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March 28, 2013

VIA ELECTRONIC FILING

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-5546

  Att:
  Lyn Shenk

    Branch Chief

  Re:
    Scholastic Corporation

Form 10-K for Fiscal Year Ended May 31, 2012

Filed July 27, 2012

Form 10-Q for Fiscal Period Ended November 30, 2012

Filed January 2, 2013

File No. 000-19860

Ladies and Gentlemen:

We have received your comment letter, dated March 7, 2013,
regarding the above-referenced reports filed by Scholastic Corporation ("Scholastic" or the "Company") under
the Securities Exchange Act of 1934. Set forth below is a response to each of the Staff's comments contained therein.

Form 10-K for Fiscal Year Ended May 31, 2012

Management's Discussion and Analysis

Results of Operations – Segments, page 24

SEC Staff Comment No. 1

 1. In regard to the discussion of segment operating income, please quantify each factor cited
as a cause of a variance between periods when multiple factors are cited so that investors may understand the magnitude and relative
impact of each. Refer to section 501.04 of the Codification of Financial Reporting
Releases for guidance.

Comment 1 Response

The Company acknowledges the Staff's comment and the requirements
of section 501.04 of the Codification of Financial Reporting Releases to quantify the factors that materially impact the Company's
consolidated and segment results.

In the Company's Management's Discussion and Analysis (MD&A),
the Company currently provides the primary drivers of the change. In future filings, beginning with the Company's Quarterly Report
on Form 10-Q for the period ended February 28, 2013, the Company will provide the magnitude and relative impact of the material
factors consistent with the requirements of section 501.04 of the Codification of Financial Reporting Releases.

SEC Staff Comment No. 2.

 2. We note that operating margins of your segments vary materially between comparable periods. It appears that cost of goods
sold is material to segment results, and that variances in these costs contribute to the variability in segment operating income
and margins. However, there is no discussion of cost of goods sold as it relates to your segments. Please revise your disclosure
to quantify and analyze changes in cost of goods sold on a stand-alone basis for each segment, in addition to and complementary
with your current disclosure in the context of segment operating income. In your revised disclosure, please quantify and discuss
the significant components of costs of goods sold, such as product, service and production costs, royalty costs, prepublication
and production amortization and postage, freight, fulfillment and any other costs to the extent material to the change in cost
of goods sold. Please provide us with a copy of your intended revised disclosure.

Comment 2 Response

The Company acknowledges the staff's comments and
agrees that the presentation and discussion of cost of goods sold for each reportable segment will enhance the reader's understanding
of the Company's results of operations. The Company will augment the table presented for each segment to include: Cost of goods
sold (exclusive of depreciation and amortization); Depreciation and amortization; and Other operating expenses (which includes
SG&A, Severance, Bad debt expense and, where applicable, Asset impairments). Additionally, the Company will discuss the magnitude
and relative impact of the material cost of goods sold changes consistent with the requirements of section 501.04 of the Codification
of Financial Reporting Releases. Below is an example of the revised table and related disclosures for the Company's Educational
Technology and Services segment for the three and nine month periods ended February 28, 2013 as it will be included in the Quarterly
Report on Form 10-Q to be filed with the Securities and Exchange Commission for such periods:

2

Educational Technology and Services

    Three months ended

    Nine months ended

    ($ amounts in millions)
    February 28, 2013

    February 29, 2012

    $ change

    % change

    February 28, 2013

    February 29, 2012

    $ change

    % change

    Revenues
    $
     41.8

    $
     40.0

    $
     1.8

    4.5
    %
    $
     174.0

    $
     202.0

    $
     (28.0
    )

    -13.9
    %

    Cost of goods sold (exclusive of depreciation and amortization)

    18.9

    19.3

    (0.4
    )

    -2.1
    %

    65.7

    69.7

    (4.0
    )

    -5.7
    %

    Other operating expenses **

    26.2

    26.4

    (0.2
    )

    -0.8
    %

    80.9

    84.0

    (3.1
    )

    -3.7
    %

    Depreciation and amortization

    0.3

    0.2

    0.1

    50.0
    %

    0.9

    0.9

    -

    0.0
    %

    Operating income (loss)
    $
    (3.5
    )
    $
    (5.9
    )
    $
     2.4

    -40.7
    %
    $
     26.6

    $
     47.5

    $
     (20.9
    )

    -44.0
    %

    Operating margin

    *

    *

    15.3
    %

    23.5
    %

    *
    Not meaningful

    **
    Other operating expenses include selling, general and administrative
    expenses, bad debt expenses and asset impairments where applicable.

Revenues in the Educational Technology and Services segment
for the quarter ended February 28, 2013 increased by $1.8 million, or 4.5%, to $41.8 million, compared to $40.0 million in the
prior year fiscal quarter, which was attributable to increased revenues of $1.7 million in the Math Solutions business. Revenues
for the nine months ended February 28, 2013 decreased by $28.0 million, or 13.9%, to $174.0 million, compared to $202.0 million
in the prior fiscal year period, primarily related to decreased sales of curriculum educational technology products of $33.0 million,
due to lower spending by school districts, as well as a significant sale of adoption product in Texas in the prior year period.
In addition, the prior year periods benefited from higher revenues related to the launch of READ 180 Next Generation. The decrease
for the nine month period ended February 28, 2013 was partially offset by higher revenues in the Company's Math Solutions and consulting
businesses of $6.0 million associated with training and consulting for Common Core standards, as the Company meets this increased
demand.

Cost of Goods Sold (exclusive of depreciation and amortization)
for the quarter ended February 28, 2013 decreased to $18.9 million, or 45.2% of revenues, compared to $19.3 million, or 48.3% of
revenues for the prior year fiscal quarter. The prior fiscal period includes accelerated amortization of one of the Company's Educational
Technology and Services products. Cost of Goods Sold (exclusive of depreciation and amortization) decreased to $65.7 million,
or 37.8% of revenues, compared to $69.7 million, or 34.5% of revenues, for the nine months ended February 28, 2013. The increase
in Cost of Goods Sold (exclusive of depreciation and amortization) as a percentage of revenues was primarily due to a shift in
revenues from higher margin product sales to lower margin service revenues.

Other
operating expenses for the quarter ended February 28, 2013 remained relatively flat compared to the prior fiscal period. Other
operating expenses for the nine months ended February 28, 2013 decreased by $3.1 million, to $80.9 million, compared to $84.0 million
for the prior fiscal year period. The decrease was related to lower commission expense of $2.6 million resulting from the lower
revenues as well as lower promotion spending of $0.7 million.

Segment operating loss
for the quarter ended February 28, 2013 decreased to a loss of $3.5 million, compared to a loss of $5.9 million in the prior fiscal
year period. The lower loss was attributable to the increased revenue. Segment operating income for the nine months ended
February 28, 2013 decreased by $20.9 million, or 44.0%, to $26.6 million, compared to $47.5 million in the prior fiscal year period.
The decrease was primarily related to the lower revenues discussed above.

3

Children's Book Publishing and Distribution, page 24

SEC Comment No. 3

 3. Please clarify for us and in your disclosure the last sentence in the first paragraph on page
25 that states "During fiscal 2012, the number of book club sponsors declined slightly; however, the Company continues to
utilize promotional costs and sponsor incentive programs to optimize the profitability from its sponsor base." In this regard,
it would appear that promotional costs and incentive programs create additional costs or offsets to revenue that would reduce profitability.

Comment 3 Response

The
  Company's book clubs channel employs promotional costs and incentive programs
  on a routine basis, analogous to advertising costs. These programs and their
  associated costs can be apportioned and targeted at various sponsor groups
  within the sponsor base. The Company applies a higher portion of the
  resources allocated for promotional and incentive activity to those sponsors
  whose ordering histories are expected to return the highest levels of profitability.
  This targeted allocation of the pool for promotional and incentive spending
  may result in the loss or dormancy of less profitable sponsors, but is intended
  to result in higher total profitability for the book clubs channel. The Company
  will include such additional disclosure clarification, when relevant, in future
  filings.

International, page 26

SEC Comment No. 4

 4. You state that the increase in fiscal 2011 segment operating income from fiscal 2010 was due to "favorable results
in the company's Australia operations." When providing such disclosure, please discuss the reason for the favorable results,
and provide appropriate analysis of any associated factors.

Comment 4 Response

The Company
  acknowledges the Staff's comment and the requirements of section 501.04 of
  the Codification of Financial Reporting Releases to discuss and quantify the
  factors that materially impact the Company’s consolidated and segment
  results. In the instance cited by the Staff, Australia's results were favorably
  impacted in the period by higher trade sales of $10.7 million driven primarily
  by the success of The Hunger Games trilogy. Future filings will include such
disclosures.

Liquidity and Capital Resources, page 27

SEC Comment No. 5

 5. With respect to your discussion of operating, investing and financing activities, please include
an analysis that covers the three year period covered by the financial statements. For example, there is no analysis between fiscal
2011 and fiscal 2010. Refer to instruction 1 of Item 303(A) of Regulation S-K.

4

Comment 5 Response

The
  Company acknowledges the Staff's comments and the requirements of Item 303(A)
  of Regulation S-K, and will include in future filings a comparative discussion
  and analysis to cover the three-year period covered by the financial statements,
  using year-to-year comparisons and any other formats that in the
  Company's judgment enhance a reader's understanding of the Company's liquidity
  and capital resources.

Note 1. Description of the Business, Basis of Presentation
and Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Inventories, page 42

SEC Comment No. 6

 6. We note in fiscal 2012 you changed the estimate for inventory obsolescence and recorded an increase to the reserve of $17.9
million. Please tell us when the change in estimate was made and the nature and specific timing of the changes in facts and circumstances
that resulted in the change in estimate.

Comment 6 Response

The Company recognized an increase in obsolete inventory
reserves of $17.9 million in the fourth quarter of fiscal 2012, having experienced significant changes within the children's book
business during the fourth quarter. Factors impacting the Company's recognition of the increase in obsolete inventory reserves
include the following:

 o The rapid acceptance of eBooks in the children's and young adult's
markets became evident and demonstrable to the Company. For example, in the quarter ended May 31, 2012, units of eBooks exceeded
units of print books sold for the Company's Hunger Games trilogy.

 o
The Company launched its new eReading application, Storia, for
commercial purposes on September 10, 2012, following the fourth quarter fiscal 2012 launch of a beta version of Storia, which supported
the potential for Storia to provide a significant revenue stream for the Company. Based on the eBook trends which emerged during fiscal 2012,
the Company carefully reviewed inventory in the context of its expectation that eBooks sold via Storia would replace a portion
of the Company's print revenues in periods beyond fiscal 2013.

    o
    Book
          clubs revenues in fiscal 2012 declined 12% as compared to fiscal 2011
          for the full year, and the fourth quarter of fiscal 2012 declined 20%
          as compared to the same period in fiscal 2011, compelling the Company
          to focus on a more limited product offering within this channel for
    future periods, rendering certain older titles obsolete.

 o
Destruction and donation of inventory increased 40% from fiscal 2011 to fiscal 2012, consistent
with the aforementioned market conditions.

 o
The Company has historically used warehouse sales, at which the Company's products are sold at substantial discounts, to reduce
inventory levels of older product. As of May 31, 2012, the Company expected to limit these warehouse sales, which was expected to
result in higher obsolescence of inventory.

5

The Company considered the above mentioned market
conditions, and accordingly changed the estimated reserve for obsolete inventory as of May 31, 2012.

Note 9. Taxes

Non-Income Taxes, page 59

SEC Comment No. 7

 7. You disclose that in the third quarter of fiscal 2012 you recorded accruals of $19.7 million
based on the current status of sales tax assessments in two jurisdictions. We did not note any disclosure in the second quarter
fiscal 2012 Form 10-Q of the reasonably possible loss or range of loss, inability to estimate a loss, or any indication of existing
potential material issues in regard to sales taxes. Please explain to us the following:

 o
The nature and specific timing of the triggering events that
resulted in recognizing the $19.7 million accrual in the third quarter;

Comment 7 (part 1) Response

The Company reviews its likelihood of liability for state-based
sales and use taxes on a quarterly basis, taking into account current state audits and assessments and any related proceedings.
Such review is conducted on a state-by-state basis, and each jurisdiction is reviewed independently for purposes of determining
the requisite disclosures and accruals. A review of the following events during the preparation of the Company's financial statements
for the quarter ended February 28, 2012 resulted in a $19.7 million accrual:

 a) On May 26, 2011, the Chancery Court of Tennessee determined that the Company's subsidiary, Scholastic Book Clubs, Inc. ("SBC"),
was not liable for the imposition of Tennessee sales and use tax in connection with its sales of books and other products through
its book club business activities in Tennessee. Subsequently, on January 20, 2012, the Court of Appeals of Tennessee reversed the
decision of the Chancery Court.

 b) On April 9, 2009, the Superior Court of Connecticut issued a Memorandum of Decision determining that SBC was not liable for
the imposition of Connecticut sales and use tax in connection with its sales of books and other products through its book club
business activities in Connecticut. Subsequently, on March 27, 2012, the Supreme Court of the State of Connecticut reversed the
decision of the Superior Court.

These two decisions in Tennessee and Connecticut unexpectedly
reversed lower court decisions in those