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SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
ROBINSON RICHARD
(Last) (First) (Middle)
(Street)
(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)
CEO, Chairman & President
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/31/2003
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, $.01 par 05/31/2003 P 617(1) A 0.0(1) 5,324,375(2) D
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) 36.23 07/18/2002 A 5,850 07/18/2003 07/18/2012 Common Stock, $.01 par 5,850 $36.23 5,850 D
Explanation of Responses:
1. Voluntary reporting of 617 shares purchased in 401(k)Plan at various prices between June 1, 2002 and May 31, 2003.
2. Please refer to attached schedule for a summary explanation of Mr. Robinson's holdings.
Teresa M. Connelly, Attorney-in-fact 07/15/2003
** 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.
Note 1 - The balance includes: 1,453,224 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) 149,094 shares of
Common Stock owned by the Richard Robinson and
Helen Benham Charitable Fund as to which Mr. Robinson
disclaims beneficial ownership.  Also includes shares
owned by (C) the Trust under the Will of Maurice R. Robinson
(the "Maurice R. Robinson Trust"), as follows: 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) 20,959 shares of Common Stock with respect
to which Mr. Robinson had voting rights at
May 31, 2003 under the Scholastic 401(k)
Savings and Retirement Plan, and (G) 4,212
shares owned directly by his minor children.
Does not include 259,386 shares of Common Stock,
held directly by Helen Benham,
the wife of Richard Robinson and 1,403
shares with respect to which she had voting
rights as of May 31, 2003 under the 401(k) plan.