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July 23, 2008

Mr. Joseph Foti

Senior Assistant Chief Accountant

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

Form 10-Q: For the Quarterly Period Ended February 29, 2008

Dear Mr. Foti:

      We have received your follow-up letter dated June 19, 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 1, 2 and 3, 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 1, 2, and 3 be treated as confidential.

      We have set forth below a response to each of the Staff’s comments set forth in its June 19, 2008 comment 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 paragraph 30 of FAS 142. Your response
        reasons that it is appropriate to test impairment of goodwill associated
        with the DTH business on an aggregated basis with other components within
        the same operating segment as that of the DTH business. We note that
        your accounting treatment is based upon your 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.

Scholastic Corporation

July 23, 2008

Page 2 of 9

    We
          note that you have referenced footnote 20 to paragraph 30 of FAS 142
          and paragraph 17 of FAS 131 to support your assertion that DTH’s
          realized gross margins are evidence of economic similarities to the
          other components of the “Children’s Book Publishing and Distribution” segment.
          In this regard, we believe that gross margin would be an appropriate
          measure of economic 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 the aforementioned facts, we do not believe
          that gross margin is the appropriate measure 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 that
          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
          declining 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 components within the segment. Second, from the information
          provided supplementally in Exhibit 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 relatively 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% for DTH compared to 53.6% for the other components.

       Furthermore, as you have pointed
          out, EITF 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 believe
          are determinative in your circumstances. However, we noted additional
          characteristics of the DTH business that you have previously 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, these 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 marketing for the DTH business,
          (iv) the higher SG&A as a % of revenue associated with the DTH
          business, (v) the continuity program structure 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 aggregation of reporting units, and it is not clear to us
          that your circumstances warrant aggregation.

       In view of the preceding and
          absent any other compelling evidence to the contrary, we believe that
          your periodic testing of impairment 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.

  Scholastic Corporation

July 23, 2008

Page 3 of 9

    Accordingly, 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 goodwill pursuant to paragraph 19 of FAS 142. In this regard, please
        provide us with impairment analyses of the DTH business on this basis,
        in compliance with the requirements of FAS 142, as of May 31, 2007 and
        2006, as well as your conclusions based upon these analyses. This analysis
        should be performed on the basis determined after consideration of comment
    numbers 3 and 6 below.

    Comment 1 Response:

    We have performed
        impairment tests for prior years, assuming the DTH business was a reporting
        unit/segment as requested by the Staff. On this basis, the goodwill associated
        with the DTH business would have been impaired
$92.4 million ($59.3 million after tax) in 2005. As indicated in discussions
with the Staff on July 14, 2008, we will amend our financial results for these
periods to reflect these impairments commencing in our annual report on Form
10-K for the year ended May 31, 2008. Please see the goodwill impairment analysis
for the period ended May 31, 2005 provided under separate cover as Exhibit 1.
Included as Exhibit 2, provided under separate cover, are the additional disclosures
we propose to make regarding this adjustment.

    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 inconsistency. In this
        regard, we note from your prior disclosures that you obtained the 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 reasons and
        we would expect that the amount of goodwill attributed to the DTH business
        would be the $92.4 million disclosed in your Form 10-K. As such,
        please 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, refer 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 include a carrying amount for goodwill of $92.4
    million.

    Comment 2 Response:

    In order to perform
        the impairment test requested in Comment 1, we applied the guidance in
        SFAS 142 assuming the DTH business is a reporting unit/segment. We have
        determined that the value of the DTH business did not deteriorate significantly
        during the period from the Grolier acquisition on June 22, 2000 until
        the implementation of SFAS 142 on June 1, 2001. Based upon this determination,
        the lack of anticipated synergies with existing CBPD businesses, and
        the guidance in SFAS 142 paragraph 54 directing us to consider the original
        source of the goodwill, we reassessed that all of the $87.3 million
        of unamortized goodwill originally attributed to the DTH business at
        the time of the Grolier acquisition and the $5.1 million from the
        2002 acquisition of another business to the DTH business assuming the
        DTH business is a reporting unit. These amounts were used in the impairment
        analysis discussed in our response to Comment 1. Please see the
    roll-forward of

Scholastic Corporation

July 23, 2008

Page 4 of 9

    the goodwill attributed
        to the Grolier acquisition as requested, and provided under separate
        cover, in Exhibit 3, assuming the DTH business is a reporting unit.

    3.
    Additionally,
          it appears to us that the DTH reporting unit is an asset group that
          also represents the lowest level of independent identifiable cash flows,
          pursuant to paragraph 4 of FAS 144. Paragraph
          12 of FAS 144 specifies that “Goodwill shall be included in an
          asset group to be tested for impairment under this Statement only if
          the asset group is or includes a reporting unit.” Accordingly,
          the carrying amount of the DTH business should include the carrying
          amount of goodwill attributable to it for purposes of testing impairment
          of long lived assets pursuant to FAS 144.

       Furthermore, the testing of
          recoverability 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 long-lived asset (or
          assets) is part of a group that includes other assets and liabilities
          not covered by this Statement, this Statement applies to the group.
          In those situations, 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 independent
          of the cash flows of other groups of assets and liabilities.” Additionally,
          paragraph 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
          measurement of an impairment loss, a long-lived asset or assets shall
          be grouped with other assets and liabilities at the lowest level for
          which identifiable cash flows are largely independent of the cash flows
          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 amounts of both goodwill and long-lived assets associated
          with the business, when performing your periodic evaluation of the
          recoverability and impairment of long-lived assets 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 requirements of FAS 144, along with your conclusions represented
          by these analyses. This analysis should be performed on the basis determined
    after consideration of comment number 6 below.

    Comment 3 response:

    The staff notes that
        paragraph 4 of SFAS 144 defines unit of accounting as the asset group.
        Pursuant to paragraph 4 of SFAS 144, prior to the discontinuance of the
        DTH business, the assets of the DTH group were defined as held and used.
        We identified cash flows associated with certain of these long-lived
        assets, primarily intangible assets associated with specific publishing
        properties (i.e.; Disney and random House licenses and certain titles),
        to be held and used and, accordingly, defined the asset groups to be
        tested for impairment for these certain assets at that lower level. Other
        long-lived assets, primarily real property, furniture and fixtures and
        deferred prepublication costs, did not have identifiable cash flows below
        the DTH asset group level and were included in the asset group at the
        DTH level. We have performed SFAS 144 impairment analyses as requested
        by the Staff, for the periods ended May 31, 2006 and 2007. The long-lived
        assets were not impaired in these periods prior to the discontinuance
        of the DTH reporting unit based upon these analyses, which show future
        cash flows in excess of the carrying value. Please see the  SFAS
    144 impairment analyses as requested, and provided under separate cover,
        in Exhibit 1.

Scholasti