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        February 14, 2008   Maureen O’Connell Chief Financial Officer Scholastic Corporation 557 Broadway New York, NY 10012

Re: Scholastic Corporation
 File No. 000-19860  Form 10-K:  For the Fiscal Year Ended May 31, 2007  Form 10-Q:  For the Quarterly Period Ended November 30, 2007

Dear Ms. O’Connell:

We have reviewed the above referenced filings and have the following comments.
We ask you to revise future filings in response to certain of these comments.  If you disagree, we will consider your explanation as to why a revision is unnecessary.  Please be as detailed as necessary in your explan ation.  We also ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.  Form 10-K:  For the Fiscal Year Ended May 31, 2007

Item 8:  Consolidated Financial Statements and Supplementary Data

Consolidated Balance Sheets, page 38
1. We note that “Other accrued expens es” comprise approximately 34.7% and
22.5% of your “Total current liabilitie s” balance as of May 31, 2007 and May 31,
2006, respectively.  In this regard, please i)  tell us the amounts of any individually
significant items that have been included  within your “Other  accrued expenses”

Scholastic Corporation
February 14, 2008
Page 2

balance and ii) if applicable, separately di sclose in your balance sheet, or in a note
thereto, any items/ amounts that exceed 5% of your total current liabilities.  Refer
to Rule 5-02(20) of Regulation S-X for further guidance.

Consolidated Statements of Cash Flows, page 42
2. Please explain to us your basis for presenting cash outflows for “royalty advances” as an investing activity.  Such  payments appear to be a form of
compensation for services associated w ith generating revenue that should be
presented as an operating activity.
 Notes to Consolidated Financial Statements, page 43

Note 1. Summary of Significant Accounting Policies, page 43

Revenue Recognition, page 43
3. Please explain to us your basis for rec ognizing revenues associated with school-
based book fairs on a ratable basis.  In this  regard, clarify whet her the associated
revenues are related to services you perform, the sale of products,  or both.  If both
services are performed and products are so ld at these book fairs, explain to us
how you allocate revenues attributable to each.
 Deferred Promotion Costs, page 44

4. Please clarify for us, as well as in your  disclosure, whether “incentive product
costs” are classified as a reduction of revenues or as  an expense, and how your
treatment is in compliance with EITF 01-9.  Additionally, explain to us how you
account for the “bonus points” given to te achers who participate in book clubs, as
disclosed on page 2.
 Form 10-Q:  For the Quarterly Period Ended November 30, 2007

Notes to Condensed Consolidated Financial Statements, page 4

Note 12. Subsequent Event, page 14
5. You disclose that you anticipate poten tially significant non -cash write-downs
within the DTH business.  We note this bus iness has a consistent history of losses,
and it appears that you last recorded impair ment charges related to this business in
fiscal year 2005.  In view of the precedi ng, explain to us the basis for the timing
of the anticipated write-downs and why your  impairment analyses with regard to
this business have not indicated that it was necessary to record any impairment
between fiscal year 2005 and your latest reporting period.

Scholastic Corporation
February 14, 2008
Page 3

6. Furthermore, we note from Footnote 2 to your financial statements for the period
ended May 31, 2007 that goodwill comprises $92.4 million of the asset balance
ascribed to your DTH business.  As DTH has experienced increasing losses
during each of last three year s, and appears to qualify as  a separate reporting unit,
please tell us whether the goodwill ascribed to your DTH business has been tested
for impairment independently, or whethe r your annual goodwill test has only been
performed with regard to the total g oodwill amount ascribed to your “Children’s
Book Publishing and Distribution” segm ent.  If goodwill for the DTH business
was not tested independently, please explai n to us your basis for not doing so. To
the extent that the goodwill balance ascrib ed to DTH has been separately tested
for impairment on an annual basis, please pr ovide us with a detailed analysis of
the assumptions used when performing your test.  Refer to paragraphs 18, 30, and 31 of SFAS No. 142 for further guidance.

********
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in your filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
 ‚ the company is responsible for the adequacy  and accuracy of the disclosure in its
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Scholastic Corporation
February 14, 2008 Page 4

 You may contact Jeffrey Sears at 202-551-3302 or Doug Jones at 202-551-3309
with any questions.  You may also contact me at 202-551-3812.

Sincerely,

Michael Fay Branch Chief