SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        March 22, 2010           Maureen O’Connell  Chief Financial Officer Scholastic Corporation 557 Broadway New York, NY  10012   Re: Scholastic Corporation
Form 10-K for the fiscal year ended May 31, 2009
  File No. 000-19860

Dear Ms. O’Connell:
  We have reviewed the above referenced filing and have the following comments.
Some of our comments request changes to disc losure in future filings.  If you disagree,
we will consider your explanation as to w hy a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Our comments may also request 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 Year Ended May 31, 2009

Item 1 – Business, page 1

1. We note from your filing that you incur pr epublication costs, royalty advances,
and production costs.  Please expand your disc losure here to discuss the aspects of
your business operations that re late to these and other sim ilar operating costs.  For
example, discuss that you pay advances to authors, why and how often you do so,
and how this impacts your business.

Scholastic Corporation
March 22, 2010
Page 2 of 3           Critical Accounting Policies, page 21

Royalty Advances

2. We note that the amounts reserved for royalty advances represent more than 50% of the gross balance.  Please signific antly expand your policy for determining the
reserve related to royalty advances.  Explain what is meant by “historical
earndown experience” and also disclose wh ether there is a specific amount of
time that lapses before you determine that  an unpublished title is unlikely to be
published.  Please provide us with a copy of  your intended revised disclosure.
 Results of Operations, page 25

3. Given the significance of cost of goods so ld to your results of operations, we
believe you should expand your disclosure rela ted to cost of goods sold to provide
more discussion and analysis of the sub-cat egories of costs within it.  In this
regard, please consider revising to qu antify, in tabular form, the major sub-
categories of costs and expanding your written narrative to provide a corresponding analysis.
 Summary of Significant Accounting Policies, page 45

Revenue Recognition, Trade

4. We note that revenue from the sale of books for distribution in the retail channel
is recognized at the time of shipment  or “when the product is on sale and
available to the public.”  Pl ease clarify for us and in your filing what this means,
whether it changes the timing of revenue  recognition, and how this point is
determined.
 Goodwill, page 47

5. Please tell us and disclose how you de fine your reporting units relating to
goodwill.

Reserve for Unredeemed Credits, page 71

6. Please disclose how you account for credits issued in conjunction with your
school-based book club and book fair operations  as well as the a ssociated reserve
for unredeemed credits.

Management’s Report on Internal Control Over Financial Reporting, page 76

7. We note your disclosure that your cor poration’s Chief Executive Officer and
Chief Financial Officer conc luded that the corporati on’s internal control over
financial reporting was effective as of  May 31, 2009.  Please provide us with a

Scholastic Corporation
March 22, 2010 Page 3 of 3
statement acknowledging that your management  assessed the effectiveness of
your internal control over financial repor ting and concluded that such controls
were effective as of May 31, 2009.  In futu re filings, please revise your disclosure
to clarify that the representations required by Item 308(a) of  Regulation S-K are
made by your management.  Refer to It em 308(a)(1)-(3) of Regulation S-K.

********

  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 filings; 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.

 You may contact Theresa Messinese at  202-551-3307 for questions regarding the
financial statements and related matters, Michelle Lacko at 202-551-3240 for questions
regarding Comment 7, or the undersigned at 202-551-3380 with any other questions.

Sincerely,

Lyn Shenk Branch Chief