SEC Filing | Scholastic Corporation

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEDDEN ANDREWS S

(Last)

(First)

(Middle)

C/O CORPORATE SECRETARY

SCHOLASTIC CORPORATION

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCHOLASTIC CORP [ SCHL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$16.48	12/16/2008		A		100,000		⁽¹⁾	12/16/2018	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. The grant becomes exercisable in four equal installments beginning with the first anniversary of the date of grant.

	Andrew S. Hedden, by Teresa M. Connelly, Attorney-in-fact	12/18/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby
constitutes and appoints Teresa M. Connelly, the
undersigned's true and lawful attorney-in-fact to:

1.	execute for and on behalf of the undersigned's capacity as
an officer and/or director of Scholastic Corporation (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

2. do and perform any and all acts for and on behalf of the
undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4
or 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority;
and

3.take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall
contain terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to
be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with
full power
of substitution or revocation, hereby ratifying and confirming
all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall
lawfully do or cause to be done by virtue of this power of
attorney and the
rights and powers herein granted.  The undersigned acknowledges
that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the
undersigned, are not assuming, nor is the Company assuming, any
of the
undersigned's responsibilities to comply with Section 16 of the
Securities
Exchange Act of 1934.

	This Power of Attorney shall supersede any
previously executed
powers of attorney and remain in full force and
effect until the undersigned
is no longer required to file Forms 4 and 5 with
respect to the
undersigned's holdings of and transactions in
securities issued by the
Company, unless earlier revoked by the undersigned
in a signed writing
delivered to the foregoing attorney's-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17th day of December 2008.


/s/Andrew S. Hedden
_________________________
Andrew S. Hedden

Exhibit 24