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                                  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 SECURITIES
                           EXCHANGE ACT OF 1934
                 For the Fiscal Year Ended December 26, 2004
                                      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 27, 2004 was $803.9 million.

     As of March 15, 2005,  42,015,728 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
2005 Annual Meeting of Stockholders,  which will be filed on or before April 25,
2005.


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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,  AS AMENDED,  AND  SECTION  21E OF THE  SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED,  INCLUDING  STATEMENTS REGARDING THE COMPANY'S
EXPECTATIONS,  FORECASTS, PROJECTIONS, 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, INCLUDING
THE ACQUISITION OF 21ST CENTURY NEWSPAPERS,  INC., DISPOSITIONS,  THE ABILITY OF
THE COMPANY TO ACHIEVE COST REDUCTIONS AND INTEGRATE ACQUISITIONS, INCLUDING THE
ACQUISITION OF 21ST CENTURY NEWSPAPERS,  INC., 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  27  daily  newspapers  and  338  non-daily
publications   strategically   clustered  in  seven  geographic  areas:  Greater
Philadelphia, Michigan, Connecticut, Greater Cleveland, Central New England, and
the  Capital-Saratoga  and Mid-Hudson  regions of New York. The Company's  total
paid  circulation is approximately  653,000 daily and 700,000 Sunday,  and total
non-daily  distribution is approximately 5 million. The Company's mission is for
its newspapers to be the number one provider of local information in the markets
they serve, both in print and online.

         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
195  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 produce high quality
products every day that enable the Company to grow its revenues,  cash flows 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.


                                        1
<PAGE>



         From  September 1993 through  December  2004, the Company  successfully
completed 30 acquisitions and two dispositions.

         During  fiscal year 2004,  the  Company  completed  four  acquisitions,
highlighted by the August 12, 2004 acquisition of 21st Century Newspapers,  Inc.
("21st Century"),  which operates one of the largest  newspaper  clusters in the
United States.  Located in Michigan,  the Company's 21st Century subsidiary owns
four daily  newspapers  with  combined  average  daily net paid  circulation  of
approximately  134,000  and  combined  average  Sunday net paid  circulation  of
approximately  176,500.  The daily  newspapers owned by 21st Century include THE
OAKLAND PRESS in Pontiac,  THE MACOMB DAILY in Mt. Clemens, THE DAILY TRIBUNE in
Royal Oak,  and THE MORNING SUN in Mt.  Pleasant.  The  Company's  21st  Century
subsidiary also owns 85 non-daily  publications  with  approximately 1.5 million
non-daily distribution.  The purchase price for the acquisition was $415 million
and was paid in cash with the proceeds of a new senior credit facility  provided
by JPMorgan.

         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,  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  (76.0 percent of
fiscal year 2004 revenues),  paid circulation  (20.3 percent of fiscal year 2004
revenues),  including single copy sales and  subscription  sales, and commercial
printing and other  activities (3.7 percent of fiscal year 2004  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 2004 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 2004 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.


                                        2
<PAGE>



OVERVIEW OF OPERATIONS

         The Company's operations are clustered in seven 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  10  percent,  and  average  household  income has
increased approximately 58 percent.

         The Company owns seven daily newspapers and 123 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 Main Line, and
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  180,000.  The Company's
aggregate non-daily  distribution in the Company's Greater  Philadelphia Cluster
is approximately 1.3 million.

         In October 2004, the Company purchased Berks-Mont  Newspapers,  a group
of nine  non-daily  publications  serving the western  suburbs of  Philadelphia.
These  publications  are adjacent to other Company  publications,  including THE
MERCURY  (Pottstown) and Montgomery  Newspapers.  The  acquisition  expanded the
Company's publications into an area with a population of 765,417 which has grown
18 percent  since  1990.  The  population  in the area has an average  household
income of $66,395, which is 5 percent above the national average.

         In October  2003,  the  Company  launched EL LATINO  EXPRESO,  a weekly
Spanish-language publication distributed in the Trenton, New Jersey market. This
publication was originally launched as a monthly and the distribution  frequency
was  subsequently  increased to twice monthly and, in September 2004, to weekly.
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  expanded  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              45,718         44,105
DAILY LOCAL NEWS..........         1872          1986      West Chester, PA        28,779         29,393
THE MERCURY...............         1930          1998      Pottstown, PA           24,203         26,502
THE TIMES HERALD..........         1799          1993      Norristown, PA          16,501         29,306
THE REPORTER..............         1870          2001      Lansdale, PA            17,872         15,496
THE PHOENIX...............         1888          1986      Phoenixville, PA         3,694
THE TRENTONIAN............         1945          1985      Trenton, NJ             43,925         34,622
Montgomery Newspapers
   25 publications........         1872          2001      Ft. Washington, PA                                   274,382
News Gleaner Publications
   15 publications........         1882          2002      Philadelphia, PA                                     167,946
Berks-Mont Newspapers
   9 publications.........         1857          2004     Quakertown, PA                                        147,950
Chesapeake Publishing
   15 publications........         1869          2001      Kennett Square, PA                                    85,468
Town Talk Newspapers
   7 publications.........         1964          1998      Ridley, PA                                            85,200
InterCounty Newspaper
   Group
   18 publications........         1869          1997      Newtown, PA                                           73,651
Penny Pincher Shoppers
   7 publications.........         1988          1998      Pottstown, PA                                         57,200
Acme Newspapers
   4 publications.........         1930          1998      Ardmore, PA                                           53,907
Suburban Publications
   3 publications.........         1885          1986      Wayne, PA                                             30,007
County Press Publications
   6 publications.........         1931          2002      Newtown Square, PA                                    21,575
TRI-COUNTY RECORD.........         1975          1986      Morgantown, PA                                        40,200
REAL ESTATE TODAY.........         1978          1998      Pottstown, PA                                         35,000
THE HOMES MAGAZINE........         1988          1988(4)   West Chester,PA                                       18,053
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
EL LATINO EXPRESO.........         2004          2004(4)   Trenton, NJ                                           14,300
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)..                                                                                      103,100
-----------------------------------------------------------------------------------------------------------------------
TOTAL                                                                             180,692        179,424      1,273,164
=======================================================================================================================
</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.

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


                                        4
<PAGE>


         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 588,276. The population
grew  slightly  from 1980 to 2004.  The DELAWARE  COUNTY DAILY AND SUNDAY TIMES'
market area has average  household income of $76,477,  which is 21 percent above
the national average. The DAILY LOCAL NEWS serves an area which has a population
of 449,075 and had population  growth of  approximately  52 percent from 1980 to
2004. The DAILY LOCAL NEWS serves an area that has average  household  income of
$91,966,  which is 46 percent above the national average.  THE MERCURY,  located
west of  Philadelphia,  serves an area that has a population  of 487,749 and had
population  growth of  approximately  32 percent from 1980 to 2004. The area THE
MERCURY  serves has average  household  income of  $76,255,  which is 21 percent
above  the  national  average.  THE  TIMES  HERALD  serves  an area  that  has a
population of 191,643 and had population growth of approximately 20 percent from
1980 to 2004. THE TIMES  HERALD's  market area has average  household  income of
$82,494,  which is 31 percent above the national average. The Reporter serves an
area that has a population of 416,058 and had population growth of approximately
25  percent  from  1990 to 2004.  THE  REPORTER's  market  area  has an  average
household income of $89,463, which is 42 percent above the national average. THE
PHOENIX  serves an area that has a  population  of  141,570  and had  population
growth of  approximately 54 percent from 1980 to 2004. The Phoenix's market area
has average household income of $98,529,  which is 56 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 347,470 and had population growth of approximately 28 percent from
1980 to 2004.  The market  area  served by  Suburban  Publications  has  average
household  income of $108,316,  which is 71 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  401,357  and  had  population  growth  of
approximately  three percent from 1980 to 2004. The MAIN LINE TIMES' market area
has average household income of $101,472, which is 61 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 shopping center 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  northeast of  Philadelphia  and 65 miles southwest of
New York City.  THE  TRENTONIAN  serves an area that has a population of 299,422
and had population  growth of  approximately  12 percent from 1980 to 2004. This
area has  average  household  income of $73,890,  which is 17 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 a 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  57 of  the  Company's  123  non-daily  publications  in the
Company's   Greater   Philadelphia   Cluster.   The  Exton   facility   produces
award-winning  product quality and generates  significant cash operating expense
savings.  In addition,  the Company's  publications in its Greater  Philadelphia
Cluster share several news gathering resources.

         MICHIGAN.  In August 2004,  the Company  acquired 21st  Century,  which
publishes  four  daily  newspapers  and 85  non-daily  publications.  The  daily
newspapers are THE OAKLAND PRESS (Pontiac),  THE MACOMB DAILY (Mt. Clemens), THE
DAILY TRIBUNE  (Royal Oak),  and THE MORNING SUN (Mt.  Pleasant).  The non-daily
publications are primarily aggregated in four groups: the Lapeer Group (Lapeer);
Morning Star Group (Mt.  Pleasant);  Independent  Newspapers (Mt. Clemens);  and
Heritage  Newspapers  (Southgate).   The  aggregate  circulation  of  the  daily
newspapers is approximately  134,000 daily and approximately 176,500 Sunday. The
non-daily  publications  have an aggregate  distribution  of  approximately  1.5
million.

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


                                        5
<PAGE>


<TABLE>

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

OAKLAND PRESS.................     1844          2004        Pontiac         65,581          81,526
MACOMB DAILY..................     1839          2004        Mt. Clemens     44,076          66,912
DAILY TRIBUNE.................     1902          2004        Royal Oak       12,676          15,120
THE MORNING SUN...............     1879          2004        Mt. Pleasant    11,654          12,866
Morning Star Group
  27 publications.............     1947          2004        Mt. Pleasant                                  400,456
Heritage Group
  21 publications.............     1869          2004        Southgate                                     374,095
Independent Newspapers
  16 publications.............     1902          2004        Mt. Clemens                                   275,176
Lapeer Group
  15 publications.............     1879          2004        Lapeer                                        210,840
HOMES FOR SALE................     1982          2004        Pontiac                                        56,500
METRO DETROIT JOB SEARCH......     2001          2004        Pontiac                                        50,323
TMC (4 publications)..........                                                                             156,014
------------------------------------------------------------------------------------------------------------------
 TOTAL                                                                      133,987         176,424      1,523,404
==================================================================================================================
</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.

         THE OAKLAND PRESS and THE DAILY TRIBUNE are in Oakland County,  located
in the  northwest  suburbs of Detroit and one of the most  affluent  counties in
Michigan. Oakland County has a population of 1,204,736 and had population growth
of 11 percent from 1990 to 2004. The county has an average  household  income of
$89,969,  which is 42 percent above the national average. THE MACOMB DAILY is in
Macomb  County,  which is in the northern  suburbs of Detroit.  The county has a
population of 820,704 and had population growth of 14 percent from 1990 to 2004.
It has an  average  household  income of  $66,903,  which is  approximately  six
percent above the national average. THE MORNING SUN is in Isabella County, which
is located in the central part of the state. Isabella County has a population of
65,334 and had population growth of 20 percent from 1990 to 2004. The county has
an average household income of about $49,026. Heritage Newspapers serves an area
in the southern and southwestern  suburbs of Detroit.  The area has a population
of 1,016,313 and had  population  growth of seven percent from 1990 to 2004. The
area has an average household income of $65,799, which is four percent above the
national average.  Independent Newspapers serves an area in the northern part of
the Detroit metro area.  The area has a population of 610,492 and had population
growth of 26 percent from 1990 to 2004. The area has an average household income
of $71,720,  which is 13 percent  above the national  average.  The Lapeer Group
serves an area in the Lake  area of the state  that  includes  Lapeer,  Sanilac,
Huron,  Tuscola and Saginaw  counties.  The area has a population of 563,729 and
had  population  growth of 14 percent from 1990 to 2004. The area has an average
household  income of $62,313.  The Morning Star Group serves a large area in the
central and northern part of Michigan.  The area has a population of 966,565 and
had  population  growth of 18 percent from 1990 to 2004. The area has an average
household income of $52,615.

         CONNECTICUT. In Connecticut, the Company owns the NEW HAVEN REGISTER, a
small  metropolitan  daily  newspaper with daily  circulation  of  approximately
94,000 and Sunday  circulation  of  approximately  98,000,  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  140,000. The non-daily publications have aggregate
distribution   of   approximately   1.6  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.

                                        6
<PAGE>


         In  March  2004,  the  NEW  HAVEN  REGISTER  launched  PLAY,  a  weekly
entertainment and lifestyle  publication targeting readers 18 to 34 years old in
the Greater New Haven market.  PLAY has a distribution of approximately  24,000.
In November  2004, the NEW HAVEN REGISTER  launched  LUXURY LIVING,  a quarterly
lifestyle magazine with distribution of 30,000 serving selected affluent markets
in the Greater  New Haven and the  Connecticut  Shoreline  areas.  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 has distribution of 18,900 and was
launched by the  Litchfield  County Times Group,  which is based in New Milford,
Connecticut.  In May 2004,  the  Company  launched EL LATINO  EXPRESO,  a weekly
Spanish-language  publication  distributed  in  the  New  Britain  market.  This
publication was originally launched as a monthly and the distribution  frequency
was subsequently increased to twice monthly and, in September 2004, to weekly.

         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        94,126          98,432
THE HERALD.......................     1881        1995       New Britain      14,479          29,538(5)
THE BRISTOL PRESS................     1871        1994       Bristol          12,091                (5)
THE REGISTER CITIZEN.............     1889        1993       Torrington        9,709           8,972
THE MIDDLETOWN PRESS.............     1884        1995       Middletown        8,273                (5)
CONNECTICUT MAGAZINE
  3 publications.................     1938        1999       Trumbull                                      620,434
Shore Line Newspapers
  10 publications................     1877        1995       Guilford                                      150,678
Imprint Newspapers
  12 publications................     1880        1995       Bristol                                        93,630
Litchfield County Times Group
  3 publications.................     1981        2001       New Milford                                    52,545
Elm City Newspapers
  6 publications.................     1931        1995       Milford                                        47,066
Housatonic Publications
  7 publications.................     1825        1998       New Milford                                    37,321
Minuteman Newspapers
  2 publications.................     1993        1998       Westport                                       35,283
LUXURY LIVING....................     2004        2004(4)    New Haven                                      30,000
PLAY.............................     2004        2004(4)    New Haven                                      24,000
EL LATINO EXPRESO................     2004        2004(4)    New Britain                                    10,000
Gamer Publications
  3 publications.................     1981        1995       Bristol                                        55,000
FOOTHILLS TRADER
  3 publications.................     1965        1995       Torrington                                     49,113
CONNECTICUT COUNTY KIDS
  2 publications.................     1989        1996       Westport                                       40,000
MAIN STREET NEWS
  3 publications.................     1989        2002       Essex                                          24,251
EAST HARTFORD GAZETTE............     1885        1995       East Hartford                                  19,100
HOMEFINDER.......................     1976        1995       New Britain                                    16,065
THOMASTON EXPRESS................     1874        1994       Thomaston                                       1,511
TMC (14 publications)............                                                                          310,257
------------------------------------------------------------------------------------------------------------------
TOTAL                                                                        138,678         136,942     1,616,254
==================================================================================================================

</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.  The
     CONNECTICUT  VACATION GUIDE,  one of CONNECTICUT  MAGAZINE's  publications,
     which is published annually,  has annual  distribution of 500,000.  Another
     CONNECTICUT MAGAZINE publication, CONNECTICUT BRIDE, is published twice per
     year with distribution of 30,000 per issue.

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

(5)  The SUNDAY  HERALD  PRESS is a combined  Sunday  newspaper  that serves the
     markets served by THE HERALD,  THE BRISTOL PRESS and THE  MIDDLETOWN  PRESS
     with three zoned editions.

                                        7
<PAGE>

         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 819,364 and had population growth of approximately 18 percent from
1980 to 2004.  This area has average  household  income of $76,909,  which is 22
percent  above the  national  average,  and a retail  environment  comprised  of
approximately 7,200 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 340,384 and had population growth of approximately  nine percent
from 1980 to 2004. The BRISTOL PRESS' market area has average  household  income
of $82,857, which is 31 percent above the national average. THE MIDDLETOWN PRESS
serves an area that has a  population  of 109,201 and had  population  growth of
approximately  28 percent from 1980 to 2004.  The area served by THE  MIDDLETOWN
PRESS has average  household  income of $76,283,  which is 21 percent  above the
national  average.  THE HERALD  serves an area that has a population of 109,004,
and had population  growth of  approximately  six percent from 1980 to 2004. THE
HERALD's  market area has average  household  income of  $56,502.  THE  REGISTER
CITIZEN  serves an area that has a  population  of  258,188  and had  population
growth of  approximately  18 percent from 1980 to 2004.  THE REGISTER  CITIZEN'S
market area has average  household income of $82,489,  which is 31 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  30,000 as of  September  30, 2003,
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 76,000 and 91,000, respectively.  The five non-daily
publications  in the Greater  Cleveland  cluster have aggregate  distribution of
approximately 141,000.

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

THE NEWS-HERALD...............      1878          1987        Willoughby       45,571       56,000
THE MORNING JOURNAL...........      1921          1987        Lorain           30,860       35,034
COUNTY KIDS                                                   Willoughby
   2 publications.............      1997          1997(4)     and Lorain                                     33,702

EL LATINO EXPRESO.............      2004          2004(4)     Lorain                                         10,000
TMC (2 publications)..........                                                                               97,011
-------------------------------------------------------------------------------------------------------------------
TOTAL                                                                          76,431       91,034          140,713
===================================================================================================================

</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.

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

                                        8

<PAGE>


         In  May  2004,  the  Company  launched  EL  LATINO  EXPRESO,  a  weekly
Spanish-language  publication  distributed in THE MORNING JOURNAL'S market area.
This  publication  was  originally  launched as a monthly  and the  distribution
frequency was subsequently increased to twice monthly and, in September 2004, to
weekly.

         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  229,769  and  94,462,  respectively,   and  had
population  growth of approximately  nine percent and 36 percent,  respectively,
from 1980 to 2004.  Lake and Geauga counties have average  household  incomes of
$63,398 and $87,092,  respectively,  which are 0.3 percent and 38 percent  above
the national  average.  THE MORNING JOURNAL serves an area that has a population
of 154,049 with  population  growth of  approximately  five percent from 1980 to
2004.  Average  household  income is $62,430 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 26  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) and the KENT
COUNTY DAILY TIMES (West Warwick, RI), each of which is published daily, 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-language  weekly newspaper  acquired in January
2004.  The  five  daily   newspapers   have  aggregate   daily   circulation  of
approximately  64,000 and aggregate Sunday circulation of approximately  54,000.
The  non-daily   publications  in  this  cluster  have  total   distribution  of
approximately 313,000.

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

<TABLE>

<CAPTION>

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

                                 1872         1985      Fall River, MA         22,930          24,401
THE HERALD NEWS...........
TAUNTON DAILY GAZETTE.....       1848         1996      Taunton, MA            10,661          10,073
THE CALL..................       1892         1984      Woonsocket, RI         14,131          19,223
THE TIMES.................       1885         1984      Pawtucket, RI          11,929
KENT COUNTY DAILY TIMES...       1892         1999      West Warwick, RI        4,142
Southern Rhode Island
   Newspapers
    8 publications........       1854         1995      Wakefield, RI                                         38,363
Hometown Newspapers
    6 publications........       1969         1999      West Warwick, RI                                      44,030
                                                        Fall River, MA,
COUNTY KIDS                                             Taunton, MA and
   3 publications.........       1997         1997(4)   Pawtucket, RI                                         49,509
                                                        Pawtucket and
NEIGHBORS.................       1999         1999(4)   Woonsocket, RI                                        22,085

NORTHWEST NEIGHBORS.......       2002         2002      Woonsocket, RI                                         9,000

THE NORTH ATTLEBOROUGH                                  North
   FREE PRESS.............       1987         2003      Attleborough, MA                                      17,300

O JORNAL..................       1975         2004      Fall River, MA                                        14,296

EL LATINO EXPRESO.........       2004         2004(4)   Fall River, MA                                        13,500

HEALTHBEAT................       2004         2004(4)   Fall River, MA                                        22,219

TMC (3 publications)......                                                                                    83,066
--------------------------------------------------------------------------------------------------------------------
TOTAL                                                                          63,793          53,697        313,368
====================================================================================================================
</TABLE>


                                        9

<PAGE>


(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 free and paid.

(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 168,361 and had population growth of approximately  four percent from 1980 to
2004. The market area served by THE HERALD NEWS has average  household income of
$53,552.  The TAUNTON  DAILY  GAZETTE  serves an area that has a  population  of
143,972 and had population growth of approximately 39 percent from 1980 to 2004.
The TAUNTON DAILY GAZETTE's market area has average household income of $68,470.
THE CALL  serves an area that has a  population  of 193,806  and had  population
growth of approximately 19 percent from 1980 to 2004. THE CALL'S market area has
average  household  income of $69,402,  which is 10 percent  above the  national
average.  THE TIMES  serves an area that has a  population  of  204,272  and had
population growth of approximately 16 percent from 1980 to 2004. The market area
served by THE TIMES has  average  household  income of $58,640.  Southern  Rhode
Island  Newspapers  serve  an area  that has a  population  of  168,731  and had
population growth of approximately 38 percent from 1980 to 2004. The market area
served by Southern  Rhode  Island  Newspapers  has average  household  income of
$79,375, which is 26 percent above the national average.

         In August  2004,  the  Company  launched  EL LATINO  EXPRESO,  a weekly
Spanish-language  publication  distributed in the Fall River market.  In January
2004,  the  Company  expanded  its reach to the large  Portuguese  community  in
Central  New  England  by  acquiring  O  JORNAL,  a  weekly  Portuguese-language
newspaper based in Fall River, Massachusetts, with distribution of approximately
14,300. O JORNAL serves a Portuguese community in Massachusetts and Rhode Island
estimated to have a population  of 370,000.  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, which has
distribution of approximately 17,300.

         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. The Company believes that each of its newspapers is a significant media
outlet  in its  respective  community,  and is an  effective  vehicle  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
seven  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. In 2004, the Company expanded its Capital-Saratoga cluster
with the  acquisition  of  Mohawk  Valley  Media,  a group  of  three  non-daily
publications based in Rome, New York, with distribution of approximately 28,600.
The daily newspapers have aggregate daily  circulation of  approximately  37,000
and  aggregate  Sunday  circulation  of  approximately   34,000.  The  non-daily
publications in this cluster have total distribution of approximately 127,000.

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


                                        10

<PAGE>
<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>
THE RECORD..................        1896          1987      Troy                 19,776        21,551
                                                            Saratoga
THE SARATOGIAN..............        1855          1998      Springs              10,924        12,303
THE ONEIDA DAILY DISPATCH..         1850          1998      Oneida                6,795
Mohawk Valley Media
   3 publications...........        1993          2004      Rome                                               28,600
COMMUNITY NEWS..............        1969          1998      Clifton Park                                       30,475
Oneida-Chittenango
  Pennysaver................        1957          1998      Oneida                                             23,085

TMC (2 publications)........                                                                                   45,270
---------------------------------------------------------------------------------------------------------------------
TOTAL                                                                            37,495        33,854         127,430
=====================================================================================================================
</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.

         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 175,541,  which has remained  relatively  stable since 1980.  THE
RECORD's market has average  household income of $54,407.  THE SARATOGIAN serves
an  area  that  has a  population  of  213,455  and  had  population  growth  of
approximately  27 percent from 1980 to 2004.  THE  SARATOGIAN'S  market area has
average  household  income of $66,062.  THE ONEIDA DAILY DISPATCH serves an area
that has a population of 73,526,  and had population growth of approximately two
percent from 1980 to 2004. THE ONEIDA DAILY  DISPATCH's  market area has average
household  income  of  $57,100.  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 its  newspapers  in the region are  significant  media outlets in
their  respective  communities,   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.  For example,
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.

         MID-HUDSON REGION OF NEW YORK. The Company owns one daily newspaper and
17  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
12 non-daily  newspapers serving Dutchess and Westchester  counties in 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  21,500, Sunday
circulation  of  approximately  27,000  and  total  non-daily   distribution  of
approximately 690,000.

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

<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>

DAILY FREEMAN..................        1871          1998       Kingston      21,492        27,407
Taconic Press
  12 publications..............        1846          1998      Millbrook                                     585,242
Roe Jan Independent Publishing
    2 publications.............        1973          2001      Hillsdale                                      19,431
WHEELS.........................        2001          2001(4)   Kingston                                       38,463
DOORWAYS.......................        1983          1998      Kingston                                       29,244
TMC (1 publication)............                                                                               19,902
--------------------------------------------------------------------------------------------------------------------
TOTAL                                                                         21,492        27,407           692,282
====================================================================================================================
</TABLE>

                                        11


<PAGE>


(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.

(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
283,106 and had population growth of approximately 13 percent from 1980 to 2004.
THE DAILY FREEMAN'S  market area has average  household  income of $59,472.  The
Taconic Press newspaper group based in Dutchess County serves an area that has a
population of 103,738 and had population growth of approximately 17 percent from
1980 to  2004.  The  Taconic  Press  publications  serve  markets  with  average
household income of $76,366, which is 21 percent above the national average. THE
PUTNAM COUNTY COURIER, the largest Taconic Press non-daily  publication,  serves
an  area  that  has  a  population  of  99,830  and  had  population  growth  of
approximately  35 percent from 1980 to 2004. THE PUTNAM COUNTY  COURIER'S market
area has  average  household  income of $99,321,  which is 57 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 $67,792,  which is seven percent above the
national average.  Roe Jan's publications serve an area that has a population of
162,311.

         The Company's management believes that its Mid-Hudson Region properties
are the  leading  sources of local  information  in the  markets  they serve and
provide  an  attractive  vehicle  for area  advertisers.  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.

         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.

ONLINE OPERATIONS

         Journal Register  Company  operates 195 Websites,  which are affiliated
with the  Company's  daily  newspapers  and non-daily  publications,  as well as
portal sites for each of its seven  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:

<TABLE>

<CAPTION>

GEOGRAPHIC CLUSTER                                   CLUSTER/PORTAL SITE
                                             (number of individual Websites)
<S>                                                          <C>


Greater Philadelphia................................www.allaroundphilly.com (79)

Michigan............................................www.micentral.com (24)

Connecticut.........................................www.ctcentral.com (46)

Greater Cleveland...................................www.allaroundcleveland.com (6)

Central New England.................................www.ricentral.com (16)

Capital-Saratoga Region of New York.................www.capitalcentral.com (9)

Mid-Hudson Region of New York.......................www.midhudsoncentral.com (14)

</TABLE>


                                   12

<PAGE>


         The primary  source of online  revenue is classified  advertising.  For
the year ended December 26, 2004, the Company's Websites generated approximately
$6.2 million of revenue as compared to approximately $4.7 million for the fiscal
year ended December 28, 2003, an increase of 31.0 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  76 percent of the
Company's  total revenues for fiscal year 2004. 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
display,  classified  or  national).  In fiscal  year 2004,  local and  regional
display advertising accounted for the largest share of the Company's advertising
revenues  (approximately  55.0  percent),  followed  by  classified  advertising
(approximately  39.7  percent)  and  national  advertising   (approximately  5.3
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 2004 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.  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  20.3 percent of the
Company's total revenues in fiscal year 2004. Approximately 62 percent of fiscal
year  2004  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 26, 2004, the Company
had  total  daily  paid  circulation  of  approximately   653,000,  paid  Sunday
circulation of approximately 700,000 and non-daily distribution of approximately
5 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 2004  Scarborough
Research  studies,  which measured all 27 of the Company's daily  newspapers and
several of its non-daily  publications,  reported a 2.1 percent  average gain in
overall  daily  readership  and a 3.1  percent  average  gain in overall  Sunday
readership as compared to the results from  Scarborough  Research's  Spring 2004
studies for the  Company's  publications  that were  measured.



                                       13
<PAGE>

In recent years,  circulation  has generally  declined  throughout the newspaper
industry,  and the Company's  newspapers have generally  experienced this trend.
The Company believes that recent changes in telemarketing  rules and regulations
have impacted the ability of the Company to solicit new subscribers,  as well as
the cost of such  solicitation.  Other methods to attract and retain subscribers
have been, and remain, in use by the Company.  The Company seeks to maximize its
overall  operating  performance  rather  than  maximizing   circulation  of  its
individual newspapers.

OTHER OPERATIONS

         As  of  December  26,  2004,  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.  Certain  of the  Company's  publications  are  printed  at  these
facilities,  in addition to the products  printed for  non-affiliated  entities.
Commercial  printing  operations and other revenues  accounted for approximately
3.7 percent of the Company's total revenues in fiscal year 2004.

EMPLOYEES

         As of December  26, 2004,  the  Company  employed  approximately  6,200
full-time and part-time  employees,  or 5,400  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 nine newspapers,  representing approximately 25 percent
of  the  employees  covered  by  collective  bargaining   agreements,   will  be
renegotiated in 2005.

RAW MATERIALS

         The basic raw  material for  newspapers  is  newsprint.  In fiscal year
2004,  the Company  consumed  approximately  56,000  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
2004,  2003 and 2002 was  approximately  $550, $503 and $465,  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 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 subject to
price  fluctuations.  The  Company's  average price per ton of newsprint for the
full  fiscal  year  increased  approximately  nine  percent  in 2004,  increased
approximately  eight percent in 2003 and decreased  approximately  22 percent in
2002, 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 2004, the Company's  newsprint cost (excluding  paper
consumed in the Company's  commercial  printing  operations)  was  approximately
seven 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



                                   14

<PAGE>


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 have impacted 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  Company's  Board of  Directors  has  elected  a lead  independent
director,  who will preside  over  executive  sessions of the Board.  Currently,
seven of the nine  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
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 has filed the required certifications under Section 302 of
the  Sarbanes-Oxley  Act of 2002  regarding the quality of the Company's  public
disclosures,  and the Company's Chairman,  President and Chief Executive Officer
has  certified to the New York Stock  Exchange  that he is not aware,  as of the
date of such  certification,  of any  violation  by the  Company of the New York
Stock Exchange Corporate Governance Listing Standards.

          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,  including 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. 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.


                                   15

<PAGE>


ITEM 2.  PROPERTIES.

          As of December 26, 2004,  the Company  operated  approximately  200
facilities  in the course of producing  and  publishing  its daily and non-daily
publications. Approximately 150 of these facilities are leased for terms ranging
from  month-to-month to eleven years. These leased facilities range in size from
approximately  180 to  approximately  60,000  square  feet.  Except as otherwise
noted,  the  facilities  identified  below are  utilized for office  space.  The
location and approximate size of the principal  physical  properties used by the
Company at  December  26,  2004,  as well as the  expiration  date of the leases
relating to such properties that the Company leases, are set forth below:


<TABLE>

<CAPTION>

                                                     OWNED                     LEASED                   LEASE
LOCATION                                           SQUARE FEET              SQUARE FEET            EXPIRATION DATE
-----------------------------------------------------------------------------------------------------------------

<S>                                                   <C>                     <C>                      <C>

Ardmore, PA...........................              25,250
Bristol, CT...........................              40,000
Bristol, PA...........................              70,000(1)
Clinton Twp., MI......................              33,550(1)
Exton, PA.............................              86,395(1)
Fall River, MA........................              53,371(1)
Fort Washington, PA...................              23,490                   7,500                   9/30/05
Kingston, NY..........................              25,800(1)
Lansdale, PA..........................              22,400
Lapeer, MI............................              10,000(1)
Lorain, OH............................              68,770(1)
Madison Heights, MI...................                                       41,247                  2/28/07
Middletown, CT........................              30,000
Mt. Clemens, MI.......................                                       30,125                  8/16/14
Mt. Pleasant, MI......................                                       60,000(1)               7/31/15
New Britain, CT.......................              33,977(1)
New Haven, CT.........................             205,000(1)
Norristown, PA........................              40,000
North Haven, CT.......................              24,000(1)                10,000(1)(2)           12/31/04
Oneida, NY............................              24,000(1)
Pawtucket, RI.........................              41,096
Pontiac, MI...........................              79,762(1)
Pottstown, PA.........................              48,000
Primos, PA............................              85,000(1)
State College, PA.....................              23,365(1)                  3,000(2)              7/31/05
Southgate, MI.........................                                        19,735                10/31/09
Taunton, MA...........................              21,100
Torrington, CT........................              41,370(1)
Trenton, NJ...........................              51,489(1)                 22,172                11/30/10
Troy, NY..............................              50,000(1)
West Chester, PA......................              34,000
Willoughby, OH........................              80,400(1)
Woonsocket, RI........................              50,938(1)
-----------------------------------------------------------------------------------------------------------------


</TABLE>

(1)      Production facility
(2)      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."

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 15, 2005
with respect to each person who is an executive officer of the Company:

<TABLE>

<CAPTION>
               OFFICER                         POSITION

<S>            <C>                             <C>

               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

</TABLE>


         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 29
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 54 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 19
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 44 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 42 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 60 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 30 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 58 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 Bachner,  Tally,  Polevoy & Misher LLP. Mr.
Goldfarb has 17 years of diverse legal, financial and strategic experience.  Mr.
Goldfarb  earned his Juris Doctor from the  University of  Pennsylvania  and his
Bachelor of Science  degree from Cornell  University.  Mr.  Goldfarb is 41 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:

<TABLE>

<CAPTION>

     <S>           <C>          <C>            <C>

                   YEAR        QUARTER        LOW          HIGH
               -----------------------------------------------------
                   2003         First        $14.85       $18.26
                                Second       $15.10       $18.90
                                Third        $17.90       $19.49
                                Fourth       $18.69       $20.40
               -----------------------------------------------------
                   2004         First        $19.60       $21.31
                                Second       $19.08       $22.10
                                Third        $18.50       $20.66
                                Fourth       $17.65       $19.62

</TABLE>

         On March 15, 2005,  there were  approximately 60 stockholders of record
of the Company's Common Stock. The Company believes that there are approximately
7,900 beneficial owners of its shares of Common Stock.

         The Company has not  historically  paid  dividends on its Common Stock,
although  the  Company  may  elect  to pay such  dividends  in the  future.  The
Company's Credit Agreement (as hereinafter  defined) places certain  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 proceeding of a subsidiary, creditors of such subsidiary would generally
be entitled to priority  over the Company with respect to 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)             DEC. 26,      DEC. 28,      DEC. 29,       DEC. 30,      DEC. 31,
FISCAL YEAR ENDED(1)                                        2004          2003          2002           2001          2000
------------------------------------------------------------------------------------------------------------------------------

STATEMENT OF INCOME DATA:
REVENUES:
Advertising                                              $   361,591    $  298,986   $   297,056  $    287,859   $   343,130
Circulation                                                   96,770        90,034        91,123        87,737        96,852
------------------------------------------------------------------------------------------------------------------------------
Newspaper revenues                                           458,361       389,020       388,179       375,596       439,982
Commercial printing and other                                 17,366        16,966        19,575        18,809        23,987
------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                        475,727       405,986       407,754       394,405       463,969
------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Salaries and employee benefits                               181,888       155,355       150,614       140,522       155,161
Newsprint, ink and printing charges(2)                        38,678        31,181        32,023        37,741        46,533
Selling, general and administrative(2)                        66,389        51,932        52,976        47,810        47,008
Depreciation and amortization                                 17,153        15,447        14,927        26,317        27,616
Other                                                         66,339        58,334        56,866        53,474        58,395
------------------------------------------------------------------------------------------------------------------------------
                                                             370,447       312,249       307,406       305,864       334,713
------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                             105,280        93,737       100,348        88,541       129,256
------------------------------------------------------------------------------------------------------------------------------
Net interest expense and other                               (19,362)      (15,627)      (23,677)      (30,490)      (48,020)
Gains on sales of newspaper properties                             -             -             -        32,212       180,720
Write-off of debt issuance costs                              (1,211)            -             -             -             -
------------------------------------------------------------------------------------------------------------------------------
Income before provision for income taxes and
   equity interest                                            84,707        78,110        76,671        90,263       261,956
Provision (benefit) for income taxes                         (31,806)        6,120        27,444        10,818        90,951
------------------------------------------------------------------------------------------------------------------------------
Income before equity interest                                116,513        71,990        49,227        79,445       171,005
Equity interest                                                    -             -             -        (1,313)       (1,624)
------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                               $   116,513    $   71,990   $    49,227  $     78,132   $    169,381

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

Net income per common share:
   Basic                                                 $      2.78    $     1.75   $      1.18   $     1.85    $      3.74
   Diluted                                               $      2.74    $     1.72   $      1.16   $     1.83    $      3.72
==============================================================================================================================

OTHER DATA:
EBITDA(3)                                                $   122,433    $  109,184   $   115,275  $    114,858   $   156,871
EBITDA Margin(3)                                               25.7%         26.9%         28.3%         29.1%         33.8%
Free cash flow, as adjusted(3)                           $    71,388    $   58,916   $    61,631  $     57,136   $    86,701
Free cash flow, as adjusted, per diluted share(3)        $      1.68    $     1.41          1.46          1.34          1.91
Capital expenditures(4)                                  $    14,893    $   15,129   $    13,010  $     34,929   $    21,550

Number of publications, end of period:
   Daily                                                          27            23            23            23            24
   Non-Daily                                                     338           236           233           206           158
==============================================================================================================================

BALANCE SHEET DATA:
Total current assets
                                                         $    94,034    $   58,087   $    65,383         66,573  $     79,359
Property, plant and equipment, net                       $   158,005    $  126,013   $   125,680  $     124,440  $    104,178
Total assets                                             $ 1,183,518    $  693,060   $   701,703  $     711,171  $    657,350
Total current liabilities, less current
    maturities of long-term debt                         $    76,884    $   45,632   $    52,069  $      62,877  $     51,542
Total senior debt, including current maturities          $   778,300    $  418,345   $   483,369  $     522,771  $    494,635
Stockholders' equity (deficit)                           $   200,320    $   72,344   $    (3,879)       (36,198) $    (55,726)
</TABLE>




                                       19
<PAGE>



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

(1)   The Company has a 52/53 week  fiscal year  generally  ending on the Sunday
      closest to the end of the calendar year.  The Company's  fiscal year ended
      December 31, 2000  consisted of 53 weeks.  All other fiscal years included
      above consisted of 52 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 net income plus  provision  for income
      taxes,  net  interest  expense,   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. EBITDA
      Margin is defined as EBITDA divided by total revenues,  and is widely used
      within the Company's industry to illustrate the percentage of revenue that
      is converted into EBITDA.  These non-GAAP financial measures should not be
      considered  as  alternatives  to measures  of  performance  calculated  in
      accordance  with generally  accepted  accounting  principles in the United
      States ("GAAP"), such as operating income or net income.

      The Company believes that the use of certain non-GAAP  financial  measures
      enables the  Company  and its  analysts,  investors  and other  interested
      parties to evaluate and compare the Company's  results from operations and
      cash  resources  generated  from its  business  in a more  meaningful  and
      consistent  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.  The Company believes the use of
      EBITDA is appropriate given the generally  predictable cash flow generated
      by the  Company's  operations  and the  short  period  of time it takes to
      convert new orders to cash.  EBITDA is also the basis of certain covenants
      contained in the Company's Credit Agreement.  See "Management's Discussion
      and  Analysis  of  Financial  Condition  and  Results of  Operations."  In
      addition,  the  Company  believes  that  free  cash  flow is  useful  as a
      supplemental  measure  of  evaluating  financial  performance  because  it
      provides an alternative measure of the cash generated by the Company after
      payment of expenses,  including  investments,  and therefore available for
      further investment in the business,  including acquisitions,  or for other
      uses such as repayment  of  indebtedness  or  repurchases  of  outstanding
      equity securities.

      However,  not all companies  calculate EBITDA (and EBITDA margin) 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.  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  and  $10.8   million  in  fiscal  years  2001  and  2000,
      respectively. Capitalized interest associated with Journal Register Offset
      was $1.3  million in fiscal  year 2001 and  $601,000  in fiscal year 2000.
      These  expenditures  have been excluded from the  calculation of free cash
      flow due to the large and  non-recurring  nature of the  Journal  Register
      Offset project. 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.  The
Company's revenues are derived primarily from advertising,  paid circulation and
commercial printing.

         As of  December  26,  2004,  the  Company  owned and  operated 27 daily
newspapers  and 338  non-daily  publications  strategically  clustered  in seven
geographic  areas:  Greater  Philadelphia;  Michigan;  Connecticut;  the Greater
Cleveland  area of Ohio;  Central  New  England;  and the  Capital-Saratoga  and
Mid-Hudson  regions of New York. The Company has total paid daily circulation of
approximately  653,000,  total paid Sunday circulation of approximately  700,000
and total non-daily distribution of approximately 5 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 its strategy,  the Company focuses on increasing advertising
and  circulation  revenues and  expanding  readership  at its existing and newly
acquired  properties.  The Company has also developed certain operating policies
and standards,  which it believes have resulted in significant  improvements  in
the  cash  flow and  profitability  of its  existing  and  acquired  newspapers,
including: (i) focusing on local content; (ii) maintaining and improving product
quality; (iii) enhancing distribution; and (iv) promoting community involvement.

         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  (76.0 percent of
fiscal year 2004 revenues),  paid circulation  (20.3 percent of fiscal year 2004
revenues),  including single copy sales and  subscription  sales, and commercial
printing  and other  activities  (3.7  percent  of fiscal  year 2004  revenues).
Advertising   revenues  are   comprised  of  three  basic   categories:   retail
(approximately   55.0  percent  of  fiscal  year  2004  advertising   revenues);
classified   (approximately   39.7  percent  of  fiscal  year  2004  advertising
revenues);   and  national  (approximately  5.3  percent  of  fiscal  year  2004
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 are 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  2004  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 of $6.2  million  are  included in
advertising revenues for the fiscal year ended December 26, 2004 and constituted
approximately  1.7 percent of total  advertising  revenues  during the year. The
Company's online objective is to make its Websites,  all of which are accessible
through WWW.JOURNALREGISTER.COM, the local


                                       21
<PAGE>

information portal for their respective markets by establishing such Websites as
the  indispensable  source  of  useful  and  reliable  community  news,  sports,
information and advertising in their markets. The Company currently operates 195
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.

ACQUISITIONS

         On August 12,  2004,  the Company  completed  the  acquisition  of 21st
Century  Newspapers,  Inc.,  a  privately-held  operator  of one of the  largest
newspaper clusters in the United States. Located in Michigan,  21st Century owns
four daily  newspapers  with  combined  average  daily net paid  circulation  of
approximately  132,000  and  combined  average  Sunday net paid  circulation  of
approximately  177,000,  and 85 non-daily  publications  with  approximately 1.5
million  non-daily  distribution.  The 21st  Century  newspaper  cluster  is the
Company's  second  largest  cluster  based on  annualized  revenues,  after  the
Company's Greater Philadelphia  cluster. THE OAKLAND PRESS and THE MACOMB DAILY,
two of 21st  Century's  daily  newspapers,  are the  Company's  second and third
largest  newspapers,  respectively,  with the NEW HAVEN  REGISTER  remaining the
Company's flagship and largest newspaper.

         The Company completed three additional acquisitions during 2004 and one
acquisition  during  2003.  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 May 4, 2004, the Company
completed  the  acquisition  of the assets of Mohawk  Valley  Media,  a group of
non-daily  publications  based in Rome,  New York serving  Rome and  neighboring
communities.  On October 4, 2004, the Company  acquired the assets of Berks-Mont
Newspapers,   Inc.,  a  privately  held  non-daily  newspaper  group,  based  in
Boyertown, Pennsylvania, that includes nine non-daily publications with combined
circulation  of  approximately  148,000.  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.

         From  September 1993 through  December  2004, the Company  completed 30
strategic  acquisitions  (including those described  above),  acquiring 18 daily
newspapers,  294 non-daily  publications and four commercial printing companies.
Three of the four commercial  printing  facilities  owned by the Company print a
number  of the  Company's  non-daily  publications  and the  fourth is a premium
quality sheet-fed printing company.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED  DECEMBER 26, 2004 COMPARED TO FISCAL YEAR ENDED  DECEMBER 28,
2003

         FOR COMPARISON  PURPOSES,  WHERE NOTED,  THE COMPANY'S FISCAL YEAR 2004
AND 2003  RESULTS ARE  PRESENTED  ON A  SAME-STORE  BASIS,  WHICH  EXCLUDES  THE
COMPANY'S ACQUISITIONS COMPLETED IN 2004 AND 2003.

         SUMMARY.  Net income  for the  fiscal  year  ended  December  26,  2004
("fiscal year 2004") was $116.5 million, or $2.74 per diluted share, as compared
to $72.0 million, or $1.72 per diluted share, for the fiscal year ended December
28, 2003 ("fiscal year 2003"). Excluding the reversal of certain tax accruals in
fiscal year 2004 and in fiscal year 2003,  which  increased  net income by $64.9
million in fiscal year 2004 and $22.8  million in fiscal year 2003, as well as a
special  charge of  approximately  $0.7 million (net of tax effect)  recorded in
fiscal  year 2004  related to the  extinguishment  of the  Company's  refinanced
credit  facility and a charge of $0.6  million  (net of tax effect)  recorded in
fiscal year 2003 related to a potential  acquisition  that was not  consummated,
earnings for fiscal


                                       22
<PAGE>

year 2004 were $52.3 million,  or $1.23 per diluted share,  as compared to $49.8
million,  or $1.19 per diluted  share,  for fiscal year 2003, an increase in net
income of 5.1 percent.

         REVENUES.  The  Company's  reported  revenues  were $475.7  million for
fiscal year 2004 as compared to $406.0 million for fiscal year 2003, an increase
of 17.2  percent.  Newspaper  revenues  for fiscal  year 2004 as compared to the
prior year  period  increased  approximately  $69.3  million,  or 17.8  percent,
primarily as a result of an increase in revenues  associated  with the Company's
acquisitions of $60.7 million, an increase in same-store advertising revenues of
$10.9 million, or 3.7 percent,  and an increase in reported circulation revenues
of $6.7  million,  or 7.5  percent.  The  increase in  circulation  revenues was
related  to  the  Company's  acquisitions,  partially  offset  by a 1.0  percent
decrease in same-store  circulation  revenues.  Online  revenues for fiscal year
2004,  which are  included in  advertising  revenues,  were  approximately  $6.2
million, an increase of approximately 31.0 percent as compared to the prior year
period.  Commercial  printing and other  revenues for fiscal year 2004 increased
$0.4  million,  or 2.4 percent,  to $17.4  million as compared to the prior year
period, and represented  approximately 3.7 percent of the Company's revenues for
fiscal year 2004.

         The  following  table  sets  forth  the  Company's  total   advertising
revenues, by category, for fiscal years 2004 and 2003:

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

                                                                         FISCAL YEAR ENDED
                                                 -------------------------------------------------------------------
     (IN THOUSANDS)                               DEC. 26, 2004         DEC. 28, 2003              INCREASE
     ---------------------------------------------------------------------------------------------------------------
     Local                                          $ 199,092            $  164,882                  20.7%
     Classified                                       143,441               119,591                  19.9%
     National                                          19,058                14,513                  31.3%
     ---------------------------------------------------------------------------------------------------------------
        Total advertising revenues                  $ 361,591            $  298,986                  20.9%
     ===============================================================================================================
</TABLE>

         SAME-STORE  NEWSPAPER REVENUES.  On a same-store basis, total newspaper
revenues  for fiscal  year 2004  increased  2.6 percent to $399.0  million  from
$389.0 million in fiscal year 2003.  Same-store  advertising revenues for fiscal
year  2004  were  $309.9  million,   a  3.7  percent  increase  over  same-store
advertising  revenues  of $298.9  million in fiscal  year 2003,  primarily  as a
result of increases in all categories of advertising revenues, including: retail
advertising  revenues, up 1.7 percent;  classified  advertising revenues, up 4.9
percent;  and national  advertising  revenues,  up 15.8 percent, in each case as
compared to fiscal year 2003.  The increase in classified  advertising  revenues
during  fiscal year 2004  resulted  primarily  from a 13.4  percent  increase in
classified  real estate  advertising  revenues  and a 10.5  percent  increase in
classified employment  advertising  revenues,  partially offset by a 7.4 percent
decrease in classified automotive  advertising revenues.  Same-store circulation
revenues  decreased  1.0 percent in fiscal year 2004 to $89.1 million from $90.0
million in fiscal year 2003.

         SALARIES AND EMPLOYEE BENEFITS.  Salaries and employee benefit expenses
were 38.2 percent of the Company's total revenues for fiscal year 2004, compared
to 38.3 percent for fiscal year 2003.  Salaries and employee benefits  increased
$26.5 million, or 17.1 percent, in fiscal year 2004 to $181.9 million, primarily
as a result of the  Company's  acquisitions.  Same-store  salaries  and employee
benefits increased $1.0 million, or 0.7 percent, primarily due to an increase in
cash compensation partially offset by a decrease in employee benefit expense.

         NEWSPRINT,  INK AND PRINTING CHARGES. For fiscal year 2004,  newsprint,
ink and printing charges were 8.1 percent of the Company's revenues, as compared
to 7.7  percent  for  fiscal  year 2003.  Newsprint,  ink and  printing  charges
increased $7.5 million,  or 24.0 percent,  for fiscal year 2004 to $38.7 million
as compared to the prior year, due principally to the Company's acquisitions and
an increase in the unit cost of newsprint of  approximately  nine percent.  On a
same-store basis,  newsprint,  ink and printing charges increased  approximately
$1.4  million,  or 4.5  percent,  primarily  due to the  increase  in  newsprint
expense.  The increase in newsprint  expense was due to an increase in newsprint
prices  of  approximately  nine  percent,  partially  offset  by a  decrease  in
newsprint consumption.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative  expenses  were 14.0  percent and 12.8  percent of the  Company's
revenues  for fiscal  years 2004 and 2003,  respectively.  Selling,  general and
administrative  expenses  increased $14.5 million,  or 27.8 percent,  for fiscal
year 2004 to $66.4  million as compared to the prior year,  primarily due to the
Company's  acquisitions  and expenses  associated with the Company's  compliance
with  Section 404 of the  Sarbanes-Oxley  Act of 2002  ("Sarbanes-Oxley").  On a
same-store basis, selling,  general and administrative  expenses for fiscal year
2004 increased $3.8 million, or 7.4 percent, principally as
<PAGE>


a result of costs associated with the Company's  compliance with  Sarbanes-Oxley
Section  404.  The  Company  expects  that it will  continue  to incur  expenses
associated with ongoing Sarbanes-Oxley compliance and the initial implementation
of  Sarbanes-Oxley  in the Company's  Michigan  cluster.

         DEPRECIATION AND AMORTIZATION.  Depreciation and amortization  expenses
were 3.6 percent and 3.8 percent of the Company's revenues for fiscal years 2004
and 2003,  respectively.  Depreciation and amortization  expenses increased $1.7
million,  or 11.0 percent,  to $17.2 million for fiscal year 2004 as compared to
fiscal year 2003. This increase was primarily due to the Company's  acquisitions
and increased amortization expense related to the new Credit Agreement.

         OTHER  EXPENSES.  Other  expenses were 13.9 percent and 14.4 percent of
the  Company's  revenues  for  fiscal  year 2004 and 2003,  respectively.  Other
expenses  increased 13.7 percent to $66.3 million in fiscal year 2004 from $58.3
million  in  fiscal  year  2003,   primarily  as  a  result  of  the   Company's
acquisitions. On a same-store basis, other expenses increased approximately $0.8
million, or 1.4 percent.

         OPERATING  INCOME.  Operating income  increased $11.5 million,  or 12.3
percent,  for fiscal year 2004 to $105.3 million as compared to $93.7 million in
fiscal year 2003 primarily due to the items described above.

         NET  INTEREST  EXPENSE  AND  OTHER.  Net  interest  expense  and  other
increased $3.7 million, or 23.9 percent,  from $15.6 million in fiscal year 2003
to $19.4 million in fiscal year 2004.  This increase was primarily due to higher
interest expense,  which resulted from higher  prevailing  interest rates and an
increase in the Company's  weighted average debt outstanding  during fiscal year
2004 as compared to fiscal year 2003. The increase in the weighted  average debt
outstanding is a result of the Company's August 2004 acquisition of 21st Century
Newspapers, partially offset by a reduction in average debt outstanding funded
by the Company's free cash flow.

         PROVISION  (BENEFIT) FOR INCOME TAXES. The Company's effective tax rate
was 39.1  percent for fiscal  year 2004 as  compared to 37.0  percent for fiscal
year 2003,  excluding the reversal in each year of certain tax  accruals,  which
were determined to no longer be required.

         OTHER  INFORMATION.  EBITDA for fiscal year 2004 was $122.4  million as
compared  to $109.2  million  for  fiscal  year  2003.  Free cash flow was $71.4
million,  or $1.68 per diluted share,  for fiscal year 2004 as compared to $58.9
million,  or $1.41 per diluted share, for fiscal year 2003. 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 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


                                       24
<PAGE>


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
                                                 -------------------------------------------------------------------
     (IN THOUSANDS)                                  DEC. 28, 2003         DEC. 29, 2002      INCREASE/(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.

         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.


                                       25
<PAGE>


         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  (BENEFIT) 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.

         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.

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 2004, 2003 and 2002:

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

                                                     FISCAL YEAR ENDED
                                        -------------------- -- ------------------ ---------------------
        (IN THOUSANDS)                        DEC. 26, 2004         DEC. 28, 2003         DEC. 29, 2002
        ------------------------------- -------------------- -- ------------------ ---------------------
        Operating activities                   $   86,813               $ 81,411              $ 58,964
        Investing activities                   $ (441,381)              $(15,551)             $(21,322)
        Financing activities                   $  354,588               $(65,862)             $(37,719)
        ------------------------------- -------------------- -- ------------------ ---------------------

</TABLE>


         CASH FLOWS FROM OPERATING ACTIVITIES.  Net cash provided from operating
activities  was $86.8  million for fiscal year 2004 as compared to $81.4 million
in the prior year.  Current  assets were $94.0  million and current  liabilities
were $76.9  million as of December  26,  2004.  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 2004, net cash
used in investing activities was $441.4 million as compared to $15.6 million for
fiscal year 2003. Cash used in investing  activities in 2004 was for funding the
21st Century acquisition and for investments in property, plant and equipment.

         The  Company has a capital  expenditure  program of  approximately  $22
million in place for 2005 (excluding any payments related to a press replacement
project at The Macomb Daily), 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 provided by financing
activities  was $354.6  million in fiscal year 2004 as compared to net cash used
in financing  activities of $65.9 million in fiscal year 2003. Net cash provided
by  financing  activities  reflects  the  $795.0  million of  proceeds  from the
Company's new Credit  Agreement,


                                       26
<PAGE>


which were used to repay amounts outstanding under the prior credit facility, to
finance the 21st Century  acquisition and to pay associated debt financing fees.
Net cash provided by financing  activities also reflects the utilization of cash
flows from  operations  to repay debt and cash flows  provided  by stock  option
exercises.

         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.  The Company
did not repurchase any shares in fiscal year 2004.

         DEBT AND  INTEREST  RATE  DERIVATIVES.  The Company  entered into a new
credit  agreement  on August 12, 2004 with a group of  lenders,  led by JPMorgan
Chase  Bank  as  administrative  agent  (the  "Credit  Agreement").  The  Credit
Agreement  provides for (i) two secured term loan facilities  ("Term Loan A" and
"Term Loan B" or collectively, the "Term Loans"), with Term Loan A having a face
amount of $275 million and Term Loan B having a face amount of $350 million, and
(ii) a secured  revolving credit facility (the "Revolving  Credit  Facility") of
$425 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
provided for in the Credit Agreement. To date, the Company has not drawn down on
the  Incremental  Facility.  As of December 26, 2004,  the maximum  availability
under the Revolving Credit Facility was $266.3 million  (including the impact of
$5.4  million  in  outstanding   letters  of  credit  issued  under  the  Credit
Agreement),  with  approximately  $160 million currently  available based on the
terms of the Credit Agreement.

         Term Loan A and Term Loan B mature on November  12, 2011 and August 12,
2012,  respectively,  and the Revolving  Credit Facility matures on November 12,
2011.  The Term Loans are  repayable in  quarterly  installments  commencing  in
December 2006 and the  availability of the Revolving  Credit Facility is subject
to certain quarterly reductions that commence in December 2009.

         The amounts outstanding under the Credit Agreement bear interest at (i)
1.5 percent to 0.625 percent above LIBOR (as defined in the Credit Agreement) or
(ii) 0.25  percent  to 0  percent  above  the  higher of (a) the Prime  Rate (as
defined in the Credit Agreement) or (b) 0.5 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 the Company's  debt to the Company's
trailing four quarters  Cash Flow (as defined in the Credit  Agreement)  and are
reduced or  increased as such ratio  declines or  increases,  respectively.  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.

         In  accordance  with the  requirements  of the  Credit  Agreement,  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.  The
minimum  requirement  varies depending on the Company's Total Leverage Ratio, as
defined in the Credit Agreement.

         Pursuant to these requirements,  the Company entered into certain IRPAs
that consist of (i)  interest  rate collars  ("Collars")  that  establish a base
interest rate ceiling  ("Cap") and a base interest rate floor ("floor") and (ii)
interest  rate swaps  ("Swaps") in which the Company  exchanges a portion of its
floating  rate debt for fixed rate debt,  in each case at no initial cost to the
Company. Pursuant to the terms of the Collars, in the event 90-day LIBOR exceeds
the Cap, the Company will  receive cash from the issuers to  compensate  for the
rate in excess of the Cap.  If the 90-day  LIBOR is lower  than the  floor,  the
Company will pay cash to the issuers to compensate for the rate below the floor.
Each of the Collars is for a fixed  notional  amount,  as set forth in the chart
below.  As of December 26, 2004,  the aggregate  notional  amount of outstanding
Collars in effect was $300 million.

         The  following  table  summarizes  the Company's  existing  Collars and
contracts for Collars that have an effective  date  occurring in the future,  in
each case at December 26, 2004:

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


               EFFECTIVE DATE          CAP (%)      FLOOR (%)        NOTIONAL AMOUNT            TERM

           January 29, 2003              4.0          1.54             $150 million            2 years
           August 20, 2004               4.5          2.05             $50 million             2 years
           October 29, 2004              4.5          2.08             $100 million            2 years


                                       27
<PAGE>

           January 29, 2005              4.5          2.38             $50 million             2 years
           January 29, 2005              4.5          2.47             $100 million            2 years
           January 29, 2007              6.0          3.39             $100 million         2.75 years

</TABLE>

         Pursuant to the terms of the Swaps,  in the event 90-day LIBOR  exceeds
the fixed  interest  rate,  the Company  will  receive  cash from the issuers to
compensate  for the rate in excess of the fixed  rate.  If the  90-day  LIBOR is
lower  than  the  fixed  rate,  the  Company  will pay  cash to the  issuers  to
compensate for the rate below the fixed rate.

         The  following  table  summarizes  the  Company's  existing  Swaps  and
executed  contracts  for Swaps not yet  effective,  in each case at December 26,
2004:

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


               EFFECTIVE DATE          FIXED RATE (%)          NOTIONAL AMOUNT                TERM

           December 3, 2004                 3.48                 $50 million                 3 years
           April 1, 2005                    4.06                 $100 million             4.75 years
           April 1, 2005                    4.085                $112 million(1)          4.75 years

</TABLE>

  (1) Represents the average of an amortizing notional amount.

         Under Financial  Accounting Standard No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING  ACTIVITIES  ("SFAS 133"),  as amended,  the fair market
value of  derivatives  is  reported  as an  adjustment  to  Other  Comprehensive
Income/Loss  ("OCI").  The IRPAs were fully  effective in hedging the changes in
cash flows related to the debt obligation during the fiscal years ended December
26, 2004 and December 28, 2003.  The total  deferred  loss reported in OCI as of
December  26,  2004 and  December  28, 2003 was  approximately  $26,000 and $1.5
million,  respectively  (net of  $18,000  and $1.0  million of  deferred  taxes,
respectively).

         Each IRPA is designated  for all or a portion of the principal  balance
and term of a specific debt obligation. 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.

         The   Company's    weighted-average   effective   interest   rate   was
approximately  3.5 percent for the fiscal year ended  December 26,  2004.  These
interest rates reflect the effect of a $2.1 million  pre-tax charge realized and
reported  as a  component  of  interest  expense  for the period  related to the
Company's IRPAs in place during 2004.

         CONTRACTUAL  OBLIGATIONS AND COMMITMENTS.  As of December 26, 2004, the
Company had outstanding indebtedness under the Credit Agreement, due and payable
in  installments  through 2012, of $778.3  million,  of which $153.3 million was
outstanding   under  the  Revolving  Credit  Facility  and  $625.0  million  was
outstanding  under the Term Loans.  The aggregate  maturities  payable under the
Term Loans for the following years are as follows (IN THOUSANDS):

                2006                                  $    7,750
                2007                                      34,438
                2008                                      48,188
                2009                                      61,937
                2010                                      71,562
                2011                                      69,500
                2012                                     331,625

         The Revolving  Credit  Facility is available  until  November 12, 2011.
Initial  availability was $425 million and will be reduced by equal  consecutive
quarterly  reductions,  commencing on December 31, 2009, 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 (IN THOUSANDS):



                                       28
<PAGE>




            December 31, 2009                          $ 21,250
            December 31, 2010                            63,750
            November 12, 2011                           340,000

         As of December 26, 2004, the maximum  availability  under the Revolving
Credit  Facility  was $266.3  million  (including  the impact of $5.4 million in
outstanding  letters  of  credit  issued  under  the  Credit  Agreement),   with
approximately $160 million currently  available based on the terms of the Credit
Agreement.

         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,  purchase  treasury  stock,  incur
additional indebtedness,  create liens, sell assets, consummate mergers and make
capital expenditures, investments and acquisitions. As of December 26, 2004, the
Company was in compliance with the financial  covenants  contained in the Credit
Agreement.

         The following table  summarizes the Company's  significant  contractual
obligations at December 26, 2004.  Information  regarding recurring purchases of
materials for use in the Company's  daily  operations is not included,  as these
amounts are  generally  consistent  from year to year and are not  long-term  in
nature (typically less than three months).  See "Liquidity and Capital Resources
- Debt and Interest Rate Derivatives" for a discussion of the Company's interest
rate protection agreements.

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

                                                                    PAYMENTS DUE BY PERIOD
                                            ------------------------------------------------------------------------
   (IN THOUSANDS)                              TOTAL      LESS THAN 1       1 - 3         3 - 5        MORE THAN
                                                              YEAR          YEARS         YEARS         5 YEARS
   ---------------------------------------  ------------ --------------- ------------- ------------ ----------------
   CONTRACTUAL OBLIGATIONS:
   Long-term debt                             $ 778,300         $     -      $ 42,188    $ 110,125       $ 625,987
   Operating lease obligations                   10,934           3,876         3,926        2,189             943
   Capital lease obligations (including
       interest at 4.3% to 17.3%)                 5,688             533         1,055        1,031           3,069
   Purchase obligations                           5,925           2,321         3,514           90               -
   ---------------------------------------- ------------ --------------- ------------- ------------ ----------------
      Total                                   $ 800,847         $ 6,730     $  50,683    $ 113,435      $  629,999
   ---------------------------------------- ------------ --------------- ------------- ------------ ----------------

         OFF-BALANCE  SHEET  ARRANGEMENTS.  At December 26, 2004,  except as set
forth below, the Company maintained no off-balance sheet financing arrangements.

                                                                    PAYMENTS DUE BY PERIOD
                                            ------------------------------------------------------------------------
   (IN THOUSANDS)                              TOTAL      LESS THAN 1       1 - 3         3 - 5        MORE THAN
                                                              YEAR          YEARS         YEARS         5 YEARS
   ---------------------------------------- ------------ --------------- ------------- ------------ ----------------
   OTHER COMMERCIAL COMMITMENTS:
   Standby letters of credit (1)             $    7,750     $  7,750        $   -       $    -          $   -
   ---------------------------------------- ------------ --------------- ------------- ------------ ----------------
</TABLE>


(1)  Amounts represent the aggregate  contingent liability under standby letters
     of credit  required as security 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


                                       29
<PAGE>

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.  The allowance for doubtful accounts represents
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.

GOODWILL AND OTHER INTANGIBLES

         Identifiable  intangible  assets,  such as customer lists and covenants
not to  compete,  are  amortized  using  the  straight-line  method  over  their
estimated  useful lives for the years  presented in the  Company's  consolidated
financial statements.  Under Statement of Financial Accounting Standards No. 142
("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.

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
considers  current market  conditions,  including  changes in interest rates, in
selecting 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,   changes  in  actuarial   assumptions   and  market
performance.

SELF-INSURANCE

         The Company is self-insured  for a portion of its insurable  risks. 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  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
discounts,   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.


                                       30
<PAGE>


NEW ACCOUNTING PRONOUNCEMENTS

         In November  2004,  the  Financial  Accounting  Standards  Board (FASB)
issued SFAS No. 151,  "Inventory Costs - an Amendment of ARB No. 43, Chapter 4."
This standard  provides  clarification  that  abnormal  amounts of idle facility
expense,   freight,  handling  costs,  and  spoilage  should  be  recognized  as
current-period charges. Additionally,  this standard requires that allocation of
fixed  production  overhead  to the costs of  conversion  be based on the normal
capacity of the  production  facilities.  The  provisions  of this  standard are
effective for inventory  costs incurred during fiscal years beginning after June
15,  2005.  This  standard  is not  expected  to have a  material  impact on the
Company's financial statements.

         In  December  2004,  the  FASB  issued  SFAS  No.123   (revised  2004),
"Share-Based Payment" ("SFAS 123R"), which replaces SFAS No.123, "Accounting for
Stock-Based  Compensation"  ("SFAS  123")  and  supercedes  APB  Opinion  No.25,
"Accounting  for Stock Issued to Employees."  SFAS 123R requires all share-based
payments  to  employees,  including  grants of  employee  stock  options,  to be
recognized in the  financial  statements  based on their fair values,  beginning
with the first  interim  or annual  period  after June 15,  2005.  The pro forma
disclosures previously permitted under SFAS 123 will no longer be an alternative
to financial statement  recognition.  The Company will adopt SFAS 123R effective
as of the third quarter of fiscal 2005,  beginning  June 27, 2005. See Note 2 of
Notes to Consolidated  Financial Statements for the pro forma net income and pro
forma net income per share  amounts for fiscal  years 2002 through  2004,  which
reflects  the pro forma  impact on the Company  pursuant  to a  fair-value-based
method similar to the methods  required under SFAS 123R to measure  compensation
expense for employee stock incentive awards.  The Company has not yet determined
the method of adoption or the effect of adopting SFAS 123R,  nor has the Company
determined  whether the adoption  will result in amounts that are similar to the
current pro forma disclosures under SFAS 123.

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 26, 2004, the  consolidated  indebtedness of the Company
was $778.3 million, which represents a leverage ratio of approximately 5.4 times
the  Company's  twelve months  trailing  EBITDA,  as calculated  pursuant to the
Credit Agreement (see "Reconciliation of Certain Non-GAAP Financial  Measures").
As of December 26, 2004,  the Company had a net  stockholders'  equity of $200.3
million and total  capitalization of $978.6 million and, thus, the percentage of
the Company's indebtedness to total capitalization was 79.5 percent. The Company
may incur  additional  indebtedness  to, among other  things,  fund  operations,
capital expenditures,  future acquisitions,  share repurchases or dividends. The
Company's  results of operations  will be impacted by  fluctuations  in interest
rates. See "Quantitative and Qualitative Disclosures About Market Risk."

         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.  However,  a  decline  in cash
provided by operating  activities,  which could



                                       31
<PAGE>

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 in part  through,  and  anticipates  that it will
continue to grow in part through, acquisitions of daily and non-daily newspapers
and similar publications.  On August 12, 2004, the Company completed its largest
acquisition to date, the  acquisition of 21st Century.  Acquisitions,  including
the 21st  Century  acquisition,  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.  However,  the Company may elect to
issue  equity  securities  to finance any  acquisition,  which  would  result in
dilution to existing  shareholders.  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.

PRICE AND AVAILABILITY OF NEWSPRINT

         The basic raw  material for  newspapers  is  newsprint.  In fiscal year
2004,  the Company  consumed  approximately  56,000  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
2004,  2003 and 2002 was $550, $503 and $465,  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 subject to price
fluctuations.  The  Company's  average  price per ton of newsprint  for the full
fiscal  year   increased   approximately   nine   percent  in  2004,   increased
approximately  eight percent in 2003 and decreased  approximately  22 percent in
2002, 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 2004, the Company's
newsprint cost (excluding  paper consumed in the Company's  commercial  printing
operations) was approximately seven percent of the Company's newspaper revenues.



                                       32
<PAGE>


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 and compare the Company's results from operations
and  cash  resources  generated  from  its  business  in a more  meaningful  and
consistent  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.
The  Company  believes  the use of EBITDA  is  appropriate  given the  generally
predictable cash flow generated by the Company's operations and the short period
of time it takes to  convert  new  orders  to cash.  EBITDA is also the basis of
certain covenants contained in the Company's Credit Agreement.  In addition, the
Company  believes  that free cash flow is useful as a  supplemental  measure  of
evaluating  financial  performance because it provides an alternative measure of
the  cash  generated  by  the  Company  after  payment  of  expenses,  including
investments,  and therefore  available  for further  investment in the business,
including  acquisitions,  or for other uses such as repayment of indebtedness or
repurchases  of  outstanding  equity  securities.  Adjusted  net income has been
provided as a supplemental measure of financial  performance to enable investors
to evaluate and compare the Company's results of operations in a more meaningful
manner by excluding the impact of certain special items that may have the effect
of distorting the results of a particular period.

         All  EBITDA,  Free Cash Flow and  Adjusted  Net Income  figures in this
report are non-GAAP financial measures. The Company defines EBITDA as net income
plus   provision  for  income  taxes,   net  interest   expense,   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.  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 SFAS 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. The
Company adopted SFAS No. 142 at the beginning of fiscal year 2002. EBITDA Margin
is defined as EBITDA  divided by total  revenues,  and is widely used within the
Company's  industry to  illustrate  the  percentage of revenue that is converted
into EBITDA.

         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,  the Company's  calculations  of these measures may not be
consistent with the calculations of these measures by other companies.

         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 2000 through  2004,  and
the difference  between net income and net income, as adjusted,  after impact of
SFAS 142 for fiscal years 2001 through 2004.


                                       33
<PAGE>
<TABLE>
<CAPTION>
<S>                                                <C>           <C>         <C>             <C>           <C>

                                                    DEC.  26,   DEC. 28,      DEC. 29,     DEC. 30,     DEC. 31,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)              2004        2003         2002          2001         2000
-------------------------------------------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME TO EBITDA AND
FREE CASH FLOW:

Net Income                                           $116,513     $ 71,990     $ 49,227     $ 78,132    $ 169,381
Deduct:
          Gains on sales of operations                    --           --            --       32,212      180,720
Add-back:
          Equity interest                                 --           --            --        1,313        1,624
          Provision (benefit) for income taxes        (31,806)       6,120       27,444       10,818       90,951
          Write-off of prior debt issuance costs        1,211           --           --           --           --
          Net interest expense and other               19,362       15,627       23,677       30,490       48,020
                                                   ----------------------------------------------------------------
Operating Income                                      105,280       93,737      100,348       88,541      129,256
                                                   ----------------------------------------------------------------
          Depreciation and amortization                17,153       15,447       14,927       26,317       27,616
                                                   ----------------------------------------------------------------
EBITDA                                               $122,433     $109,184     $115,275     $114,858    $ 156,871
EBITDA MARGIN                                           25.7%        26.9%        28.3%        29.1%        33.8%
Deduct:
          Capital expenditures (1)                     14,893       15,129       13,010       10,857        9,955
          Interest expense                             19,287       14,663       23,568       30,490       48,020
          Cash income taxes (2)                        16,865       20,476       17,066       16,375       12,195
                                                   ----------------------------------------------------------------
Free Cash Flow, as adjusted                          $ 71,388     $ 58,916     $ 61,631     $ 57,136    $  86,701
Free Cash Flow, as adjusted, per diluted share       $   1.68     $   1.41     $   1.46     $   1.34    $    1.91
-------------------------------------------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME TO ADJUSTED NET
         INCOME:

Net Income                                           $116,513     $ 71,990     $ 49,227     $ 78,132    $ 169,381
Adjustments:
          Reversal of tax accruals                    (64,925)     (22,756)      (1,172)      (1,825)       (7,993)
          Special charge, net of tax                      738          553           --           --            --
          Gains on sale of operations, net of tax          --           --           --      (42,128)     (112,934)
                                                   ----------------------------------------------------------------
Net Income, as adjusted                              $ 52,326     $ 49,787     $ 48,055     $ 34,179    $  48,454
                                                   ----------------------------------------------------------------
Net Income, as adjusted, per diluted share           $   1.23     $   1.19     $   1.14     $   0.80    $    1.07
                                                   ----------------------------------------------------------------
Add-back:
          Impact of SFAS 142, Amortization of
          Goodwill, after-tax                              --          --           --         9,965            --
Net Income, as adjusted, and after impact of SFAS
          142                                        $ 52,326     $ 49,787     $ 48,055     $ 44,143            --
Net Income, as adjusted, and after impact of SFAS
          142, per diluted share                     $   1.23     $   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 and $10.8 million in fiscal years 2001 and 2000,  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;  (iv) in fiscal year 2003, cash income taxes exclude 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;  and (v) in fiscal year
    2004,  cash income  taxes  exclude (a) the effect of a $5.1  million net tax
    payment related to a state tax settlement,  (b) the effect of a $1.5 million
    tax  benefit  related  to  the  Company's  pension  contribution,   and  (c)
    approximately $459,000 paid in fiscal year 2004 that related to prior years,
    and includes  approximately  $473,000 related to fiscal year 2004 to be paid
    in fiscal year 2005.



                                       34
<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 hedges 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 26, 2004,  the Company had Collars in place with respect
to an aggregate  notional  amount of $300 million of the  Company's  outstanding
indebtedness  and Swaps with  respect  to an  aggregate  notional  amount of $50
million of the Company's outstanding indebtedness.  In addition, the Company had
contracts  for  Collars and Swaps that have  effective  dates  occurring  in the
future  with  respect to  additional  notional  amounts.  See Note 2 of Notes to
Consolidated Financial Statements. There was no initial cost associated with the
Company's existing Collar or Swap  arrangements.  Assuming a 10 percent increase
or reduction in interest  rates for the year ended December 26, 2004, the effect
on the Company's pre-tax earnings would have been approximately $2 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."


                                       35
<PAGE>



         ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                          INDEX TO FINANCIAL STATEMENTS

                                                                    PAGE
FINANCIAL STATEMENTS:
Reports of Independent Registered Public Accounting Firm........     37
Consolidated Balance Sheets.....................................     40
Consolidated Statements of Income...............................     41
Consolidated Statements of Stockholders' Equity.................     42
Consolidated Statements of Cash Flows...........................     43
Notes to Consolidated Financial Statements......................     44

FINANCIAL STATEMENT SCHEDULE:

Schedule II  - Valuation and Qualifying Accounts................     62

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



                                       36
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders of
Journal Register Company

We have audited the accompanying consolidated balance sheets of Journal Register
Company  as of  December  26,  2004  and  December  28,  2003,  and the  related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three  years in the period  ended  December  26,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (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  at  December  26,  2004  and  December  28,  2003,  and  the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  26, 2004,  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
consolidated  financial  statements  taken as a whole,  presents  fairly  in all
material respects the information set forth within.

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.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States),  the  effectiveness  of  Journal
Register Company's internal control over financial  reporting as of December 26,
2004, based on criteria  established in Internal Control - Integrated  Framework
issued by the Committee of Sponsoring  Organizations of the Treadway Commission,
and our report dated March 25, 2005 expressed an unqualified opinion thereon.




                                                           /s/ ERNST & YOUNG LLP




MetroPark, New Jersey
March 25, 2005




                                       37
<PAGE>

                         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders of
Journal Register Company

We  have  audited   management's   assessment,   included  in  the  accompanying
"Management's  Report on Internal Control Over Financial Reporting" that Journal
Register Company maintained  effective internal control over financial reporting
as  of  December  26,   2004,   based  on  criteria   established   in  Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations of the Treadway  Commission (the COSO criteria).  Journal Register
Company's  management is responsible for maintaining  effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's  assessment  and an opinion on the  effectiveness  of the company's
internal control over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.


                                       38

<PAGE>

As indicated in the accompanying  "Management's  Report on Internal Control Over
Financial  Reporting",   management's   assessment  of  and  conclusion  on  the
effectiveness of internal  control over financial  reporting did not include the
internal  controls  of 21st  Century  Newspapers,  which is included in the 2004
consolidated  financial  statements of Journal  Register Company and constituted
approximately  38% of total  assets as of  December  26, 2004 and 12% percent of
total  revenues  for the year then  ended.  Our audit of internal  control  over
financial  reporting  of  Journal  Register  Company  also  did not  include  an
evaluation  of the  internal  control over  financial  reporting of 21st Century
Newspapers.

In our opinion, management's assessment that Journal Register Company maintained
effective internal control over financial  reporting as of December 26, 2004, is
fairly stated, in all material  respects,  based on the COSO criteria.  Also, in
our opinion,  Journal Register  Company  maintained,  in all material  respects,
effective  internal  control over  financial  reporting as of December 26, 2004,
based on the COSO criteria.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets as
of December  26,  2004 and  December  28,  2003,  and the  related  consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended  December 26, 2004 and our report dated March 25, 2005
expressed an unqualified opinion thereon.



                                                           /s/ ERNST & YOUNG LLP

MetroPark, New Jersey
March 25, 2005
                                       39

<PAGE>






                                                JOURNAL REGISTER COMPANY
                                               CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                                   <C>                  <C>

IN THOUSANDS
FISCAL YEAR ENDED                                                                    DEC. 26, 2004        DEC. 28, 2003
==========================================================================================================================
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                                             $         51          $       31
Accounts receivable, less allowance for doubtful
     accounts of $8,143 and $5,785, respectively                                            64,116               43,591
Inventories                                                                                  8,244                6,597
Deferred income taxes                                                                       13,097                3,719
Other current assets                                                                         8,526                4,149
--------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                                        94,034               58,087
--------------------------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
Land                                                                                        14,406               10,720
Buildings and improvements                                                                  93,298               76,759
Machinery and equipment                                                                    187,069              174,519
Construction in progress                                                                     5,225                7,413
--------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                                      299,998              269,411
Less accumulated depreciation                                                             (141,993)            (143,398)
--------------------------------------------------------------------------------------------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT                                                          158,005              126,013
--------------------------------------------------------------------------------------------------------------------------
INTANGIBLE AND OTHER ASSETS:
Goodwill                                                                                   772,683              491,833
Other intangible assets, net of accumulated amortization
       of $8,417 and $9,654, respectively                                                  155,365               14,500
Other assets                                                                                 3,431                2,627
--------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                           $ 1,183,518           $  693,060
==========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt                                                     $      --           $   37,853
Accounts payable                                                                            18,513                9,454
Accrued interest                                                                             4,051                2,062
Deferred subscription revenues                                                              14,810               10,614
Accrued salaries and vacation                                                               12,418                6,455
Fair market value of hedges                                                                     44                2,483
Accrued and other current liabilities                                                       27,048               14,564
--------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                                   76,884               83,485
--------------------------------------------------------------------------------------------------------------------------

Senior debt, less current maturities                                                       778,300              380,492
Capital lease obligations, net of current maturities                                         3,647                   --
Deferred income taxes                                                                       87,872               47,379
Accrued retiree benefits and other liabilities                                              19,256               19,462
Income taxes payable                                                                        17,239               89,898
Commitments and contingencies

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value per share, 300,000,000 shares authorized,
       48,437,581 issued at December 26, 2004 and December 28, 2003                            484                  484
Additional paid-in capital                                                                 361,369              359,359
Accumulated deficit                                                                        (50,913)            (167,426)
--------------------------------------------------------------------------------------------------------------------------
                                                                                           310,940              192,417
--------------------------------------------------------------------------------------------------------------------------
Less treasury stock
    6,422,340 shares and 6,837,948 shares, respectively, at cost                           (94,711)            (100,817)
Accumulated other comprehensive loss, net of tax                                           (15,395)             (19,256)
Unearned compensation                                                                         (514)                  --
--------------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY                                                                       200,320              72,344

--------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ 1,183,518          $   693,060
==========================================================================================================================

                                                 SEE ACCOMPANYING NOTES.
</TABLE>

                                       40
<PAGE>






                                                JOURNAL REGISTER COMPANY
                                           CONSOLIDATED STATEMENTS OF INCOME

<TABLE>

<CAPTION>

<S>                                                                <C>                <C>                  <C>


IN THOUSANDS, EXCEPT PER SHARE DATA
FISCAL YEAR ENDED                                                 DEC. 26, 2004       DEC. 28, 2003        DEC. 29, 2002
=========================================================================================================================
REVENUES:
Advertising                                                           $361,591          $  298,986           $  297,056
Circulation                                                             96,770              90,034               91,123
-------------------------------------------------------------------------------------------------------------------------
Newspaper revenues                                                     458,361             389,020              388,179
Commercial printing and other                                           17,366              16,966               19,575
-------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                  475,727             405,986              407,754
-------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
Salaries and employee benefits                                         181,888             155,355              150,614
Newsprint, ink and printing charges                                     38,678              31,181               32,023
Selling, general and administrative                                     66,389              51,932               52,976
Depreciation and amortization                                           17,153              15,447               14,927
Other                                                                   66,339              58,334               56,866
-------------------------------------------------------------------------------------------------------------------------
                                                                       370,447             312,249              307,406
-------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                                       105,280              93,737              100,348
-------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
Net interest expense and other                                         (19,362)            (15,627)             (23,677)
Write-off of debt issuance costs                                        (1,211)                 --                   --
-------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                              84,707              78,110               76,671
Provision (benefit) for income taxes                                   (31,806)              6,120               27,444
-------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                            $116,513           $  71,990           $   49,227
=========================================================================================================================

NET INCOME PER COMMON SHARE:
Basic                                                                    $2.78              $ 1.75               $ 1.18
Diluted                                                                  $2.74              $ 1.72               $ 1.16
-------------------------------------------------------------------------------------------------------------------------
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic                                                                   41,907              41,245               41,576
Diluted                                                                 42,474              41,834               42,323
-------------------------------------------------------------------------------------------------------------------------

                                                SEE ACCOMPANYING NOTES.

</TABLE>


                                       41
<PAGE>


<TABLE>


                                               JOURNAL REGISTER COMPANY
                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
<S>                                       <C>       <C>            <C>           <C>         <C>         <C>         <C>



------------------------------------------------------------------------------------------------------------------------------------
                                                    ADDITIONAL     OTHER                                                 TOTAL
                                           COMMON    PAID-IN   COMPREHENSIVE  ACCUMULATED    TREASURY     UNEARNED   STOCKHOLDERS'
IN THOUSANDS                                STOCK    CAPITAL   INCOME (LOSS)    DEFICIT       STOCK     COMPENSATION     EQUITY
====================================================================================================================================


BALANCE AS OF DECEMBER 30, 2001             $ 484    $ 358,263      $ (4,524)   $(288,643)  $(101,778)     $       --    $ (36,198)
------------------------------------------------------------------------------------------------------------------------------------

Net income                                                                         49,227                                   49,227
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)
------------------------------------------------------------------------------------------------------------------------------------

Net income                                                                         71,990                                   71,990
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

------------------------------------------------------------------------------------------------------------------------------------
Net income                                                                        116,513                                  116,513
Minimum pension liability adjustment,
    net of tax benefit of $1,665                                       2,402                                                 2,402
Mark to market adjustment of fully
    effective hedges, net of tax expense
    of $997                                                            1,441                                                 1,441
Mark to market adjustment of investments
    classified as held-for-sale, net of
    tax expense of $12                                                    18                                                    18
------------------------------------------------------------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME                                                                                                $120,374
------------------------------------------------------------------------------------------------------------------------------------

Unearned compensation                                    1,111                                                 (514)           597
Exercise of stock options for common
   stock                                                    84                                  6,106                        6,190
Tax benefit from stock option exercises                    815                                                                 815
------------------------------------------------------------------------------------------------------------------------------------
BALANCE AS OF DECEMBER 26, 2004             $484      $361,369      $(15,395)   $ (50,913)  $ (94,711)      $  (514)     $ 200,320
====================================================================================================================================

</TABLE>

                             SEE ACCOMPANYING NOTES.



                                       42
<PAGE>




                                                 JOURNAL REGISTER COMPANY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS


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


IN THOUSANDS
FISCAL YEAR ENDED                                                           DEC. 26, 2004    DEC. 28, 2003    DEC. 29, 2002
============================================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                   $  116,513         $ 71,990         $  49,227
Adjustments to reconcile net income to net cash provided by
    operating activities:
    Provision for losses on accounts receivable                                   4,756            3,830             5,025
    Depreciation expense                                                         15,028           14,062            13,679
    Amortization expense                                                          2,126            1,385             1,248
    Write-off of debt issuance costs                                              1,211               --               --
    Net gain (loss) on disposal of property, plant and equipment                     --               --              (728)
    Accrued retiree benefits and other non-current liabilities                     (253)           1,089           (12,692)
    Provision for deferred income taxes                                          16,482            7,989            14,474
Changes in operating assets and liabilities:
    Increase (decrease) in accounts receivable                                   (8,350)             680            (2,405)
    Decrease in income taxes payable                                            (69,051)         (21,310)           (1,253)
    Increase (decrease) in other assets and liabilities                           8,351            1,696            (7,611)
----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                        86,813           81,411            58,964
----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                            (14,893)         (15,129)          (13,010)
Net proceeds from sale of property, plant and equipment                              --               28               297
Purchases of businesses, net of cash acquired                                  (426,488)            (450)           (8,609)
----------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                          (441,381)         (15,551)          (21,322)
----------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt                                        795,000                 -                -
Extinguishment of prior long-term debt                                         (372,573)                -                -
Debt issuance fees                                                              (11,558)                -                -
Payments of long-term debt                                                      (62,471)          (65,024)         (39,402)
Exercise of stock options for common stock                                        6,190             7,067            1,768
Purchase of Company stock                                                            --            (7,905)             (85)
----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                             354,588           (65,862)         (37,719)
----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                                     20                (2)             (77)
Cash and cash equivalents, beginning of year                                         31                33              110
----------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                                       $       51         $      31     $         33
============================================================================================================================

SUPPLEMENTAL  DISCLOSURES  OF CASH FLOW  INFORMATION:
 Cash paid during the year for:
    Interest                                                                 $   17,299         $  15,047        $  24,431
    Income taxes                                                             $   20,383         $  20,459        $  13,219

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
    Comprehensive income (loss) - minimum pension liability and
      mark to market adjustments, net of tax                                 $    3,861         $   3,859        $ (18,591)
============================================================================================================================

</TABLE>


                                                  SEE ACCOMPANYING NOTES.



                                       43
<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,   Michigan,
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 to collect  required  payments from
customers.  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.

ADVERTISING COSTS

         Advertising costs are expensed as incurred.




                                       44
<PAGE>


                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING FOR STOCK OPTION PLAN

         In December 2002, the Financial  Accounting  Standards  Boards ("FASB")
issued  Statement  of  Financial  Accounting  Standards  No. 148  ("SFAS  148"),
"Accounting  for  Stock-Based  Compensation  - Transition  and  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 stock-based  employee  compensation.  SFAS
No. 148 did not require the Company to change to the fair value based  method of
accounting  for  stock-based  compensation.   See  "Recently  Issued  Accounting
Standards" below.

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


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


(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED                                               DEC. 26, 2004      DEC. 28, 2003       DEC. 29, 2002
-------------------------------------------------------------- ---------------- -- --------------- --- ---------------

Net income as reported                                              $ 116,513            $ 71,990           $ 49,227
Add: Stock-based employee compensation expense
   included in reported net income, net of related tax effects                                 -                   -
Deduct: Total stock-based employee compensation expense                  596
   determined under fair value based method for all awards,
   net of related tax effects                                         (2,649)             (2,685)             (3,307)

-------------------------------------------------------------- ---------------- -- --------------- --- ---------------
Pro forma net income                                                 $114,460           $ 69,305          $   45,920
============================================================== ================ == =============== === ===============

Net income per share:
     As reported:
         Basic                                                        $  2.78            $  1.75             $  1.18
         Diluted                                                      $  2.74            $  1.72             $  1.16
     Pro forma:
         Basic                                                        $  2.73      $        1.68         $      1.10
         Diluted                                                      $  2.69        $      1.66         $      1.09
============================================================== ================ == =============== === ===============

PROPERTY AND DEPRECIATION

         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


</TABLE>


                                       45
<PAGE>


                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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,  remaining  useful life 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.

GOODWILL AND OTHER INTANGIBLE ASSETS

     Intangible   assets   recorded  in  connection   with  the  acquisition  of
publications  or  businesses   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 publications or businesses
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.  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 26, 2004 and December 28, 2003 was comprised  principally  of
debt issuance  costs,  customer and  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
(generally 3 to 15 years).  Deferred  financing  costs  associated with the Term
Loans and the Revolving  Credit  Facility (as defined in Note 4, Long-Term Debt)
are 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 are
expected  to be in effect  when the  differences  are  expected  to  reverse.  A
valuation  allowance is recorded against deferred tax assets when realization is
not considered to be more likely than not.

REVENUE RECOGNITION

         Revenue  is  earned  from  the  sale of  advertising,  circulation  and
commercial  printing.   Advertising  revenues  are  recognized,  net  of  agency
discounts,   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 26, 2004, the Company  published 27 daily newspapers and
338  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.


                                       46
<PAGE>



                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CONCENTRATION OF CREDIT RISK

         In 2004,  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  nine
newspapers,  representing  approximately 25 percent of the employees  covered by
collective bargaining agreements, will be renegotiated in 2005.

DERIVATIVE RISK MANAGEMENT POLICY AND STRATEGY

         In accordance with the requirements of its Credit Agreement (as defined
in Note 4, Long Term Debt), 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.

         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  derivative  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.

         Under Statement of Financial  Accounting  Standard No. 133,  ACCOUNTING
FOR DERIVATIVE  INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 133"), as amended, the
fair market value of  derivatives is reported as an adjustment to OCI. The IRPAs
were fully  effective  in hedging the changes in cash flows  related to the debt
obligation  during the fiscal  years ended  December  26, 2004 and  December 28,
2003.  The total  deferred  loss  reported  in OCI as of  December  26, 2004 and
December 28, 2003 was approximately $26 thousand and $1.5 million,  respectively
(net of $18  thousand and $1.0 million of deferred  taxes,  respectively).  Each
IRPA is designated  for all or a portion of the principal  balance and term of a
specific  debt  obligation.  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.

         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.

         Pursuant  to the  requirements  of the Credit  Agreement,  the  Company
entered into certain  interest  rate hedges  ("Collars")  that  establish a base
interest rate ceiling  ("CAP") and a base  interest  rate floor  ("floor") at no
initial  cost to the Company.  In the event  90-day  LIBOR  exceeds the CAP, the
Company will receive cash from the issuers to compensate  for the rate in excess
of the CAP. If the 90-day  LIBOR is lower than the floor,  the Company  will pay
cash to the  issuers to  compensate  for the rate  below the floor.  Each of the
Collars is for a fixed  notional  amount set as forth below.  As of December 26,
2004, the aggregate  notional  amount of outstanding  Collars in effect was $300
million.

         The  following  table  summarizes  the Company's  existing  Collars and
contracts for Collars that have an effective  date  occurring in the future,  in
each case at December 26, 2004:




                                       47
<PAGE>

                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      EFFECTIVE DATE              CAP (%)          FLOOR (%)         NOTIONAL AMOUNT          TERM

    January 29, 2003                4.0               1.54             $150 million            2 years
    August 20, 2004                 4.5               2.05             $50 million             2 years
    October 29, 2004                4.5               2.08             $100 million            2 years
    January 29, 2005                4.5               2.38             $50 million             2 years
    January 29, 2005                4.5               2.47             $100 million            2 years
    January 29, 2007                6.0               3.39             $100 million         2.75 years

</TABLE>

         Pursuant to the terms of the Swaps,  in the event 90-day LIBOR  exceeds
the fixed  interest  rate,  the Company  will  receive  cash from the issuers to
compensate  for the rate in excess of the fixed  rate.  If the  90-day  LIBOR is
lower  than  the  fixed  rate,  the  Company  will pay  cash to the  issuers  to
compensate for the rate below the fixed rate.

         The  following  table  summarizes  the  Company's  existing  Swaps  and
executed  contracts  for Swaps not yet  effective,  in each case at December 26,
2004:


<TABLE>

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

         EFFECTIVE DATE            FIXED RATE (%)            NOTIONAL AMOUNT                TERM

       December 3, 2004                 3.48                  $50 million                  3.0 years
       April 1, 2005                    4.06                  $100  million               4.75 years
       April 1, 2005                    4.085                 $112 million (1)            4.75 years

         (1) Represents the average of an amortizing notional amount.
</TABLE>

SELF-INSURANCE

         The Company is self-insured  for a portion of its insurable  risks. The
Company  analyzes  its  claims   experience  and  consults  with  actuaries  and
administrators to determine an adequate liability for self-insured claims.

RECENTLY ISSUED ACCOUNTING STANDARDS

         In  December  2004,  the  FASB  issued  SFAS  No.123   (revised  2004),
"Share-Based Payment" ("SFAS 123R"), which replaces SFAS No.123, "Accounting for
Stock-Based  Compensation"  ("SFAS  123") and  supercedes  APB  Opinion  No. 25,
"Accounting  for Stock Issued to Employees."  SFAS 123R requires all share-based
payments  to  employees,  including  grants of  employee  stock  options,  to be
recognized in the  financial  statements  based on their fair values,  beginning
with the first  interim  or annual  period  after June 15,  2005.  The pro forma
disclosures previously permitted under SFAS 123 will no longer be an alternative
to financial statement  recognition.  The Company will adopt SFAS 123R effective
as of the third quarter of fiscal 2005, beginning June 27, 2005. See "Accounting
for Stock Option Plan" above in this Note 2 of Notes to  Consolidated  Financial
Statements  for the pro forma net  income  and pro  forma net  income  per share
amounts for fiscal years 2002 through 2004,  which reflects the pro forma impact
on the Company  pursuant  to a  fair-value-based  method  similar to the methods
required  under SFAS 123R to measure  compensation  expense for  employee  stock
incentive  awards.  The Company has not yet determined the method of adoption or
the effect of adopting  SFAS 123R,  nor has the Company  determined  whether the
adoption  will  result in  amounts  that are  similar to the  current  pro forma
disclosures under SFAS 123.

         In November  2004,  the  Financial  Accounting  Standards  Board (FASB)
issued SFAS No. 151,  "Inventory Costs - an Amendment of ARB No. 43, Chapter 4."
This standard  provides  clarification  that  abnormal  amounts of idle facility
expense,   freight,  handling  costs,  and  spoilage  should  be  recognized  as
current-period charges. Additionally,  this standard requires that allocation of
fixed  production  overhead  to the costs of  conversion  be based on the normal
capacity of the  production  facilities.  The  provisions  of this  standard are
effective for inventory  costs incurred during fiscal years beginning after June
15,  2005.  This  standard  is not  expected  to have a  material  impact on the
Company's financial statements.



                                       48
<PAGE>



                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 each of fiscal years 2003 and 2004,  and a  determination  was made that such
assets were not impaired.

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


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

                                                AS OF DEC. 26, 2004                 AS OF DEC. 28, 2003
                                  --------------------------------------------------------------------------------
                                                ACCUMULATED                            ACCUMULATED
IN THOUSANDS                         GROSS     AMORTIZATION       NET       GROSS      AMORTIZATION      NET
------------------------------------------------------------------------------------------------------------------

INTANGIBLE ASSETS SUBJECT TO
  AMORTIZATION:
Customer and subscriber lists        $  9,657      $  (5,934)     $ 3,723    $ 6,743    $    (4,853)  $   1,890
Non-compete covenants                   4,317         (1,832)       2,485      2,870         (1,686)      1,184
Debt issuance costs                    11,908           (559)      11,349      4,573         (3,023)      1,550
-------------------------------------------------------------------------------------------------------------------

Total                                $ 25,882      $  (8,325) $    17,557   $ 14,186       $ (9,562)  $   4,624
-------------------------------------------------------------------------------------------------------------------

INTANGIBLE ASSETS NOT SUBJECT
  TO AMORTIZATION:
Goodwill                            $ 835,893      $ (63,210)   $ 772,683   $ 555,043       $(63,210) $ 491,833
Mastheads                             137,900            (92)     137,808       9,968            (92)     9,876
-------------------------------------------------------------------------------------------------------------------

Total                               $ 973,793      $ (63,302)   $ 910,491   $ 565,011       $(63,302) $ 501,709
-------------------------------------------------------------------------------------------------------------------

Total Goodwill and
  other intangible assets            $999,675     $  (71,627)  $ 928,048    $ 579,197       $(72,864)  $506,333
===================================================================================================================
</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 2004,
2003 and 2002, amortization expense for intangible assets was approximately $2.1
million, $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  (IN
THOUSANDS):



                                       49
<PAGE>



                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. INTANGIBLE AND OTHER ASSETS (CONTINUED)



            2005..........................                  $ 3,447
            2006..........................                    3,080
            2007..........................                    2,404
            2008..........................                    1,895
            2009..........................                    1,856
            Thereafter....................                    4,875


         The changes in the carrying amount of goodwill during fiscal years 2004
and 2003 are as follows:

         (IN THOUSANDS)
          Balance as of December 29, 2002                        $491,385
          Goodwill acquired during year                               448
                                                        ------------------
          Balance as of December 28, 2003                         491,833
          Goodwill acquired during year                           284,111
          Adjustments, principally tax benefits                   (3,261)
                                                        ------------------
          Balance as of December 26, 2004                        $772,683
                                                        ==================

         Included in other assets is the Company's cost basis investment, in the
amount of $2,078 and $2,168 in 2004 and 2003,  respectively,  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  $3.4
million,  $4.0 million,  and $4.5 million for fiscal years 2004,  2003 and 2002,
respectively.

4.       LONG-TERM DEBT

         DEBT AND INTEREST RATE  DERIVATIVES.  The Company entered into a credit
agreement on August 12, 2004 with a group of lenders, led by JPMorgan Chase Bank
as administrative agent (the "Credit Agreement").  The Credit Agreement provides
for (i) two  secured  term loan  facilities  ("Term Loan A" and "Term Loan B" or
collectively,  the "Term Loans"),  with Term Loan A having a face amount of $275
million and Term Loan B having a face amount of $350 million, and (ii) a secured
revolving credit facility (the "Revolving Credit Facility") of $425 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  provided
for in the Credit  Agreement.  To date,  the  Company  has not drawn down on the
Incremental  Facility.  As of December 26, 2004, the maximum  availability under
the Revolving  Credit Facility was $266.3 million  (including the impact of $5.4
million in  outstanding  letters of credit  issued under the Credit  Agreement),
with  approximately  $160 million currently  available based on the terms of the
Credit Agreement.

         Term Loan A and Term Loan B mature on November  12, 2011 and August 12,
2012,  respectively,  and the Revolving  Credit Facility matures on November 12,
2011.  The Term Loans are  repayable in  quarterly  installments  commencing  in
December 2006 and the  availability of the Revolving  Credit Facility is subject
to certain quarterly reductions that commence in December 2009.

         The amounts outstanding under the Credit Agreement bear interest at (i)
1.5 percent to 0.625 percent above LIBOR (as defined in the Credit Agreement) or
(ii) 0.25  percent  to 0  percent  above  the  higher of (a) the Prime  Rate (as
defined in the Credit Agreement) or (b) 0.5 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 the Company's  debt to trailing four
quarters  Cash Flow (as  defined in the  Credit  Agreement)  and are  reduced or
increased as such ratio declines or increases,  respectively. The estimated fair
value of the  Term  Loans  and  Revolving  Credit  Facility  approximates  their
carrying value.



                                       50
<PAGE>


                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4. LONG-TERM DEBT (CONTINUED)

         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 Company's  Total Leverage Ratio (as defined in the
Credit Agreement).  At December 26, 2004, the Company's commitment fee was 0.375
percent.

         In  accordance  with the  requirements  of the  Credit  Agreement,  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.  The
minimum  requirement varies depending on the Company's Total Leverage Ratio. See
Note 2 of Notes to Consolidated Financial Statements.

         The Company's  long-term  debt as of December 26, 2004 and December 28,
2003 was comprised of the following:

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

       (IN THOUSANDS)                                         2004         2003
        -----------------------------------------------------------------------------

        Term Loan A                                           $275,000     $106,246
        Term Loan B                                            350,000      194,899
        Revolving Credit Facility                              153,300      117,200
        -----------------------------------------------------------------------------
        Total Long-term debt                                   778,300      418,345
        Less: current portion                                        -      (37,853)
        -----------------------------------------------------------------------------
        Total Long-term debt, less current portion            $778,300     $380,492
=====================================================================================

</TABLE>



        The aggregate maturities payable under the Term Loans for the following
years are as follows (IN THOUSANDS):

                   2006                                 $7,750
                   2007                                 34,438
                   2008                                 48,188
                   2009                                 61,937
                   2010                                 71,562
                   2011                                 69,500
                   2012                                331,625

         The Revolving  Credit  Facility is available  until  November 12, 2011.
Initial  availability was $425 million and will be reduced by equal  consecutive
quarterly  reductions,  commencing on December 31, 2009, 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 (IN THOUSANDS):

                    December 31, 2009                    $ 21,250
                    December 31, 2010                      63,750
                    November 12, 2011                     340,000

         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.  As of  December  26,  2004,  the Company was in
compliance with the financial covenants contained in the Credit Agreement.




                                       51
<PAGE>


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,  authorizes grants of up to 7,383,750 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) stock
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.

         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. 26, 2004                  DEC. 28, 2003                 DEC. 29, 2002
-----------------------------------------------------------------------------------------------------------------------------------

                                       NUMBER    WEIGHTED-AVERAGE              WEIGHTED-AVERAGE      NUMBER    WEIGHTED-AVERAGE
                                         OF         EXERCISE        NUMBER OF      EXERCISE            OF          EXERCISE
                                      OPTIONS        PRICE           OPTIONS         PRICE           OPTIONS        PRICE
-----------------------------------------------------------------------------------------------------------------------------------
Outstanding-beginning of year         5,199,412      $18.13         5,068,454        $17.82         4,555,673      $17.06
Granted                                 435,038       19.41           743,275         17.63           773,875       21.67
Exercised                               414,150       14.95           497,349         14.21           121,853       14.47
Forfeited                               210,015       19.92           114,968         18.10           139,241       17.47
-----------------------------------------------------------------------------------------------------------------------------------
Outstanding-end of year               5,010,285      $18.43         5,199,412        $18.13         5,068,454      $17.82
===================================================================================================================================

Exercisable at end of year            3,300,755      $18.37         3,111,879        $18.34         2,873,411      $17.77
Weighted-average fair value of
  options granted during the
  year                                    $6.41                         $5.62                           $7.86

</TABLE>

         Further  information  about stock options  outstanding  at December 26,
2004 is 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           1,880,206               5.2                $14.99         1,532,974             $14.90
$16.01 - 18.00             686,075               8.3                 17.53           154,015              17.49
$18.01 - 20.00             426,387               9.4                 19.38             1,800              18.51
$20.01 - 22.50           2,017,617               4.4                 21.73         1,611,966              21.75
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
                         5,010,285               5.7                $18.43         3,300,755             $18.37
===================== ================== =================== ================== =================== ==================

</TABLE>




                                       52
<PAGE>




                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.       STOCK PLANS (CONTINUED)

         In 2004,  the Company  issued an aggregate of 58,220  restricted  stock
units  pursuant to the 1997 Plan.  These  restricted  stock units were issued in
lieu of all or a portion of the stock  options  that would have been  granted to
the recipients.  Of these restricted stock units, 7,500 were issued to directors
of the Company and vest monthly over a twelve month  period,  and the  remainder
were issued to employees and vest based on the achievement of  performance-based
milestones.

         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
stock-based employee compensation under the fair value method of that statement.
The fair  value of stock  options  was  estimated  at the date of grant  using a
Black-Scholes  option  pricing  model  assuming  a  weighted  average  risk-free
interest  rate of 4.58  percent,  3.02  percent and 4.86  percent,  and expected
common  stock  market price  volatility  factors of 0.18,  0.22 and 0.21 for the
years 2004, 2003 and 2002, 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 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 or exchange 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:

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


(IN THOUSANDS)
FISCAL YEAR ENDED                                         DEC. 26, 2004    DEC. 28, 2003   DEC. 29, 2002
----------------------------------------------------------------------------------------------------------
Weighted-average shares - basic                                41,907           41,245        41,576
Effect of dilutive securities:
    Employee stock options                                        567              589         747
----------------------------------------------------------------------------------------------------------
Weighted-average shares - diluted                              42,474           41,834        42,323
==========================================================================================================
</TABLE>

         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 per share 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
      2004              2,018             $20.00 to $22.50
      2003              2,176             $18.00 to $22.50
      2002              2,199             $21.00 to $22.50




                                       53
<PAGE>



                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.       PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

         The Company  and its  subsidiaries  maintain  certain  defined  benefit
pension  plans.  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 $97.3 million. The asset allocation for Company-sponsored  pension
plans at the end of the 2004 and 2003 plan  years, by asset category, is
presented in the table below.

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

                                      Allocation of Plan Assets
                                       2004               2003
     ---------------------------------------------------------------------------
     Equity securities                  71%                73%
     Fixed income securities            27%                23%
     Cash                               2%                 4%
                               -------------------------------------------------
     Total                            100%               100%

</TABLE>

         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 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 consideration of the current asset mix,  historical
returns and peer data analysis.

         In December 2004,  although not required under applicable  pension law,
the  Company  made  a  $4.0  million  tax-deductible  cash  contribution  to its
qualified  pension  plans.  The tax  benefit  related to this  contribution  was
approximately  $1.5 million.  At this time, the Company expects to contribute an
aggregate  of  approximately  $200,000 to its  pension  plans in the 2005 fiscal
year.  For the  post-retirement  health and life  insurance  plans,  the Company
contributed $463,000 in fiscal year 2004 and expects to contribute approximately
$431,000 in fiscal year 2005.

         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>    <C>    <C>

-------------------------------------------------------------------------------------------------------------------------
                                                                  PENSION BENEFITS                  OTHER BENEFITS
                                                             ---------------------------      ---------------------------
(IN THOUSANDS)                                                  2004           2003              2004            2003
------------------------------------------------------------ ----------- -- ------------ ---- ----------- --- -----------
CHANGE IN BENEFIT OBLIGATION
      Benefit obligation at beginning of year                  $ 97,181        $ 87,275          $ 4,117         $ 4,210
      Service cost                                                2,251           1,947                8               7
      Interest cost                                               6,016           5,726              257             268
      Actuarial loss                                              2,143           7,312              163              38
      Benefits paid                                             (5,201)         (5,079)            (463)           (406)
      Business combinations                                       4,664               0              583               0
                                                             -----------    ------------      -----------     -----------
      Benefit obligation at end of year                       $ 107,054        $ 97,181          $ 4,665         $ 4,117
                                                             -----------    ------------      -----------     -----------


</TABLE>

                                       54
<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>

--------------------------------------------------------------------------------------------------------------------------
                                                                  PENSION BENEFITS                  OTHER BENEFITS
                                                             ---------------------------      ----------------------------
(IN THOUSANDS)                                                  2004           2003              2004            2003
--------------------------------------------------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS
      Fair value of trust assets at beginning of year         $  87,490        $ 78,646         $      0        $      0
      Actual return on plan assets                               11,691          13,819                0               0
      Employer contributions                                          0             104              463             406
      Benefits paid                                             (5,201)         (5,079)            (463)           (406)
      Business combinations                                       3,306               0                0               0
                                                             -----------    ------------      -----------     -----------
      Fair value of trust assets at end of year               $  97,286        $ 87,490         $      0        $      0
                                                             -----------    ------------      -----------     -----------
RECONCILIATION OF FUNDED STATUS
      Funded status                                           $ (9,768)        $(9,691)         $(4,665)        $(4,117)
      Unrecognized net
         Transition (asset)/obligation                                0             (2)                0               0
         Prior service cost                                       (747)         (1,103)             (67)           (159)
         (Gain)/loss                                             29,057          33,252          (4,146)         (2,526)
      Contributions after measurement date                        4,039               0                0               0
                                                             -----------    ------------      -----------     -----------
      Net amount recognized                                   $  22,581        $ 22,456         $(8,878)        $(6,802)
                                                             ===========    ============      ===========     ===========
AMOUNTS RECOGNIZED IN STATEMENT
OF FINANCIAL POSITION
      Prepaid benefit cost                                    $       0        $      0         $      0        $      0
      (Accrued) benefit liability                               (3,470)         (7,662)          (8,878)         (6,802)
      Accumulated other comprehensive expense                    26,051          30,118              N/A             N/A
                                                             -----------    ------------      -----------     -----------
      Net amount recognized                                   $  22,581        $ 22,456         $(8,878)        $(6,802)
                                                             ===========    ============      ===========     ===========
SEPARATE DISCLOSURES FOR PENSION PLANS WITH
ACCUMULATED BENEFIT OBLIGATION IN EXCESS
OF PLAN ASSETS
      Projected benefit obligation at end of year             $ 107,054        $ 97,181              N/A             N/A
      Accumulated benefit obligation at end of year             104,763          95,152              N/A             N/A
      Fair value of assets at end of year                        97,286          87,490              N/A             N/A
COMPONENTS OF NET PERIODIC BENEFIT COST
      Service cost                                            $   2,251        $  1,947         $      8        $      7
      Interest cost                                               6,016           5,726              257             268
      Expected return on plan assets                            (7,315)         (6,853)                0               0
      Amortization of net
         Transition obligation                                      (2)            (39)                0               0
         Prior service cost                                       (356)           (356)             (93)            (93)
         (Gain)/loss                                              1,961           2,180            (307)           (326)
                                                             -----------    ------------      -----------     -----------
      Net periodic benefit cost                               $   2,555        $  2,605         $  (135)        $  (144)
                                                             ===========    ============      ===========     ===========
COMPONENTS OF OTHER COMPREHENSIVE (INCOME) / EXPENSE
      Decrease in intangible asset                            $       0        $      0              N/A             N/A
      (Decrease)/increase in additional minimum liability       (4,067)         (1,705)              N/A             N/A
                                                             -----------    ------------      -----------     -----------
OTHER COMPREHENSIVE (INCOME) / EXPENSE                        $ (4,067)        $(1,705)              N/A             N/A
                                                             ===========    ============      ===========     ===========


</TABLE>


                                       55
<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>

-------------------------------------------------------------------------------------------------------------------------
                                                                  PENSION BENEFITS                  OTHER BENEFITS
                                                             ---------------------------      ---------------------------
(IN THOUSANDS)                                                  2004           2003              2004            2003
-------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE ASSUMPTIONS USED TO DETERMINE BENEFIT
OBLIGATIONS AT SEPTEMBER 30
      Discount rate                                               6.00%           6.25%            6.00%           6.25%
      Rate of compensation increase                               3.00%           3.00%            3.00%           3.00%

WEIGHTED AVERAGE ASSUMPTIONS USED TO DETERMINE NET
PERIODIC BENEFIT COST FOR YEARS ENDED DECEMBER 26
      Discount rate                                               6.25%           6.75%            6.25%           6.75%
      Expected return on plan assets                              8.50%           9.00%              N/A             N/A
      Rate of compensation increase                               3.00%           3.00%            3.00%           3.00%

=========================================================================================================================
ASSUMED HEALTH CARE COST TREND RATES AT DECEMBER 26
      Health care cost trend rate assumed for next year
      (initial rate)                                                N/A             N/A            9.00%          10.00%
      Rate to which the cost trend rate is assumed to decline
      (ultimate rate)                                               N/A             N/A            5.25%           5.25%
      Year that the rate reaches the ultimate rate                  N/A             N/A             2009            2009

EFFECT 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          $    73         $    26
            Postretirement benefit obligation                       N/A             N/A          $   928         $   317
         Effect of a one percent decrease on
            Total of service cost and interest cost                 N/A             N/A          $  (67)         $  (22)
            Postretirement benefit obligation                       N/A             N/A          $ (850)         $ (279)

ESTIMATED FUTURE BENEFIT PAYMENTS
            Fiscal 2005                                        $  5,654             N/A          $   431             N/A
            Fiscal 2006                                        $  5,864             N/A          $   429             N/A
            Fiscal 2007                                        $  6,178             N/A          $   427             N/A
            Fiscal 2008                                        $  6,480             N/A          $   422             N/A
            Fiscal 2009                                        $  6,721             N/A          $   418             N/A
            Fiscal years 2010-2014                             $ 37,267             N/A          $ 2,001             N/A
</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  $677,600,  $636,300 and
$632,700  in  fiscal  years  2004,  2003 and  2002,  respectively.  The  Company
contributes  to  various   multi-employer   union  administered  pension  plans.
Contributions  to these plans amounted to approximately  $317,000,  $116,000 and
$148,000 in fiscal years 2004, 2003 and 2002, respectively.

         On  December  8,  2003,  the  President  signed  into law the  Medicare
Prescription  Drug,  Improvement and Modernization Act of 2003 (the "Act").  The
Act provides for an expansion of Medicare,  primarily adding a prescription drug
benefit for Medicare eligible-retirees starting in 2006. The Act also provides a
federal subsidy to sponsors that provide a benefit that is at least  actuarially
equivalent  to  Medicare  Part D. The  Company is  currently  unable to conclude
whether  the  benefits  provided  by the plans  are  actuarially  equivalent  to
Medicare  Part D under the  legislation.  Even if one or more of the plans could
satisfy the actuarial  equivalence  requirement,  the Company  believes that the
effects of the Act on medical  obligations  and costs would not be  significant.
Therefore,  the Company's retiree medical  obligations and costs reported do not
reflect any impact associated with the legislation.



                                       56
<PAGE>



                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. INCOME TAXES

         The annual provision (benefit) for taxes on income, in thousands, is as
follows:


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

FISCAL YEAR ENDED                                                DEC. 26, 2004     DEC. 28, 2003     DEC. 29, 2002
---------------------------------------------------------------------------------------------------------------------
Current tax expense (benefit):
   Federal                                                         $ (50,712)         $ (3,775)           $ 11,757
   State                                                                2,424
                                                                                          1,906              1,213
---------------------------------------------------------------------------------------------------------------------
Total current tax expense (benefit)                                  (48,288)           (1,869)             12,970
---------------------------------------------------------------------------------------------------------------------
Deferred tax expense:
   Federal                                                             14,098             5,946             13,472
   State                                                                2,384             2,043              1,002
---------------------------------------------------------------------------------------------------------------------
Total deferred tax expense                                             16,482             7,989             14,474
---------------------------------------------------------------------------------------------------------------------
Total provision (benefit) for income taxes                         $ (31,806)         $   6,120           $ 27,444
=====================================================================================================================

         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:

 FISCAL YEAR ENDED                                                 DEC. 26, 2004     DEC. 28, 2003       DEC. 29, 2002
 ----------------------------------------------------------------------------------------------------------------------
 Tax at U.S. statutory rates                                       $    29,647        $  27,339           $ 26,835
 State taxes, net of federal tax benefit                                 3,125            2,566              1,439
 Reversal of excess tax accruals                                      (64,925)         (22,756)            (1,172)
 Other                                                                     347          (1,029)                342
 ----------------------------------------------------------------------------------------------------------------------
 Total                                                             $  (31,806)        $  6,120            $ 27,444
 ======================================================================================================================


</TABLE>

         At the date of its acquisition by the Company, 21st Century had federal
net operating loss  carry-forwards  of approximately  $61.7 million available to
offset the Company's future  consolidated  taxable income.  Such  carry-forwards
expire in the years 2017  through  2023.  In the 2004  post-acquisition  period,
approximately  $10.3  million  was  utilized.  Approximately  $27.5  million  is
anticipated  to be utilized in 2005 and has been recorded as a current  deferred
tax asset.  The remaining  portion has been recorded as an asset in the deferred
tax liability  account.  Due to the  likelihood of future  utilization  of these
carry-forwards,  the  Company  has not  reduced  the  anticipated  benefits by a
valuation allowance.

         The  Company  realized  state  tax  benefits  in  connection  with  the
utilization of state net operating loss carry-forwards as follows:  $1.4 million
in 2004; and $1.9 million in 2003. Based upon current state statutory rates, the
Company may have $7.0  million of future tax  benefits.  However,  based upon an
assessment  of the  likelihood  of the future  utilization  of such losses,  the
Company's  tax benefits were reduced by a valuation  allowance of  approximately
$4.0 million at December 26, 2004. The state net operating  loss  carry-forwards
expire in various years through 2024.

         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:




                                       57
<PAGE>

                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.       INCOME TAXES (CONTINUED)


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

FISCAL YEAR ENDED                                  DEC. 26, 2004       DEC. 28, 2003
--------------------------------------------------------------------------------------
Deferred tax liabilities:
     Property, plant and equipment                     $ 21,475             $ 16,628
     Intangibles                                         88,140               43,166
     Retiree benefits                                     5,236                5,721
--------------------------------------------------------------------------------------
Total deferred tax liabilities                          114,851               65,515
--------------------------------------------------------------------------------------

Deferred tax assets:
     Federal net operating loss carry-forwards           17,987                    -
     State net operating loss carry-forwards              6,959                6,678
     Other comprehensive income                          10,669               13,344
     Other                                                8,468                5,580
--------------------------------------------------------------------------------------
Total deferred tax assets                                44,083               25,602
Valuation allowance                                     (4,007)               (3,747)
--------------------------------------------------------------------------------------
Net deferred tax assets                                  40,076               21,855
--------------------------------------------------------------------------------------
Net deferred tax liabilities                           $ 74,775             $ 43,660
======================================================================================
</TABLE>

         The Company's valuation allowances for deferred tax assets increased by
$260,000 in fiscal year 2004. 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 and future minimum
payments under capital lease  agreements at December 26, 2004 are as follows (IN
THOUSANDS):

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

                                                                 Capital Leases   Operating Leases
2005.....................................................           $   533         $  3,876
2006.....................................................               529            2,362
2007.....................................................               526            1,564
2008.....................................................               527            1,185
2009.....................................................               504            1,004
Thereafter...............................................             3,069              943
                                                               ------------------------------------
                                                                    $ 5,688          $10,934
                                                                                  =================
Less:  Amount representing interest (4.3% to 17.3%)......             1,798
                                                               ------------------
Present value of capital lease obligations...............             3,890
Less:  Current portion...................................               243
                                                               ------------------
Non-current portion......................................           $ 3,647
                                                               ==================
</TABLE>
         Total rent expense was approximately  $4.0 million,  $2.9 million,  and
$3.0  million for the years  ended  December  26,  2004,  December  28, 2003 and
December 29, 2002, respectively.

         At December  26, 2004 the  Company  had unused  outstanding  letters of
credit in the amount of approximately $7.8 million.

         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.

                                       58
<PAGE>


                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.      ACQUISITIONS

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

         On August 12,  2004,  the Company  completed  the  acquisition  of 21st
Century Newspapers,  Inc., a Delaware corporation ("21st Century"),  pursuant to
an Agreement and Plan of Merger (the "Agreement"), dated July 2, 2004, with 21st
Century and Wolverine  Acquisition Corp., a Delaware  corporation ("Merger Sub")
and a wholly-owned subsidiary of the Company. Pursuant to the Agreement,  Merger
Sub  merged  with and into 21st  Century,  with  21st  Century  surviving  as an
indirect  wholly-owned  subsidiary of the Company (the "Merger").  The assets of
21st Century include four daily newspapers and 85 non-daily publications located
in Michigan.

         In connection  with the  transactions  described in the Agreement,  the
Company  entered into a Credit  Agreement,  dated August 12, 2004, with JPMorgan
Chase Bank as  Administrative  Agent and  Co-Documentation  Agent,  J.P.  Morgan
Securities  Inc.,  as Sole Lead  Arranger and Sole  Bookrunner,  The Bank of New
York, Key Bank National  Association,  SunTrust Bank and Wachovia Bank, National
Association,  as Co-Syndication  Agents,  and The Royal Bank of Scotland PLC, as
Co-Documentation  Agent  (the  "Credit  Agreement").  See  Note  4 of  Notes  to
Consolidated Financial Statements.

         The purchase price for the acquisition,  including  transaction  costs,
was  approximately  $425  million,  including  the $415 million  purchase  price
negotiated with and payable to the seller.  The purchase price was financed with
borrowings  under the Credit  Agreement.  The portion of the  purchase  price in
excess of $415 million  consisted of direct  acquisition costs and certain costs
incurred  or expected to be incurred  in  connection  with the  integration  and
consolidation of 21st Century's operations.

         The  Company is in the  process of  finalizing  the  valuation  of the
business,  and the  allocation  of the purchase  price is  therefore  subject to
potential  adjustment.  There is no tax deductible  goodwill  resulting from the
Company's  acquisition of 21st Century.  The purchase price  allocation for 21st
Century, as of December 26, 2004, is as follows (IN THOUSANDS):

     Current assets, net of cash acquired of $1,901              $   20,552
     Property, plant and equipment, net                              32,163
     Goodwill                                                       282,322
     Intangible and other long-term assets                          129,421
     Other assets                                                       163
                                                                    -------
     Total assets acquired                                          464,621
                                                                    -------
     Current liabilities                                             19,580
     Non-current liabilities                                         19,683
                                                                    -------
     Total liabilities assumed                                       39,263
                                                                    -------
     Net assets acquired                                          $ 425,358
                                                                    =======

         Intangible   assets  acquired  in  connection  with  the  21st  Century
acquisition consist of the following (IN THOUSANDS, EXCEPT YEARS):

<TABLE>
<CAPTION>

<S>                                                    <C>                     <C>

                                                                           WEIGHTED AVERAGE
                                                        AMOUNT       AMORTIZATION PERIOD (YEARS)
           Amortizable intangible assets:
              Customer and subscriber lists             $ 2,500                   3
              Non-compete covenants                     $ 1,420                   7

           Non-amortized intangible assets:
              Goodwill                                 $ 282,322                  -
              Mastheads                                $ 125,500                  -



</TABLE>

                                       59
<PAGE>



                            JOURNAL REGISTER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. ACQUISITIONS (CONTINUED)

         The  following  table  presents the  unaudited  pro forma  consolidated
results of  operations  of the  Company as though the 21st  Century  acquisition
occurred on the first day of each period  presented  (IN  THOUSANDS,  EXCEPT PER
SHARE AMOUNTS):

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

                                                                   FISCAL YEAR ENDED
                                              -----------------------------------------------------------
                                                    DECEMBER 26, 2004              DECEMBER 28, 2003
        ----------------------------------    ---------------------------    ----------------------------
        Net revenues                                   $  566,640                      $  558,665
        Net income                                     $  118,320                      $   78,178
        Net income per share:
           Basic                                       $     2.82                      $     1.90
           Diluted                                     $     2.79                      $     1.87

</TABLE>

         The pro forma results are not  necessarily  indicative of what actually
would have occurred if the 21st Century  acquisition  had been in effect for the
entire  periods  presented  and are not  intended to be a  projection  of future
results.

         The Company completed three additional  acquisitions during fiscal year
2004. 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 May 4, 2004,  the  Company  completed  the
acquisition  of the  assets  of  Mohawk  Valley  Media,  a  group  of  non-daily
publications  based in Rome, New York serving Rome and neighboring  communities.
On October 4, 2004,  the  Company  completed  the  acquisition  of the assets of
Berks-Mont  Newspapers,  Inc.,  a  group  of  non-daily  publications  based  in
Boyertown, Pennsylvania.

         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.  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.

         Results  of  operations  of  each  of the  Company's  acquisitions  are
included  in the  Company's  results  of  operations  from  the  dates  of their
respective acquisition.


                                       60
<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 26, 2004 and December 28, 2003:

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

                                                 FIRST             SECOND              THIRD             FOURTH
(IN THOUSANDS, EXCEPT PER SHARE DATA)           QUARTER            QUARTER            QUARTER            QUARTER
-------------------------------------------------------------------------------------------------------------------

2004(1)
Revenues                                     $     99,158       $   107,651        $   123,052       $     145,866
Operating income                             $     20,175       $    27,406        $    25,412       $      32,287
Net income                                   $     10,247       $    14,760        $    66,088       $      25,418

Net income per common share:
     Basic                                   $       0.25       $      0.35        $      1.58       $        0.61
     Diluted                                 $       0.24       $      0.35        $      1.55       $        0.60


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

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


(1)  The amounts  reported above include  operating  results of acquisitions for the  period  the  operations  were
     owned  by the  Company.  See  Note  10, Acquisitions.
</TABLE>





                                       61
<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 26, 2004
Allowance for doubtful accounts            $ 5,785            $ 1,867           $ 4,756          $ 4,265        $ 8,143
Valuation allowance for deferred
   tax assets                                3,747                  -               260                -          4,007

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

(1)  Allowance for doubtful account  adjustments  related to acquisitions in the
     respective  periods  presented.  See  Note  10  of  Notes  to  Consolidated
     Financial Statements for a discussion of acquisitions.

(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
     carry-forwards.




                                       62
<PAGE>




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

         None.

ITEM 9A. CONTROLS AND PROCEDURES

         EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.  The Company has
established   disclosure   controls  and  procedures  to  ensure  that  material
information relating to the Company, including its consolidated subsidiaries, is
made known to the officers who certify the  Company's  financial  reports and to
other members of senior management and the Board of Directors.

         Based on their  evaluation  as of  December  26,  2004,  the  principal
executive officer and principal  financial officer of the Company have concluded
that the  Company's  disclosure  controls  and  procedures  (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective
to ensure that the  information  required to be  disclosed by the Company in the
reports that it files or submits  under the  Securities  Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

         MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL  REPORTING.  The
Company's  management is responsible for establishing  and maintaining  adequate
internal control over financial  reporting,  as such term is defined in Exchange
Act Rule  13a-15(f).  Internal  control  over  financial  reporting is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the preparation of financial  statements for external  purposes in
accordance with generally accepted accounting principles.  Internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the Company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the Company's
assets that could have a material effect on the financial statements. Because of
its inherent  limitations,  internal  control over  financial  reporting may not
prevent  or  detect  misstatements.  Also,  projections  of  any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

         Under  the  supervision  and with the  participation  of the  Company's
management,  including the principal  executive officer and principal  financial
officer,  the  Company  conducted  an  evaluation  of the  effectiveness  of its
internal  control over  financial  reporting  based on the framework in Internal
Control  -  Integrated   Framework   issued  by  the   Committee  of  Sponsoring
Organizations  of the Treadway  Commission.  Based on the  evaluation  under the
framework in Internal Control - Integrated  Framework,  the Company's management
concluded  that the  Company's  internal  control over  financial  reporting was
effective as of December 26, 2004. The scope of  management's  assessment of the
effectiveness of internal control over financial  reporting  includes all of the
Company's  businesses  except  for 21st  Century  Newspapers,  Inc.,  a material
acquisition  consummated on August 12, 2004 that was not required to be assessed
in 2004.  The Company's  consolidated  revenues for the year ended  December 26,
2004 were $475.7 million, of which 21st Century  represented $58.4 million.  The
Company's total assets as of December 26, 2004 were $1.2 billion,  of which 21st
Century represented $464.2 million. Management's report on internal control over
financial reporting for fiscal year 2005 will include 21st Century.

         Ernst  &  Young  LLP,  the  Company's  independent   registered  public
accounting  firm,  audited  management's  assessment  of  the  effectiveness  of
internal control over financial  reporting and, based on that audit,  issued the
report that is included herein.

         CHANGES IN INTERNAL  CONTROLS.  During  fiscal  year 2004,  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


                                       63
<PAGE>


Company's internal and disclosure controls and its operating efficiencies. As of
December 26, 2004,  the  implementation  of the  financial  applications  was in
process,   and  deployment  of  the  advertising   and  circulation   management
applications   is  expected  to  occur   beginning  in  fiscal  year  2005.  The
implementation  of the financial  applications  has involved  changes in systems
that included internal  controls,  and accordingly,  these changes have required
changes to our system of internal controls. The Company has reviewed each system
as it is being  implemented and the controls  affected by the  implementation of
the new systems and made appropriate  changes to affected  internal  controls as
the new systems  were  implemented.  The Company  believes  that the  controls
as modified are appropriate and functioning effectively.

ITEM 9B.  OTHER INFORMATION

         None.


                                    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 2005 Annual
Meeting of Stockholders (the "2005 Proxy  Statement") is incorporated  herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION.

         Information appearing under the caption "Executive Compensation" in the
2005 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 2005
Proxy Statement is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Information  appearing under the caption "Certain  Transactions" in the
2005 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 2005 Proxy Statement is incorporated  herein by
reference.


                                       64
<PAGE>




                                     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  26,  2004,
         furnishing pursuant to Item 2.02 thereof certain information  regarding
         the text of a press  release  issued by the Company,  dated October 26,
         2004, titled "Journal Register Company Reports Third Quarter Results."

         The Company filed a Current  Report on Form 8-K/A on November 16, 2004,
         furnishing pursuant to Item 9.01 thereof certain financial  information
         regarding the acquisition of 21st Century.

         The Company  filed a Current  Report on Form 8-K on December  21, 2004,
         furnishing pursuant to Item 5.02 thereof certain information  regarding
         the election of a member of the Board of Directors.



                                       65
<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:
<TABLE>
<CAPTION>
<S>                                   <C>
   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)       Amended and  Restated  1997 Stock  Incentive  Plan (filed as
                    Annex B to the Company's  Proxy  Statement for the Company's
                    2004 Annual Meeting of Stockholders). +
     *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          Executive Incentive Compensation Plan (filed as Exhibit 10.7
                    to the Company's Form 10-K for fiscal year 2001, File
                    No. 1-12955). +

     *10.6          Employment  Agreement by and between Journal  Register Company
                    and Robert M. Jelenic dated March 5, 2003. +
     *10.7          Employment  Agreement by and between Journal  Register Company
                    and Jean B. Clifton dated March 5, 2003. +
     *10.8          Agreement  and Plan of Merger,  dated as of July 2, 2004, by
                    and among Journal Register Company, a Delaware  corporation,
                    Wolverine  Acquisition  Corp., a Delaware  corporation and a
                    wholly-owned  subsidiary of Journal  Register  Company,  and
                    21st Century Newspapers, Inc., a Delaware corporation (filed
                    as Exhibit 2.1 to the July 7, 2004 Form 8-K).
     *10.9          Credit  Agreement  dated August 12, 2004 with JPMorgan Chase
                    Bank as  Administrative  Agent and  Co-Documentation  Agent,
                    J.P. Morgan  Securities Inc., as Sole Lead Arranger and Sole
                    Bookrunner,   The  Bank  of  New  York,  Key  Bank  National
                    Association,   SunTrust  Bank,   Wachovia   Bank,   National
                    Association,  as Co-Syndication Agents and The Royal Bank of
                    Scotland  PLC, as  Co-Documentation  Agent (filed as Exhibit
                    10.1 to the August 20, 2004 Form 8-K).
    **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.
</TABLE>
__________________
   +    Management contract or compensatory plan or arrangement.
   *    Incorporated by reference.
   **   Filed herewith.
                                       66
<PAGE>
                                   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 25th day of March 2005.

                             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 25th day of March 2005.

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

        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 and
_____________________________            Director (Principal Financial and Accounting Officer)
/s/ Jean B. Clifton


/s/ John L. Vogelstein                   Director
_____________________________
John L. Vogelstein


/s/ Errol M. Cook                        Director
_____________________________
Errol M. Cook


/s/ James W. Hall                        Director
_____________________________
James W. Hall


/s/ Joseph A. Lawrence                   Director
_____________________________
Joseph A. Lawrence


/s/ Stephen P. Mumblow                   Director
_____________________________
Stephen P. Mumblow


/s/ Gary D. Nusbaum                      Director
_____________________________
Gary D. Nusbaum


/s/ Burton B. Staniar                    Director
_____________________________
Burton B. Staniar

</TABLE>


                                       66