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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROBINSON RICHARD (Last) (First) (Middle) C/O CORPORATE SECRETARY 557 BROADWAY (Street) NEW YORK NY 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 X 10% Owner X Officer (give title below) Other (specify below) CEO, Chairman & President
	3. Date of Earliest Transaction (Month/Day/Year) 02/02/2004
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Sale Contract	(1)	02/02/2004(1)	02/02/2004	J		0(1)		02/05/2009	02/05/2009	Common Stock	350,000(1)	(1)	0(1)	D

Explanation of Responses:

1. See (1) on attached page

	Teresa M. Connelly, Attorney-in-fact	02/04/2004
	** 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.

Attachment


(1)  Mr. Robinson entered into a pre-paid variable
forward stock sale contract (the "Agreement")
relating to up to 350,000 shares of the issuer's
common stock on January 20, 2004.  Pursuant to the
Agreement, Mr. Robinson may deliver on February 5,
2009 a number of shares of common stock
equal to the product of (i) 350,000 and (ii) the
Settlement Ratio, which will be determined as
follows: (a) If the weighted average of the closing
prices of the issuer's common stock over the 12
trading days prior to February 2, 2009 (the "Settlement Price")
is less than $49.9904 per share (the
"Upside Limit") but greater than $33.3269 per share
(the "Hedged Value"), the Settlement Ratio
shall be equal to the Hedged Value divided by the Settlement Price;
(b) If the Settlement Price is
equal to or greater than the Upside Limit, the Settlement Ratio shall
be equal to the sum of (A) the
Hedged Value divided by the Settlement Price, plus (B)
a fraction, the numerator of which is the
difference between the Settlement Price and the Upside Limit
and the denominator of which is the
Settlement Price; and (c) If the Settlement Price is less than
or equal to the Hedged Value, the
Settlement Ratio will be one.  Mr. Robinson may, in the alternative,
settle the agreement by
delivering cash rather than  the shares.  As consideration under the Agreement,
Mr. Robinson will
receive an aggregate purchase price of approximately $9,065,595.
This transaction was effected
pursuant to a Rule 10b5-1 trading plan adopted by Mr. Robinson on
January 20, 2004.

Mr. Robinson is also the beneficial owner of 5,175,281 shares of Common Stock,
which includes
1,103,224 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) 350,000 shares of Common Stock subject to the 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) 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.