SecProbe.io

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 Baker & McKenzie LLP
 452 Fifth Avenue New York, NY 10018
 United States Tel: +1 212 626 4100
 Fax: +1 212 310 1600 www.bakermckenzie.com
 VIA EDGAR
 March 30, 2026 United States Securities and Exchange
Commission Division of Corporation Finance Office of
Merger & Acquisitions 100 F Street, N.E.
 Washington, D.C. 20549 Attn: Shane Callaghan

 Re:
 Scholastic Corporation
 Schedule TO-I filed March 23, 2026
 File No. 005-42284
 Ladies and Gentlemen: On behalf of our client, Scholastic
Corporation (the “Company” or “Scholastic”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated March 27, 2026, concerning Scholastic’s Schedule TO-I filed with the Commission on March 23, 2026 (the “Schedule TO”). The Company is contemporaneously filing Amendment
No. 1 to the Schedule TO (“Amendment No. 1”), together with this letter via the EDGAR system. In this letter, we have recited the
comments from the Staff in underlined, bold type and have followed each comment with the Company’s response. Defined terms used in this letter but
not otherwise defined have the meaning given to them in the Schedule TO. Schedule TO-I filed March 23,
2026 Conditions of the Offer
 Staff Comment 1- We note the disclosure in the lead-in paragraph to the
list of offer conditions that you may assert a condition “regardless of the circumstances giving rise to the event or events (including any action or inaction by us) . . . .” A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or indirect control of the offeror. The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. With this in
mind, please revise this disclosure to remove the reference to any action or inaction by the Company. Refer to Question 101.01 of the Tender Offer Rules and Schedules Corporation Finance Interpretations (March 17, 2023).

 Baker & McKenzie LLP
 452 Fifth Avenue New York, NY 10018
 United States Tel: +1 212 626 4100
 Fax: +1 212 310 1600 www.bakermckenzie.com

 In response to the Staff’s comment, the Company has revised the
 lead-in paragraph to the list of conditions on pages 34-35 of the Offer to Purchase in Amendment No. 1 to clarify that the conditions are not within the direct or
indirect control of the Company. Staff Comment 2- See our last comment above. Refer to the first bullet
point on page 35 and the seventh bullet point on page 36 of the Offer to Purchase. You disclose that these offer conditions will be triggered by certain “threatened” legal actions or other changes that have a material adverse effect on
the Offer or the Company, among other things. With a view towards revised disclosure, please advise what is meant by the term “threatened” and how it may be objectively determinable.
 In response to the Staff’s comment, the Company has revised the conditions on pages 10, 35 and 36 of the Offer to Purchase in Amendment No. 1 to
address the concern raised in Staff Comment 2. Staff Comment 3- See comment 1 above. On page 35 of the
Offer to Purchase, you have included a condition that will be triggered by “the commencement of a war, armed hostilities or other similar national or international calamity, including, but not limited to , an
act of terrorism, involving the United States, on or after March 20, 2026” (emphasis added). Given the ongoing international hostilities, please revise to tailor this offer condition such that stockholders can understand its
scope and such that it does not raise illusory offer concerns under Regulation 14E. In response to the Staff’s comment, the Company has
revised the condition on pages 10 and 35 of the Offer to Purchase in Amendment No. 1 to tailor the offer condition such that stockholders can understand its scope.
 **** If the Staff has any questions or comments
concerning the foregoing, or requires any further information, please contact me at (212) 626-4412 or thomas.rice@bakermckenzie.com.

 Sincerely,

 /s/ Thomas J. Rice

 Thomas J. Rice

 Partner, Baker & McKenzie LLP

 cc:
 Scholastic Corporation
 Jeffrey Mathews Haji Glover
 Chris Lick

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 27, 2026

Chris Lick
EVP, General Counsel, and Secretary
Scholastic Corporation
557 Broadway
New York, NY 10012

 Re: Scholastic Corporation
 Schedule TO-I Filed March 23, 2026
 File No. 005-42284
Dear Chris Lick:

 We have reviewed your filing and have the following comments.

 Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.
All defined terms used herein have the same meaning as in your offer materials,
unless
otherwise indicated.

Schedule TO-I Filed March 23, 2026
Conditions of the Offer, page 34

1. We note the disclosure in the lead-in paragraph to the list of offer
conditions that you
 may assert a condition regardless of the circumstances giving rise to
the event or
 events (including any action or inaction by us) . . . . A tender
offer may be conditioned
 on a variety of events and circumstances, provided that they are not
within the direct or
 indirect control of the offeror. The conditions also must be drafted
with sufficient
 specificity to allow for objective verification that the conditions have
been satisfied.
 With this in mind, please revise this disclosure to remove the reference
to any action or
 inaction by the Company. Refer to Question 101.01 of the Tender Offer
Rules and
 Schedules Corporation Finance Interpretations (March 17, 2023).
2. See our last comment above. Refer to the first bullet point on page 35
and the seventh
 bullet point on page 36 of the Offer to Purchase. You disclose that
these offer conditions
 will be triggered by certain threatened legal actions or other
changes that have a
 material adverse effect on the Offer or the Company, among other things.
With a view
 towards revised disclosure, please advise what is meant by the term
threatened and
 March 27, 2026
Page 2

 how it may be objectively determinable.
3. See comment 1 above. On page 35 of the Offer to Purchase, you have
included a
 condition that will be triggered by the commencement of a war, armed
hostilities or
 other similar national or international calamity, including, but not
limited to, an act of
 terrorism, involving the United States, on or after March 20, 2026
(emphasis added).
 Given the ongoing international hostilities, please revise to tailor
this offer condition
 such that stockholders can understand its scope and such that it does
not raise illusory
 offer concerns under Regulation 14E.
 We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Shane Callaghan at 202-551-6977.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 16, 2021
Kenneth Cleary
Chief Financial Officer
SCHOLASTIC CORP
557 Broadway
New York, NY 10012
Re:SCHOLASTIC CORP
Form 10-K for Fiscal Year Ended May 31, 2020
Filed July 27, 2020
Form 8-K filed on December 17, 2020
File No. 0-19860
Dear Mr. Cleary:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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557 Broadway, New York, NY 10012

February 11, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-5546

Attention:    Kevin Stertzel

Anne McConnel

Re:        Scholastic Corporation

Form 10-K for Fiscal Year Ended May 31, 2020

Filed July 27, 2020

Form 8-K filed on December 17, 2020

File No. 0-19860

Ladies and Gentlemen:

We have received your comment letter, dated January 29, 2021, regarding the above-referenced reports filed by Scholastic Corporation (the “Company”) under the Securities Exchange Act of 1934. Set forth below is a response to each of the Staff’s comments contained therein.

SEC Staff Comment No. 1

Form 10-K for Fiscal Year Ended May 31, 2020

Financial Statements

Note 10 – Goodwill and Other Intangibles, page 59

1.We note your disclosure states that a reporting unit with $66.7 million of goodwill has a fair value that "reasonably exceeds" its carrying value. Please modify your disclosure to state, if true, that the fair values of your reporting units substantially exceed their carrying values. To the extent any reporting unit's fair value does not substantially exceed its carrying value, please disclose the amount of goodwill allocated to that reporting unit, the amount or percentage by which fair value exceeds carrying value, and the related reportable segment. Please also disclose and discuss the key assumptions you used to estimate fair value, the degree of uncertainty associated with the key assumptions, and potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Comment 1 Response

The Company acknowledges the Staff’s comment noting the Company’s disclosure that the reporting unit with $66.7 million of goodwill has a fair value that “reasonably exceeds” its carrying value. The Company has reconsidered this disclosure, as well as the language as it would relate to the Company’s other reporting units, and has determined that it would have been appropriate, at May 31, 2020, to have stated, in the above referenced Form 10-K, that the fair values of all of the Company’s reporting units substantially exceed their carrying value. The Company would intend to include such language, so long as it continues to be appropriate, in future filings on Form 10-K.

As supplemental information, please be advised that, in respect to the disclosure concerning the reporting unit with $66.7 million of goodwill contained in the above referenced Form 10-K, such reporting unit was determined to have a fair value that was 42% in excess of its carrying value at May 31, 2020.

The Company also acknowledges the Staff’s comment related to disclosures of key assumptions used to estimate fair value. In future filings, the Company will provide additional disclosures if the fair value of a reporting unit does not substantially exceed its carrying value.

SEC Staff Comment No. 2

Form 8-K filed on December 17, 2020

Exhibit 99.1, page 1

1.We note the tabular reconciliations in your earnings release where you reconcile non-GAAP financial measures to the most directly comparable GAAP measures appear to essentially represent full non-GAAP statements of operations. Please explain why you believe your disclosures comply with Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures or revise your disclosures in future filings.

Comment 2 Response

The Company acknowledges the Staff’s comment that Table 4, which represents the reconciliation of all line items within the statement of operations to non-GAAP, essentially represents a full non-GAAP statement of operations. In future filings, the Company will remove both Table 4 and Table 6 (reconciliation of segment results to non-GAAP) and replace it with an abridged reconciliation which will include only segment operating income, consolidated net income and diluted EPS. Please see the example in the table below based on the Company’s GAAP numbers for the second fiscal year quarter as reported in the above referenced Form 8-K. As we indicate in our filings, the Company believes the non-GAAP financial measures presented are useful to investors as an indicator of the Company’s effective leverage and financing needs and as a further indicator of operating performance.

We would intend to use this table in all future earnings releases in which the relevant non-GAAP financial information is presented, commencing with the earnings release which would be issued in respect to the Company’s financial results for the third fiscal year quarter ending February 28, 2021. We would also amend the “Additional Information” paragraph to specifically state the following:

“Please refer to the non-GAAP financial table attached to this press release for supporting details on the impact of one-time items on operating income, net income and diluted EPS and the use of non-GAAP financial measures included in this release.”

As requested by your letter, the Company acknowledges that: it is responsible for the adequacy and accuracy of the disclosures in its filings; staff comments or changes to disclosure in response to staff

comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the Company's filings; and the Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you continue to have questions following your review of the information provided by this response or require any additional information, please do not hesitate to call me at 212-343-4483.

Very truly yours,

Scholastic Corporation

By: /s/ Kenneth J. Cleary

Kenneth J. Cleary

Chief Financial Officer

cc:    Andrew S. Hedden

General Counsel - Scholastic Corporation

United States securities and exchange commission logo
January 29, 2021
Kenneth Cleary
Chief Financial Officer
SCHOLASTIC CORP
557 Broadway
New York, NY 10012
Re:SCHOLASTIC CORP
Form 10-K for Fiscal Year Ended May 31, 2020
Filed July 27, 2020
Form 8-K filed on December 17, 2020
File No. 0-19860
Dear Mr. Cleary:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended May 31, 2020
Financial Statements
Note 10 - Goodwill and Other Intangibles, page 59
1.We note your disclosure states that a reporting unit with $66.7 million of goodwill has a
fair value that "reasonably exceeds" its carrying value.  Please modify your disclosure to
state, if true, that the fair values of your reporting units substantially exceed their carrying
values.  To the extent any reporting unit's fair value does not substantially exceed its
carrying value, please disclose the amount of goodwill allocated to that reporting unit, the
amount or percentage by which fair value exceeds carrying value, and the related
reportable segment.  Please also disclose and discuss the key assumptions you used to
estimate fair value, the degree of uncertainty associated with the key assumptions, and
potential events and/or changes in circumstances that could reasonably be expected to
negatively affect the key assumptions.

 FirstName LastNameKenneth  Cleary
 Comapany NameSCHOLASTIC CORP
 January 29, 2021 Page 2
 FirstName LastName
Kenneth  Cleary
SCHOLASTIC CORP
January 29, 2021
Page 2
Form 8-K filed on December 17, 2020
Exhibit 99.1, page 1
2.We note the tabular reconciliations in your earnings release where you reconcile non-
GAAP financial measures to the most directly comparable GAAP measures appear to
essentially represent full non-GAAP statements of operations.  Please explain why you
believe your disclosures comply with Question 102.10 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures or revise your disclosures in
future filings.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Kevin Stertzel at (202) 551-3723 or or Anne McConnel at (202) 551-
3709 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

April  4, 2013

Via E -Mail
Maureen O'Connell
Executive Vice President, Chief Financial Officer
Scholastic Corporation
557 Broadway
New York, N Y 10012

Re: Scholastic Corporation
 Form 10-K for Fiscal Year Ended May  31, 201 2
 Filed July 27, 2012
 Form 10 -Q for Fiscal Period Ended November 30, 2012
 Filed January 2, 2013
File No. 000-19860

Dear M s. O’Connell :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

CORRESP
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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

CORRESP
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filename1.htm

March 21, 2013

VIA ELECTRONIC FILING

Lyn Shenk, Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-5546

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 are in receipt of your comment letter dated March 7, 2013 regarding the
above-referenced reports filed by Scholastic Corporation (the “Company”) under the
Securities Exchange Act of 1934. As discussed by phone between the undersigned and Ms. Linda Cvrkel and Mr. Doug Jones on March
20, 2013, we are requesting additional time to respond to the comment letter due to time constraints associated with our quarter
end. The Company intends to file its response to the comment letter as soon as possible and in no event later than March 29, 2013.

Please contact the undersigned at (212) 343-4483 if you would
like to discuss this request.

We appreciate the Staff’s consideration.

Very truly yours,

/s/ Maureen O’Connell

Maureen O’Connell

Executive Vice President and Chief Financial Officer

March 7 , 2013
Via E -Mail

Maureen O'Connell
Executive Vice President, Chief Financial Officer
Scholastic Corporation
557 Broadway
New York, N Y 10012

Re: Scholastic Corporation
 Form 10-K for Fiscal Year Ended May 31, 2012
 Filed July 27, 201 2
 Form 10 -Q for Fiscal Period Ended November 30, 2012
 Filed January 2, 2013
File No. 000-19860

Dear Ms. O’Connell :

We have reviewed your filing s and have the following comments.  In some of our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within 10 business days by confirming that you will revise
your document in future filings and providing any r equested information.   If you do not believe
our comments apply to your facts 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.

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

Management’s Discussion and Analysis
Results of Operations – Segments, page 24

1. In regard to the discussion of segment operating income, please quantify each factor cited as
a cause of a variance between periods when mu ltiple 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.

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

Maureen O'Connell
Scholastic Corporation
March 7 , 2013
Page 2

 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.

Children’s Book Publishing and Distribution, page 24

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 i ts 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.

International, page 26

4. You state that the increase in fiscal 2011 segment oper ating 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.

Liquidity  and Capital Resources, page 27

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.

Note 1. Description of the Business, Basis of Presentation and Summary of Significant
Accounting Policies
Summary of Significant Accounting Policies
Inventories, page 42

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 cir cumstances that resulted in
the change in estimate.

Maureen O'Connell
Scholastic Corporation
March 7 , 2013
Page 3

 Note 9. Taxes
Non-Income Taxes, page 59

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 juri sdictions.  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:

 The nature and specific timing of the triggering events that resulted in recognizing the
$19.7 milli on accrual in the third quarter ;
 How the company accrued for this amount when there was no reasonably possible loss or
range of loss disclos ed in the second fiscal quarter ;
 Why there was no disclosure in the second fiscal quarter required by AS C 275 -10-50-9
and 450 -20-50-4.b; and
 When you became aware that sales tax matters may become material to your results.

8. In regard to the $19 .7 million accrual mentioned above, please explain to us if the accrual is
only for the two jurisdictions indicated or if it pertains to all sales tax examinations underway
at the time of the accrual.  Also, please tell us how you arrived at the amount tha t was
accrued.

9. You disclose that a number of sales -based tax examinations are ongoing.  If there is at least a
reasonable possibility that a loss exceeding amounts already recognized may have been
incurred, please disclose either an estimate of the additi onal loss or range of loss (or, if true,
state that the estimate is immaterial in lieu of providing quantified amounts) or state that such
an estimate cannot be made, pursuant to ASC 450 -20-50-4.b.  You may provide your
disclosures on an aggregated basis.  Please include your proposed disclosure in your
response.

If you conclude that you cannot estimate the reasonably possible additional loss or range of
loss, please explain to us (1) the procedures you undertake on a quarterly basis to attempt to
develop a range of reasonably possible loss for disclosure and (2) what specific factors are
causing the inability to estimate a loss and when you expect those factors to be alleviated.
We recognize that there are a number of uncertainties and potential outcomes associated with
loss contingencies.  Nonetheless, an effort should be made to develop estimates for purposes
of disclosure, including determining which of the potential outcomes are reasonably possible
and what the reasonably possible range of losses would  be for those reasonably possible
outcomes.

Maureen O'Connell
Scholastic Corporation
March 7 , 2013
Page 4

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

Notes to the Condensed Consolidated Financial Statements
Note 5. Commitments and Contingencies, page 16

10. We note that you continue to disclose that you are currently in the process of settling a
Grolier Limited pension plan  in effect at the time it ceased operations in fiscal 2008  and
evaluating the potential pension liabilities under the plan.  You also disclose that you are not
in a position to estimate  a range of the reasonably possible liability at this time.  Please
explain to us (1) the effort undertaken on a quarterly basis to attempt to develop the range of
reasonably possible loss for disclosure and (2) the specific factors causing the inability t o
make an estimate and when you expect those factors to be alleviated.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 fe deral securities laws of the United States.

Please  contact Doug Jones at 202 -551-3309  or Linda Cvrkel at 202 -551-3813 if you have
any questions .  You may also contact me at 202-551-3380 .

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

March 12, 2012
  Via E-mail

 Maureen O’Connell  Chief Executive Officer 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk   Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

 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, 2011

 Filed July 27, 2011

 File No. 000-19860

Ladies and
Gentlemen:

          We
have received your comment letter dated February 7, 2012 regarding the
above-referenced report filed by Scholastic Corporation (“Scholastic” or the
“Company”) under the Securities Exchange Act of 1934 (the “Form 10-K”) and set
forth below is a response to each of the Staff’s comments contained therein.

Form 10-K For the Year Ended May 31, 2011

SEC Staff Comment No. 1

Note 6:
Commitments and Contingencies, page 49

Contingencies, page 51

A large portion of your disclosure is
dedicated to providing 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 vigorously defend the lawsuit, you have not
specifically stated your conclusion 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 current status of the matter, in plain English,
rather than on the history of legal proceedings. 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.

 Division of Corporation Finance

 February 22, 2012

 Page 2 of 4

Please advise, and revise your disclosure as
appropriate. Provide us with a copy of your intended revised disclosure. Refer
to the disclosure requirements set forth by paragraphs 1-5of ASC 450-20-50.

Response No. 1

Please be
advised that the legal proceeding described in Note 6 (Commitments and
Contingencies), the purported class action originally filed by Alaska Laborers
Employee Retirement Fund and Paul Baicu, was terminated in favor of the Company
on August 3, 2011, with the Court denying plaintiff’s motions for leave to file
a proposed third amended class action complaint and to substitute a new lead
plaintiff and dismissing the lawsuit, and no appeal having been taken by
plaintiff. This was reported in the Company’s Form 10-Q for the quarterly
period ended August 31, 2011.

No other
specific litigation contingencies were deemed material to the financial
statements of the Company to require specific mention in Note 6. In future
filings in which specific litigation loss contingencies are required to be
disclosed or which the Company otherwise believes should be disclosed, the
Company will adhere to the disclosure requirements set forth in paragraphs 1-5
of ASC 450-20-50, including appropriate disclosure and, to the extent
applicable, liability accrual or disclosure concerning any estimated loss or
loss range or that the Company has determined that such an estimate cannot be
made.

Absent any
specifically identified contingencies as discussed above, the Company’s
intended revised disclosure will prospectively be:

 Various
 claims and lawsuits arising in the normal course of business are pending
 against the Company. The Company accrues a liability for such matters when it
 is probable that a liability has occurred and the amount of such liability
 can be reasonably estimated. When only a range can be estimated, the most
 probable amount in the range is accrued unless no amount within the range is
 a better estimate than any other amount, in which case the minimum amount in
 the range is accrued. Legal costs associated with litigation loss
 contingencies are expensed in the period in which they are incurred. The
 Company does not expect, in the case of those various claims and lawsuits
 arising in the normal course of business where a loss is considered probable
 or reasonably possible, that the reasonably possible losses from such claims
 and lawsuits (either individually or in the aggregate) would have a material
 adverse effect on the Company’s consolidated financial position or results of
 operations.

Division of Corporation Finance

February 22, 2012

Page 3 of 4

SEC Staff Comment No. 2

Note 8: Goodwill and Other Intangibles, page 52

We note your disclosure that in fiscal year
2011, you determined that certain intangible assets associated with publishing
and trademark rights, which were previously accounted for as indefinite-lived
assets, were no longer indefinite-lived and you subsequently commenced
amortization of the assets. Please describe for us the intangible assets that
you determined were no longer indefinite-lived, the carrying value at the
beginning of fiscal year 2011, the amount of amortization expense recorded in
fiscal year 2011 for these assets, and the facts and circumstances that led you
to believe that they were no longer indefinite-lived assets.

Response No. 2

In fiscal year
2011, the Company determined that the Goosebumps trademark was no longer an indefinite-lived intangible asset. The Company
publishes, produces or licenses print titles, electronic media titles, games,
television programs, feature films and merchandise under the Goosebumps
trademark. As of June 1, 2010, the carrying value of Goosebumps was $10.7
million. For the fiscal year ended May 31, 2011, the Company recognized
$403,000 of amortization expense related to Goosebumps. During fiscal 2011, certain aspects regarding
the future exploitation of Goosebumps were refined, specifically the Company’s
progress towards developing a script for a feature film pursuant to an
agreement with Columbia Pictures. These developments resulted in a change in
circumstances which compelled the Company to reassess the indefinite-lived
classification of Goosebumps in accordance with ASC 350-30-35-13. The Company
determined, due to the increased clarity regarding the progress of the development
of a feature film, that the timing of the future cash flows generated by
Goosebumps was determinable and finite. Accordingly, Goosebumps is no longer
classified as an indefinite-lived intangible asset.

****

          As
requested by your letter, Scholastic acknowledges that: it is responsible for
the adequacy and accuracy of the disclosures in its filings; staff comments or
changes to disclosure in response to staff comments do not foreclose the
Securities and Exchange Commission from taking any action with respect to the
Company’s filings; and the Company may not assert staff comments as a defense
in any proceeding initiated by the

Division of Corporation Finance

February 22, 2012

Page 4 of 4

Securities and
Exchange Commission or any person under the federal securities laws of the
United States.

          If
you continue to have questions following your review of the information
provided by this response or require any additional information, please do not
hesitate to call me at 212-343-4483.

 Very truly
 yours,

 SCHOLASTIC
 CORPORATION

 By:

 /s/ Maureen
 O’Connell

 Maureen
 O’Connell

 Chief
 Financial Officer

 CC:

 Andrew S.
 Hedden, Esq.

 General
 Counsel – Scholastic Corporation

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

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

       DIVISION OF
CORPORATION FINANCE

        April 26, 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 completed our review of your Form 10-K and have no further comments
at this time.
Sincerely,

Lyn Shenk Branch Chief

CORRESP
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filename1.htm

April 5, 2010

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

File No. 000-19860

Form 10-K: For the Fiscal Year Ended May 31, 2009

Ladies and Gentlemen:

We have received your comment letter dated March 22, 2010 regarding the above-referenced report filed by Scholastic Corporation (“Scholastic” or the “Company”) under the Securities Exchange Act of 1934 (the “Form 10-K”) and set forth below is a response to each of the Staff’s comments contained therein.

Form 10-K For the Year Ended May 31, 2009

Item 1 – Business, page 1

Comment 1:

We note from your filing that you incur prepublication costs, royalty advances, and production costs.  Please expand your disclosure here to discuss the aspects of your business operations that relate to these and other similar operating costs.  For example, discuss that you pay advances to authors, why and how often you do so, and how this impacts your business.

Response 1:

The Company appreciates the Staff’s input and proposes to prospectively include the following disclosure under Item 1 – Business, commencing with its Form 10-K for the Year Ending May 31, 2010:

Content Acquisition

Access to intellectual property or content (“Content”) for the Company’s product offerings is critical to the success of the Company’s operations.  The Company incurs significant costs for the acquisition and development of Content for its product offerings.  These costs are often deferred and recognized as the Company generates revenues derived from the benefits of these costs.  These costs include the following:

            •

            Prepublication costs.  Prepublication costs are incurred in all of the Company’s reportable segments.  Prepublication costs include costs incurred to create and develop the art, prepress, editorial and other Content required for the creation of the master copy of a book or other media.  Prepublication costs in the Children’s Book Publishing and Distribution segment are relatively modest amounts for each individual title, but the number of separate titles published annually is numerous.  Prepublication costs in the Educational Publishing segment are often in excess of $1 million for an individual

Division of Corporation Finance

April 5, 2010

Page 2

            program, as the development of Content for complex intervention and educational programs requires significant resources and investment.

            •

            Royalty advances.  Royalty advances are incurred in all of the Company’s reportable segments, but are most prevalent in the Children’s Book Publishing and Distribution segment and enable the Company to obtain contractual commitments from authors to produce Content.  The Company regularly provides authors with advances against expected future royalty payments, often before the books are written.  Upon publication and sale of the books or other media, the authors generally will not receive further royalty payments until the contractual royalties earned from sales of such books or other media exceed such advances.

            •

            Production costs.  Production costs are incurred in the Media, Licensing and Advertising segment.  Production costs include the costs to create films, television programming, home videos and other entertainment Content.  These costs include the costs of talent, artists, production crews and editors, as well as other costs incurred in connection with the production of this Content. Advertising and promotional costs are not included in production costs.

Critical Accounting Policies, Page 21

Royalty Advances

Comment 2:

We note that the amounts reserved for royalty advances represent more than 50% of the gross balance. Please significantly expand your policy for determining the reserve related to royalty advances.  Explain what is meant by “historical earndown experience” and also disclose whether 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.

Response 2:

The Company appreciates the Staff’s input and proposes to prospectively include the following disclosure under Critical Accounting Policies-Royalty Advances, commencing with its Form 10-K for the Year Ending May 31, 2010:

Royalty advances are initially capitalized and subsequently expensed as related revenues are earned or when the Company determines future recovery is not probable.  The Company has a long history of providing authors with royalty advances, and it tracks each advance earned with respect to the sale of the related publication.  Historically, the longer the unearned portion of the advance remains outstanding, the less likely it is that the Company will recover the advance through the sale of the publication, as the related royalties earned are applied first against the remaining unearned portion of the advance.  The Company applies this historical experience to its existing outstanding royalty advances to estimate the likelihood of recovery.  Additionally, the Company’s editorial staff regularly reviews its portfolio of royalty advances to determine if individual
royalty advances are not recoverable for  discrete reasons, such as the death of an author prior to completion of a title or titles, a Company decision to not publish a title, poor market demand or other relevant factors that could impact recoverability.

Division of Corporation Finance

April 5, 2010

Page 3

Results of Operations, page 25

Comment 3:

Given the significance of cost of goods sold to your results of operations, we believe you should expand your disclosure related to cost of goods sold to provide more discussion and analysis of the sub-categories of costs within it.  In this regard, please consider revising to quantify, in tabular form, the major subcategories of costs and expanding your written narrative to provide a corresponding analysis.

Response 3:

The Company appreciates the Staff’s input regarding expanded disclosure related to cost of goods sold, including a quantification of the major sub-categories as well as expanded written narrative to provide a corresponding analysis.  The Company proposes to prospectively include the following sub-categories within the narrative in the ‘Results of Operations - Consolidated’ section of MD&A, commencing with its Form 10-K for the Year Ending May 31, 2010 and subsequent quarterly and annual filings:

            •

            Product, Service and Production Costs

            •

            Royalty Costs

            •

            Prepublication Amortization

            •

            Postage, Freight, Shipping, Fulfillment and All Other Costs

Summary of Significant Accounting Policies, page 45

Revenue Recognition, Trade

Comment 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.”  Please clarify for us and in your filing what this means, whether it changes the timing of revenue recognition, and how this point is determined.

Response 4:

The term “on sale and available to the public” applies in those cases in the retail market where there is a contractual date (the “Release Date”) at which the Company’s customer (the “Retailer”) is permitted to sell the product to its customers.  The Company generally recognizes revenue from its Retailers when the risks and benefits associated with the product are transferred to the Retailer, which is customarily at the time of shipment.  However, if the Retailer is contractually prohibited from selling the product to its customers until the Release Date, even though it has accepted the product and has received title to the product, the rights and benefits of the product are not deemed to be transferred to the Retailer, and the Company defers revenue on such sales, until the Release Date. To clarify this, the Company proposes to include the following
wording in its Summary of Significant Accounting Policies within Notes to Consolidated Financial Statements, commencing with its Form 10-K for the Year Ending May 31, 2010:

Revenue from the sale of children’s books for distribution in the retail channel is recognized when the risks and benefits transfer to the customer, which generally is at the time of shipment.  For newly published titles, the Company, on occasion, contractually agrees with its customers when the publication may be first offered for sale to the public, or an agreed upon “Release Date”.  For such titles, the risks and benefits of the publication are not deemed to be transferred to the customer until such time that the publication can contractually be sold to the public, and the Company defers revenue on sales of such titles until such time as the customer is permitted to sell the product to the public.

Division of Corporation Finance

April 5, 2010

Page 4

Goodwill, page 47

Comment 5:

Please tell us and disclose how you define your reporting units relating to goodwill.

Response 5:

The Company has identified 10 operating segments in accordance with Accounting Standards Codification  280-10-50.  The Company evaluates these operating segments periodically to determine if distinct businesses exist one level below the operating segment.  A distinct business, or a “component”, exists if discrete financial information is available and segment management regularly reviews the operating results of the business.  If an operating segment only contains a single component, that component is determined to be a reporting unit for goodwill impairment testing purposes.  If an operating segment contains multiple components, the Company evaluates the economic characteristics of these components.  Any components within an operating segment that share similar economic characteristics are aggregated and deemed to be a reporting unit for goodwill impairment testing purposes.  The
Company evaluates both qualitative and quantitative factors, such as historical operating margins, when assessing whether components share similar economic characteristics.  Components within the same operating segment that do not share similar economic characteristics are deemed to be individual reporting units for goodwill impairment testing purposes.  The Company has identified 12 separate reporting units for goodwill impairment testing purposes.  The Company proposes to include the following disclosures under its Summary of Significant Accounting Policies within Notes to Consolidated Financial Statements, commencing with its Form 10-K for the Year Ending May 31, 2010:

The Company evaluates its operating segments to determine if there are components one level below the operating segment.  A component is present if discrete financial information is available and segment management regularly reviews the operating results of the business.  If an operating segment only contains a single component, that component is determined to be a reporting unit for goodwill impairment testing purposes.  If an operating segment contains multiple components, the Company evaluates the economic characteristics of these components.  Any components within an operating segment that share similar economic characteristics are aggregated and deemed to be a reporting unit for goodwill impairment testing purposes.  Components within the same operating segment that do not share similar economic characteristics are deemed to be individual reporting units for
goodwill impairment testing purposes.  The Company has identified 12 separate reporting units for goodwill impairment testing purposes.  For each reporting unit with a goodwill asset, impairment testing is conducted at the reporting unit level.

Reserves for Unredeemed Credits, page 71

Comment 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 associated reserve for unredeemed credits.

Response 6:

The Company proposes to include the following additional disclosures under its Summary of Significant Accounting Policies within Notes to Consolidated Financial Statements, commencing with its Form 10-K for the Year Ending May 31, 2010:

Unredeemed Incentive Credits

The Company employs incentive programs to encourage sponsor participation in its book clubs and book fairs.  These programs allow the sponsors to accumulate credits which can then be redeemed for Company products or other items offered by the Company.  The Company recognizes a liability for these credits at the time of the recognition of revenue for the underlying purchases of

Division of Corporation Finance

April 5, 2010

Page 5

Company product that resulted in the granting of the credit. As the credits are redeemed, such liability is reduced.

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

Comment 7:

We note your disclosure that your corporation’s Chief Executive Officer and Chief Financial Officer concluded that the corporation’s internal control over financial reporting was effective as of May 31, 2009.  Please provide us with a statement acknowledging that your management assessed the effectiveness of your internal control over financial reporting and concluded that such controls were effective as of May 31, 2009.  In future 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 Item 308(a)(1)-(3) of Regulation S-K.

Response 7:

As indicated in “Management’s Report on Internal Control Over Financial Reporting”, the conclusion of the Chief Executive Officer and the Chief Financial Officer was formed in consultation with other relevant members of management, which included the Company’s Disclosure Committee. This will confirm that the management of the Company did assess the effectiveness of the Company’s internal controls over financial reporting and that management concluded that such controls were effective as of May 31, 2009.  In further filings, the Company will revise its disclosure in Management’s Report on Internal Control Over Financial Reporting to state that the conclusion is that of management, rather than that of the Chief Executive Officer and Chief Financial Officer.

  *****

                As requested by your letter, Scholastic acknowledges that: it is responsible for the adequacy and accuracy of the disclosures in its filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the Company’s filings; and the Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you continue to have questions following your review of the information provided by this response or require any additional information, please do not hesitate to call me at 212-343-4483.

  Very truly yours,

  SCHOLASTIC CORPORATION

      By:

  /s/ Maureen O’Connell

  Maureen O’Connell

  Chief Financial Officer

      CC:

            Andrew S. Hedden, Esq.

            General Counsel - Scholastic Corporation

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

Mail Stop 3561
        August 1, 2008   Maureen O’Connell Chief Financial Officer Scholastic Corporation 557 Broadway New York, NY 10012

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 Ms. O’Connell:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,

         J o s e p h  F o t i          Senior Assistant Chief Accountant

Mail Stop 3561
        June 19, 2008   Maureen O’Connell Chief Financial Officer Scholastic Corporation 557 Broadway New York, NY 10012

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 Ms. O’Connell:

 We have reviewed your May 2, 2008 correspondence and have the following
comments.  We ask you to revise future filings in response to some of these comments.  If you
disagree, we will consider your explanation as to  why a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  We also ask you to provide us with information so
we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.
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-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 para graph 30 of FAS 142.  Your response reasons that it is
appropriate to test impairment of goodw ill associated with the DTH business on an
aggregated basis with other components with in the same operating segment as that of
the DTH business.  We note that your  accounting treatment is based upon your

Scholastic Corporation
June 19, 2008
Page 2

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.

We note that you have referenced foot note 20 to paragraph 30 of FAS 142 and
paragraph 17 of FAS 131 to support your asse rtion that DTH’s realized gross margins
are evidence of economic sim ilarities to the other compone nts of the “Children’s Book
Publishing and Distribution” segment.  In this regard, we believe that gross margin would be an appropriate measure of econom ic 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 th e aforementioned facts, we do not believe
that gross margin is the appropriate m easure 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 th at 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 dec lining 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 com ponents within the segment.  Second, from
the information provided supplementally in E xhibit 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 rela tively 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% fo r DTH compared to 53.6% for the other
components.

Furthermore, as you have pointed out, EI TF 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 be lieve are determinative in your circumstances.  However,
we note additional characteristics of the DTH business th at you have previously

Scholastic Corporation
June 19, 2008
Page 3

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, th ese 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 ma rketing for the DTH
business, (iv) the higher SG&A as a % of revenue associated with the DTH business,
(v) the continuity program st ructure 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 aggregat ion of reporting units, and it is not clear to
us that your circumstance s warrant aggregation.

In view of the preceding and absent any ot her compelling evidence to the contrary, we
believe that your periodic testing of imp airment 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.  Accordingl y, 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 go odwill pursuant to paragraph 19 of FAS 142. In
this regard, please provide us with impairm ent analyses of the DTH business on this
basis, in compliance with the require ments of FAS 142, as of May 31, 2007 and 2006,
as well as your conclusions based upon thes e analyses.  This analysis should be
performed on the basis determined after consideration of comment numbers 3 and 6
below.
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 inc onsistency.  In this regard, we note from
your prior disclosures that you obtained th e 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 r easons and we would expect
that the amount of goodwill a ttributed to the DTH business would be the $92.4 million
disclosed in your Form 10-K.  As such, pleas e 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, refe r 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 incl ude a carrying amount
for goodwill of $92.4 million.
3. Additionally, it appears to us that the DTH reporting unit is  an asset group that also
represents the lowest leve l of independent identifiabl e cash flows, pursuant to

Scholastic Corporation
June 19, 2008
Page 4

paragraph 4 of FAS 144.  Pa ragraph 12 of FAS 144 specifi es that “Goodwill shall be
included in an asset group to be tested fo r impairment under this Statement only if the
asset group is or includes a reporting unit.”  Accordingly, the ca rrying amount of the
DTH business should include the carrying amount of goodwill attributable to it for
purposes of testing impairment of l ong lived assets pursuant to FAS 144.

Furthermore, the testing of recoverab ility 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 a long-lived asset (or assets) is part
of a group that includes other as sets and liabilities not cove red by this Statement, this
Statement applies to the group.  In those s ituations, 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 independe nt of the cash flows of other groups of
assets and liabilities.”  Additionally, paragr aph 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 measur ement of an impairme nt loss, a long-lived
asset or assets shall be grouped with other as sets and liabilities at  the lowest level for
which identifiable cash flows are largely inde pendent of the cash fl ows 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 amount s of both goodwill and long lived assets
associated with the business, when perf orming your periodic evaluation of the
recoverability and impairment of long lived a ssets 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 re quirements of FAS 144, along with your
conclusions represented by these analyses.  This analysis should be performed on the
basis determined after considera tion of comment number 6 below.
4. If the analyses referred to in comment number 3 include net income/loss amounts,
please (i) tell us the related actual an nual net income/loss from 2001 to 2007, (ii)
explain to us the factors that cause any ma terial variance between actual results and
projected results for the peri ods included in the analyses, and (iii) how the significant
factors, variables and assumpti ons used for projected periods  are reasonable relative to
your circumstances and histor ical experience.  For example, in the Exhibit A
supplementally provided to us, the analysis  for each of the Disney and Random House
licenses shows a significant net loss for 2008 and significant net income in each year
presented thereafter with out explanation of the reason(s) for the material change in the
results.
5. We note that other than the relatively minor charges recorded in 2004 and 2005, your
evaluations have not identified any impairm ent of the DTH business since the “Do Not
Call Registry” legislation was enacted in 2003, despite losses of this business in each

Scholastic Corporation
June 19, 2008
Page 5

of the ensuing fiscal years, which you cite ar e a consequence of this legislation.  If it is
determined that recording of impairment  of long lived assets or goodwill is not
appropriate prior to your intention to sell the DTH business, please clearly and fully
explain to us the facts and circumstances  that changed in your evaluation of
impairment of the DTH business upon your intention to sell the business, when
compared to your prior evaluations, as your most recent evaluation has resulted in the
recognition of impairment charges.  In c onnection with this, e xplain to us how your
evaluation of fair value and related disclo sures comply with the requirements of FAS
157.
6. We note from the disclosure in the Februa ry 29, 2008 Form 10-Q that as a result of
your analysis required by FAS 144 in th at quarter, you recorded a net of tax
impairment charge of $72.7 million during th e quarter to reflect the DTH disposal
group at its estimated fair valu e less cost to sell.  You di sclose that the impairment
charge was first applied to the long-lived a ssets and the deferred promotion costs of the
DTH disposal group, with the remainder of the impairment charge applied on a pro-
rata basis to accounts receivab le, inventory and other curren t assets.  Paragraph 14 of
FAS 144 specifies that “An im pairment loss for an asset group shall reduce only the
carrying amounts of a long-lived asset or assets of  the group.  The loss shall be
allocated to the long-lived assets of th e group on a pro rata ba sis using the relative
carrying amounts of those asse ts, except that the loss allo cated to an individual long-
lived asset of the group shall not reduce the carrying amount of that asset below its fair value … .”  Further, paragraph 36 of FAS 144 specifies that “The carrying amounts of
any assets that are not covered by this Statement, including goodwill, that are included
in a disposal group classified as  held for sale shall be adjusted in accordance with other
applicable generally accepted accounting prin ciples prior to measuring the fair value
less cost to sell of the disposal group.”  Af ter consideration of the FAS 144 impairment
analyses referred to in comment number 3 a bove, please explain to us your basis for
allocating a portion of the impairment ch arge resulting from the FAS 144 evaluation
performed in the quarter ended February 29, 2008 to accounts receivable, inventory
and other current assets.  In  connection with this, explain to us why impairment of
these assets was not assessed in accordance wi th principles governing such assets -- for
example, in accordance with ARB No. 43, Chap ter 4 in regard to inventory and FAS 5
in regard to accounts receivable.  Also, tell  us why impairment was not recorded in
your results prior to your in tention to sell the business and the FAS 144 impairment
evaluation performed in the qua rter ended February 29, 2008.
7. If it is determined that recording of impairment of the current assets referred to in
comment number 6 is not appropr iate prior to your intention to sell the DTH business,
please clearly and fully explai n to us the facts and circum stances in your evaluation of
impairment of these assets that a) cha nged from your prior evaluations and b)
warranted recording impairments upon your intention to sell the DTH business.

Scholastic Corporation
June 19, 2008
Page 6

Form 10-Q: For the quarterly period ended February 29, 2008

Item 1. Financial Statements

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation, page 4
8. We note from your response to our prior comment number 1 that you have reclassified
cash flows associated with royalty advances  into the operating activities section of
your consolidated statement of cash flows.  However, we do not believe that you have adequately disclosed the reason for this reclassification or clearly disclosed the impact the reclassification on your cash flows from operation

CORRESP
1
filename1.htm

    -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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

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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.

1

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

2

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-

3

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

4

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

CORRESP
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February 28, 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 letter dated February 14, 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”).

              We have set forth below the text of each of the Staff’s comments set forth in its comment letter, 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 Balance Sheets, page 38

1.

We note that “Other accrued expenses” comprise approximately 34.7% and 22.5% of your “Total current liabilities” balance as of May 31, 2007 and May 31, 2006, respectively. In this regard,
please i) tell us the amounts of any individually significant items that have been included within your “Other accrued expenses” balance and ii) if applicable, separately disclose in your balance sheet, or in a note thereto, any
items/amounts that exceed 5% of your total current liabilities. Refer to Rule 5-02(20) of Regulation S-X for further guidance.

           With reference to Rule 5-02(20) of Regulation S-X, please be advised that there were two individually significant items included within our “Other accrued expenses” balance as of May
31, 2007: (i) accrued payroll and (ii) accrued payroll taxes and benefits balances as of May 31,

1

2007 were approximately 6.3% and 6.5% of total current liabilities, respectively. No other individual items exceeded 5% of total current liabilities as of May 31, 2007, and there were no individual items that exceeded the
threshold as of May 31, 2006.

           The Company will include footnote disclosures for any such significant items in all future SEC filings, adhering to the requirements of Regulation S-X, Rule 5-02(20) in fiscal year filings and Rule 10-1 in interim period
filings.

Consolidated Statements of Cash Flows, page 42

  2.

Please explain to us your basis for presenting cash outflows for “royalty advances” as an investing activity. Such payments appear to be a form of compensation for services associated with
generating revenue that should be presented as an operating activity.

           We believe that royalty advances represent productive assets, that is, assets held for or used in the production of goods by the enterprise. Activities of this nature are considered cash flows
from investing activities based on the guidance in paragraph 15 of SFAS 95, Statement of Cash Flows.  Additionally, paragraph 21 of SFAS 95 states that “cash flows from
operating activities are generally the cash effects of transactions and other events that enter into the determination of net income.” Royalty advances are classified on our balance sheets as a non-current asset and provide benefit to the
Company of a long-term nature through the creation of a literary or other work for exploitation by the Company. The Company notes that historically the normal period of time between a royalty advance and the publication of the related work  is
approximately 9 months. Additionally, there is typically a period of time between the publication date and the final earn-down of the advance that is greater than one year. The cash outflow for royalty advances made during the fiscal year ended May
31, 2007 did not enter into the determination of net income for that period. Accordingly, we believe these advances should not be classified as an operating activity based on paragraphs 15 and 21 of SFAS 95. Royalties earned by authors after a
literary or other work is published that are paid in excess of royalty advances are considered payments for services associated with generating revenue in a current period and, as such, are included in cash flows from operating
activities.

Notes to Consolidated Financial Statements, page 43

Note 1. Summary of Significant Accounting Policies, page 43

Revenue Recognition, page 43

3.

Please explain to us your basis for recognizing revenues associated with school-based book fairs on a ratable basis. In this regard, clarify whether the associated revenues are related to services you
perform, the sales of product, or both. If both services are performed and products are sold at these book fairs, explain to us how you allocated revenues attributable to each.

           Revenues
associated with school-based book fairs are related to sales of product. There
is no service revenue associated with our school-based book fairs, which essentially
involve providing  product and fair-related materials to the school sponsor or
operator of the fair. Book fairs are typically run by the schools over a five
business day period. Sales of product occur throughout the fair. Shortly after
a fair is

2

completed, the Company receives the cash and the total revenue from the fair is known and recorded.  At each reporting period-end, the Company records an entry to cut-off revenue for those fairs that have not been completed
as of the period end based on the actual sales for the complete fair. In other words, if a fair is scheduled to run for five business days and at period end three days of the fair have been completed, an entry is recorded to defer the revenue for
the remaining two days into the subsequent accounting period, based on a straight-line calculation of the full fair’s actual revenue. This is what we refer to as the ratable basis for recording revenue for book fairs in our Form 10-K; we use
this ratable basis only for those fairs not completed by period-end.

Deferred Promotion Costs, page 44

4.

Please clarify for us, as well as in your disclosure, whether “incentive product costs” are classified as a reduction of revenues or as an expense, and how your treatment is in compliance with EITF
01-9. Additionally, explain to us how you account for the “bonus points” given to teachers who participate in book clubs, as disclosed on page 2.

           Incentive product costs incurred to acquire customers in the Company’s continuity and magazine businesses represents merchandise given to the customer at the point at which the customer
signs up for the program. The merchandise consists of free initial book or magazine shipments, as well as any associated promotional items (such as tote bags).  As described in paragraph 10 of EITF 01-9, “if the consideration consists of a
“free” product or service (for example, a gift certificate from the vendor or a free airline ticket that will be honored by another, unrelated entity), or anything other than cash (including “credits” that the customer can apply
against trade amounts owed to the vendor) or equity instruments (see Exhibit 01-9A, Example 11b), the Task Force reached a consensus that the cost of the consideration should be characterized as an expense (as opposed to a reduction in revenue) when
recognized in the vendor’s income statement.” In accordance with EITF 01-9, the Company accounts for incentive product costs as an expense within cost of sales.  The Company will clarify this accounting treatment in future
filings.

           Similarly, in accordance with EITF 01-9, the Company accounts for the teachers’ bonus point program in the Company’s school-based book club business as an expense within selling,
general and administrative expenses. In the absence of specific authoritative guidance, we apply by analogy the guidance in EITF 01-9 when accounting for the teachers’ bonus
point program. The bonus points separately accrue with each classroom order and
are redeemable by the teacher for free product for the classroom. We accrue the
estimated costs of providing free goods to the teachers who are expected to redeem
accumulated award credits. The bonus points are not exchangeable for cash or
equity instruments. The Company records a liability for the estimated cost of
the free products based on historical redemption data.

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

Notes to Condensed Consolidated Financial Statements, page 4

Note 12: Subsequent Event, page 14

3

5.

You disclose that you anticipate potentially significant non-cash write-downs within the DTH business. We note this business has a consistent history of losses, and it appears that you last recorded
impairment charges related to this business in fiscal year 2005. In view of the preceding, explain to us the basis for the timing of the anticipated write- downs and why your impairment analyses with regard to this business have not indicated that
it was necessary to record any impairment between fiscal year 2005 and your latest reporting period.

           The Company has previously recorded write-downs in connection with its direct-to-home continuities business, which were recorded in fiscal 2004 and fiscal 2005. These charges consisted
primarily of write-downs of inventory from discontinued programs and prepaid promotion costs, as well as severance charges relating to staff reductions resulting from changes to the direct-to-home continuity business.  These write-downs were
primarily attributable to greater than anticipated challenges in the continuity business experienced by the Company, including the effects of the National Do Not Call Registry legislation, which became effective in October 2003.

           On December 20, 2007, the Company announced its intention to sell the direct-to-home portion of its continuity businesses located in the United States, the United Kingdom and Canada. Assets
held for sale consist of portions of our Children’s Book Publishing and Distribution reporting unit and our International reporting unit. At that time, we also announced that we anticipate write-downs associated with these businesses due to the
measurement requirements of SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, specifically the requirement to measure the long-lived asset (disposal
group) at the lower of its carrying amount or fair value less cost to sell.

           In
addition, goodwill associated with the Company’s direct-to-home continuity
business has been historically tested at the reporting unit level (the Children’s
Book Publishing and  Distribution and International segments) as required (which
is discussed in our response to comment 6). The Company is not disposing of
the entire reporting unit in either instance, but only a portion of the reporting
unit. SFAS 142 provides guidance on the allocation of reporting unit goodwill.
We believe that the requirement to allocate the goodwill, along with the requirement
to test for impairment after the allocation, may result in write-downs.

           We also anticipate the possibility of write-downs relating to deferred promotion costs and fixed assets due to the fact that a potential buyer of the direct-to-home continuity business may not
be interested in purchasing these assets.  The deferred promotion costs have value to the Company based on sales occurring within the direct-to-home continuity business on a going-forward basis.  Similarly, the fixed assets have value to the Company
based on continuing operation of the direct-to-home business. These assets are now “held for sale” and the requirement to measure these assets at the lower of the carrying amount or fair value less cost to sell may result in potential
write-downs. In the event that the business is sold and the buyer does not purchase the deferred promotion costs and fixed assets, these assets may be subject to write-down.

           In conclusion, we believe there are specific assets within the
direct-to-home continuity business, specifically deferred promotion costs, fixed assets, and goodwill, which may now require write-down based
on the fact that these assets are held for sale and included in discontinued operations.

4

Historically, these assets have been tested for impairment annually, if not more frequently, and we believe they have been stated fairly based on the requirements of generally accepted accounting principles.

6.

Furthermore, we note from Footnote 2 to your financial statements for the period ended May 31, 2007 that goodwill comprises $92.4 million of the asset balance ascribed to your DTH business. As DTH has
experienced increasing losses during each of the last three years, and appears to qualify as a separate reporting unit, please tell us whether the goodwill ascribed to your DTH business has been tested for impairment independently, or whether your
annual goodwill test has only been performed with regard to the total goodwill amount ascribed to your “Children’s Book Publishing and Distribution” segment. If goodwill for the DTH business was not tested independently, please
explain to us your basis for not doing so. To the extent that the goodwill balance ascribed to DTH has been separately tested for impairment on an annual basis, please provide us with a detailed analysis of the assumptions used when performing your
test. Refer to paragraphs 18, 30, and 31 of SFAS No. 142 for further guidance.

            In
June 2000, the Company acquired Grolier Incorporated. After acquisition, the
Company included the Grolier direct-to-home continuity business in its Children’s
Book Publishing and  Distribution segment based on the aggregation criteria of
paragraph 17 of SFAS 131 and the additional guidance in EITF D-101. The Company
received an SEC Comment Letter, dated October 2, 2001, in which the staff requested
additional information  regarding changes in bad debt experienced by the Company
between fiscal 2000 and 2001. Due to the fact that the changes in bad debt were
primarily attributable to the newly acquired Grolier direct-to-home continuity
business, and as a response to  the comment letter, after discussion with the
Staff regarding whether such business should be reported as a separate segment
or, in the alternative, including further information concerning this business
under the Children’s Book Publishing and
Distribution segment, the Company began separately disclosing additional specific
financial information related to the direct-to-home continuity business within
the Management’s Discussion and Analysis sections of its periodic reports.
This  additional disclosure for the direct-to-home continuity business has been
included within the discussion of our Children’s Book Publishing and Distribution
segment results since our Form 10-Q filing for the three month period ended August
31,  2001 and follows the format of our operating segment tables and discussions.
However, as previously reviewed with the Staff in 2001, the direct-to-home
continuity business does not constitute a separate reportable segment.

            The components of the Company’s Children’s
Book Publishing and Distribution segment have historically been aggregated as
a single reporting unit for goodwill testing purposes based on the aggregation
criteria of paragraph 17 of SFAS 131 and the factors outlined in EITF D-101.
The Company analyzed the long-term average gross margins of the components, as
well as the nature of the products and services, the nature of the production
processes, the type or class of customer for their products and services, and
the methods used to distribute their products or provide their services.

            For each of the components of our Children’s Book Publishing and Distribution segment, the nature of the product is books and related educational materials. These books and materials are
primarily purchased directly from publishers, or

Mail Stop 3561
        February 14, 2008   Maureen O’Connell Chief Financial Officer Scholastic Corporation 557 Broadway New York, NY 10012

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 Ms. O’Connell:

We have reviewed the above referenced filings and have the following comments.
We ask you to revise future filings in response to certain of these comments.  If you disagree, we will consider your explanation as to why a revision is unnecessary.  Please be as detailed as necessary in your explan ation.  We also ask you to provide us with
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 Fiscal Year Ended May 31, 2007

Item 8:  Consolidated Financial Statements and Supplementary Data

Consolidated Balance Sheets, page 38
1. We note that “Other accrued expens es” comprise approximately 34.7% and
22.5% of your “Total current liabilitie s” balance as of May 31, 2007 and May 31,
2006, respectively.  In this regard, please i)  tell us the amounts of any individually
significant items that have been included  within your “Other  accrued expenses”

Scholastic Corporation
February 14, 2008
Page 2

balance and ii) if applicable, separately di sclose in your balance sheet, or in a note
thereto, any items/ amounts that exceed 5% of your total current liabilities.  Refer
to Rule 5-02(20) of Regulation S-X for further guidance.

Consolidated Statements of Cash Flows, page 42
2. Please explain to us your basis for presenting cash outflows for “royalty advances” as an investing activity.  Such  payments appear to be a form of
compensation for services associated w ith generating revenue that should be
presented as an operating activity.
 Notes to Consolidated Financial Statements, page 43

Note 1. Summary of Significant Accounting Policies, page 43

Revenue Recognition, page 43
3. Please explain to us your basis for rec ognizing revenues associated with school-
based book fairs on a ratable basis.  In this  regard, clarify whet her the associated
revenues are related to services you perform, the sale of products,  or both.  If both
services are performed and products are so ld at these book fairs, explain to us
how you allocate revenues attributable to each.
 Deferred Promotion Costs, page 44

4. Please clarify for us, as well as in your  disclosure, whether “incentive product
costs” are classified as a reduction of revenues or as  an expense, and how your
treatment is in compliance with EITF 01-9.  Additionally, explain to us how you
account for the “bonus points” given to te achers who participate in book clubs, as
disclosed on page 2.
 Form 10-Q:  For the Quarterly Period Ended November 30, 2007

Notes to Condensed Consolidated Financial Statements, page 4

Note 12. Subsequent Event, page 14
5. You disclose that you anticipate poten tially significant non -cash write-downs
within the DTH business.  We note this bus iness has a consistent history of losses,
and it appears that you last recorded impair ment charges related to this business in
fiscal year 2005.  In view of the precedi ng, explain to us the basis for the timing
of the anticipated write-downs and why your  impairment analyses with regard to
this business have not indicated that it was necessary to record any impairment
between fiscal year 2005 and your latest reporting period.

Scholastic Corporation
February 14, 2008
Page 3

6. Furthermore, we note from Footnote 2 to your financial statements for the period
ended May 31, 2007 that goodwill comprises $92.4 million of the asset balance
ascribed to your DTH business.  As DTH has experienced increasing losses
during each of last three year s, and appears to qualify as  a separate reporting unit,
please tell us whether the goodwill ascribed to your DTH business has been tested
for impairment independently, or whethe r your annual goodwill test has only been
performed with regard to the total g oodwill amount ascribed to your “Children’s
Book Publishing and Distribution” segm ent.  If goodwill for the DTH business
was not tested independently, please explai n to us your basis for not doing so. To
the extent that the goodwill balance ascrib ed to DTH has been separately tested
for impairment on an annual basis, please pr ovide us with a detailed analysis of
the assumptions used when performing your test.  Refer to paragraphs 18, 30, and 31 of SFAS No. 142 for further guidance.

********
   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 filing; 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.

Scholastic Corporation
February 14, 2008 Page 4

 You may contact Jeffrey Sears at 202-551-3302 or Doug Jones at 202-551-3309
with any questions.  You may also contact me at 202-551-3812.

Sincerely,

Michael Fay Branch Chief