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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 		 
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
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)
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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/31/2004
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 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 21,522(2) I By 401(k)Plan
Common Stock 5,157,674(1)(3) 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
Explanation of Responses:
1. See (1) on attached page
2. Includes 563 shares of stock acquired at various prices between June 1, 2003 and May 31, 2004, reported voluntarily for convenience.
3. Since the date of his last ownership report, the reporting person exchanged shares with his former spouse pursuant to a domestic relations order, with a net increase of 3,352 shares.
Teresa M. Connelly, Attorney-in-fact 07/14/2004
** 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.
Note 1 - The balance includes: 1,106,576 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 subject to a
prepaid variable forward sale contract.  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,
and (F) 4,212 shares
owned directly by his minor children.