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May 2, 2008

Mr. Michael Fay

Branch Chief

Division of Corporation Finance

Mail Stop 3561

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-5546

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 Mr. Fay:

          We have received your follow-up letter dated April 2, 2008 regarding the above-referenced reports filed by Scholastic Corporation (“Scholastic” or the “Company”) under the Securities Exchange Act of
1934 (the “Form 10-K” and “Form 10-Q”). Please note that Exhibits A and B, sent under separate cover in support of our responses, contain data which the Company considers confidential in nature and would not want disclosed beyond
the use of the Staff in conjunction with this response letter. Therefore, the Company respectfully requests that Exhibits A and B be treated as confidential.

          We have set forth below a response to each of the Staff’s comments set forth in its April 2, 2008 comment letter. For Staff comments 3 and 4, we have set forth the text of the comments, followed by the Company’s
response.

Form 10-K: For the Fiscal Year Ended May 31, 2007

Item 8:  Consolidated Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page 42

          In
the Company’s
Form 10-Q for the nine month period ended February 29, 2008 (filed on April 9,
2008), the Company presented royalty advances as an operating activity in its
Consolidated Statement of Cash Flows in accordance with the Staff’s comments.
We shall use this presentation for royalty advances in all subsequent filings.

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Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Revenue Recognition, page 43

          As requested by the Staff, the Company will expand its disclosure regarding revenue recognition in its book fair operations in its upcoming Form 10-K filing for the fiscal year ending May 31,
2008.

Form 10-Q: For the Quarterly Period Ended November 30, 2007

 Item 1.  Financial Statements

Notes to Condensed Consolidated Financial Statements - Unaudited

 Note 12.  Subsequent Event, page 14

3.   You have stated in your response to our prior comment number 5 that, historically, you have tested certain of your direct-to-home continuity
business’s (“DTH’s”) long-lived assets for impairment on an annual basis, if not more frequently.  However, we are unclear whether the long-lived assets held by DTH were grouped and measured for impairment at the lowest level at
which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, as required by paragraph 10 of SFAS No. 144. More specifically, we are unclear whether the assets of DTH were grouped with other assets of your Children’s Book Publishing and Distribution segment, or evaluated on a disaggregated basis, when you performed
your prior impairment analyses. In this regard, please tell us whether your impairment analyses related to the long-lived assets held by DTH included the assets of other reporting units within your Children’s Book Publishing and Distribution
segment.  In addition, as DTH appears to be a “reporting unit,” please tell us whether the goodwill allocated to DTH was included in the asset group that was tested for impairment, as required by paragraph 12 of SFAS No. 144. Also, tell us
the methodology used to evaluate these assets for impairment.

If your prior impairment analyses relating to the long-lived assets held by DTH were not performed on a disaggregated basis, please perform an analysis at the lowest level of independently identifiable cash flows and tell
us why you believe your prior analyses were appropriate.  Alternatively, tell us why you believe your prior analyses were appropriate, citing any literature that you have relied upon to reach your conclusion. As part of your response, please provide
us with a copy of the most recent impairment analysis performed with regard to DTH’s long-lived assets.

          We ask that the Staff refer to the Company’s
Form 10-Q for the nine month period ended February 29, 2008 (filed on
April 9, 2008), which provides more information on the assets referred to in
Staff comment 3 above. Our Form 10-Q also provides details regarding the write-downs
that were required for the DTH business (which is comprised of the

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domestic and international portions of the Company’s direct-to-home continuities businesses, as well as certain warehousing and distribution facilities). In December 2007, the DTH business qualified for
“held-for-sale” status, and the Company therefore applied the guidance of paragraph 34 of SFAS No. 144, which resulted in the impairment recorded in our fiscal third quarter ended February 29, 2008. Prior to qualifying for held for sale
status, the long-lived assets of the domestic direct-to-home continuities business were tested for impairment as required under the guidance of SFAS No. 142 (paragraph 17), which covers intangible assets with indefinite lives, and SFAS No. 144,
which covers “long-lived assets to be held and used” (paragraphs 7 through 26). No impairments were recorded pursuant to this guidance.

          The
Company’s intangible assets with indefinite lives, including those of the
domestic direct-to-home continuities business, have been tested in accordance
with paragraph 17 of SFAS No.  142, which states: “The impairment test shall
consist of a comparison of the fair value of an intangible asset with its carrying
amount. If the carrying amount of an intangible asset exceeds its fair value,
an impairment loss shall be  recognized in an amount equal to that excess.” The
intangible assets with indefinite lives associated with the Company’s domestic
direct-to-home continuities business are licenses with Disney and Random House,
which were obtained by the  Company through its acquisition of Grolier Incorporated
in June 2000. The Company derived the fair value of these intangible assets by
utilizing a discounted cash flow model, using estimates because complete balance
sheet data for this component was  not available, and the excess earnings methodology.
As requested, we are providing the Staff with the impairment testing for the
indefinite-lived intangible assets of the domestic portion of the direct-to-home
continuities business as of May 31, 2007, under separate cover as Exhibit A.
These tests have historically showed no impairment.

          Prior to qualifying for held for sale status, the long-lived assets
(other than indefinite-lived intangible assets) of our domestic direct-to-home
continuities business were historically grouped and tested for impairment at the
lowest level at which identifiable cash flows are largely independent of the
cash flows of other assets and liabilities, as required by paragraph 10 of SFAS
No. 144. The impairment tests for these assets
did not include assets
of other components of the Children’s Book Publishing and Distribution segment,
or any other segment. These assets include: property, plant, and  equipment;
deferred prepublication costs; and royalty advances. Paragraph 8 of SFAS No.
144 states: “a long-lived asset (asset group) shall be tested for recoverability
whenever events or changes in circumstances indicate that its carrying  amount
may not be recoverable.” The Company noted that one of the examples provided
by paragraph 8 is a “current period operating or cash flow loss,” which
had been experienced by the domestic direct-to-home continuities business during
the past several fiscal years. Paragraph 7 of SFAS No. 144 states: “An impairment
 loss shall be recognized only if the carrying amount of a long-lived asset is
 not recoverable and exceeds its fair value. The carrying amount of a long-lived
 asset is not  recoverable if it exceeds the sum of the undiscounted cash flows
 expected to result from the use and eventual disposition of the asset.” The
 Company tested the long-lived assets of the domestic direct-to-home  continuities
 business (specifically property, plant and equipment, deferred prepublication
 costs, and royalty advances) based on this guidance. The Company performed an
 impairment test that used the excess cash flows from the indefinite-lived intangible
 assets’ impairment
 test discussed in  the previous paragraph. On the basis of that test, we noted
 that the sum of the excess discounted cash flows was greater than the carrying
 values of these other long-lived assets. We are providing the Staff with the
 analysis for the other long-lived  assets (included with the
 impairment test for the  indefinite-lived intangible assets) under separate
 cover as Exhibit A.

          You also ask whether goodwill was included in the impairment test discussed above.  As discussed in our response to comment 4 below, we do not believe that the domestic direct-to-

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home continuities business represents a reporting unit, and therefore the impairment testing of the domestic direct-to-home continuities business did not include an allocation of the goodwill, pursuant to paragraph 12 of
SFAS No.144, which states: “Goodwill shall not be included in a lower-level asset group that includes only part of a reporting unit.”

4.   We have reviewed your response to our prior comment number 6. However, we believe that the goodwill attributed to your direct-to-home continuity
business (“DTH”) and the goodwill attributed to the remainder of your Children’s Book Publishing and Distribution segment should be tested on a disaggregated basis. In this regard, we note from the “Additional Observations”
provided in EITF D-101 that the determination of reporting units under SFAS No. 142 begins with the definition of an operating segment in paragraph 10 of SFAS No. 131 and considers disaggregating an identified operating segment into economically
dissimilar components for the purpose of goodwill testing.

Furthermore, based upon additional guidance provided in EITF D-101, as well as paragraphs B101 through B103 of SFAS No. 142, it appears to be most appropriate to evaluate goodwill for impairment at the level of internal
reporting that reflects the way an entity manages its business or operations and to which goodwill naturally would be associated. Based upon the aforementioned guidance, we note that while DTH may not be a “reportable segment,” DTH appears
to be a separate “reporting unit” for purposes of testing goodwill impairment. Please also refer to the guidance provided in paragraphs 30 and 31 of SFAS No. 142.

Based upon the disclosure that has been provided in your MD&A and Footnote 2 to your financial statements, it would appear that the operations of DTH qualify as a business for which discrete financial information is
available.  In addition, it appears that the operating results of DTH are reviewed by segment management. Therefore, it appears that disaggregating the operations of DTH from the remainder of your Children’s Book Publishing and Distribution
segment for purposes of evaluating goodwill would reflect how your operations are managed for internal reporting purposes.

Furthermore, we note that DTH has experienced losses during each of the last three fiscal years, as well as the six-month period ended November 30, 2007. On the contrary, the remaining operations of your Children’s
Book Publishing and Distribution segment have recognized significant income during the corresponding periods.  Such a disparity in operating performance would appear to suggest that the operations of DTH are economically dissimilar from the
remaining operations of your Children’s Book Publishing and Distribution segment – even if the nature of DTH’s products, nature of DTH’s processes, type or class of DTH’s customers, and DTH’s methods of distribution are
deemed to be similar. In this regard, we note from paragraph 17 of SFAS No. 131 that long-term average margins would be expected to be similar if economic characteristics are similar.

Given the aforementioned facts, please perform an impairment analysis relating to the goodwill allocated to DTH on a disaggregated basis. Please note per EITF D-101 that components that share similar economic
characteristics, but relate to different operating segments, may not be combined into a single reporting unit. In this regard, we note from your disclosure that the DTH business is conducted in both the “Children’s Book Publishing and
Distribution” and “International” reportable segments, indicating that

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further disaggregation of the DTH business may be warranted for impairment testing purposes. Please provide us with a copy of your analysis as part of your response.

          In determining whether the domestic direct-to-home continuities business should be considered a reporting unit, the Company followed the applicable guidance in EITF D-101, SFAS No. 142, and
SFAS No. 131. We will provide our analysis step by step to demonstrate to the Staff the basis for our conclusion.

          Following the guidance in the “Additional Observations” section of EITF D-101, the Company noted that the determination of reporting units under SFAS No. 142 begins with the
definition of an operating segment in paragraph 10 of SFAS No. 131 and considers disaggregating an identified operating segment into economically dissimilar components for the purpose of goodwill testing. The Company’s analysis started with its
operating segments, in this case the Children’s Book Publishing and Distribution operating segment, and considered disaggregation. The Company also noted that EITF D-101 states: “Evaluating whether two components have similar economic
characteristics is a matter of judgment that depends on specific facts and circumstances. That assessment should be more qualitative than quantitative.”

          SFAS No. 142, paragraph 30 defines a reporting unit as follows: “A reporting unit is an operating segment or one level below an operating segment (referred to as a component).  A component
of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component.” The Company concluded
that the domestic direct-to-home continuities business does represent a component because its operations constitute a business for which discrete financial information is available and segment management regularly reviews the operating
results.

          The Company then considered whether the domestic direct-to-home continuities component should be aggregated in a reporting unit with other components of the Children’s Book Publishing and
Distribution operating segment. SFAS No. 142, paragraph 30 goes on to state the following: “However, two or more components of an operating segment shall be aggregated and deemed a single reporting unit if the components have similar economic
characteristics.  An operating segment shall be deemed to be a reporting unit if all of its components are similar, if none of its components is a reporting unit, or if it comprises only a single component. The relevant provisions of Statement 131
and related interpretive literature shall be used to determine the reporting units of an entity.”

          In determining whether the components of an operating segment have similar economic characteristics, footnote 20 to paragraph 30 of SFAS No. 142 states that “paragraph 17 of Statement 131
shall be considered in determining if the components of an operating segment have similar economic characteristics.” Paragraph 17 states: “Operating segments often exhibit similar long-term financial performance if they have similar
economic characteristics.  For example, similar long-term average gross ma