (21,310)           (1,253)           (7,784)
    Increase (decrease) in other assets
         and liabilities                      1,696           (7,611)             1,254
-------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES    81,411            58,964            77,666
-------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                       (15,129)          (13,010)          (34,929)
Net proceeds from sale of property,
    plant and equipment                          28               297                49
Proceeds from sale of newspaper properties       --               --             54,601
Purchases of businesses                       (450)           (8,609)          (77,828)
-------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES      (15,551)          (21,322)          (58,107)
-------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments of) long-term debt (65,024)          (39,402)            28,136
Exercise of stock options for common stock    7,067             1,768               194
Purchase of Company stock                   (7,905)              (85)          (54,274)
-------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES      (65,862)          (37,719)          (25,944)
-------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents           (2)              (77)           (6,385)
Cash and cash equivalents, beginning
    of year                                      33               110             6,495
-------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR     $     31          $     33          $    110
===========================================================================================

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the year for:
    Interest                               $ 15,047         $  24,431         $  32,870
    Income taxes                           $ 20,459         $  13,219         $  12,015

SUPPLEMENTAL DISCLOSURES OF NON-CASH
    ACTIVITIES:
    Comprehensive income (loss) - minimum
       pension liability and mark to market
       hedge adjustments, net of tax       $  3,859         $(18,591)        $  (4,524)

===========================================================================================
</TABLE>

                             SEE ACCOMPANYING NOTES.


                                       40
<PAGE>


                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION

     The accompanying consolidated financial statements include Journal Register
Company  and  all of its  wholly-owned  subsidiaries  (the  "Company").  Journal
Register  Company  primarily  publishes daily and non-daily  newspapers  serving
markets in Philadelphia  and its  surrounding  areas,  Connecticut,  the Greater
Cleveland  area of Ohio,  Central  New  England,  and the  Capital-Saratoga  and
Mid-Hudson  regions of New York.  The Company  also owns and manages  commercial
printing   operations  in  Connecticut   and   Pennsylvania.   The  Company  was
incorporated  on March 11, 1997 and became a publicly  traded  company in May of
1997.

     The Company has authorized  1,000,000  shares of Preferred  Stock,  none of
which were issued or outstanding during the periods presented. The Company has a
52/53 week fiscal year generally  ending on the Sunday closest to the end of the
calendar year.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

     The consolidated  financial  statements include the accounts of the Company
and all of its  wholly-owned  subsidiaries.  Investments  over which the Company
does not have voting control but exerts significant  influence are accounted for
by the equity method. All significant intercompany activity has been eliminated.

USE OF ESTIMATES

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires the Company to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On  an  on-going  basis,  the  Company  evaluates  its  estimates,
including those related to bad debts, inventories, investments, remaining useful
lives of long-lived  assets,  income taxes,  pensions and other  post-retirement
benefits,  as well as  contingencies  and  litigation.  The  Company  bases  its
estimates  on  historical   experience  and  actuarial   studies  and  on  other
assumptions  that  are  believed  to be  reasonable  and  applicable  under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other  sources.  The Company  re-evaluates  its estimates on an on-going  basis.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

CASH AND CASH EQUIVALENTS

     The Company  considers all highly liquid debt instruments  purchased with a
maturity of three months or less to be cash  equivalents.  The carrying value of
cash equivalents approximates fair value due to the short-term maturity of these
instruments.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

     Accounts  receivable  consist  primarily of amounts due to the Company from
normal business  activities.  Allowances for doubtful  accounts are reserves for
the estimated  loss from the  inability of customers to make required  payments.
The Company uses historical  experience as well as current market information in
determining this estimate. If the financial condition of the Company's customers
were to  deteriorate,  resulting  in an  impairment  of  their  ability  to make
payments,  additional  allowances may be required.  Credit losses have generally
been within management's expectations.

INVENTORIES

     Inventories,  consisting of newsprint,  ink and supplies, are stated at the
lower of cost (primarily first-in, first-out method) or market.

ACCOUNTING FOR STOCK OPTION PLAN

     In December 2002, the Financial Accounting Standards Boards ("FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 148,  "Accounting for
Stock-Based Compensation - Transition and


                                       41
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Disclosure," to provide alternative methods of transition for a voluntary change
to the fair value method of accounting for stock-based employee compensation. In
addition,  SFAS No. 148  amends the  disclosure  requirements  of SFAS No.  123,
"Accounting  for  Stock-Based   Compensation"  ("SFAS  123"),  to  require  more
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has elected to continue to follow
the intrinsic value method of accounting as prescribed by Accounting  Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and
related  interpretations in accounting for its employee stock options.  SFAS No.
148 did not  require  the  Company to change to the fair value  based  method of
accounting for stock-based compensation.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the vesting  period for such  options.  The
Company's  fiscal year pro forma  information,  had  compensation  costs for the
Company's  stock option plans been  determined in accordance with SFAS 123 is as
follows:

<TABLE>
<CAPTION>
<S>                                                             <C>                <C>                 <C>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED                                               DEC. 28, 2003      DEC. 29, 2002       DEC. 30, 2001
----------------------------------------------------------------------------------------------------------------------

Net income as reported                                             $ 71,990          $ 49,227            $ 78,132
Add: Stock-based employee compensation expense
   included in reported net income, net of related tax effects          --                --                  --
Deduct: Total stock-based employee compensation expense
   determined under fair value based method for all awards,
   net of related tax effects                                       (2,685)           (3,307)             (4,227)

----------------------------------------------------------------------------------------------------------------------
Pro forma net income                                               $ 69,305         $  45,920           $  73,905
======================================================================================================================

Net income per share:
     As reported:
         Basic                                                      $  1.75         $    1.18           $    1.85
         Diluted                                                    $  1.72         $    1.16           $    1.85
     Pro forma:
         Basic                                                      $  1.68         $    1.10           $    1.75
         Diluted                                                    $  1.66         $    1.09           $    1.73
======================================================================================================================
</TABLE>

LONG-LIVED ASSETS

     On December  31,  2001,  which was the first day of fiscal  year 2002,  the
Company  adopted SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets,"  which  superceded  SFAS  No.  121,   "Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of." In
accordance  with  SFAS No.  144,  the  Company  reviews  the  recoverability  of
intangibles  and other  long-lived  assets  whenever  events  and  circumstances
indicate that the carrying amount may not be recoverable.  This asset impairment
review  assesses the fair value of the assets based on the future cash flows the
assets are expected to generate. An impairment loss is recognized when estimated
undiscounted future cash flows expected to result from the use of the asset plus
net proceeds  expected from the  disposition of the asset (if any) are less than
the carrying value of the asset.  This approach uses estimates for future market
growth,  forecasted  revenue  and costs,  expected  periods  the assets  will be
utilized and appropriate  discount rates.  The carrying amount of the long-lived
asset is reduced by the  difference  between the carrying  amounts and estimated
fair value with a corresponding  charge to expense. The Company adopted SFAS No.
142 at the beginning of fiscal year 2002.


                                       42
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Property,  plant  and  equipment  are  stated  at cost  less  any  required
impairment reserve.  Maintenance and repairs are charged to expense as incurred,
while costs of major additions and betterments are capitalized.  Depreciation is
provided for financial reporting purposes primarily on the straight-line  method
over the following estimated useful lives:

            Buildings and improvements         5 to 30 years
            Machinery and equipment            3 to 30 years

     Intangible assets recorded in connection with the acquisition of newspapers
generally  consist  of the  values  assigned  to  subscriber  lists,  mastheads,
non-competition  covenants  and the  excess  of cost  over  the  fair  value  of
identifiable net assets of the companies  acquired.  These assets are carried at
the  lower  of  unamortized  cost or the  amount  expected  to be  recovered  by
projected  future   operations  after  considering   attributable   general  and
administration expense and interest on debt allocated to the various newspapers.
If, in the opinion of  management,  impairment  in value  occurs,  any necessary
write-downs  will be charged to expense in  accordance  with SFAS No.  142.  The
balance of  intangible  assets at December  28, 2003 and  December  29, 2002 was
comprised  principally of debt issuance  costs,  subscriber  lists,  non-compete
covenants, mastheads and the excess cost over the fair value of identifiable net
assets of companies acquired. Intangible assets excluding goodwill and mastheads
are being amortized using the straight-line method over a period of their useful
life, up to 40 years. Deferred financing cost associated with the Term Loans and
the  Revolving  Credit  Facility  (as  defined  in Note 4,  Long-Term  Debt)  is
amortized over the terms of such loans.

INCOME TAXES

     The Company uses the liability method of accounting for income taxes. Under
this  method,  deferred  tax  assets and  liabilities  are  determined  based on
differences between financial reporting and tax basis of assets and liabilities,
and are measured using the currently  enacted tax rates and laws that will be in
effect when the differences are expected to reverse.

REVENUE RECOGNITION

     Revenue is earned from the sale of advertising,  circulation and commercial
printing. Advertising revenues are recognized, net of agency commissions, in the
period when  advertising is printed in the Company's  publications  or placed on
the Company's  Websites.  Circulation  revenues are  recognized  when  purchased
newspapers  are  distributed.  Amounts  received  from  customers  in advance of
revenue recognition are deferred as liabilities.

SEGMENT REPORTING

     As of December 28, 2003, the Company  published 23 daily newspapers and 236
non-daily  publications in the United States.  The Company maintains  operations
and local  management in the markets that it serves.  Newspapers are distributed
through local distribution  channels  consisting of contract carriers and single
copy  outlets.  The Company  conducts  business in one  operating  segment.  The
operating  segment  consists of various  operations  aggregated into one segment
because the Company  engages in the same essential  business  activities at each
operation and because  management  believes it helps the reader  understand  the
Company's  performance  and is consistent with the manner in which the Company's
operations  are  managed.   The  combined   operations  have  similar   economic
characteristics  and each operation has similar products,  services,  customers,
production processes and distribution systems.

CONCENTRATION OF CREDIT RISK

     In 2003,  no single  customer  accounted for more than one percent of total
revenues or two percent of accounts receivable.  Approximately 20 percent of the
Company's  employees are employed under collective  bargaining  agreements.  The
Company  anticipates  that collective  bargaining  agreements at six newspapers,
constituting  approximately  20 percent of the  employees  covered by collective
bargaining agreements, will be renegotiated in 2004.


                                       43
<PAGE>

                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DERIVATIVE RISK MANAGEMENT POLICY AND STRATEGY

     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities"  ("SFAS 133"), as amended by SFAS No. 137 and No. 138, specifies the
accounting and disclosure requirements for such instruments.  In accordance with
these  pronouncements,  as of January 1, 2001, all effective hedges, as defined,
are  recorded  as an asset or  liability  with a  corresponding  offset to Other
Comprehensive  Income ("OCI") in the equity  section of the balance  sheet.  Any
ineffective  portion of a hedging  instrument  or trading  derivatives  would be
recorded as an asset or liability with a  corresponding  charge or credit to the
income statement.  The information below describes the Company's derivative risk
management policy and strategy as required by SFAS 133, as amended.

     In accordance with the  requirements of its Credit Agreement (as defined in
Note 4, Long-Term Debt) dated July 15, 1998, the Company is required to maintain
certain Interest Rate Protection  Agreements ("IRPAs") on a portion of its debt,
to  reduce  the  potential  exposure  of the  Company's  future  cash  flows  to
fluctuations in variable interest rates on which the interest on the outstanding
debt is calculated.  The minimum  requirement  varies depending on the Company's
Total Leverage Ratio, as defined in the Credit Agreement. From time to time, the
Company may enter into  additional  IRPAs for nominal amounts on the outstanding
debt that will, at a minimum,  meet the  requirements  of the Credit  Agreement.
Each IRPA is designated  for all or a portion of the principal  balance and term
of a specific debt obligation.

     Under the Company's current IRPAs, the Company pays to or receives from the
issuer to compensate  for the rate below the interest rate floor or in excess of
the interest  rate  ceiling,  respectively.  These rates are based on the 90-day
LIBOR.

     The Company  considers its current IRPAs to be highly  effective  cash flow
hedges.  The Company  measures  the  effectiveness  of each IRPA  quarterly.  As
specified in SFAS 133, any gain or loss on the effective  portion of the IRPA is
recorded  in OCI and the  ineffective  portion  would be  recorded  directly  to
current  earnings.  Amounts in accumulated OCI are reclassified into earnings in
the same period in which the hedged transactions  affect earnings.  In the event
of the early extinguishment of a designated debt obligation, any unrealized gain
or loss included in OCI is recognized in the income  statement  coincident  with
the extinguishment.

RECLASSIFICATION OF CERTAIN OPERATING EXPENSES

     Certain operating expenses related to certain of the Company's acquisitions
have been  reclassified  in prior  periods to conform to the  Company's  current
period  financial  presentation.  The  reclassification  had no  impact on total
operating expenses, operating income, or net income.

SELF-INSURANCE

     The  Company is  self-insured  for a portion of its  insurance  costs.  The
Company  analyzes  its  claims   experience  and  consults  with  actuaries  and
administrators in determining an adequate liability for self-insured claims.

3.   INTANGIBLE AND OTHER ASSETS

     Under SFAS No. 142, goodwill and indefinite-lived  intangible assets are no
longer amortized,  however,  they are reviewed  annually or more frequently,  if
required,  for impairment.  Separable  intangible  assets that are not deemed to
have an indefinite  life will continue to be amortized  over their useful lives.
During fiscal year 2001, the Company adopted the amortization provisions of SFAS
No. 142 which apply to goodwill and  intangible  assets  acquired after June 30,
2001.  With respect to goodwill and intangible  assets acquired prior to July 1,
2001, the Company adopted SFAS No. 142 at the beginning of fiscal year 2002. The
required  transitional  analysis of the Company's goodwill and  indefinite-lived
intangible  assets was  completed  as of June 30,  2002.  The  Company  has also
performed the annual  impairment tests as of the first day of the fourth quarter
of fiscal  year 2003,  and a  determination  was made that such  assets were not
impaired.  Additionally,  during fiscal year 2002, the Company finalized certain
purchase  accounting  adjustments  and closing  costs  related to certain of its
acquisitions, resulting in a direct reduction of goodwill.


                                       44
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   INTANGIBLE AND OTHER ASSETS (CONTINUED)

     Changes in the carrying amounts of intangible assets are as follows:

<TABLE>
<CAPTION>

                                            AS OF DEC. 28, 2003                    AS OF DEC. 29, 2002
                                  ---------------------------------------  ---------------------------------------
                                                ACCUMULATED                             ACCUMULATED
DOLLARS IN THOUSANDS                 GROSS     AMORTIZATION       NET        GROSS     AMORTIZATION       NET
-------------------------------------------------------------------------  ---------------------------------------
<S>                               <C>           <C>           <C>         <C>           <C>            <C>
INTANGIBLE ASSETS SUBJECT TO
    AMORTIZATION:

Customer and subscriber lists       $ 6,743     $ (4,853)     $  1,890    $   6,743     $  (4,124)      $  2,619

Non-compete covenants                 2,870       (1,686)        1,184        2,870        (1,584)         1,286

Debt issuance costs                   4,573       (3,023)        1,550        4,573        (2,469)         2,104
------------------------------------------------------------------------- -----------------------------------------

Total                              $ 14,186     $ (9,562)     $  4,624    $  14,186     $  (8,177)      $  6,009
------------------------------------------------------------------------- -----------------------------------------

INTANGIBLE ASSETS NOT SUBJECT
    TO AMORTIZATION:
Goodwill                          $ 555,043     $(63,210)     $491,833    $ 554,595     $ (63,210)     $ 491,385
Mastheads                             9,968          (92)        9,876        9,968           (92)         9,876
------------------------------------------------------------------------- -----------------------------------------

Total                             $ 565,011     $(63,302)     $501,709    $ 564,563     $ (63,302)     $ 501,261
------------------------------------------------------------------------- -----------------------------------------

Total Goodwill and
  other intangible assets         $ 579,197     $(72,864)     $506,333    $ 578,749     $ (71,479)     $ 507,270
========================================================================= =========================================
</TABLE>

     Identifiable  intangible  assets  include  customer and  subscriber  lists,
non-compete  covenants and debt issuance costs,  which have an estimable  useful
life and are  amortizable  on a  straight-line  basis over their  useful  lives.
Indefinite-lived intangible assets include goodwill and mastheads. Mastheads are
included in other intangible  assets on the balance sheet. For fiscal years 2003
and 2002,  amortization  expense for intangible  assets was  approximately  $1.4
million and $1.3 million, respectively.

     Estimated amortization expense for each of the five succeeding fiscal years
for  Identifiable  intangible  assets and other assets is as follows (dollars in
thousands):

                2004..........................  $1,384
                2005..........................   1,361
                2006..........................     902
                2007..........................     131
                2008..........................     131
                Thereafter....................     715


                                       45
<PAGE>


                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.      INTANGIBLE AND OTHER ASSETS (CONTINUED)

     The changes in the carrying amount of goodwill during fiscal years 2003 and
2002 are as follows:

DOLLARS IN THOUSANDS
--------------------------------------------------------------------------------
Balance as of December 30, 2001                                      $492,349
Goodwill acquired during year                                           3,299
Adjustments/reclassifications related to the purchase of businesses   (4,263)
--------------------------------------------------------------------------------
Balance as of December 29, 2002                                       491,385
--------------------------------------------------------------------------------
Goodwill acquired during year                                             448
--------------------------------------------------------------------------------
Balance as of December 28, 2003                                      $491,833
--------------------------------------------------------------------------------

     The pro forma  results of  operations  for fiscal year 2001,  assuming  the
amortization provisions of SFAS No. 142 were applied retroactively at January 1,
2001, are as follows:


                                              FISCAL YEAR ENDED DEC. 30, 2001
DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA        NET    NET INCOME PER SHARE
                                                 INCOME    BASIC      DILUTED
--------------------------------------------------------------------------------

Net income                                        $78.1    $ 1.85     $ 1.83
   Add-back:
   Amortization of goodwill and mastheads,
       net of taxes                                10.0      0.24       0.23
--------------------------------------------------------------------------------
Adjusted net income                               $88.1    $ 2.09      $2.06
--------------------------------------------------------------------------------

Included in other assets is the  Company's  investment in PowerOne  Media,  Inc.
("PowerOne"), a provider of classified advertising on the internet. PowerOne was
created  as a result of the  merger  in  November  2001  between  PowerAdz,  LLC
("PowerAdz")  and AdOne,  LLC  ("AdOne").  The  Company was an investor in AdOne
prior to the merger. In the ordinary course of business, the Company has related
party sales with PowerOne which  amounted to  approximately  $4.0 million,  $4.5
million, and $4.2 million for fiscal years 2003, 2002 and 2001, respectively.

4. LONG-TERM DEBT

     The Company  entered  into a credit  agreement in July 1998 with a group of
lenders,  led by Chase  Manhattan Bank (the  predecessor to J.P.  Morgan Chase &
Co.) as  administrative  agent (the "Credit  Agreement").  The Credit  Agreement
provided for two secured term loan  facilities  ("Term Loan A" and "Term Loan B"
or collectively  the "Term Loans") each at a face amount of $250 million,  and a
secured  revolving  credit facility (the "Revolving  Credit  Facility") for $400
million.  Proceeds under these loan  facilities were used to repay existing debt
and to fund the  acquisition of the  Pennsylvania,  New York, and Ohio newspaper
businesses of The Goodson  Newspaper Group (the "Goodson  Acquisition")  in July
1998. The Credit Agreement also provides for an uncommitted,  multiple draw term
loan facility (the "Incremental  Facility") in the amount of up to $500 million,
as permitted by the  administrative  agent,  to be repaid  under  conditions  as
defined in the Credit Agreement.  To date, the Company has not drawn down on the
Incremental Facility.

     Under the terms of the Credit  Agreement,  net proceeds,  as defined in the
Credit Agreement, from the sale of newspaper properties which are not reinvested
within 365 days must be used to prepay debt.  Accordingly,  the Company's excess
borrowing capacity under the Term Loans was reduced in the first quarter of 2002
by approximately  $30 million in connection with the Company's January 2001 sale
of two of its Ohio newspaper properties.


                                       46
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.       LONG-TERM DEBT (CONTINUED)

     The Company's  long-term debt as of December 28, 2003 and December 29, 2002
was comprised of the following:

                (DOLLARS IN THOUSANDS)          2003           2002
                --------------------------------------------------------

                Term Loan A                   $106,246       $ 138,367
                Term Loan B                    194,899         195,690
                Revolving Credit Facility      117,200         149,312
                --------------------------------------------------------
                Total Long-term debt           418,345         483,369
                Less: current portion         (37,853)        (32,912)
                --------------------------------------------------------
                Total Long-term debt,
                      less current portion    $380,492       $ 450,457
                ========================================================

     The Term Loan A Facility  matures  on March 31,  2006 and is  repayable  in
quarterly installments that commenced on June 30, 2000. The Term Loan B Facility
matures on September  30, 2006 and is repayable in quarterly  installments  that
commenced on June 30, 2000. The remaining  aggregate annual  maturities  payable
under the Term Loans by fiscal year are as follows (dollars in thousands):

                2004...........................................$ 37,853
                2005...........................................  86,875
                2006........................................... 176,417

     The Revolving  Credit Facility is available  until March 31, 2006.  Initial
availability  was $400  million  and is reduced by equal  consecutive  quarterly
reductions,  commencing  on June 30,  2002 and ending on March 31,  2006,  in an
aggregate amount for each remaining  twelve-month period commencing on the dates
set forth below,  equal to the amount set forth  opposite  such date (dollars in
thousands):

                June 30, 2002..................................$ 55,000
                June 30, 2003..................................  65,000
                June 30, 2004.................................. 100,000
                June 30, 2005.................................. 180,000

     The Term Loans and Revolving  Credit Facility are secured by  substantially
all of the  assets  of the  Company  and the  common  stock  and  assets  of the
Company's  subsidiaries.  The Term Loans and Revolving  Credit Facility  require
compliance  with  certain  covenants,   including  the  maintenance  of  certain
financial ratios, which may restrict,  among other things, the Company's ability
to declare dividends,  repurchase Company stock, incur additional  indebtedness,
create liens,  sell assets,  consummate  mergers and make capital  expenditures,
investments  and  acquisitions.  The Company is in compliance with the financial
covenants contained in the Credit Agreement.

     The amounts  outstanding  under the Credit Agreement bear interest at (i) 1
3/4 percent to 1/2 percent  above LIBOR (as defined in the Credit  Agreement) or
(ii) 1/2 percent to 0 percent above the higher of (a) the Prime Rate (as defined
in the Credit  Agreement)  or (b) 1/2 percent  above the Federal  Funds Rate (as
defined in the Credit  Agreement).  The interest rate spreads  ("the  applicable
margins") are dependent  upon the Total Leverage Ratio (as defined in the Credit
Agreement) and are reduced as such ratio declines.  Capitalized  interest during
fiscal year 2001 was $1.3  million.  There was no  capitalized  interest  during
fiscal  year 2002 and  2003.  The  estimated  fair  value of the Term  Loans and
Revolving Credit Facility approximates their carrying value.

     An annual commitment fee is incurred on the average daily-unused portion of
the Revolving Credit  Facility,  payable  quarterly in arrears,  at a percentage
that  varies  from  0.375  percent  to  0.250  percent  based  on the  quarterly
calculation of the Total Leverage Ratio (as defined in the Credit Agreement). At
December 28, 2003, the Company's commitment fee was 0.25 percent.


                                       47
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.       LONG-TERM DEBT (CONTINUED)

     The terms of the Credit  Agreement  require the Company to maintain certain
Interest  Rate  Protection  Agreements  ("IRPAs")  on a portion of its debt,  to
reduce  the  potential  exposure  of the  Company's  future  cash  flows  due to
fluctuations  in the  variable  interest  rates on  which  the  interest  on the
outstanding debt is calculated.  The minimum requirement varies depending on the
Company's Total Leverage Ratio, as defined in the Credit  Agreement.  To fulfill
this  requirement,  the Company  participated in certain IRPAs.  The Company had
IRPAs in effect  during 2003  pursuant to which the Company had entered  into an
interest  rate  collar  hedge ("the  collar")  on  November 9, 2001.  The collar
establishes  an interest  rate ceiling  ("CAP") and an interest rate floor at no
initial cost to the Company.

     The CAP on the Company's  collar,  which became effective October 29, 2002,
is 6.0 percent and the floor averages 2.66 percent. These rates are based on the
90-day LIBOR.  In the event 90-day LIBOR  exceeds 6.0 percent,  the Company will
receive  cash from the  issuer to  compensate  for the rate in excess of the 6.0
percent  CAP. If the 90-day LIBOR is lower than 2.66  percent,  the Company will
pay cash to the issuer to  compensate  for the rate below the floor.  The collar
became  effective  on October 29, 2002  beginning  at a notional  amount of $170
million.  The collar amortizes over two years to a notional  aggregate amount of
$135  million and  terminates  on October 29,  2004.  On October 10,  2002,  the
Company entered into additional  interest rate Collars  ("Additional  Collars").
The effective date of the Additional Collars is January 29, 2003. The Additional
Collars are for a notional aggregate amount of $150 million,  which is fixed for
its  two-year  term.  Similar to the existing  Collar,  the  Additional  Collars
establish  an interest  rate  ceiling  ("Cap") and an interest  rate floor at no
initial cost to the Company.  The Cap on the  Additional  Collars is 4.0 percent
and the floor averages  approximately  1.54 percent.  These rates are based upon
the 90-day  LIBOR.  In the event that  90-day  LIBOR  exceeds 4.0  percent,  the
Company will receive cash from the issuer to  compensate  for the rate in excess
of the 4.0 percent  Cap.  If the 90-day  LIBOR is lower than 1.54  percent,  the
Company will pay cash to the issuer to compensate  for the rate below the floor.
From time to time,  the Company  may enter into  additional  IRPAs.  The Company
expects that each IRPA will be designated  for all or a portion of the principal
balance and term of a specific debt obligation.

     The IRPAs were fully effective in hedging the changes in cash flows related
to the related debt  obligation  during the years  ending  December 28, 2003 and
December 29,  2002.  The total  deferred  loss  reported in other  comprehensive
income as of December  28, 2003 and  December  29, 2002 was  approximately  $1.5
million and $3.4 million, respectively (net of $1.0 and $1.8 million of deferred
taxes, respectively).

     The Company's weighted-average effective interest rate for fiscal year 2003
was approximately 3.2 percent.  This interest rate includes the effect of a $2.6
million pre-tax expense realized and reported as a component of interest expense
for the Interest  Rate  Protection  Agreements in place during fiscal year 2003.
Net interest expense and other includes interest expense of approximately  $14.7
million,  $23.1 million and $30.7 million for fiscal years 2003,  2002 and 2001,
respectively.

     As of December 28, 2003, the Company had outstanding indebtedness under the
Credit  Agreement,  due and  payable in  installments  through  2006,  of $418.3
million,  of which $117.2  million was  outstanding  under the Revolving  Credit
Facility and $301.1 million was  outstanding  under the Term Loans. In addition,
the Company had approximately $195.3 million of unused Revolving Credit Facility
funds, with approximately $131.5 million available at December 28, 2003 pursuant
to the terms of the Credit Agreement.

5.       STOCK PLANS

         STOCK INCENTIVE PLAN

     During 1997, the Company's Board of Directors (the "Board") adopted and the
stockholders approved the Company's 1997 Stock Incentive Plan (the "1997 Plan").
The 1997  Plan,  as  amended  on March  27,  2001,  authorizes  grants  of up to
6,383,750  shares of Common  Stock  through:  (i)  incentive  stock  options and
non-qualified  stock options (in each case,  with or without stock  appreciation
rights) to acquire  common  stock;  (ii) awards of  restricted  shares of Common
Stock;  and  (iii)  performance  units to such  directors,  officers  and  other
employees  of,  and  consultants  to,  the  Company  and  its  subsidiaries  and
affiliates as may be designated  by the  Compensation  Committee of the Board or
such other committee of the Board, as the Board may designate.


                                       48
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       STOCK PLANS (CONTINUED)

     Incentive  stock  options are granted at no less than fair market  value of
the  common  stock on the date of grant.  The  option  price per share of common
stock for all other stock options is established by the  Compensation  Committee
of the Board.  Stock options  generally vest evenly over a five year period at a
rate of 20 percent per year commencing on the first  anniversary after issuance,
continuing  through  the fifth  anniversary,  at which time 100  percent  may be
exercised. These options generally expire ten years after issuance.

     The following table  summarizes the Company's stock option activity for the
fiscal years presented:

<TABLE>
<CAPTION>
<S>                                  <C>           <C>            <C>            <C>              <C>           <C>
                                          DEC. 28, 2003                  DEC. 29, 2002                 DEC. 30, 2001
----------------------------------- --------------------------     ---------------------------    -------------------------
                                     NUMBER OF    WEIGHTED-AVERAGE  NUMBER OF    WEIGHTED-AVERAGE  NUMBER OF   WEIGHTED-AVERAGE
                                                   EXERCISE                       EXERCISE                       EXERCISE
                                      OPTIONS        PRICE           OPTIONS        PRICE           OPTIONS        PRICE
----------------------------------- ------------- ------------     ------------- ------------- -- ------------ ------------
Outstanding-beginning of year         5,068,454       $17.82         4,555,673        $17.06       3,968,367       $17.28
Granted                                 743,275        17.63           773,875         21.67         726,075        15.86
Exercised                               497,349        14.21           121,853         14.47          13,535        14.29
Forfeited                               114,968        18.10           139,241         17.47         125,234        17.23
----------------------------------- ------------- ------------     ------------- -------------    ------------ ------------
Outstanding-end of year               5,199,412       $18.13         5,068,454        $17.82       4,555,673       $17.06
=================================== ============= ============     ============= =============    ============ ============

Exercisable at end of year            3,111,879       $18.34         2,873,411        $17.77       2,102,311       $17.93
Weighted-average fair value of
  options granted during the
  year                                    $5.62                          $7.86                         $5.76
</TABLE>

     Further  information about stock options  outstanding at December 28, 2003,
as follows:

<TABLE>
<CAPTION>
<S>                    <C>               <C>                 <C>                <C>                 <C>
                                         WEIGHTED- AVERAGE
                                             REMAINING           WEIGHTED-                              WEIGHTED-
 RANGE OF EXERCISE         NUMBER         CONTRACTUAL LIFE   AVERAGE EXERCISE                       AVERAGE EXERCISE
       PRICES            OUTSTANDING          (YEARS)              PRICE        NUMBER EXERCISABLE        PRICE
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
$14.00 - 16.00           2,278,575               5.9                $14.90         1,496,823             $14.74
$16.01 - 18.00             745,175               9.2                 17.53            30,300              17.34
$18.01 - 20.00               9,000               9.6                 18.51                 -                  -
$20.01 - 22.50           2,166,662               5.4                 21.74         1,584,756              21.76
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
                         5,199,412               6.2                $18.13         3,111,879             $18.34
===================== ================== =================== ================== =================== ==================
</TABLE>

     The Company adopted the disclosure  requirements of SFAS No. 123 as amended
by SFAS No. 148.  Accordingly,  the Company  discloses  pro forma net income and
earnings per share  determined  as if the Company had accounted for its employee
stock options under the fair value method of that  statement.  The fair value of
these  options was estimated at the date of grant using a  Black-Scholes  option
pricing  model  assuming  a weighted  average  risk-free  interest  rate of 3.02
percent,  4.86 percent and 5.32 percent,  and expected common stock market price
volatility  factors of 0.22,  0.21 and 0.19 for the years  2003,  2002 and 2001,
respectively. A seven-year weighted average expected life of each option granted
and no dividend yield was assumed.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating  the fair value of traded  options that have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the Company's  employee stock options have  characteristics
significantly different from those of traded options, and because

                                       49
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       STOCK PLANS (CONTINUED)

changes in the subjective input assumptions can materially affect the fair value
estimate,  in  management's  opinion,  the  existing  models do not  necessarily
provide a  reliable  single  measure  of the fair  value of its  employee  stock
options.

         STOCK RIGHTS PLAN

     Effective July 17, 2001, the Company adopted a Stockholder Rights Plan (the
"Plan")  and  declared a dividend of one  preferred  share  purchase  right (the
"Rights")  on each  outstanding  share of the  Company's  common  stock  held by
stockholders  of record on July 27, 2001. The rights are exercisable if a person
or group acquires 15 percent or more of the Company's common stock, or commences
a tender offer with that goal. The rights will expire July 27, 2011.

6.       EARNINGS PER COMMON SHARE

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

(IN THOUSANDS)                      DEC. 28,           DEC. 29,         DEC. 30,
FISCAL YEAR ENDED                     2003               2002             2001
--------------------------------------------------------------------------------
Weighted-average shares - basic      41,245            41,576             42,273
Effect of dilutive securities:
    Employee stock options              589               747                381
--------------------------------------------------------------------------------
Weighted-average shares - diluted    41,834            42,323             42,654
================================================================================

     Options to purchase  the  Company's  common stock that were not included in
the computation of the diluted earnings per share because the options'  exercise
price was greater than the average market price of the common shares during each
of the periods presented below (in thousands, except per share amounts):

                  FISCAL YEAR         OPTIONS          EXERCISE PRICE RANGE
                  -----------         -------          --------------------
                     2003              2,176             $18.00 to $22.50
                     2002              2,199             $21.00 to $22.50
                     2001              1,497             $17.00 to $22.50


7.       PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

     The Company and its  subsidiaries  maintain a defined benefit pension plan.
The benefits are based on years of service and employee compensation,  primarily
on career average pay. The Company's funding policy is to contribute annually an
amount that can be deducted for federal  income tax purposes  using  assumptions
that differ from those used for financial reporting. Assets of the plans consist
principally of short-term investments,  annuity contracts, equity securities and
corporate and U.S.  Government  obligations.  The Company uses information as of
September  30 to measure  the value of  pension  plan  assets  and  obligations.
Certain of the  Company's  subsidiaries  also  provide  retiree  health and life
insurance benefits.

     The  fair  value  of the  pension  plan  assets  at the  end  of  year  was
approximately $87.5 million. Approximately 73 percent of the pension plan assets
were  invested in equity  securities,  24 percent were  invested in fixed income
securities  and 3 percent  were  invested in cash.  The equity  investments  are
diversified across U.S. and non-U.S.  stocks. The Company employs a total return
investment  approach in its  investment  strategy  whereby a mix of equities and
fixed  income  investments  are used to maximize  the  long-term  return of plan
assets  for a prudent  level of risk.  Risk  tolerance  is  established  through
careful consideration of plan liabilities,  plan funded status and the Company's
financial condition.  The long-term rate of return for plan assets is determined
by careful

                                       50
<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.       PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

consideration  of the  current  asset  mix,  historical  returns  and peer  data
analysis.  At this time the Company does not expect to contribute to the pension
plan in the next fiscal year. For the post-retirement  health and life insurance
plans,  the  Company  contributed  $406,000  in 2003 and  expects to  contribute
approximately $400,000 in 2004.

     The  following  table sets forth the  plans'  funded  status and the amount
recognized in the Company's consolidated balance sheet:
<TABLE>
<CAPTION>
<S>                                          <C>                <C>                 <C>                 <C>

(DOLLARS IN THOUSANDS)                                   PENSION BENEFITS             OTHER POST-RETIREMENT BENEFITS
-------------------------------------------------------------------------------    ------------------------------------
                                                     2003               2002               2003                2002
-------------------------------------------------------------------------------    ------------------------------------
CHANGE IN BENEFIT OBLIGATION
   Benefit obligation at beginning of year   $      87,275      $     78,562         $     4,210         $     4,988
   Service cost                                      1,947             1,674                   7                   6
   Interest cost                                     5,726             5,632                 268                 356
   Actuarial (gain) loss                             7,312             6,415                  38                (651)
   Benefits paid                                   (5,079)           (5,008)               (406)               (489)
-------------------------------------------------------------------------------    ------------------------------------
   Benefit obligation at end of year         $      97,181      $     87,275         $     4,177         $     4,210
-------------------------------------------------------------------------------    ------------------------------------
CHANGE IN PLAN ASSETS
   Fair value of plan assets at beginning
   of year                                   $      78,646     $      83,973         $        -          $         -
   Actual return (loss) on plan assets              13,819          (11,329)                  -                    -
   Employer contributions                              104            11,010                 406                 489
   Benefits paid                                   (5,079)           (5,008)               (406)               (489)
-------------------------------------------------------------------------------    ------------------------------------
   Fair value of plan assets at end of year  $      87,490     $      78,646         $        -          $        -
-------------------------------------------------------------------------------    ------------------------------------
Reconciliation of funded status
   Funded status                             $     (9,691)    $      (8,629)        $    (4,117)        $    (4,210)
   Unrecognized net:
        Transition (asset)                             (2)              (41)                 -                   -
        Prior service cost                         (1,103)           (1,460)               (159)               (252)
        (Gain) loss                                 33,252            35,088             (2,526)             (2,880)
-------------------------------------------------------------------------------    ------------------------------------
   Net amount recognized                     $      22,456     $      24,958       $     (6,802)        $    (7,342)
===============================================================================    ====================================
</TABLE>

                                       51

<PAGE>
                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.       PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
<TABLE>
<CAPTION>
<S>                                                        <C>               <C>            <C>                    <C>
  (DOLLARS IN THOUSANDS)                                        PENSION BENEFITS                 POST-RETIREMENT BENEFITS
----------------------------------------------------------------------------------------   -----------------------------------
                                                                  2003             2002              2003                2002
----------------------------------------------------------------------------------------   -----------------------------------
  AMOUNTS RECOGNIZED IN STATEMENT OF FINANCIAL
   POSITION
  Accrued benefit liability                                 $  (7,662)        $ (6,865)         $ (6,802)         $   (7,342)
  Accumulated other comprehensive loss                          30,118           31,823               N/A                 N/A
----------------------------------------------------------------------------------------   ----------------------------------
  Net amount recognized                                     $   22,456         $ 24,958         $ (6,802)         $   (7,342)
----------------------------------------------------------------------------------------   ----------------------------------
  SEPARATE DISCLOSURES FOR PENSION PLANS WITH
   ACCUMULATED BENEFIT OBLIGATION IN EXCESS OF PLAN
   ASSETS
  Projected benefit obligation at end of year               $   97,181         $ 87,275               N/A                 N/A
  Accumulated benefit obligation at end of year             $   95,152         $ 85,511               N/A                 N/A
  Fair value of assets at end of year                       $   87,490         $ 78,646               N/A                 N/A

----------------------------------------------------------------------------------------   -----------------------------------
  COMPONENTS OF NET PERIODIC BENEFIT COST
  Service cost                                              $    1,947         $  1,674           $     7           $       6
  Interest cost                                                  5,726            5,632               268                 356
  Expected return on plan assets                               (6,853)          (7,764)                 -                   -
   Amortization of net:
       Transition obligation                                      (39)             (39)                 -                   -
       Prior service cost                                        (356)            (356)              (93)                (93)
       (Gain)/loss                                               2,180               87             (326)               (309)
----------------------------------------------------------------------------------------   -----------------------------------
Net periodic benefit expense                                $    2,605         $  (766)          $  (144)          $     (40)
----------------------------------------------------------------------------------------   -----------------------------------
There were no business combinations, curtailments, or settlements reflected in 2003 or 2002.

COMPONENTS OF OTHER  COMPREHENSIVE (INCOME)/LOSS
   Decrease in intangible asset                             $       -          $      -               N/A                 N/A
   (Decrease) Increase in additional minimum liability         (1,705)           30,442               N/A                 N/A
----------------------------------------------------------------------------------------   -----------------------------------
OTHER COMPREHENSIVE (INCOME)/LOSS                           $  (1,705)         $ 30,442               N/A                 N/A
----------------------------------------------------------------------------------------   -----------------------------------
ACTUARIAL ASSUMPTIONS
WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE
BENEFIT OBLIGATIONS AT SEPTEMBER 30
   Discount rate                                                 6.25%            6.75%             6.25%               6.75%
   Rate of compensation increase                                 3.00%            3.00%             3.00%               3.00%
WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE
PERIODIC BENEFIT COSTS FOR FISCAL YEARS ENDED
DECEMBER 28, 2003 AND DECEMBER 29, 2002
   Discount rate
          Used for current fiscal year expense                   6.75%            7.50%             6.75%               7.50%
          Used for next fiscal year expense                      6.25%            6.75%             6.25%               6.75%
   Expected Return on Plan Assets
          Used for current fiscal year expense                   9.00%            9.50%               N/A                 N/A
          Used for next fiscal year expense                      8.50%            9.00%               N/A                 N/A
   Rate of Compensation Increase                                 3.00%            3.00%             3.00%               3.00%
ASSUMED HEALTHCARE COST TREND RATES AT DECEMBER 28,
2003 AND DECEMBER 29, 2002
   Healthcare Cost Trend Rate Assumed for Next Year
     (Initial Rate)                                                N/A              N/A            10.00%               6.50%
   Rate to Which the Cost Trend Rate is Assumed to
     Decline (Ultimate Rate)                                       N/A              N/A             5.25%               6.50%
   Year that the Rate Reaches the Ultimate Rate                    N/A              N/A              2009                2002
</TABLE>

                                       52
<PAGE>
                           JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.      PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

<TABLE>
<CAPTION>
<S>                                                      <C>              <C>             <C>             <C>

  (DOLLARS IN THOUSANDS)                                        PENSION BENEFITS           POST-RETIREMENT BENEFITS
-------------------------------------------------------------------------------------   ----------------------------
                                                         2003             2002            2003            2002
-------------------------------------------------------------------------------------   ----------------------------
EFFECTS OF A CHANGE IN THE ASSUMED RATE OF
INCREASE IN HEALTH BENEFIT COSTS
Effect of a one percent increase on:
   Total of service cost and interest cost                N/A             N/A            $    26        $    35
   Post-retirement benefit obligation                     N/A             N/A            $   317        $   381
Effect of a one percent decrease on:
   Total of service cost and interest cost                N/A             N/A            $  (22)       $   (30)
   Post-retirement benefit obligation                     N/A             N/A            $ (279)       $  (326)
</TABLE>


     The Company also has defined contribution plans covering certain employees.
Company  contributions to these plans are based on a percentage of participants'
salaries and amounted to approximately $636,300, $632,700 and $570,800 in fiscal
years 2003,  2002 and 2001,  respectively.  The Company  contributes  to various
multi-employer  union administered  pension plans.  Contributions to these plans
amounted to approximately $116,000,  $148,000 and $180,300 in fiscal years 2003,
2002 and 2001, respectively.

     Recent legislation  enacted on December 8, 2003,  provides for an expansion
of Medicare,  primarily adding a prescription drug benefit for Medicare-eligible
retirees starting in 2006. The Company's  retiree medical  obligations and costs
reported  do  not  reflect  the  impact  of  this  legislation.   Deferring  the
recognition  of the  impact  of the new  Medicare  provisions  is  permitted  by
Financial  Accounting Standards Board Staff Position 106-1 due to open questions
about  certain  of the  new  Medicare  provisions  and a lack  of  authoritative
accounting guidance about certain matters.

8.       INCOME TAXES

     The annual provision for taxes on income, in thousands, is as follows:
<TABLE>
<CAPTION>
<S>                                    <C>                <C>                <C>

FISCAL YEAR ENDED                      DEC. 28, 2003      DEC. 29, 2002      DEC. 30, 2001
------------------------------------------------------------------------------------------
Current tax expense (benefit):
   Federal                                $ (3,775)           $ 11,757          $  4,484
   State
                                             1,906               1,213             (253)
------------------------------------------------------------------------------------------
Total current tax expense (benefit)         (1,869)             12,970             4,231
------------------------------------------------------------------------------------------
Deferred tax expense:
   Federal                                   5,946              13,472             5,450
   State                                     2,043               1,002             1,137
------------------------------------------------------------------------------------------
Total deferred tax expense                   7,989              14,474             6,587
------------------------------------------------------------------------------------------
Total provision for taxes                $   6,120            $ 27,444          $ 10,818
==========================================================================================
</TABLE>
                                       53
<PAGE>
                           JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.      INCOME TAXES (CONTINUED)

     The  reconciliation  of income taxes computed at the U.S. federal statutory
tax rate to income tax expense,  in  thousands  for the years  presented,  is as
follows:
<TABLE>
<CAPTION>
<S>                                                           <C>                     <C>                <C>

FISCAL YEAR ENDED                                                 Dec. 28, 2003       Dec. 29, 2002      Dec. 30, 2001
-----------------------------------------------------------------------------------------------------------------------
Tax at U.S. statutory rates                                   $       27,339            $   26,835          $  31,592
State taxes, net of federal tax benefit                                2,566                 1,439                575
Tax basis in excess of book basis on sales of properties                   -                     -           (21,182)
Reversal of excess tax accruals                                     (22,756)               (1,172)            (1,825)
Non-deductible goodwill amortization                                       -                     -              1,982
Other                                                                (1,029)                   342              (324)
-----------------------------------------------------------------------------------------------------------------------
Total                                                         $        6,120            $   27,444          $  10,818
=======================================================================================================================
</TABLE>

     The Company  realized state tax benefits in connection with the utilization
of state net operating loss carryforwards as follows: $1.9 million in 2003, none
in 2002 and $0.2 million in 2001.  Based upon current state statutory rates, the
Company may have $6.7  million of future tax  benefits.  However,  based upon an
assessment  of the  likelihood  of the future  utilization  of such losses,  the
Company has reduced such tax benefits by a valuation  allowance of approximately
$3.7 million at December 28, 2003.  The state net operating  loss  carryforwards
expire in various years through 2022.

     Deferred  income  taxes  reflect  the net effect of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets, in thousands, are as follows:


FISCAL YEAR ENDED                           DEC. 28, 2003        DEC. 29, 2002
------------------------------------------------------------------------------
Deferred tax liabilities:
     Property, plant and equipment             $ 16,628           $ 15,291
     Intangibles                                 43,166             33,557
     Retiree benefits                             5,721              6,941
------------------------------------------------------------------------------
Total deferred tax liabilities                   65,515             55,789
------------------------------------------------------------------------------

Deferred tax assets:
     State net operating loss carryforwards       6,678             7,082
     Other comprehensive income                  13,344            13,869
     Other                                        5,580             4,935
------------------------------------------------------------------------------
Total deferred tax assets                        25,602            25,886
Valuation allowance                             (3,747)           (5,239)
------------------------------------------------------------------------------
Net deferred tax assets                          21,855            20,647
------------------------------------------------------------------------------
Net deferred tax liabilities                   $ 43,660          $ 35,142
==============================================================================

     The Company's  valuation  allowances  for deferred tax assets  decreased by
$1.5 million in fiscal year 2003. The Company's  federal income tax returns have
not been examined by the Internal Revenue Service.

9.       COMMITMENTS AND CONTINGENCIES

     The Company leases office space,  production  facilities,  warehouse space,
and  equipment  under  noncancellable  operating  leases.  These leases  contain
several  renewal options for periods of up to five years.  The Company's  future
minimum lease payments  under  noncancellable  operating  leases at December 28,
2003 are as follows (dollars in thousands):

                                       54
<PAGE>
                           JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.       COMMITMENTS AND CONTINGENCIES (CONTINUED)


        2004.................................................$2,027
        2005..................................................1,509
        2006..................................................1,229
        2007....................................................833
        2008....................................................704
        Thereafter............................................1,169


     Total rent expense was $2.9 million, $3.0 million, and $3.1 million for the
years ended  December  28,  2003,  December  29,  2002 and  December  30,  2001,
respectively.

     The Company is involved in certain  litigation  matters that have arisen in
the ordinary  course of business.  In the opinion of management,  the outcome of
these  legal  proceedings  should  not have a  material  adverse  impact  on the
Company's financial position or results of operations.

10.      ACQUISITIONS AND DISPOSITIONS

     The Company  applies the purchase  method of accounting  for  acquisitions.
Acquisitions  and  dispositions  of  newspaper  properties  are  subject  to the
finalization of customary purchase price adjustments and closing costs.

     On November 17, 2003, the Company  completed the  acquisition of the assets
of  THE  NORTH   ATTLEBOROUGH   FREE   PRESS,   based  in  North   Attleborough,
Massachusetts.  This  acquisition  included  a weekly  newspaper  serving  North
Attleborough,  Attleboro Falls and certain  neighboring  communities,  including
Plainville,  South  Attleboro and  Attleboro.  The total  purchase price was not
material relative to the Company's total revenues or assets.

     In fiscal year 2002, the Company completed three strategic acquisitions. On
March 18, 2002,  the Company  completed  the  acquisition  of the assets of News
Gleaner  Publications,  Inc. and Big Impressions Web Printing,  Inc.,  which are
based in Northeast Philadelphia,  Pennsylvania.  This acquisition includes eight
weekly newspapers  serving Northeast  Philadelphia,  seven monthly  publications
serving Montgomery County, Pennsylvania, and a commercial printing operation. On
March 22,  2002,  the Company  completed  the  acquisition  of the assets of the
Essex,  Connecticut-based  Hull Publishing,  Inc. This acquisition  includes one
weekly newspaper and two annually produced  magazines.  On October 14, 2002, the
Company  completed the acquisition of seven weekly  newspapers  serving Delaware
County, Pennsylvania.

     In fiscal year 2001, the Company completed five strategic acquisitions.  On
January 31, 2001, the Company  completed the acquisition of the Pennsylvania and
New  Jersey  newspaper  operations  from  Chesapeake  Publishing   Corporation's
Mid-Atlantic Division. This acquisition included 13 non-daily  publications.  On
June 7, 2001, the Company completed the acquisition of the Montgomery  Newspaper
Group`s  community  newspaper and magazine  operations,  a group of 24 non-daily
publications,  which is based in Fort Washington,  Pennsylvania,  from Metroweek
Corporation.  On August 1, 2001,  the Company  completed the  acquisition of the
assets of Roe Jan Independent Publishing, Inc., which is based in Hillsdale, New
York. Roe Jan publishes two non-daily  publications.  On September 14, 2001, the
Company  completed  the  acquisition  of the  assets  of THE  REPORTER,  a daily
newspaper  based in Lansdale,  Pennsylvania.  On October 25,  2001,  the Company
completed the  acquisition  of THE LITCHFIELD  COUNTY TIMES, a weekly  newspaper
based in New Milford, Connecticut. The acquisition also included three lifestyle
magazines  serving   Litchfield  and  Fairfield   counties  in  Connecticut  and
Westchester County, New York.

     The  Company  also  sold two daily  newspapers  and a  commercial  printing
operation in the southern part of central Ohio in early 2001.  The proceeds from
these  sales  were used to reduce the  Company's  outstanding  debt,  repurchase
Company stock and for strategic acquisitions.

                                       55

<PAGE>
                           JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.      QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The following is a summary of the quarterly results of operations for years
ended December 28, 2003 and December 29, 2002:
<TABLE>

<CAPTION>
<S>                                         <C>                 <C>                <C>              <C>
                                                 FIRST             SECOND              THIRD             FOURTH
(IN THOUSANDS, EXCEPT PER SHARE DATA)           QUARTER            QUARTER            QUARTER            QUARTER
-------------------------------------------------------------------------------------------------------------------

2003(1)
-------
Revenues                                     $     96,632       $   104,160        $   100,806       $     104,388
Operating income                                   19,348            25,913             21,851              26,625
Net income                                          9,803            13,931             31,864              16,392

Net income per common share:
     Basic                                   $       0.24       $      0.34        $      0.77       $        0.40
     Diluted                                 $       0.24       $      0.34        $      0.76       $        0.39


2002(1)
-------
Revenues                                     $     96,633       $   105,843        $   100,457       $     104,821
Operating income                                   21,118            28,434             23,199              27,597
Net income                                          9,232            13,818             11,930              14,247

Net income per common share:
     Basic                                   $       0.22       $      0.33        $      0.29       $        0.34
     Diluted                                 $       0.22       $      0.33        $      0.28       $        0.34

-------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)    The amounts reported above include operating results of acquisitions
            and dispositions for the period the operations were owned by the
            Company (see Note 10, Acquisitions and Dispositions).



                                       56

<PAGE>
                            JOURNAL REGISTER COMPANY
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)

<TABLE>
<CAPTION>
<S>                                   <C>             <C>               <C>                <C>              <C>

                                      BALANCE AT                            CHARGED/                        BALANCE AT
                                      BEGINNING                           (CREDITED) TO                       END OF
            DESCRIPTION               OF PERIOD        ADJUSTMENTS(1)        INCOME        DEDUCTIONS(2)      PERIOD
------------------------------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 28, 2003
Allowance for doubtful accounts       $ 6,388         $        13       $    3,830         $  4,446         $  5,785
Valuation allowance for deferred
   tax assets                           5,239                   -           (1,492) (3)          -             3,747

YEAR ENDED DECEMBER 29, 2002
Allowance for doubtful accounts       $ 6,365         $       315       $    5,025         $  5,317          $ 6,388
Valuation allowance for deferred
   tax assets                           4,995                  -               244               -             5,239
YEAR ENDED DECEMBER 30, 2001
Allowance for doubtful accounts       $ 3,443         $       656      $     4,585         $  2,319          $ 6,365
Valuation allowance for deferred
   tax assets                           1,954                   -            3,041               -             4,995
-------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Allowance for doubtful account adjustments related to acquisitions and
     dispositions in the respective periods presented. See Note 10 to the
     consolidated financial statements for discussion of acquisitions and
     dispositions.

(2)  Includes the write-off of uncollectible accounts in the respective periods
     presented.

(3)  Reflects a reversal of a valuation allowance for state net operating loss
     carryforwards.



                                       57

<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.

ITEM 9A.  CONTROLS AND PROCEDURES

     The Company  carried out an evaluation,  under the supervision and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's  disclosure  controls and procedures as of
the end of the period covered by this report.  Based upon that  evaluation,  the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls and  procedures  are effective in alerting them in a timely
manner  to  material   information   relating  to  the  Company  (including  its
consolidated  subsidiaries)  required to be included in the  Company's  periodic
filings with the SEC.

     The Company's  disclosure  controls and  procedures  are designed to ensure
that information required to be disclosed by the Company in the reports that the
Company files or submits under the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act") is recorded, processed,  summarized and reported within the
time  periods  specified in the SEC's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be disclosed by the Company in the reports
that it files under the  Exchange Act is  accumulated  and  communicated  to the
Company's management,  including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

     Subsequent  to the end of fiscal  year  2003,  the  Company  commenced  the
deployment  of a  new  suite  of  software  applications  in a  shared  services
environment.   The  new  suite  of  applications   will  include  (i)  financial
applications,  including  accounts payable,  general ledger,  fixed assets,  and
consolidation and reporting,  (ii) circulation management applications and (iii)
advertising  management  applications.  Once fully  deployed,  the new software,
together with the change to a shared  services  business  model,  is intended to
further enhance the Company's internal and disclosure controls and its operating
efficiencies.  Deployment  of  the  financial  applications  is  expected  to be
completed by the end of fiscal year 2004, and deployment of the  advertising and
circulation management applications is expected to occur thereafter. The Company
does not anticipate  any adverse effect on its internal and disclosure  controls
during the deployment phase.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Information with respect to executive  officers of the Company is presented
in  Part  I of  this  Report  under  the  caption  "Executive  Officers  of  the
Registrant."

     The  information  appearing  under the  captions  "Proposal 1 - Election of
Directors",  "Certain  Transactions"  and "Section  16(a)  Beneficial  Ownership
Reporting  Compliance"  in the  Company's  Proxy  Statement  for its 2004 Annual
Meeting of Stockholders (the "2004 Proxy  Statement") is incorporated  herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION.

     Information  appearing under the caption  "Executive  Compensation"  in the
2004 Proxy Statement is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Information  appearing under the caption "Security  Ownership of Beneficial
Owners  and  Management  and  Related  Stockholder  Matters"  in the 2004  Proxy
Statement is incorporated herein by reference.


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<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information appearing under the caption "Certain  Transactions" in the 2004
Proxy Statement is incorporated herein by reference.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

     Information  appearing under the caption  "Ratification of the Selection of
Independent  Auditors"  in the 2004 Proxy  Statement is  incorporated  herein by
reference.

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)  FINANCIAL STATEMENTS.

     The financial statements are included in Part II, Item 8 of this Report.

     FINANCIAL  STATEMENT SCHEDULES AND SUPPLEMENTARY INFORMATION REQUIRED TO BE
     SUBMITTED.

     Schedule of Valuation and Qualifying Accounts on Schedule II is included in
     Part II, Item 8 of this report.

     All other schedules have been omitted because they are  inapplicable or the
     required  information is shown in the consolidated  financial statements or
     related notes.

(b)  REPORTS ON FORM 8-K.

     The  Company  filed a  Current  Report  on Form 8-K on  October  16,  2003,
     furnishing  pursuant to Item 12 thereof certain  information  regarding the
     text of a press  release  issued by the  Company,  dated  October 16, 2003,
     titled "Journal Register Company Reports Third Quarter Results."


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<PAGE>


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)

(c)  INDEX TO EXHIBITS.

     The following is a list of all Exhibits filed as part of this Report:

      EXHIBIT NO.                   DESCRIPTION OF EXHIBIT

    *2.1       Master Agreement,  dated as of May 17, 1998, by and among each of
               the  persons  listed on Annex A and Annex B  thereto,  Richard G.
               Schneidman, as Designated Stockholder,  and the Company (filed as
               Exhibit 99.2 to the Company's Current Report on Form 8-K/A, dated
               June 30, 1998, File No. 1-12955).
    *3.1       Amended  and  Restated  Certificate  of  Incorporation  (filed as
               Exhibit 3(i) to the Company's Form 10-Q/A Amendment No. 1 for the
               fiscal  quarter ended June 30, 1997,  File No. 1-12955 (the "June
               1997 Form 10-Q")).
    *3.2       Amended  and  Restated  By-laws  (filed as  Exhibit  3(ii) to the
               Company's  Form 10-Q for the fiscal  quarter ended  September 30,
               1999, File No. 1-12955 (the "September 1999 Form 10-Q)).
    *4.1       Company  Common  Stock  Certificate  (filed  as  Exhibit  4.1 the
               Company's  Registration  Statement on Form S-1,  Registration No.
               333-23425 (the "Form S-1")).
    *4.2       Rights  Agreement  dated as of July 17, 2001  between the Company
               and the Bank of New York,  as Rights  Agent (filed as Exhibit 4.1
               to the Company's Report on Form 8-K dated July 18, 2001, File No.
               1-12955).
   *10.1(a)    1997 Stock  Incentive Plan (filed  as  Exhibit 10.2  to  the June
               1997 Form 10-Q).+
   *10.1(b)    Amendment to  the 1997  Stock Incentive  Plan. (filed as  Exhibit
               10.1(b) to the Company's Form 10-K for fiscal year 2001, File No.
               1-12955 (the "2001 Form 10-K). +
   *10.2       Management  Bonus Plan  (filed as  Exhibit  10.3 to the June 1997
               Form 10-Q). +
   *10.3       Supplemental  401(k)  Plan  (filed  as  Exhibit  10.4 to the Form
               S-1). +
   *10.4       Registration  Rights  Agreement  by and  among  Journal  Register
               Company,  Warburg,  Pincus Capital Company, L.P., Warburg, Pincus
               Capital Partners, L.P. and Warburg, Pincus Investors, L.P. (filed
               as  Exhibit  10.6 to the  June  1997  Form  10-Q).
   *10.5       Credit  Agreement  among Journal  Register  Company,  each of the
               banks  and  other  financial  institutions  that  is a  signatory
               thereto or which,  pursuant  to Section  2.01 (c) or Section  (b)
               thereto,  becomes a "Lender"  thereunder and the Chase  Manhattan
               Bank, as  administrative  agent for the lenders (filed as Exhibit
               10.7 to the September 1999 Form 10-Q).
   *10.6       Executive  Incentive  Compensation Plan (filed as Exhibit 10.7 to
               the 2001 Form 10-K). +
   *10.7       Employment  Agreement by and between Journal Register Company and
               Robert M. Jelenic dated March 5, 2003. +
   *10.8       Employment  Agreement by and between Journal Register Company and
               Jean B. Clifton dated March 5, 2003. +
  **21.1       Subsidiaries of Journal Register Company.
  **23.1       Consent of Ernst & Young LLP.
  **24         Power of Attorney (appears on signature page).
  **31.1       Certification  of Principal  Executive  Officer  pursuant  to  18
               U.S.C.  Section 1350,  as adopted  pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.
  **31.2       Certification  of  Principal  Financial  Officer  pursuant  to 18
               U.S.C.  Section 1350,  as adopted  pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.
  **32         Certification  of  Principal   Executive  Officer  and  Principal
               Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


 ------------------
   +    Management contract or compensatory plan or arrangement.
   *    Incorporated by reference.
   **   Filed herewith.


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                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Trenton, State of New Jersey, on the 12th day of March 2004.

                        JOURNAL REGISTER COMPANY

                        By:  /S/ ROBERT M. JELENIC
                             --------------------------
                             Robert M. Jelenic
                             Chairman, President and Chief Executive Officer

     KNOWN  BY ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  both  Robert M.  Jelenic and Jean B.
Clifton  his true and  lawful  attorney-in-fact  and  agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign any and all amendments to this Annual Report on
Form 10-K, and to file the same,  with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as fully as he might or  could do in  person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or their or his or her
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
     this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 12th day of March 2004.

        SIGNATURE                              TITLE(S)

/S/ ROBERT M. JELENIC          Chairman, President, Chief Executive Officer and
-----------------------        Director (Principal Executive Officer)
Robert M. Jelenic


/S/ JEAN B. CLIFTON            Executive Vice President, Chief Financial Officer
-----------------------        (Principal Financial and Accounting Officer) and
Jean B. Clifton                Director


/S/ JOHN L. VOGELSTEIN
-----------------------
John L. Vogelstein             Director

/S/ ERROL M. COOK
-----------------------
Errol M. Cook                  Director

/S/ JAMES W. HALL
-----------------------
James W. Hall                  Director

/S/ JOSEPH A. LAWRENCE
-----------------------
Joseph A. Lawrence             Director

/S/ GARY D. NUSBAUM
-----------------------
Gary D. Nusbaum                Director

/S/ BURTON B. STANIAR
-----------------------
Burton B. Staniar              Director


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<PAGE>