Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROBINSON RICHARD
2. Issuer Name and Ticker or Trading Symbol

SCHOLASTIC CORP [ SCHL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO, Chairman and President
(Last)          (First)          (Middle)

C/O CORPORATE SECRETARY, SCHOLASTIC CORP, 557 BROADWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

9/4/2008
(Street)

NEW YORK, NY 10012
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/4/2008     M    18382   A   (1) 5357876   D    
Common Stock   9/4/2008     F    8787   D $27.04   5349089   D    
Common Stock   9/4/2008     M    18896   A   (2) 5367985   D    
Common Stock   9/4/2008     F    9033   D $27.04   5358952   D    
Common Stock   9/4/2008     M    15762   A   (3) 5374714   D    
Common Stock   9/4/2008     F    7535   D $27.04   5367179   (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 9/4/2008           18382    9/1/2004   (1) 9/4/2008   (1) Common Stock   18382   $30.60   (1) 0   D    
Restricted Stock Units     (2) 9/4/2008           18896    9/1/2005   (2) 9/4/2008   (2) Common Stock   18896   $25.22   (2) 0   D    
Restricted Stock Units     (3) 9/4/2008           15762    9/1/2008   (3) 9/4/2008   (3) Common Stock   15762   $26.64   (3) 0   D    

Explanation of Responses:
( 1)  Restricted stock units ("RSUs") acquired by the reporting person on 9/1/01 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/08 upon expiration of the deferral period previously 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, 2001.
( 2)  Restricted stock units ("RSUs") acquired by the reporting person on 9/1/02 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/08 upon expiration of the deferral period previously 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, 2002.
( 3)  Restricted stock units ("RSUs") acquired by the reporting person on 9/1/05 under the MSPP in lieu of cash bonus; converted into shares of Common Stock on a one-for-one basis on 9/4/08 upon expiration of the deferral period previously 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, 2005.
( 4)  See Exhibit 99.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROBINSON RICHARD
C/O CORPORATE SECRETARY, SCHOLASTIC CORP
557 BROADWAY
NEW YORK, NY 10012
X X CEO, Chairman and President

Signatures
Richard Robinson, by Teresa M. Connelly, Attorney-in-fact 9/5/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Exhibit 99

Mr. Robinson is the beneficial owner of 5,367,179 shares of Common Stock, which includes 1,311,198 shares held directly and: (A) 890,904 shares of Common Stock, which are receivable upon conversion of 890,904 shares of Class A Stock, par value $.01 per share, owned by Richard Robinson; and (B) 350,000 shares of Common Stock subject to a variable prepaid forward agreement. Also includes shares owned by
(C) the Trust under the Will of Maurice R. Robinson (the "Maurice R. Robinson Trust"), as follows: (i) 1,683,092 shares of Common Stock and (ii) 648,620 shares of Common Stock which are receivable upon conversion of 648,620 shares of Class A Stock, par value $.01 per share; and (D) the Trust under the Will of Florence L. Robinson (the "Florence L. Robinson Trust"), as follows: (i) 350,000 shares of Common Stock and
(ii) 116,676 shares of Common Stock which are receivable upon conversion of 116,676 shares of Class A Stock, par value $.01 share. Richard Robinson is one of four trustees of the Maurice R. Robinson Trust, and one of two trustees of the Florence L. Robinson Trust, with shared voting and investment power with respect to the shares of Common Stock and Class A Stock owned by the two trusts,respectively. The shares of Class A Stock are convertible into shares of Common Stock,at any time at the option of the holder thereof, on a share-for-share basis; Also includes (E) 7,594 shares of Common Stock for which Mr. Robinson is custodian under a separate custodial account for one of his sons, (F) 4,883 shares of Common Stock with respect to which Mr. Robinson had voting rights at May 31, 2008 under the Scholastic 401(k) Savings and Retirement Plan, and (G) 4,212 shares owned directly by his minor children.