SCHOLASTIC CORP — Director's Dealing 2010

Sep 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHOLASTIC CORP (SCHL)
CIK: 0000866729
Period of Report: 2010-09-01

Reporting Person: OCONNELL MAUREEN (EVP, CAO & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-01	Common Stock	M	2874	$24.13	Acquired	30223	Direct
2010-09-01	Common Stock	F	1000	$24.13	Disposed	29223	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-01	Restricted Stock Units	$	A	10919	Acquired	2010-09-01	Common Stock (10920)	Direct
2010-09-01	Restricted Stock Units	$	M	2874	Disposed	2010-09-01	Common Stock (2874)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25	Indirect

Footnotes

F1: Restricted stock units ("RSUs") acquired by the reporting person on 9/1/07 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/1/2010 upon expiration of the deferral period selected by the reporting person. RSU price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2007.

F2: Acquired under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus; to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock in the fiscal quarter ended August 31, 2010.