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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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 and President
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2005
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
Common Stock 07/27/2005 M 60,200(2) A $18.345 5,221,007 D
Common Stock 07/27/2005 S 15,000(2) D $36.758 5,206,007 D
Common Stock 07/27/2005 S 15,200(2) D $36.811 5,190,807 D
Common Stock 07/27/2005 S 15,000(2) D $36.907 5,175,807 D
Common Stock 07/27/2005 S 15,000(2) D $36.857 5,160,807(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $18.345 07/27/2005 M 60,200(2) 09/16/1998 09/17/2007 Common Stock 60,200 $0 139,785 D
Explanation of Responses:
1. See attached Exhibit 99.
2. These transactions were made in accordance with the instructions of Mr. Robinson's former spouse pursuant to a matrimonial settlement agreement. Under the terms of that agreement, none of the net proceeds from these sales will be retained by Mr. Robinson.
Teresa M. Connelly, Attorney-in-fact 07/29/2005
** 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


Mr. Robinson is the beneficial owner of 5,160,807 shares of
Common Stock, which 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 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)  3,133 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.