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        June 19, 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  Form 10-Q: For the quarterly period ended February 29, 2008
Dear Ms. O’Connell:

 We have reviewed your May 2, 2008 correspondence and have the following
comments.  We ask you to revise future filings in response to some 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 explanation.  We also ask you to provide us with information so
we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.
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-Q: For the quarterly period ended November 30, 2007

Item 1. Financial Statements

Notes to Condensed Consolidated Financial Statements

12. Subsequent Event, page 14
1. We appreciate your detailed responses to our prior comment numbers 3 and 4.  In
response number 4, you stated that the DTH business is a component of the
“Children’s Book Publishing and Distribution” operating segment.  Therefore, it is a
reporting unit pursuant to para graph 30 of FAS 142.  Your response reasons that it is
appropriate to test impairment of goodw ill associated with the DTH business on an
aggregated basis with other components with in the same operating segment as that of
the DTH business.  We note that your  accounting treatment is based upon your

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June 19, 2008
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conclusion that DTH exhibits similar economic characteristics as the remainder of the
“Children’s Book Publishing and Distribution” segment.  In this regard we note that
your conclusion is partially based upon the assertion that DTH realizes similar gross margins as the other components of the operating segment to which DTH belongs.

We note that you have referenced foot note 20 to paragraph 30 of FAS 142 and
paragraph 17 of FAS 131 to support your asse rtion that DTH’s realized gross margins
are evidence of economic sim ilarities to the other compone nts of the “Children’s Book
Publishing and Distribution” segment.  In this regard, we believe that gross margin would be an appropriate measure of econom ic similarity if it were a primary
performance measure used by management in the evaluation of your business.
However, based upon your segment disclosures provided in Note 2 to your Form 10-K,
it appears that “operating income” or “ business income” is the measure used by
management to evaluate the performance of your segments.  Furthermore, we note that
gross margin does not appear to be a key performance measure of  your consolidated
company, as the measure does not appear in  your statement of operations, MD&A, or
elsewhere in your Form 10-K.  Based upon th e aforementioned facts, we do not believe
that gross margin is the appropriate m easure to be compared for purposes of
determining whether your reporting units are economically similar.  Furthermore, it
appears that “operating income” or “business income” may be the most appropriate measure for your assessment.

In addition, to the extent th at you continue to believe that gross margin is an
appropriate measure of performance to assess economic similarity, we are not
convinced that the long term gross margin percentages of DTH versus all other components of the “Children’s Book Publishing and Distribution” segment are similar.  First, you have responded that the company has experienced dec lining profit margins
in the DTH business and that these margins may no longer be comparable to the long-term average gross margins of the other com ponents within the segment.  Second, from
the information provided supplementally in E xhibit B, it appears to us that the gross
margin percentage materially differs between the DTH business and the other components.  The gross margin percentage for DTH has a regular pattern of decrease
over the period presented ranging from 74.9%  to 58.9%, whereas the gross margin
percentage of the other components are rela tively consistent over the same period,
ranging between 55.9% and 50.0%.  We note that the weighted average gross margin percentage over this period is 67.4% fo r DTH compared to 53.6% for the other
components.

Furthermore, as you have pointed out, EI TF D-101 specifies that the assessment of
whether two components have similar economic  characteristics is one that is more
qualitative than quantitative, and that the FASB Board did not intend that the
determination of whether two components are economically similar be limited to the consideration of the factors described in paragraph 17 of  FAS 131.  You have pointed
out other factors that you be lieve are determinative in your circumstances.  However,
we note additional characteristics of the DTH business th at you have previously

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Page 3

identified or disclosed that may be unique to it or sufficiently different from those
associated with other components.  We believe  that such characteristics should also be
considered in your analysis.  For example, th ese characteristics include (i) the “bill me
later” basis of billing for DTH, (ii) the DTH business requires significantly higher
provisions for returns and bad debts, (iii ) the nature of ma rketing for the DTH
business, (iv) the higher SG&A as a % of revenue associated with the DTH business,
(v) the continuity program st ructure of the DTH business, and (vi) the substantial
amount of promotional costs associated with  the DTH business that are accounted for
on a deferred basis.  We believe that a high degree of similarity of economic
characteristics is needed to justify aggregat ion of reporting units, and it is not clear to
us that your circumstance s warrant aggregation.

In view of the preceding and absent any ot her compelling evidence to the contrary, we
believe that your periodic testing of imp airment of goodwill attributable to the DTH
business should be evaluated on a DTH reporting unit basis and not on an aggregated basis with other components.  Accordingl y, the carrying amount of the DTH business
should include the carrying amount of goodwill attributable to it for purposes of the
first step in testing impairment of go odwill pursuant to paragraph 19 of FAS 142. In
this regard, please provide us with impairm ent analyses of the DTH business on this
basis, in compliance with the require ments of FAS 142, as of May 31, 2007 and 2006,
as well as your conclusions based upon thes e analyses.  This analysis should be
performed on the basis determined after consideration of comment numbers 3 and 6
below.
2. You attributed  only $4.3 million of goodwill to the DTH business upon your intention
to sell this business, as disclosed in the February 29, 2008 Form 10-Q.  In the 2007
Form 10-K, you attributed $92.4 million to  this business at May 31, 2007 and 2006.
Please explain to us the reason for this inc onsistency.  In this regard, we note from
your prior disclosures that you obtained th e DTH business when you acquired Grolier
in 2000, and that $168.1 million of the purchase price was allocated to goodwill.  Since
it appears that the principal operations of Grolier was the DTH business, and it appears that you intend to dispose of all of the DTH business, it r easons and we would expect
that the amount of goodwill a ttributed to the DTH business would be the $92.4 million
disclosed in your Form 10-K.  As such, pleas e provide us with a roll-forward of the
goodwill attributed to the acquisition of Grolier from the consummation of the acquisition through the period ended February 29, 2008.  Your roll-forward should show the original allocation of goodwill to each reporting unit, including DTH, upon
adoption of FAS 142.  In this regard, refe r to paragraph 54 of FAS 142.  In addition,
please tell us the basis/methodology used in  your initial assignment of goodwill to
reporting units.  Unless otherwise determined, please note that it is expected that the
impairment testing referred to in comment  number 1 would incl ude a carrying amount
for goodwill of $92.4 million.
3. Additionally, it appears to us that the DTH reporting unit is  an asset group that also
represents the lowest leve l of independent identifiabl e cash flows, pursuant to

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paragraph 4 of FAS 144.  Pa ragraph 12 of FAS 144 specifi es that “Goodwill shall be
included in an asset group to be tested fo r impairment under this Statement only if the
asset group is or includes a reporting unit.”  Accordingly, the ca rrying amount of the
DTH business should include the carrying amount of goodwill attributable to it for
purposes of testing impairment of l ong lived assets pursuant to FAS 144.

Furthermore, the testing of recoverab ility presented in Exhibit A, which you
supplementally provided to us, appears to be  performed on an individual asset basis.
However, paragraph 4 of FAS 144 specifies that  “If a long-lived asset (or assets) is part
of a group that includes other as sets and liabilities not cove red by this Statement, this
Statement applies to the group.  In those s ituations, the unit of accounting for the long-
lived asset is its group.  For a long-lived asset or assets to be held and used, that group
(hereinafter referred to as an asset group)  represents the lowest level for which
identifiable cash flows are largely independe nt of the cash flows of other groups of
assets and liabilities.”  Additionally, paragr aph 7 of 144 specifies that “An impairment
loss shall be measured as the amount by which the carrying amount of a long-lived
asset (asset group) exceeds its fair value.”  Further, paragraph 10 of FAS 144 specifies
that “For purposes of recognition and measur ement of an impairme nt loss, a long-lived
asset or assets shall be grouped with other as sets and liabilities at  the lowest level for
which identifiable cash flows are largely inde pendent of the cash fl ows of other assets
and liabilities.”

In view of the preceding, we believe that  the carrying amount of the DTH business
should have included the carrying amount s of both goodwill and long lived assets
associated with the business, when perf orming your periodic evaluation of the
recoverability and impairment of long lived a ssets of the DTH business.  In this regard,
please provide us with impairment analyses of the DTH business on this basis at May
31, 2007 and 2006 in compliance with the re quirements of FAS 144, along with your
conclusions represented by these analyses.  This analysis should be performed on the
basis determined after considera tion of comment number 6 below.
4. If the analyses referred to in comment number 3 include net income/loss amounts,
please (i) tell us the related actual an nual net income/loss from 2001 to 2007, (ii)
explain to us the factors that cause any ma terial variance between actual results and
projected results for the peri ods included in the analyses, and (iii) how the significant
factors, variables and assumpti ons used for projected periods  are reasonable relative to
your circumstances and histor ical experience.  For example, in the Exhibit A
supplementally provided to us, the analysis  for each of the Disney and Random House
licenses shows a significant net loss for 2008 and significant net income in each year
presented thereafter with out explanation of the reason(s) for the material change in the
results.
5. We note that other than the relatively minor charges recorded in 2004 and 2005, your
evaluations have not identified any impairm ent of the DTH business since the “Do Not
Call Registry” legislation was enacted in 2003, despite losses of this business in each

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of the ensuing fiscal years, which you cite ar e a consequence of this legislation.  If it is
determined that recording of impairment  of long lived assets or goodwill is not
appropriate prior to your intention to sell the DTH business, please clearly and fully
explain to us the facts and circumstances  that changed in your evaluation of
impairment of the DTH business upon your intention to sell the business, when
compared to your prior evaluations, as your most recent evaluation has resulted in the
recognition of impairment charges.  In c onnection with this, e xplain to us how your
evaluation of fair value and related disclo sures comply with the requirements of FAS
157.
6. We note from the disclosure in the Februa ry 29, 2008 Form 10-Q that as a result of
your analysis required by FAS 144 in th at quarter, you recorded a net of tax
impairment charge of $72.7 million during th e quarter to reflect the DTH disposal
group at its estimated fair valu e less cost to sell.  You di sclose that the impairment
charge was first applied to the long-lived a ssets and the deferred promotion costs of the
DTH disposal group, with the remainder of the impairment charge applied on a pro-
rata basis to accounts receivab le, inventory and other curren t assets.  Paragraph 14 of
FAS 144 specifies that “An im pairment loss for an asset group shall reduce only the
carrying amounts of a long-lived asset or assets of  the group.  The loss shall be
allocated to the long-lived assets of th e group on a pro rata ba sis using the relative
carrying amounts of those asse ts, except that the loss allo cated to an individual long-
lived asset of the group shall not reduce the carrying amount of that asset below its fair value … .”  Further, paragraph 36 of FAS 144 specifies that “The carrying amounts of
any assets that are not covered by this Statement, including goodwill, that are included
in a disposal group classified as  held for sale shall be adjusted in accordance with other
applicable generally accepted accounting prin ciples prior to measuring the fair value
less cost to sell of the disposal group.”  Af ter consideration of the FAS 144 impairment
analyses referred to in comment number 3 a bove, please explain to us your basis for
allocating a portion of the impairment ch arge resulting from the FAS 144 evaluation
performed in the quarter ended February 29, 2008 to accounts receivable, inventory
and other current assets.  In  connection with this, explain to us why impairment of
these assets was not assessed in accordance wi th principles governing such assets -- for
example, in accordance with ARB No. 43, Chap ter 4 in regard to inventory and FAS 5
in regard to accounts receivable.  Also, tell  us why impairment was not recorded in
your results prior to your in tention to sell the business and the FAS 144 impairment
evaluation performed in the qua rter ended February 29, 2008.
7. If it is determined that recording of impairment of the current assets referred to in
comment number 6 is not appropr iate prior to your intention to sell the DTH business,
please clearly and fully explai n to us the facts and circum stances in your evaluation of
impairment of these assets that a) cha nged from your prior evaluations and b)
warranted recording impairments upon your intention to sell the DTH business.

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Form 10-Q: For the quarterly period ended February 29, 2008

Item 1. Financial Statements

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation, page 4
8. We note from your response to our prior comment number 1 that you have reclassified
cash flows associated with royalty advances  into the operating activities section of
your consolidated statement of cash flows.  However, we do not believe that you have adequately disclosed the reason for this reclassification or clearly disclosed the impact the reclassification on your cash flows from operation