SecProbe.io

February 7, 2012
  Via E-mail

 Maureen O’Connell  Executive Vice President and Chief Financial Officer   Scholastic Corporation  557 Broadway  New York, NY 10012
Re: Scholastic Corporation
 Form 10-K for Fiscal Year Ended May 31, 2011
Filed July 27, 2011 File No. 000-19860

Dear Ms. O’Connell:
 We have reviewed your filing and have th e following comments.  Our comments ask you
to provide us with information so we  may better understand your disclosures.
 Please respond to this letter within ten bus iness days by confirming that you will revise
your document in future filings and providing th e requested information.  If you do not believe
our comments applies to your f acts and circumstances, please tell  us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Note 6: Commitments and Contingencies, page 49

 Contingencies, page 51

 1. A large portion of your disclosu re is dedicated to providi ng the history of the legal
proceeding in which you are involved, including the dates of various motions and hearings.
Also, while you state that you intend to vigor ously defend the lawsuit, you have not
specifically stated your conclusi on as to the likelihood of a loss contingency with respect to
the matter disclosed.  Therefore, it is not clear whether you believe  the likelihood of an
adverse outcome is other than remote, nor is it  clear how material, or potentially material,
the matters is, or could be, to you.  We believe your disclosure would be much more useful to
investors if it was focused on describing the cu rrent status of the ma tter, in plain English,
rather than on the history of legal proceedi ngs.  Lastly, it is not determinable from your
disclosure if you have recorded an accrual for the matter or if there are unrecognized
contingencies that could require  further disclosure regarding their aggregate loss exposure.
Please advise, and revise your disclosure as ap propriate.  Provide us with a copy of your

Maureen O’Connell Scholastic Corporation February 7, 2012 Page 2

 intended revised disclosure.  Refer to the disclo sure requirements set forth by paragraphs 1-5
of ASC 450-20-50.
 Note 8: Goodwill and Other Intangibles, page 52

 2. We note your disclosure that in  fiscal year 2011, you determined that certain intangible assets
associated with publishing and trademark right s, which were previous ly accounted for as
indefinite-lived assets, were  no longer indefinite-lived and you subsequently commenced
amortization of the assets.  Please describe fo r us the intangible asse ts that you determined
were no longer indefinite-lived, the carrying va lue at the beginning of fiscal year 2011, the
amount of amortization expense recorded in fisc al year 2011 for these assets, and the facts
and circumstances that led you to  believe that they were no l onger indefinite-lived assets.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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 federa l securities laws of  the United States.

You may contact Patrick Kuhn at (202) 551- 3308 or me at (202) 551-3380 with any
questions.
Sincerely,
   /s/ Lyn Shenk
Lyn Shenk Branch Chief