SCHOLASTIC CORP, DEF 14A, 1996-08-26

SCHOLASTIC CORP
DEF 14A, 1996-08-26
BOOKS: PUBLISHING OR PUBLISHING & PRINTING

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SCHOLASTIC CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

[NAME OF FILER IF APPLICABLE]
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE>
SCHOLASTIC CORPORATION
555 BROADWAY
NEW YORK, NEW YORK 10012
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 17, 1996
------------------------

The Annual Meeting of Stockholders (the 'Meeting') of Scholastic
Corporation, a Delaware corporation ('Scholastic'), will be held at 555
Broadway, New York, New York, on Tuesday, September 17, 1996 at 9:00 A.M.,
local time.

At the Meeting, the stockholders will consider and act upon the following
proposals:

To be voted upon by holders of Class A Stock

1. Fixing fifteen as the number of persons to constitute the Board of
Directors until the next Annual Meeting of Stockholders.

2. The election of twelve directors to hold office until the next
Annual Meeting of Stockholders.

3. The election of Ernst & Young as independent auditors for the
fiscal year ending May 31, 1997.

4. Such other matters as may properly come before the Meeting.

To be voted upon by holders of Common Stock

1. The election of three directors to hold office until the next
Annual Meeting of Stockholders.

2. Such other matters as may properly come before the Meeting and as
may properly be voted upon by the holders of Common Stock.

The Board of Directors has fixed the close of business on August 2, 1996 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Meeting and at any adjournment thereof.

WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE MEETING. WHETHER OR NOT YOU
EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE.

By order of the Board of Directors,

Lynette E. Allison
Vice President and Secretary

August 26, 1996

<PAGE>
SCHOLASTIC CORPORATION
555 BROADWAY
NEW YORK, NEW YORK 10012
------------------------
PROXY STATEMENT
------------------------

ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 17, 1996

GENERAL INFORMATION

This Proxy Statement is furnished to holders of shares of Common Stock, par
value $.01 per share ('Common Stock'), and shares of Class A Stock, par value
$.01 per share ('Class A Stock'), of Scholastic Corporation, a Delaware
corporation ('Scholastic' or the 'Company'), in connection with the solicitation
by the Board of Directors of proxies to be voted at the Annual Meeting of
Stockholders (the 'Meeting'). This Proxy Statement and the enclosed proxy are
being mailed to stockholders on or about August 23, 1996.

The Common Stock of Scholastic is registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'). Scholastic
is subject to the informational requirements of the Exchange Act and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission ('SEC').

VOTING RIGHTS

Stockholders of record as of the close of business on August 2, 1996 are
entitled to notice of the Meeting and to vote at the Meeting as hereinafter set
forth. Any proxy given by a stockholder may be revoked at any time prior to its
exercise by giving written notice of the revocation to the Secretary of
Scholastic, by executing and delivering a proxy with a later date or by voting
in person at the Meeting. If a proxy in the accompanying form is duly executed
and returned, the shares represented thereby will be voted at the Meeting and,
where a choice is specified, the proxy will be voted in accordance with such
specification. Directors will be elected by a plurality of the votes cast by the
holders of the Class of Stock entitled to elect such directors. The affirmative
vote of a majority of the votes cast by the holders of the Class A Stock is
required for each of the other proposals to be considered at the annual meeting.
With respect to the election of directors and the other proposals, abstentions
will not be considered as votes cast and will have no effect. Because none of
the shares of Class A Stock are held by brokers, the effect of broker non-votes
is not applicable.

The Amended and Restated Certificate of Incorporation of Scholastic (the
'Certificate') provides that the holders of shares of Class A Stock, voting as a
class, have the right (i) to fix the size of the Board of Directors so long as
it does not consist of less than three nor more than 15 directors, (ii) to elect
all the directors, subject to the right of the holders of shares of Common
Stock, voting as a class, to elect such minimum number of the members of the
Board of Directors as shall equal at least one-fifth of the members of the Board
of Directors, and (iii) to exercise, exclusive of the holders of shares of

Common Stock, all other voting rights of stockholders of Scholastic. The
Certificate also provides that, except as otherwise provided by statute, the
voting rights of the holders of shares of Common Stock are limited to the right,
voting as a class, to elect such minimum number of the members of the Board of
Directors as shall equal at least one-fifth of the members of the Board of
Directors. Holders of outstanding Class A Stock and Common Stock are entitled to
one vote per share, exercisable in person or by proxy at all meetings of
stockholders. No holders of either class of stock have cumulative voting rights.

On August 2, 1996, the record date for the Meeting, Scholastic had
outstanding 828,100 shares of Class A Stock and 15,071,040 shares of Common
Stock.

<PAGE>

PRINCIPAL SECURITY HOLDERS

Under the rules and regulations of the SEC, a person who directly or
indirectly has, or shares, voting power or investment power with respect to a
security is considered a beneficial owner of such security. Voting power is the
power to vote or direct the voting of shares, and investment power is the power
to dispose of or direct the disposition of shares. The following are the only
persons known to Scholastic to have owned beneficially more than 5% of its
outstanding Class A Stock or Common Stock on August 2, 1996:

<TABLE>
<CAPTION>
CLASS A STOCK COMMON STOCK
------------------------- ----------------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL PERCENT BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS OWNERSHIP(1)(2) CLASS(2)
- ------------------------------------------------------------ ------------ -------- --------------- --------
<S> <C> <C> <C> <C>
Richard Robinson ........................................... 445,452(3) 53.8% 763,639(4) 5.1%
c/o Scholastic Corporation
555 Broadway
New York, NY 10012
Trust under the Will of Maurice R. Robinson(5) ............. 324,310 39.2 841,546 5.6
c/o Scholastic Corporation
555 Broadway
New York, NY 10012
Trust Under the Will of Florence L. Robinson(6) ............ 58,338 7.0 175,000 1.2
c/o Scholastic Corporation
555 Broadway
New York, NY 10012
</TABLE>

- ------------------
(1) Except in the case of the Trust under the Will of Maurice R. Robinson (the
'Maurice R. Robinson Trust') (see Note (5) below) and the Trust under the
Will of Florence L. Robinson (the 'Florence L. Robinson Trust') (see Note
(6) below), each person named has sole voting and investment power with

respect to the shares shown opposite his or her name.

(2) The shares of Class A Stock are convertible at the option of the holder into
shares of Common Stock at any time on a share-for-share basis. The
additional shares of Common Stock issuable upon conversion of Class A Stock
are not included in the table as beneficially owned. If Richard Robinson,
the trustees of the Maurice R. Robinson Trust or the trustees of the
Florence L. Robinson Trust would elect to convert all of the shares of Class
A Stock owned beneficially by such holder into shares of Common Stock, the
percentage of the outstanding shares of Common Stock owned beneficially by
such holders then would increase to 7.8%, 7.6% and 1.5%, respectively.

(3) Excludes 324,310 shares of Class A Stock owned by the Maurice R. Robinson
Trust, as to which Mr. Robinson disclaims beneficial ownership, and 58,338
shares of Class A Stock owned by the Florence L. Robinson Trust, as to which
Mr. Robinson disclaims beneficial ownership.

(4) Includes 3,797 shares of Common Stock for which Mr. Robinson is custodian
under a separate custodial account for his son and 1,717 shares of Common
Stock with respect to which Mr. Robinson had voting rights at May 31, 1996
under the Scholastic Inc. 401(k) Savings and Retirement Plan (the '401(k)
Plan'). Does not include 144,283 shares of Common Stock beneficially owned
by Helen V. Benham, an employee and director of Scholastic and the wife of
Richard Robinson, as to which Mr. Robinson disclaims beneficial ownership,
and 841,546 shares of Common Stock owned by the Maurice R. Robinson Trust,
175,000 shares of Common Stock owned by the Florence L. Robinson Trust and
74,547 shares of Common Stock owned by the Richard Robinson and Helen Benham
Charitable Fund, as to which Mr. Robinson also disclaims beneficial
ownership.

(5) Richard Robinson, Chairman of the Board, President and Chief Executive
Officer of Scholastic, Barbara Robinson Buckland, Mary Sue Robinson Morrill
and William W. Robinson, all of whom are siblings of Richard Robinson, are
trustees of the Maurice R. Robinson Trust, with shared voting and investment
power with respect to the shares owned by the Maurice R. Robinson Trust.
Under the terms of the Maurice R. Robinson Trust, the vote of a majority of
the trustees is required to vote or direct the disposition of the shares

(Footnotes continued on next page)

2
<PAGE>

(Footnotes continued from previous page)

held by the Maurice R. Robinson Trust. Barbara Robinson Buckland, Mary Sue
Robinson Morrill and William W. Robinson directly own 263,189, 249,304 and
195,599 shares of Common Stock, respectively. For information with respect
to Richard Robinson, see Note (4) above.

(6) Richard Robinson and Mary Sue Robinson Morrill are the co-trustees of the
Florence L. Robinson Trust, with shared voting and investment power with
respect to the shares owned by the Florence L. Robinson Trust. Any acts by
the Florence L. Robinson Trust require the approval of each Trustee.

Pursuant to an agreement dated July 23, 1990 between the Maurice R.
Robinson Trust and Richard Robinson, the Maurice R. Robinson Trust has agreed
that if it receives an offer from any person to purchase any or all of the
shares of Class A Stock owned by the Maurice R. Robinson Trust and it desires to
accept such offer, Richard Robinson shall have the right of first refusal to
purchase all, but not less than all, of the shares of Class A Stock that such
person has offered to purchase for the same price and on the same terms and
conditions offered by such person. In the event Richard Robinson does not elect
to exercise such option, the Maurice R. Robinson Trust shall be free to sell
such shares of Class A Stock in accordance with the offer it has received. In
addition, if Richard Robinson receives an offer from any person to purchase any
or all of his shares of Class A Stock and the result of that sale would be to
transfer to any person other than Richard Robinson or his heirs voting power
sufficient to enable such other person to elect the majority of the Board of
Directors, either alone or in concert with any person other than Richard
Robinson, his heirs or the Maurice R. Robinson Trust (a 'Control Offer'), and
Mr. Robinson desires to accept the Control Offer, the Maurice R. Robinson Trust
shall have the option to sell any or all of its shares of Class A Stock to the
person making the Control Offer at the price and on the terms and conditions set
forth in the Control Offer. If the Maurice R. Robinson Trust does not exercise
its option, Mr. Robinson shall be free to accept the Control Offer and to sell
the shares of Class A Stock in accordance with the terms of the Control Offer.
If the Maurice R. Robinson Trust exercises its option, Mr. Robinson cannot
accept the Control Offer unless the person making the Control Offer purchases
the shares of Class A Stock that the Maurice R. Robinson Trust has elected to
sell.

SHARE OWNERSHIP OF DIRECTORS AND OFFICERS

On August 2, 1996 each director and nominee for director of Scholastic, the
five most highly compensated employees of Scholastic and all directors and
officers of Scholastic as a group, owned beneficially shares of Class A Stock
and Common Stock as follows:

<TABLE>
<CAPTION>
CLASS A STOCK COMMON STOCK
------------------------- ----------------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL PERCENT BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS OWNERSHIP(1)(2) CLASS(2)
- ------------------------------------------------------------ ------------ -------- --------------- --------
<S> <C> <C> <C> <C>
DIRECTORS
Richard Robinson............................................ 445,452(3) 53.8% 763,639(4) 5.1%
Rebeca M. Barrera........................................... -- -- 3,134(5) --
Helen V. Benham............................................. -- -- 144,283(7) 1.0
Frederic J. Bischoff........................................ -- -- 66,603(8) *
John Brademas............................................... -- -- 3,349(5) *
John C. Burton.............................................. -- -- 3,349(5) *
Alonzo A. Crim.............................................. -- -- 3,349(5) *
Ramon C. Cortines........................................... -- -- 134 *

Andrew S. Hedden............................................ -- -- -- --
Mae C. Jemison.............................................. -- -- 3,349(5) *
Richard A. Krinsley......................................... -- -- 8,492 *
Joan D. Manley.............................................. -- -- 3,449(5) *
John G. McDonald............................................ -- -- 3,349(5) *
Augustus K. Oliver.......................................... -- -- 1,134(6) *
Richard M. Spaulding........................................ -- -- 142,667(9) 1.0
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
CLASS A STOCK COMMON STOCK
------------------------- ----------------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL PERCENT BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS OWNERSHIP(1)(2) CLASS(2)
- ------------------------------------------------------------ ------------ -------- --------------- --------
<S> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS
Barbara Marcus.............................................. -- -- 87,145(10) *
Deborah Forte............................................... -- -- 21,285(11) *
Jean Feiwel................................................. -- -- 11,938(12) *
Kevin McEnery............................................... -- -- 27,763(13) *
All directors and officers as a group (33 persons including
those named above)........................................ 445,452(3) 53.8 1,632,242(14) 10.5%
</TABLE>

- ------------------
* Less than 1.0%

(1) Each person named has sole voting and investment power with respect to the
shares shown opposite his or her name.

(3) Excludes 324,310 shares of Class A Stock owned by the Maurice R. Robinson
Trust, as to which Mr. Robinson disclaims beneficial ownership, and 58,338
shares of Class A Stock owned by the Florence L. Robinson Trust, as to
which Mr. Robinson disclaims beneficial ownership.

(4) Includes 3,797 shares of Common Stock for which Mr. Robinson is custodian
under a separate custodial account for his son and 1,717 shares of Common
Stock with respect to which Mr. Robinson had voting rights at May 31, 1996
under the 401(k) Plan. Does not include 144,283 shares of Common Stock
beneficially owned by Helen V. Benham, an employee and director of
Scholastic and the wife of Richard Robinson, as to which Mr. Robinson

disclaims beneficial ownership, and 841,546 shares of Common Stock owned by
the Maurice R. Robinson Trust, 175,000 shares of Common Stock owned by the
Florence L. Robinson Trust and 74,547 shares of Common Stock owned by the
Richard Robinson and Helen Benham Charitable Fund, as to which Mr. Robinson
also disclaims beneficial ownership.

(5) Includes 3,000 shares of Common Stock as to which such director holds
options under Scholastic's Outside Directors' Stock Option Plan.

(6) Does not include 600 shares of Common Stock owned by Mr. Oliver's daughter,
as to which Mr. Oliver disclaims beneficial ownership.

(7) Includes 3,797 shares of Common Stock for which Ms. Benham is custodian
under a separate custodial account for her son. Excludes 763,639 shares of
Common Stock owned by Richard Robinson as to which Ms. Benham disclaims
beneficial ownership and 74,547 shares of Common Stock owned by the Richard
Robinson and Helen Benham Charitable Fund.

(8) Does not include 4,200 shares of Common Stock owned by Mr. Bischoff's wife
and 50 shares of Common Stock owned by Mr. Bischoff's daughter, as to which
Mr. Bischoff disclaims beneficial ownership.

(9) Includes 31,188 shares of Common Stock for which Mr. Spaulding is custodian
under separate custodial accounts for his children.

(10) Includes 895 shares of Common Stock with respect to which Ms. Marcus had
voting rights at May 31, 1996 under the 401(k) Plan and 86,250 shares of
Common Stock as to which Ms. Marcus holds options under the 1992 Stock
Option Plan.

(11) Includes 16,825 shares of Common Stock as to which Ms. Forte holds options
under the 1992 Stock Option Plan.

(12) Includes 11,938 shares of Common Stock as to which Ms. Feiwel holds options
under the 1992 Stock Option Plan.

(Footnotes continued on next page)

4
<PAGE>

(Footnotes continued from previous page)

(13) Includes 263 shares of Common Stock with respect to which Mr. McEnery had
voting rights at May 31, 1996 under the 401(k) Plan and 27,500 shares of
Common Stock as to which Mr. McEnery holds options under the 1992 Stock
Option Plan.

(14) Includes 34,985 shares of Common Stock beneficially owned with respect to
which all directors and officers as a group and 418,263 shares of Common
Stock held as a group in stock options. Also includes that all directors
and officers as a group had voting rights at May 31, 1996 under the 401(k)
Plan in 12,152 shares of Common Stock. If Richard Robinson elected to
convert all of his Class A Stock into shares of Common Stock the percentage

of outstanding shares of Common Stock beneficially owned by all directors
and officers as a group would be 13.0%.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE COMMON STOCK OF THE
COMPANY

Section 16(a) of the Exchange Act requires directors, executive officers
and persons who hold more than 10% to file reports of ownership and changes in
ownership of such Common Stock with the SEC and the NASDAQ Stock Exchange and
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of such forms furnished to the Company, the
Company believes that all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% beneficial owners were
complied with, with the exception of Margery Mayer and David Walsh, both
executive officers of the Company, each of whom did not timely file one Form 4
report regarding the sale of their shares involving one transaction for each.
These transactions were reported on Ms. Mayer's and Mr. Walsh's Form 5 which
were timely filed.

ELECTION OF DIRECTORS

The proxies for the Class A Stock, unless otherwise directed, will be voted
for the number of directors constituting the Board of Directors to be fixed at
fifteen until the next Annual Meeting of Stockholders. The favorable vote of a
majority of the shares of Class A Stock represented at the Meeting is necessary
for this purpose. The proxies for the Class A Stock and the proxies for the
Common Stock, unless otherwise directed, will be voted, respectively, for the
twelve and three nominees listed below to serve as directors until the 1997
Annual Meeting of Stockholders. The Board of Directors expects that each of the
nominees will be available for election; however, if any of them should be
unable to serve for any reason, such proxies will be voted for the election of
the other nominees named and may be voted for substituted nominees in the
discretion of the persons named as proxies. Information as to the nominees being
presented at the Meeting is as follows:

NOMINEES FOR ELECTION BY HOLDERS OF CLASS A STOCK

<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION OR EMPLOYMENT AGE SINCE*
--------------------------------------------------- ---- --------
<S> <C> <C> <C>
Richard Robinson............................ Chairman of the Board, President and Chief
Executive Officer of Scholastic 59 1971
Rebeca M. Barrera........................... Executive Director, Corporate Fund for Children,
Austin, TX 49 1995
Helen V. Benham............................. Corporate Vice President and Early Childhood
Advisor of Scholastic 46 1992
Frederic J. Bischoff........................ Retired Executive Vice President of Scholastic 57 1995
John Brademas............................... President Emeritus, New York University, New York,
NY 69 1982
John C. Burton.............................. Professor of Accounting and Finance, Graduate
School of Business, Columbia University, New

York, NY 63 1978
Charles T. Harris III....................... Partner, Goldman, Sachs & Co., New York, NY 44 --
Andrew S. Hedden............................ Partner, Coudert Brothers, New York, NY 55 1991
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION OR EMPLOYMENT AGE SINCE*
--------------------------------------------------- ---- --------
<S> <C> <C> <C>
Mae C. Jemison.............................. President, The Jemison Group, Inc., Houston, TX 39 1993
Richard A. Krinsley......................... Retired Executive Vice President of Scholastic 66 1991
Augustus K. Oliver.......................... Partner, Gollust, Tierney & Oliver,
New York, NY 48 1995
Richard M. Spaulding........................ Executive Vice President of Scholastic 59 1974
</TABLE>

NOMINEES FOR ELECTION BY HOLDERS OF COMMON STOCK

<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION OR EMPLOYMENT AGE SINCE*
--------------------------------------------------- ---- --------
<S> <C> <C> <C>
Ramon C. Cortines........................... Consultant Professor, Stanford University,
Stanford, CA 64 1995
Alonzo A. Crim.............................. Professor, Georgia State University, Atlanta, GA 67 1987
John G. McDonald............................ Professor of Finance, Graduate School of Business,
Stanford University, Stanford, CA 59 1985
</TABLE>

- ------------------
* The dates set forth above indicate the date such director was first elected as
a director of the Company or Scholastic Inc., the Company's principal
operating subsidiary.

Helen V. Benham is the wife of Richard Robinson. There are no other family
relationships among any of the directors or executive officers of the Company or
its subsidiaries. Each of the directors and executive officers of the Company is
a citizen of the United States.

Richard Robinson has held his position with the Company and Scholastic Inc.
for more than five years.

Rebeca M. Barrera has been the Executive Director of Corporate Fund for
Children, a non-profit organization dedicated to the strengthening of child and
family programs through community resources, since 1990. Prior to heading the
Corporate Fund for Children, Ms. Barrera was president of Ninos Group, Inc., a
private corporation specializing in child care programs, from 1981 to 1992. She
is the current President of the National Latino Children's Agenda.

Helen V. Benham joined Scholastic in 1974, working first in the Book Club
Art Department, then in the Text Division and later as Editorial Director in the
Classroom Magazine Division. In 1990, she was named Vice President and Publisher
of the Early Childhood Division and in 1996 was named Corporate Vice President,
Early Childhood Advisor.

Frederic J. Bischoff became Executive Vice President and Chief Financial
Officer of Scholastic Inc. in July 1983 and served in that capacity until his
retirement in July 1995, when he became a consultant to the Company.

John Brademas was President of New York University from July 1981 to
November 1991 when he became President Emeritus. For 22 years (1959-1981), Dr.
Brademas served as a United States Representative in Congress, the last four as
House Majority Whip. He currently serves on the boards of Loews Corporation,
NYNEX, Texaco Inc., The Aspen Institute and the Alexander S. Onassis Public
Benefit Foundation. He is chairman of the National Endowment for Democracy and
is chairman of the Executive Committee of the Center for National Policy.

John C. Burton was Chief Accountant of the Securities and Exchange
Commission from 1972 to 1976 and Deputy Mayor for Finance of the City of New
York from 1976 to 1977. From January 1978 to the present, he has been Professor
of Accounting and Finance, Graduate School of Business, Columbia University, and
from July 1, 1982 to 1988 he was Dean of the Graduate School of Business. Dr.
Burton was a director of Commerce Clearing House, Inc. from 1978 to 1996 and of
Manville Corporation from 1990 to 1996, and is currently a director of CPAC,
Inc. and Salomon Swapco, Inc. From 1991 to 1994 he was also a member of the
Board of Governors of the National Association of Security Dealers, Inc., which
operates the NASDAQ stock market, and he serves on the Consultants Panel to the
Comptroller General of the United States. Dr. Burton was also a director of
Scholastic Inc. from December 1968 to June 1972.

Ramon C. Cortines is an independent consultant in public education and
Consultant Professor, Stanford University. He was Chancellor, Board of Education
of the City of New York from September 1993 until October

6
<PAGE>

1995. He was Assistant Secretary for Intergovernmental Affairs in the United
States Department of Education prior to his acceptance of the Chancellorship.
Before joining the Clinton Administration, Mr. Cortines was Associate Director
of the Pew Charitable Trusts' Forum on School Reform at Stanford University. He
was Superintendent of the San Francisco Unified School District from 1986 to
1992.

Alonzo A. Crim was Superintendent of the Atlanta, Georgia Board of
Education from 1973 until 1988. He has been a professor at Georgia State
University since 1988 and at Spelman College since 1991.

Andrew S. Hedden has been a partner of the law firm of Coudert Brothers
since 1975.

Charles T. Harris III has been a partner with the investment firm of
Goldman, Sachs & Co. since 1988 and is currently a Director of the Alumni
Council at Phillips Exeter Academy.

Dr. Mae C. Jemison has been President of The Jemison Group since March
1993. Prior to developing The Jemison Group, Dr. Jemison was an astronaut with
the National Aeronautics and Space Administration (NASA) from 1987 to 1993, and
was a member of the Space Shuttle Endeavor Flight in September 1992.

Richard A. Krinsley was Executive Vice President Children's Book Publishing
from April 1983 until his retirement in September 1991, when he became a
director. He was formerly an Executive Vice President with Random House, Inc.

John G. McDonald joined the faculty of Stanford University Graduate School
of Business, where he is the IBJ Professor of Finance, in 1968. Professor
McDonald serves on the Board of Directors of a number of investment companies:
Investment Co. of America, the New Perspective Fund, the Income Fund of America,
American Balanced Fund, the Growth Fund of America, Inc., EuroPacific Growth
Fund, and the Emerging Markets Growth Fund. He also serves on the Board of
Directors of Varian Associates, Inc. and TriNet Corporate Realty Trust, Inc.
From January 1987 until January 1990, Professor McDonald was a member (and Vice
Chairman in 1989-90) of the Board of Governors of the National Association of
Securities Dealers, Inc., which operates The NASDAQ Stock Market.

Augustus K. Oliver has been a partner at the investment banking and
management firm of Gollust, Tierney and Oliver since 1984. From 1975 through
April 1984 he practiced law with the firm of Skadden, Arps, Slate, Meagher and
Flom, becoming a partner in 1983. Mr. Oliver is the grandson of a former
Chairman of the Board of Directors of Scholastic.

Richard Spaulding has held his position with the Company and Scholastic
Inc. for more than five years.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE 'FOR' THE
NOMINEES. ALL PROXIES WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN. WHEN
NO SPECIFIC INSTRUCTIONS ARE GIVEN, PROXIES WILL BE VOTED FOR THE APPROVAL OF
THE NOMINEES.

BOARD AND COMMITTEE MEETINGS

Five meetings of the Board of Directors were held during the 1996 fiscal
year and all incumbent directors attended at least 75% of such meetings and of
the meetings held by all committees of the Board of which they were a member.

The Company has standing Executive, Audit, Human Resources and
Compensation, Stock Option, Nominating, Proxy and Fiduciary Committees of its
Board of Directors.

Executive Committee

Richard Robinson (Chairperson), Frederic J. Bischoff, John C. Burton,
Andrew S. Hedden, Richard A. Krinsley, Augustus K. Oliver and Richard M.
Spaulding are the members of the Executive Committee, which held one meeting
during the fiscal year ended May 31, 1996. In the intervals between meetings of

the Board of Directors, the Executive Committee is authorized to exercise, with
certain exceptions, all of the powers of the Board in the management of the
business and affairs of Scholastic. All action taken by the Executive Committee
is submitted for ratification by the Board of Directors.

<PAGE>

Audit Committee

John C. Burton (Chairperson), Rebeca M. Barrera, Frederic J. Bischoff,
Andrew S. Hedden, Joan D. Manley and Augustus K. Oliver are the members of the
Audit Committee, which held three meetings during the fiscal year ended May 31,
1996. The functions performed by the Audit Committee include reviewing with the
independent auditors their audit plan and the results of their audit (including
their recommendations regarding internal controls), recommending to the Board of
Directors the independent auditors who are to be submitted to the holders of
Class A Stock for election, reviewing Scholastic's financial accounting policies
and decisions and reporting thereon to the Board prior to the issuance of annual
financial statements, and exercising general oversight over Scholastic's system
of internal accounting controls. In addition, members of the Audit Committee
review any non-audit services to be performed by the independent auditors and
consider the possible effects of such services on the auditors' independence.

Human Resources and Compensation Committee

Joan D. Manley (Chairperson), Frederic J. Bischoff, Alonzo A. Crim, Mae C.
Jemison, Richard A. Krinsley and John G. McDonald are the members of the Human
Resources and Compensation Committee, which held two meetings during the fiscal
year ended May 31, 1996. The Human Resources and Compensation Committee has the
responsibility for reviewing the recommendations of the Chief Executive Officer
for compensation of corporate officers prior to approval by the Board. The names
of all staff members other than corporate officers whose salaries are $100,000
or more per annum are also made available to the Human Resources and
Compensation Committee, together with such other data on employee compensation
as is appropriate to enable the Human Resources and Compensation Committee to
evaluate Scholastic's overall compensation plans and practices as a separate
company and competitively within the industry. This Committee also reviews the
Company's Human Resource and Diversity Programs.

Stock Option Committee

Joan D. Manley (Chairperson), Alonzo A. Crim and John G. McDonald are the
members of the Stock Option Committee, which held one meeting during the fiscal
year ended May 31, 1996. The Stock Option Committee administers the 1992 Stock
Option Plan and the 1995 Stock Option Plan.

Nominating Committee

Alonzo A. Crim (Chairperson), John Brademas, John C. Burton, Mae C. Jemison
and Joan D. Manley are the members of the Nominating Committee, which held one
meeting during the fiscal year ended May 31, 1996. The functions of the
Nominating Committee are to identify and recommend to the Board of Directors,

through the Proxy Committee, candidates for election as directors, to recommend
to the Board of Directors, through the Proxy Committee, any changes it believes
desirable in the size and composition of the Board, to recommend to the Board of
Directors the committee structure which the Board should adopt and the members
of the Board who should be appointed to each committee and to recommend to the
Board fees to be paid to directors for service on the Board and on Board
committees. The Nominating Committee would be pleased to receive suggestions
from stockholders about persons it should consider recommending as possible
members of the Board of Directors. Any such suggestion should be sent to
Nominating Committee of the Board of Directors, Scholastic Corporation, 555
Broadway, New York, New York 10012.

Proxy Committee

Richard Robinson (Chairperson), Andrew S. Hedden and Joan D. Manley are the
members of the Proxy Committee, which held one meeting during the fiscal year
ended May 31, 1996. The Proxy Committee considers the recommendations of the
aforementioned Nominating Committee and makes recommendations to the Board as to
the number and names of directors to submit as nominees to the stockholders for
election. The Proxy Committee also acts for management on any matters to be
proposed at the Annual Meeting of Stockholders.

8
<PAGE>

Fiduciary Committee

Richard M. Spaulding (Chairperson), John C. Burton, Andrew S. Hedden, John
G. McDonald, Augustus K. Oliver and Richard Robinson (ex-officio) are the
members of the Fiduciary Committee. The Fiduciary Committee, which held one
meeting during the fiscal year ended May 31, 1996, is responsible for
recommending to the Board policies relating to the Retirement Income Plan for
Employees of Scholastic Inc. and the 401(k) Plan and making recommendations
concerning the powers which the Board has reserved to itself under the Plans.

COMPENSATION OF DIRECTORS

For the fiscal year ended May 31, 1996, each director of Scholastic who was
not an employee of Scholastic or any of its subsidiaries was paid an annual sum
of $25,000 as a retainer for his or her services as a director in addition to an
award of stock of the Company valued at the date of grant at $10,000. Each
non-employee director who is the chairperson of a committee also receives a
$1,500 annual chairman fee. Scholastic reimburses its directors for travel,
lodging and related expenses they may incur in attending Board and Committee
meetings.

On May 19, 1992, the Board of Directors adopted the Outside Directors'
Stock Option Plan (the 'Outside Directors' Plan'), which Plan was subsequently
approved by the holders of Class A Stock on June 15, 1992. The purpose of the
Outside Directors' Plan is to assist Scholastic in attracting and retaining
experienced and knowledgeable directors who are neither employees nor
consultants of Scholastic ('Outside Directors') by enabling them to participate
in the success and growth of Scholastic through one-time grants of non-qualified
stock options. Under the Outside Directors' Plan, each Outside Director in

office on May 19, 1992 who did not as of February 24, 1992 beneficially own any
shares of Common Stock was automatically granted a non-qualified stock option to
purchase 3,000 shares of Common Stock at a price equal to the fair market value
of a share of Common Stock on May 19, 1992, and each subsequently elected
Outside Director who does not at the date of election beneficially own any
shares of Common Stock will automatically be granted a non-qualified stock
option to purchase 3,000 shares of Common Stock at a price equal to the fair
market value of a share of Common Stock on the date such Outside Director is
first elected to office. Outside Directors are not entitled to receive any other
options or awards under any other stock plan of Scholastic, including the 1992
Stock Option Plan and the 1995 Stock Option Plan. The Outside Directors' Plan
has a term of 10 years, and 30,000 shares of Common Stock have been reserved for
issuance under this Plan. Andrew Hedden has declined to participate in the
Outside Directors' Plan. As of May 31, 1996, 3000 shares of Common Stock were
available for issuance under the Outside Directors' Plan.

In December, 1994, the Board of Directors approved a Non-Employee Director
Stock-For-Retainer Plan (the 'Directors Plan'). The Directors Plan is designated
to compensate all Outside Directors with Common Stock of the Company in addition
to other Director compensation. The Plan provides for the award of stock equal
to the value of $5,000 in the first month of each year, and 10,000 shares of
Common Stock have been reserved for issuance under this Plan. In September 1995,
the Class A Shareholders approved an amendment to the Directors' Plan to
increase the value of the annual stock grants to $10,000. As of May 31, 1996,
6,725 shares of common Stock are available for issuance under the Directors
Plan. Andrew Hedden has declined to participate in the Directors' Plan.

In September 1995, the Company adopted the Directors' Deferred Compensation
Plan (the 'Deferred Compensation Plan'). The Deferred Compensation Plan permits
directors to defer 50% or 100% of their cash retainers and meeting fees.
Deferred amounts accrue interest at a rate equal to the 30 year treasury bill
rate, and are paid in cash, upon the later of termination from Board service or
age 62, unless paid earlier due to death, disability, change of control of the
Company, or severe financial hardship. As of May 31, 1996, five (5) directors
had chosen to have 100% of their director compensation deferred for a total
amount deferred of $60,721.50.

CERTAIN TRANSACTIONS

Under a non-qualified pension agreement with Richard A. Krinsley, the
Company is obligated to provide Mr. Krinsley with pension benefits determined by
reference to the projected benefit for Mr. Krinsley under the pension plan of
his prior employer. As of his retirement on September 30, 1991, Richard A.
Krinsley had earned annual benefits under such agreement in the amount of
$41,974. Andrew S. Hedden is a partner of the law firm of Coudert Brothers,
which has provided legal services to Scholastic in the past and is expected to
continue to do so

9
<PAGE>

in the future. No employee director of Scholastic received additional
compensation for his or her services as a director.

The Company entered into a consulting arrangement with Frederic J.
Bischoff, who retired from his position as Executive Vice President and Chief
Financial Officer on July 31, 1995, which provided for Mr. Bischoff to work
one-half of the time he formerly worked at one-half of his former salary, until
December 31, 1995, and one quarter of the time he formerly worked at one quarter
of his former salary until May 31, 1996.

Mae Jemison in serving as a consultant to the Company regarding the
exploration of the possible distribution of the Company's products in the
country of South Africa for which she has received compensation to date of
approximately $40,000.

From time to time, the Company receives investment banking services from
Goldman, Sachs & Co, which employs the director nominee Charles T. Harris, III.
During the fiscal year ended May 31, 1996, Goldman, Sachs & Co. acted as
co-manager of the Company's offering of 5% Convertible Debentures due August 15,
2005.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information regarding the compensation paid
or accrued by the Company and its subsidiaries for services of the Chief
Executive Officer and the four most highly compensated employees of the Company
in respect of the fiscal years ended May 31, 1996, 1995 and 1994:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
NO. OF
SECURITES
ANNUAL COMPENSATION UNDERLYING
NAME AND -------------------- OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS SARS COMPENSATION(1)
- ------------------------------------------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Richard Robinson ................................ 1996 $526,938 $250,000 0 $6,326
Chairman of the Board, President and Chief 1995 420,000 211,600 0 9,701
Executive Officer 1994 419,615 201,480 9,611
Barbara Marcus .................................. 1996 350,000 190,477 25,000 3,126
Executive Vice President-Children's Book 1995 297,442 175,000 0 5,570
Publishing 1994 282,981 107,160 20,000 5,723
Deborah Forte ................................... 1996 285,000 138,795 42,500 3,757
Senior Vice President, Division Head- 1995 241,346 63,000 0 1,020
Scholastic Productions, Inc. 1994 149,752 152,500(2) 15,000 1,020
Jean Feiwel ..................................... 1996 253,084 143,585 17,500 4,127
Senior Vice President Children's Book 1995 238,219 108,231 0 1,020
Publishing 1994 216,563 72,940 10,000 1,020
Kevin McEnery ................................... 1996 275,000 113,695 0 4,012
Executive Vice President and Chief 1995 217,692 63,000 50,000 1,740
Financial Officer 1994 142,308 60,000 50,000 348
</TABLE>

- ------------------

(1) Includes matching contributions made by the Company in favor of each of the
named executives in connection with their participation in the 401(k) Plan
and life insurance premiums paid by the Company on behalf of each named
executive.

(2) Includes a $100,000 non-recurring bonus paid with respect to and on
completion of a multi-year project.

Executives of the Company are covered by an executive life insurance
program. Each executive is insured in an amount equal to three times the
executive's annual earnings up to a maximum coverage of $500,000. Premiums for
such coverage are fully paid by the Company.

The Company has not entered into any employment agreements with the
executive officers named above.

10
<PAGE>

STOCK OPTIONS

In 1987, the 1987 Stock Option Plan was adopted by the former Board of
Directors of Scholastic, which at that time consisted of Richard Robinson and
two other officers of Scholastic. Options to purchase shares of Common Stock
were granted to certain officers and executives of Scholastic, most of which
options were granted in exchange for options previously granted to such persons
to acquire shares of common stock of Scholastic Inc. On May 19, 1992, the 1987
Stock Option Plan was amended and restated as the 1992 Stock Option Plan. The
1992 Stock Option Plan provides for the grant to key employees and consultants
of Scholastic, including officers, of incentive stock options and non-qualified
stock options. The purpose of the 1992 Stock Option Plan is to assist Scholastic
in attracting and retaining employees of ability, training and experience by
providing an opportunity for employees to acquire and maintain stock ownership
in the Company. At August 2, 1996, 1,122,200 shares of Common Stock were covered
by existing grants under the 1992 Stock Option Plan and an additional 19,000
shares of Common Stock were reserved for issuance upon the exercise of options
to be granted in the future.

On September 24, 1991, the Board of Directors approved the 1992 Stock
Option Plan to be administered by the Stock Option Committee which consists of
non-employee directors of Scholastic. Prior to September 24, 1991, Richard
Robinson had been the sole member of the Stock Option Committee. Non-employee
directors of the Company are not entitled to receive any options or awards under
the 1992 Stock Option Plan.

The exercise price for options granted prior to May 19, 1992, under the
1987 Stock Option Plan, was the greater of $3.18 or a formula value price based
on a computation designed to reflect the fair value of a share of Common Stock,
except that the exercise price for options issued in exchange for options
previously granted to acquire shares of common stock of Scholastic Inc. is equal

to the average exercise price of the options exchanged. The exercise price for
options granted under the 1992 Stock Option Plan may not be less than the
average of the high and low selling prices of a share of Common Stock as
reported by the Automated Quotation System of the National Association of
Securities Dealers, Inc. as of the date of grant, except that the Stock Option
Committee is authorized to grant non-qualified options to employees with an
exercise price that is not less than 85% of such average price.

Incentive stock options granted under the 1992 Stock Option Plan will
expire not more than ten years from the date of grant and non-qualified options
will expire not more than ten years and one day from the date of grant, except
that, if an employee owns or is deemed to own more than 10% of the combined
voting power of all classes of stock of Scholastic or any parent or subsidiary
of Scholastic and incentive stock options are granted to such employee, the term
of such incentive stock options shall be not more than five years from the date
of grant. Options granted under the 1992 Stock Option Plan are not exercisable
for a one-year period after the date of grant, except in the case of the death
of the optionee during such one-year period. The exercise price of each share
purchased pursuant to each option must be paid in full at the time of exercise
in cash, in shares of Common Stock owned by the optionee having a fair market
value on the date of exercise of an amount at least equal to the exercise price,
or a combination of cash and such stock. With the consent of the Stock Option
Committee, the exercise price may be paid by means of a full recourse promissory
note.

No option granted under the 1992 Stock Option Plan is transferable other
than by will or the laws of descent and distribution. An option is exercisable
by the optionee only if, at the time of exercise, the optionee is an employee or
consultant of Scholastic (or a subsidiary or affiliate), except that, upon
termination of the optionee's employment or consulting arrangement with
Scholastic (or a subsidiary or affiliate), the optionee may exercise an option
(i) within twelve months thereafter in the event of termination due to
disability or to retirement on or after age 55 or (ii) within three months
thereafter in the event of involuntary termination at the request of Scholastic
(other than for cause or by reason of disability or retirement on or after age
55), but, in each case, only to the extent of the accrued right to exercise at
the date of such termination and in no event later than the respective
expiration dates of such options. In the event of the death of an optionee while
an employee or consultant of Scholastic (or a subsidiary or affiliate) or if the
optionee dies within the applicable twelve-month or three-month period during
which options may be exercised following a termination of employment or
consulting arrangement as described above, such optionee's estate or beneficiary
may exercise such optionee's option within a period not greater than the earlier
of (i) twelve months from the date of the optionee's death and (ii) the
expiration of the term of the option, without regard to whether the one-year
restriction on exercise had expired as of the date of

11
<PAGE>

death. If the optionee ceased to be an employee or consultant for any other
reason, his or her options terminate immediately.

On September 21, 1995, the stockholders adopted the 1995 Stock Option Plan
(the '1995 Plan') to supplement the 1992 Stock Option Plan. The Board of
Directors recommended the adoption of the 1995 Plan because (i) it continues to
believe that stock based incentives are important factors in attracting,
retaining and rewarding officers, key employees and consultants and closely
aligning their interests with those of shareholders and (ii) the 1992 Stock
Option Plan expires on July 16, 1997 and had insufficient options available for
grant to meet Scholastic's needs. Under the 1995 Plan, 2,000,000 shares of
Common Stock were reserved for issuance on exercise of options to be granted
and, as of August 2, 1996, no grants had been made.

Participants in the 1995 Plan will be selected by the Stock Option
Committee, in accordance with the terms of the 1995 Plan, from officers, key
employees and consultants of Scholastic, its subsidiaries and affiliates, who
are expected to make a significant contribution to Scholastic, its subsidiaries
and affiliates. The Stock Option Committee has exclusive power to select the
individuals who shall receive stock option awards under the 1995 Plan and to
determine the amount of shares of Common Stock to be covered and the terms,
including any vesting schedule, of the awards. Participants may be selected and
stock options may be granted at any time during the period that awards may be
made under the 1995 Plan. The number of shares of Common Stock available at any
time for awards under the 1995 Plan shall be determined in a manner which
reflects the number of shares of Common Stock then subject to outstanding awards
and the number of shares of Common Stock previously acquired under the 1995
Plan.

Under the 1995 Plan, the Stock Option Committee may award non-qualified
stock options or incentive stock options which qualify for specified tax
benefits under Section 422 of the 1987 Tax Code, as amended (the 'Code').
Non-qualified stock options shall have a term of not more than ten years and one
day from the grant date. Incentive stock options generally shall have a term of
not more than ten years from the grant date. Stock options will be granted with
an exercise price per share of Common Stock of not less than 100% of the fair
market value of a share of Common Stock, determined as the average of the high
and low market price per share of Common Stock as reported by the Automated
Quotation System of the National Association of Securities Dealers, Inc., on the
date of grant. The aggregate fair market value, determined as of the grant date,
of the Common Stock for which any employee may be awarded incentive stock
options which are first exercisable by such person during any calendar year
under the 1995 Plan or any other stock option plan mantained by Scholastic, its
subsidiaries or affiliates may not exceed $100,000. The maximum number of shares
of Common Stock which may be awarded as options under the 1995 Plan during any
calendar year to any person is 500,000 shares. Stock options may not be
exercisable for at least one year from the date of grant, except in the event of
the death or disability of the recipient. A stock option granted under the 1995
Plan may be exercised by paying the exercise price in cash or Common Stock of
Scholastic or any combination of cash and Common Stock having a value equal to
the exercise price.

No option granted under the 1995 Plan is transferable other than by will or
the laws of descent and distribution. An option is exercisable by the optionee
only if, at the time of exercise, the optionee is an employee or consultant of
Scholastic, its subsidiary or affiliate, except that, upon termination of the
optionee's employment or consulting arrangement, the optionee may exercise an
option (i) within one year thereafter in the event of termination due to

disability or death, without regard as to whether the one-year restriction on
exercise has expired as of the date of disability or death, (ii) within three
years thereafter in the event of termination due to retirement on or after age
55, to the extent exercisable on the date of retirement, or (iii) within three
months thereafter in the event of involuntary termination at the request of
Scholastic (other than for cause or by reason of disability, death or retirement
on or after age 55), but only to the extent exercisable on the date of such
termination. If the optionee ceases to be an employee or consultant for any
other reasons, his or her options terminate immediately to the extent not
previously exercised. The Stock Option Committee may accelerate the
exercisability of an option in its discretion.

The Board of Directors may amend or terminate the 1995 Plan at any time,
provided, that, in general, it may not, without shareholder approval, increase
the number of shares of Common Stock which may be acquired under the 1995 Plan,
extend the term during which stock options may be granted under the 1995 Plan or
reduce the exercise price of an option below the fair market value of the Common
Stock on the date on which the option is

12
<PAGE>

granted. The 1995 Plan shall terminate as of, and no award may be made after
September 21, 2005, unless extended by shareholder vote.

The following table shows the options granted under the 1992 Stock Option
Plan during the last fiscal year by the five most highly compensated executive
officers together with the number and grant date present value at May 31, 1996:

<TABLE>
<CAPTION>
POTENTIAL POTENTIAL
REALIZABLE VALUE REALIZABLE VALUE
AT ASSUMED AT ASSUMED
NUMBER OF EXERCISE ANNUAL RATES OF ANNUAL RATES OF
SECURITIES % OF TOTAL OR STOCK PRICE STOCK PRICE
UNDERLYING OPTIONS BASE APPRECIATION FOR APPRECIATION FOR
OPTIONS GRANTED IN PRICE EXPIRATION OPTION TERM OPTION TERM
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
- ------------------------------- ---------- ----------- --------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Richard Robinson............... 0 0 0 0 0 0
Kevin McEnery.................. 0 0 0 0 0 0
Barbara Marcus................. 25,000 8.9% $ 57.56 7/19/05 $ 793,361 $1,954,087
Deborah Forte.................. 42,500 15.0 57.56 7/19/05 1,348,714 3,321,947
Jean Feiwel.................... 17,750 6.8 57.56 7/19/05 563,287 1,387,402
</TABLE>

The following table shows the options exercised during the fiscal year
ended May 31, 1996 by the five most highly compensated executive officers
together with the number and value of exercisable/unexercised options at May 31,
1996:

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1996 AND MAY 31, 1996 OPTION/SAR
VALUES

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS AT
SHARES ACQUIRED AT MAY 31, 1996 MAY 31, 1996
NAME ON EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------ --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Richard Robinson.............. 0 0 0/0 0/0
Kevin McEnery................. 10,000 $336,938 27,500/62,500 $ 624,500/1,308,500
Barbara Marcus................ 6,000 367,320 80,000/35,000 4,042,900/412,250
Deborah Forte................. 7,500 286,750 19,700/50,000 1,210,447/432,450
Jean Feiwel................... 0 0 7,500/22,750 275,550/233,373
</TABLE>

EMPLOYEE BENEFIT PLANS

Retirement Income Plan for Employees of Scholastic Inc.

The Retirement Income Plan for Employees of Scholastic Inc. (the
'Retirement Plan') is a contributory defined benefit pension plan covering all
domestic salaried and hourly employees of Scholastic who have attained age 21
and have completed one year of service. The Retirement Plan is administered by
an employee committee (the 'Administrative Committee'), consisting of six
members of management of Scholastic, which is appointed by the Board of
Directors. Each participant is required to contribute 3% of his or her basic
annual compensation (excluding overtime pay, bonuses and other special
compensation) in excess of $20,000. For periods after July 1, 1990, the benefit
formula under the Retirement Plan provides for an annual benefit payable at
retirement equal to, for each year of credited service, 1 1/2% of that portion
of the participant's basic annual compensation up to $13,650, plus 2% of that
portion of the participant's basic annual compensation in excess of $13,650.
Participants in the Retirement Plan become fully vested in their accrued
benefits upon the earlier of the completion of five years of service or
attainment of age 65. Death benefits are payable to the surviving spouse of a
vested participant unless waived by such spouse. Scholastic is required to make
annual contributions to the Retirement Plan in such amounts as are actuarially
required to fund the benefits of participants thereunder. At May 31, 1996,
Richard Robinson, Barbara A. Marcus and Kevin McEnery had earned estimated
annual benefits under the Retirement Plan, payable upon retirement at age 65, in
the approximate amounts of $52,897, $33,684 and $4,398, respectively. Deborah
Forte and Jean Feiwel have elected not to participate in the Retirement Plan.
The aggregate amounts paid by the Company to the trustee of the Retirement Plan
in respect of fiscal 1996, 1995, and 1994 were, respectively, $230,360,
$2,894,884, and $475,373.

<PAGE>

The Retirement Plan does not provide for Social Security or other
deductions from the monthly pension benefit payable thereunder.

401(k) Plan

All domestic salaried and hourly employees of Scholastic aged 21 or over,
with at least 500 hours of service, are eligible to participate in the 401(k)
Plan. The 401(k) Plan is also administered by the Administrative Committee. A
participant may elect, under Section 401(k) of the Internal Revenue Code, to
reduce his or her compensation and to have such amount contributed to the 401(k)
Plan by Scholastic on a pre-tax basis up to the amount permitted by law
('Pre-tax Contributions') or as may be further restricted by the Administrative
Committee. The Plan permits Pre-tax Contributions by highly-compensated
employees of 10% of compensation and permits Pre-tax Contributions by other
employees of 15% of compensation. Currently, the Administrative Committee has
limited Pre-tax Contributions of highly-compensated employees to 6% of
compensation. A participant may also elect to make additional after-tax
contributions, which when aggregated with such participant's Pre-tax
Contributions, may not exceed 15% of his or her aggregate compensation
('After-tax Contributions'). Scholastic, in its sole discretion, may make
matching contributions for the benefit of participants who elect to make Pre-tax
Contributions, the amount of such matching contributions to be determined in
advance of each plan year by the Board of Directors, not to exceed 6% of a
participant's compensation. Scholastic, in its sole discretion, may also make
discretionary contributions for the benefit of all participants regardless of
whether they elected to make Pre-tax Contributions to the 401(k) Plan, the
amount of such discretionary contributions to be determined by the Board of
Directors. No discretionary contributions were made by Scholastic to the 401(k)
Plan in the fiscal year ended May 31, 1996. Amounts contributed to a
participant's account are invested by the trustee in one or more investment
funds chosen by the participant from the various investment funds recommended by
the Administrative Committee and approved by the Fiduciary Committee. The 401(k)
Plan was amended as of June 1, 1992 to provide that cash amounts contributed to
the 401(k) Plan may also be invested in shares of Common Stock. The aggregate
amount of matching contributions made by Scholastic to the accounts of the
executive officers named in the Executive Compensation Table through the fiscal
year ended May 31, 1996 are as follows: Richard Robinson, $44,371; Barbara A.
Marcus, $41,517; Deborah Forte, $36,768; Jean Feiwel, $30,082 and Kevin McEnery,
$6,822.

A participant is fully vested at all times in the portion of his or her
account attributable to Pre-tax and After-tax Contributions. That portion of his
or her account attributable to matching and discretionary contributions made by
Scholastic becomes vested at the rate of 20% for each year of service. A
participant's vested account may be distributed in full upon termination of
employment for any reason, including death, disability or retirement. During
employment, but only once in any plan quarter, a participant may withdraw all or
a portion of his or her account which is attributable to After-tax
Contributions. In the event of financial hardship or upon the attainment of age
59 1/2, a participant may also withdraw during employment his or her vested
account balance, provided that in the case of financial hardship the participant
may only withdraw such amount as the Administrative Committee may determine is
necessary to meet such financial hardship. A participant may also borrow up to
50% of his or her vested account balance for financial hardship, not to exceed
the lesser of $50,000 or the portion of the participant's account attributable

to Pre-tax Contributions, repayable with interest over a period not to exceed 5
years, except that in the event that the proceeds of such loan are used to
acquire a primary residence such amount may be repayable over a period of up to
10 years. A participant may not otherwise withdraw any portion of his or her
account during employment.

REPORT OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

The Human Resources and Compensation Committee (hereinafter referred to as
the 'Compensation Committee'), consists of five outside directors who review
recommendations for compensation of corporate officers and recommend guiding
principles and compensation programs to the Board of Directors.

The Board of Directors and the Compensation Committee believe that the
Company's continued success requires a highly motivated and professional staff.
The compensation policies, therefore, are designed to attract and retain persons
of ability, training and experience in the employ of the Company and its
subsidiaries and affiliates. Prior to the Company's going public in February,
1992, as a private company for the five years from 1987 to 1992, the Company
provided significant incentives in the form of stock options to the officers of
the private company. In fiscal 1995-96 officers of the Company held
approximately 10.0% of Scholastic Corporation's outstanding stock, which
provides motivation to improve the performance of the Company.

14
<PAGE>

The Company's executive compensation program combines base salary, annual
bonus and the stock ownership program to attract, retain and motivate
executives. Base salary increases are determined after review of both the
individual performance of each executive and the consolidated financial
performance of the Company. All base salary increases reflect market and
cost-of-living increases. In addition, executive compensation is determined
based on such factors as: the need for highly qualified professionals,
specialized areas of expertise, retention of executives critical to company
growth and success and creation of a barrier of recruitment for industry
competitors.

The base salary for Mr. Robinson, Chief Executive Officer of the Company,
for the fiscal year ended May 31, 1996 was $526,938. In addition to the factors
previously cited for executive officers above, Mr. Robinson's compensation is
determined based on the evaluation of his individual contribution to the growth
of the Company. These factors include involvement in recruitment and retention
of highly motivated executive and creative staff members; maintaining and
enhancing Scholastic's reputation and products in the educational community;
leadership and guidance in maintaining and developing educational products to
expand Scholastic's market share, profitability and the market value of
shareholders' equity; and the overall economic performance of the Company and
its subsidiaries and affiliates.

The annual bonus plan provides for the payment of bonuses in August based
on individual and corporate performance for the prior fiscal year. Target bonus
levels are established annually by the Compensation Committee in conjunction
with Richard Robinson. The bonus paid to Mr. Robinson in fiscal 1996 was 48% of

the fiscal 1996 base salary based on corporate financial performance and the
attainment of certain objectives.

Since February 1992, the date on which the Company's Common Stock was first
listed on NASDAQ, the Company has experienced significant growth as compared to
industry indexes.

The Company experienced a 12.7% return on equity for fiscal 1996. Fiscal
1996 results include a non-cash charge related to the impairment of certain
assets of $24.3 million ($14.9 million after tax). A significant portion of this
charge was determined in connection with the Company's early adoption of
Statement of Financial Accounting Standards No. 121. The charge consisted of the
unamortized prepublication and inventory costs of the Company's K-2 math
program, several older supplemental instructional publishing programs and other
selected titles. Excluding the effect of such charge, the return on equity for
fiscal 1996 would have been 18.7%.

The 1992 Stock Option Plan provides for annual grants of non-qualified
stock options and incentive stock options intended to enable executives and
managers to participate in the long-term growth of the Company and motivate
executives to improve total return to shareholders. The number of options
granted to executive officers as a group for fiscal 1996 was 282,750.

Human Resources and Compensation Committee

Joan D. Manley (Chairperson)
Alonzo A. Crim
Mae C. Jemison
Richard A. Krinsley
John G. McDonald

<PAGE>

PERFORMANCE GRAPH

TOTAL RETURN

The following graph compares the cumulative total stockholders return of an
investment of $100 on May 31, 1992 in (i) the Company's Common Stock, (ii) the
NASDAQ Composite Index and (iii) the Company's peer group, for the four fiscal
years ended May 31, 1993, 1994, 1995 and 1996. Scholastic's Initial Public
Offering occurred on February 24, 1992. The year-end values of each investment
are based on the share price appreciation plus monthly reinvestment of
dividends, if any. The Company's peer group consists of Harcourt General, Inc.,
Houghton Mifflin Co., McGraw Hill Inc., Western Publishing Group Inc. and
Reader's Digest.

COMPARISON OF CUMULATIVE TOTAL RETURN
Scholastic Corporation, NASDAQ Composite Index, and Peer Group

<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) Scholastic Nasdaq Peer Group
<S> <C> <C> <C>
5/31/92 100.00 100.00 100.00
5/31/93 125.64 119.69 113.92
5/31/94 122.22 125.61 120.33
5/31/95 188.89 147.71 132.34
5/31/96 212.82 212.44 151.36
</TABLE>
16

<PAGE>

ELECTION OF AUDITORS

Action is to be taken at the Meeting with respect to the election of
auditors to audit the financial statements of Scholastic for the fiscal year
ending May 31, 1997. The Audit Committee has recommended the election of Ernst &
Young as independent auditors and, unless otherwise directed, proxies for the
Class A Stock will be voted in favor of the election of Ernst & Young.
Representatives of Ernst & Young will be available at the Meeting to respond to
questions and to make a statement if they so desire. If the holders of Class A
Stock do not elect Ernst & Young, the selection of independent auditors will be
reconsidered by the Audit Committee.

During the fiscal year ended May 31, 1996, Ernst & Young served as
Scholastic's independent auditors. It is the belief of Scholastic's Audit
Committee that the financial relationship between Scholastic and its independent
auditors should be fully disclosed to the stockholders. The fees and expenses
for audit services provided by Ernst & Young to Scholastic and its foreign
subsidiaries with respect to the fiscal year ended May 31, 1996 were $516,554.
This fee includes certain non-audit services provided by Ernst & Young to
Scholastic for which they were paid $116,843 (22.6% of total fees and expenses)
which were related primarily to tax and financial accounting advice on various
proposed transactions and to general accounting assistance.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' THE PROPOSAL TO APPROVE
ERNST & YOUNG AS INDEPENDENT AUDITORS OF THE COMPANY. ALL PROXIES WILL BE VOTED
IN ACCORDANCE WITH INSTRUCTIONS GIVEN. WHEN NO SPECIFIC INSTRUCTIONS ARE GIVEN,
PROXIES WILL BE VOTED FOR THE APPROVAL OF ERNST & YOUNG AS INDEPENDENT AUDITORS
FOR THE COMPANY.

OTHER MATTERS

The Board of Directors is not aware of any matters to be presented for
action at the Meeting other than the matters mentioned above, and the Board does
not intend to bring any other matters before the Meeting. However, if any other
matters should properly come before the Meeting for stockholder action, it is
intended that the holders of the proxies will vote thereon at their discretion.

STOCKHOLDERS PROPOSALS

Proposals of stockholders for inclusion in the Proxy Statement to be issued
in connection with the Annual Meeting of Stockholders of Scholastic to be held
in September 1997 must be received by the President of Scholastic by April 26,
1997.

EXPENSES OF SOLICITATION

The cost of soliciting proxies for the Meeting will be borne by Scholastic.
Solicitation of proxies may be made through personal calls upon, or telephone or
telegraph communications with, stockholders or their representatives by officers
and other employees of Scholastic who will receive no additional compensation
therefor.

By Order of the Board of Directors

LYNETTE E. ALLISON
Vice President and Secretary

August 26, 1996

<PAGE>

PROXY COMMON STOCK

SCHOLASTIC CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 17, 1996
(THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS)

The undersigned hereby appoints RICHARD ROBINSON, JOAN D. MANLEY, and
ANDREW S. HEDDEN, or a majority of them, with full power of substitution and
revocation, as proxies to represent the undersigned at the Annual Meeting of
Stockholders of Scholastic Corporation to be held at 555 Broadway, New York, New
York, on Tuesday, September 17, 1996, at 9:00 A.M. local time, and at any
adjournment thereof, and to vote the shares of Common Stock the undersigned
would be entitled to vote if personally present.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE DATE, SIGN AND MAIL THIS PROXY TODAY

<PAGE>
Please mark [X]
your vote as
indicated in
the example

In the absence of specific directions noted below, it is understood that the
undersigned's shares of Common Stock will be voted in favor of proposal No. 1.
Receipt of a copy of the 1996 Annual Report, Notice of Annual Meeting of
Stockholders, and Proxy Statement dated August 26, 1996 is hereby acknowledged.

Item 1 - Proposal to elect Ramon C. Cortines, John G. McDonald, and
Alonzo A. Crim as directors.

If you wish to vote for the election of directors
and withhold authority to vote for any of the
individual nominees, enter the name(s) of such
nominee(s) below.

...................................................

FOR WITHHOLD
[ ] [ ]

Item 2 - Proposal for the appointees of the undersigned to act, in their
discretion, upon such matters as may properly come before the meeting and
as may properly be voted upon by the holders of Common Stock.

Signature(s): ___________________

Date: ___________________________

Note: Please sign as name appears
hereon. Joint owners should
each sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.

<PAGE>
- -------------------------------------------------------------------------------

PROXY

SCHOLASTIC CORPORATION
SCHOLASTIC INC. 401(K) SAVINGS AND RETIREMENT PLAN
IMPORTANT
PLEASE COMPLETE AND RETURN
(THIS SOLICITATION IS MADE ON BEHALF OF THE BOARD OF DIRECTORS)

The enclosed Notice of the 1996 Annual Meeting and Proxy Statement and the
1996 Annual Report are being provided to you as a participant in the Scholastic
Inc. 401(k) Savings and Retirement Plan. Participants who had funds invested in
the Scholastic Corporation Common Stock fund on August 2, 1996, the record date
for the 1996 Annual Meeting, may instruct the plan Trustee how to vote all full
and fractional shares attributable to their account by completing the reverse
side of this card and returning it by September 10, 1996.

Scholastic Corporation urges you to complete, date, sign, and return this
confidential voting instruction card TODAY.

<PAGE>
Please mark [X]
your vote as
indicated in
the example

Item 1 - Proposal to elect Ramon C. Cortines, John G. McDonald, and
Alonzo A. Crim as directors.

If you wish to vote for the election of directors
and withhold authority to vote for any of the
individual nominees, enter the name(s) of such
nominee(s) below.

...................................................

FOR WITHHOLD
[ ] [ ]

Item 2 - Proposal for the appointees of the undersigned to act, in their
discretion, upon such matters as may properly come before the meeting and as may
properly be voted upon by the holders of Common Stock.

Signature: ______________________

Date: ___________________________

Note: Please sign as name appears
hereon. Joint owners should
each sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.

<PAGE>
________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MAY 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-19860
------------------------

SCHOLASTIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

------------------------

<TABLE>
<S> <C>
DELAWARE 13-3385513
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

555 BROADWAY, NEW YORK, NEW YORK 10012
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 343-6100
------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

<TABLE>
<CAPTION>
TITLE OF CLASS NAME OF EXCHANGE ON WHICH REGISTERED
- ------------------------------------------------ ------------------------------------------------
<S> <C>
Common Stock, $.01 Par Value The NASDAQ Stock Market'sm' --
NASDAQ National Market'r'
</TABLE>

Indicate by check mark whether the Registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the Registrant's Voting Stock held by
non-affiliates was approximately $748,797,732 based on the average bid and asked
prices of the Common Stock on the National Association of Securities Dealers,
Inc., Automated Quotations -- National Market System on July 31, 1996.

On June 28, 1996, 828,100 shares of Class A Stock, par value $.01, and
15,048,540 shares of Common Stock, par value $.01, were outstanding exclusive of
treasury shares. The Class A Stock is convertible at the option of the holders
into shares of Common Stock at any time on a share-for-share basis.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the
Registrant's definitive proxy statement for the Annual Meeting of Stockholders
to be held September 17, 1996.

________________________________________________________________________________

<PAGE>
PART I

ITEM I. BUSINESS

Scholastic Corporation, together with its subsidiaries and affiliates
(collectively hereinafter referred to as 'Scholastic' or the 'Company'), is
among the leading publishers and distributors of children's books, classroom and
professional magazines, and other educational materials, with operations in the
United States, Canada, the United Kingdom, Australia, New Zealand, France and
Mexico. Scholastic distributes most of its products directly to children and
teachers in elementary and secondary schools. During its seventy-six years of
serving schools, Scholastic has developed strong name recognition associated
with quality and dedication to learning and has achieved a leading market
position in the school-based distribution of children's books and magazines.

The Company's domestic book publishing business consists primarily of the
publication and distribution of children's books in paperback editions through
school book clubs, school book fairs, trade distribution in retail stores and
classroom and library sales. Based on its market research, competitive
intelligence and information obtained through the conduct of its business, the
Company believes that it operates the largest school book club program and the
largest school book fair business in the United States. In fiscal 1996,
Scholastic sold in excess of 200 million children's books in the United States.
The Company's book publishing operations also include the publication of
supplementary texts for classroom use as well as professional books and other
materials sold to classroom teachers. Additionally, the Company entered the
market for core-curriculum materials and has been investing heavily in this area
as a source of future growth in sales and profits.

Scholastic's domestic magazine publishing business consists primarily of
the publication of classroom magazines distributed to children in school,
professional magazines directed to teachers and other education professionals
and consumer magazines. In fiscal 1996, the United States circulation of the
Company's classroom magazines was 7.1 million. The Company's other domestic
operations include the distribution of educational computer software, the
production and distribution of child and family-oriented video and television
programming, and the merchandising and licensing of book properties.

Most of the Company's domestic revenues are generated by targeted direct
mail programs to schools and by telephone sales representatives. Additionally,
the Company has a school sales force of full-time and part-time representatives
calling on schools to sell its supplementary texts, educational software and
library book programs, and its newly developed core-curriculum materials. For
trade distribution, the Company has a retail sales force calling on bookstores
and other retail outlets that include the sale of children's books.

The Company's international business consists of six operating
subsidiaries, four of which publish and distribute children's books, magazines,
supplementary text products, and educational software and two of which serve
primarily as distributors of children's books published by Scholastic as well as
outside publishers. For the year ended May 31, 1996, approximately 80% of
international revenues were derived from the sale of children's books.

The following table sets forth revenues by product line for the five fiscal
years ended May 31:

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
(AMOUNTS IN THOUSANDS)

<S> <C> <C> <C> <C> <C>
Domestic
Book publishing................................. $657,511 $516,827 $428,283 $361,282 $305,896
Magazine publishing............................. 81,595 84,027 72,964 66,661 64,037
Video and New Media............................. 39,795 19,491 17,998 17,550 15,762
International........................................ 149,698 129,546 112,345 106,784 103,650
-------- -------- -------- -------- --------
Total...................................... $928,599 $749,891 $631,590 $552,277 $489,345
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>

Scholastic's revenues have grown at an average annual compounded rate (the
'compounded growth rate') of approximately 17% from fiscal 1992 through fiscal
1996. This growth was driven primarily by

<PAGE>
Scholastic's domestic book publishing revenues which have yielded a compounded
growth rate of approximately 21%.

DOMESTIC BOOK PUBLISHING (71% OF REVENUES)

CHILDREN'S BOOK PUBLISHING

The Company has published books since 1948 and is one of the largest
English language publishers of children's books. The majority of children's
books sold by the Company are distributed in the United States and
internationally directly to children and teachers through its school-based clubs
and book fairs. The Company has created and maintained a long-standing franchise
in the educational market and in addition, has significantly expanded its trade
presence in recent years. As a result, Scholastic's domestic book publishing
revenues have more than doubled from fiscal 1992 through fiscal 1996.

The Company offers a broad range of quality children's literature. Many of
the books offered by the Company have received awards for excellence in
children's literature, including the Caldecott and the Newbery awards. The
Company obtains titles for sale in its distribution channels from three
principal sources. First, the Company publishes paperback and/or hardcover
editions of books written by outside authors under exclusive publication
agreements with the Company or written by the Company's editorial staff.

Scholastic generally owns rights to sell these original titles in all channels
of distribution including school and trade. The second source for titles
consists of paperback reprints of books originally published by other publishers
for which the Company acquires rights under license agreements to sell
exclusively in the school market. The third source for titles is from the
Company's purchase of finished books from other publishers to be sold in the
school market. The Company currently maintains a backlist (a list of titles
published as new titles in prior years) of over 5,000 titles.

All of the Company's books are manufactured by independent printers. The
printers generally are selected on a basis of competitive bidding, and the
Company when it deems it to be appropriate, enters into multi-year agreements
which guarantee printers a certain percentage of Scholastic volume in exchange
for favorable pricing terms. Scholastic purchases its paper from paper
manufacturers, wholesalers, distributors and printers.

The Company distributes its children's books principally through four
distribution channels: school book clubs, school book fairs, sales to classrooms
and libraries and trade distribution to retail bookstores. In the school market
the Company distributes books directly to teachers and students through school
book clubs (including continuity programs) and school book fairs. The Company
believes that it is the largest operator of school book clubs and school book
fairs in the United States. The Company also distributes books to the school
market through sales to classrooms and libraries. The fourth distribution
channel is sales to the trade market. The Company's trade channel has grown
significantly in recent years, with sales in fiscal 1996 up in excess of 60%
over fiscal 1995 and more than double the fiscal 1994 level. By utilizing these
distribution channels and distributing its products internationally, the
Company's volumes permit it to realize economies in book production and
distribution. The Company believes its multiple distribution channels and
volumes help attract top quality authors, editors, illustrators and publishers
seeking widespread distribution in both the specialized school market and the
trade market.

BOOK CLUBS

In fiscal 1996, the Company operated ten school-based book clubs:
Firefly'r', serving pre-kindergarten and kindergarten students; SeeSaw'r',
serving kindergarten and first grade students ('K-1' grades); two Carnival'r'
clubs, one serving students in kindergarten through second grade and the other
serving third through sixth grade students; Lucky Book Club'r', serving second
and third grade students; Arrow Book Club'r', serving fourth through sixth grade
students and TAB Book Club'r', serving sixth, seventh and eighth grade students.
As of January 23, 1996, the Company acquired and began running three Trumpet
clubs, which together serve pre-K through sixth grade students. In addition, the
Company creates special theme based offers targeted to the different grade
levels during the year, e.g. -- holiday offers, science offers, curriculum
offers, Spanish offers etc. The Company also operates Fun-Tastic-At-Home!, The
Baby-sitters Collector Club, and The Baby-sitters Little Sister Friendship Club,

<PAGE>
Thrills & Chills, Clifford's Learning Library, Hello Reader, Box Car, Thriller,
The Magic School Bus and Laugh Attack, which are book club continuity programs
promoted primarily through schools, which deliver paperback books to children at
home and bill parents at home.

The Company founded its first book club in 1948 and believes that it
currently operates the largest school book club program in the United States.
The Company estimates that over 80% of all elementary school teachers in the
United States participate in book clubs, with more than 75% of these teachers
using Scholastic book clubs sometime during the year. Domestic book club
revenues have grown in recent years, primarily as a result of the expansion of
book club continuity programs, volume increases in its school-based book clubs,
the purchase of additional clubs, increases in special book club offers, and to
a lesser degree, because of inflation-related price increases and the selection
by children of higher-priced items.

The Company believes that teachers participate in school book clubs because
they feel that quality books at affordable prices will be of interest to
students and improve students' reading skills. The Company also believes
teachers are attracted because the book clubs offer easy access to a broad range
of books. The Company mails promotional pieces containing order forms to
teachers in the vast majority of the pre-K through eighth grade classrooms in
the United States on a monthly basis throughout the school year. Participation
in any month does not create an obligation to participate in any subsequent
month, nor does it preclude participation in a competitor's book club.

Teachers who wish to participate in a book club distribute the order forms
to their students, who may choose from approximately 40 to 50 selections at
substantial reductions from retail prices. The teacher consolidates the
students' orders and payments and mails or phones them to the Company, which
then delivers the books to the teacher for distribution to the students.
Teachers who participate in the book clubs may accumulate credits for the
purchase of additional books and other items primarily for use in their
classrooms.

The sources of books for the Company's school book clubs are reprints
licensed from other publishers for school distribution, original publications
and finished books purchased from other publishers. The Company generally
re-offers titles from its backlist through the book clubs every two or three
years.

The Company processes and fulfills most orders for its book clubs, as well
as for its other school sales (except book fairs) and trade distribution, from
its warehouse and distribution facility in Jefferson City, Missouri. Orders for
the book clubs are shipped to customers by Roadway Package System, United Parcel
Service and U.S. Mail and generally are delivered within 14 days from when the
teacher places the order in the mail.

The Jefferson City facility has an automated inventory picking and order
processing system which allows the Company to provide a high level of customer
service and timely delivery to its customers. Customer service representatives
are also available to handle customer inquiries and expedite shipments.

In its book club business, the Company competes on the basis of book
selection, price, promotion and customer service. The Company believes that its
broad selection of titles, many of which are distributed in this channel
exclusively by Scholastic, combined with low unit manufacturing costs and its
large number of promotion mailings, enable the Company to compete effectively.

BOOK FAIRS

The Company believes it operates the largest school book fair business in
the United States. The Company entered the book fair business in 1981 through an
acquisition in California. In 1983, the Company became a national book fair
operator as a result of its acquisition of Great American Book Fairs'r'. Since
that time, the Company has grown its book fair business primarily through
geographic expansion, selected acquisitions and increased penetration of its
existing markets. The Company operates book fairs in all 50 states under the
name Scholastic Book Fairs.

Book fairs are generally one week-long events conducted on school premises
and sponsored by school librarians and/or parent-teacher organizations. Book
fair events expose children to hundreds of

<PAGE>
new books and allow children the opportunity to purchase books of their choice.
Although the Company provides the school with the books and book display cases,
the school actually conducts the book fair. The Company believes that the
primary motivation of the schools is to provide their students with quality
books at reasonable prices in order to help them become more interested in
reading. In addition, the schools retain a portion of book fair sale proceeds to
be used to purchase books, supplies and equipment for the school.

In fiscal 1994, the Company launched a new class of fairs called Scholastic
Books on Tour'r'. This program features an expanded list of titles supported by
exciting merchandise displays and book character costumes designed to create a
dynamic Book Fair event open to the entire family.

Over two-thirds of all titles offered in the Company's book fairs are
licensed reprints or are purchased directly from other publishers.

The Company operates its book fairs in the United States on a regional
basis through 15 sales offices and 73 warehouse locations. The marketing of book
fairs is performed from the sales offices by telephone sales representatives.
The Company's books and display cases are delivered to schools from the
Company's warehouses by a fleet of leased vehicles. The Company's customer
service function is performed from the regional and branch offices, supported by
field service representatives.

The Company believes that its competitive advantages in the book fair
business includes the strength of the relationship between its sales
representatives and schools, broad geographic coverage, a high level of customer
service and breadth of product selection. Approximately 90% of the schools that

sponsored a Scholastic Book Fair in fiscal 1995 sponsored a Scholastic Book Fair
again in fiscal 1996.

TRADE

The Company distributes its original publications through the trade
distribution channel. Almost all of the titles distributed to the trade market
are also offered in the Company's school book clubs and book fairs. In the
Company's publishing program, over 2,000 titles are maintained for trade
distribution, including the popular Goosebumps'r', The Baby-sitters Club'r', The
Magic School Bus'r', and Clifford The Big Red Dog'r' series. The Company
believes that its increased presence in the trade market is important in
attracting outside authors for publication and complements the Company's
school-based book distribution businesses.

The Company has a field sales organization which focuses on selling the
broad range of Scholastic books to book store accounts. Penguin USA performs
invoicing, billing and collections for Scholastic in connection with trade
distribution.

The Company's sales in the trade market are led by the highly successful
Goosebumps'r' series, with 68 titles and 150 million copies in print, and The
Baby-sitters Club'r' series, with 245 titles published and 149 million copies in
print. Another Scholastic-developed property that also generates significant
sales is The Magic School Bus'r' series with 23 titles published and 24 million
copies in print. Series such as I Spy'tm', Clifford The Big Red Dog'r' and Hello
Reader'r' continue to anchor the successful Cartwheel Books'r' imprint. The
Scholastic Children's Dictionary is being published in the Summer of 1996 and
will greatly enhance the reference line which already includes successful series
such as First Discovery and Voyages of Discovery. The Blue Sky Press'r' and
Scholastic Press'r' imprints have attracted some of the best talents in
children's publishing, including Eve Bunting, Leo and Diane Dillon, Virginia
Hamilton, Barry Moser, Walter Dean Myers, Dav Pilkey, Cynthia Rylant, Mark
Teague, Nancy Willard and Ed Young.

CLASSROOM AND LIBRARY SALES

Many elementary school teachers use paperback books in conjunction with
basal textbooks to teach reading and other subjects. In addition to offering
book clubs and book fairs, Scholastic serves this need by offering individual
titles and collections of paperback books for classrooms and school libraries.
In fiscal 1996, approximately two-thirds of the school districts in the United
States ordered books and collections from the Company. The majority of the
titles sold directly to school classrooms and libraries are the same as those
offered through the Company's book clubs and book fairs.

<PAGE>
The purchase of individual titles and book collections are generally funded
by school budgets. Classrooms and libraries may order directly through catalogs
mailed to the schools and through the Company's school sales force. Processing

and fulfillment of these orders are handled in the Jefferson City distribution
center.

INSTRUCTIONAL PUBLISHING

The Instructional Publishing group develops and distributes instructional
materials (both supplemental and core-curriculum programs) directly to schools
in addition to managing classroom and library sales of children's books through
the Company's school sales force. Based on industry research, the Company
believes that the K-6 market for instuctional material in such areas as language
arts, math, science, social studies, health, etc. is in excess of $2.0 billion
annually.

Publishing for the K-6 market is being affected by a number of factors,
including the shift toward skill-based instruction balanced with the philosophy
of literature-based instruction (the teaching of reading and other subjects
utilizing whole books such as trade or paperback books) and the increasing role
of teachers in selecting materials for use in the classroom. Additionally, there
is increasing flexibility in 'adoption' states, where state boards approve or
'list' instructional materials that local school boards, individual schools and
teachers can purchase. In these states, the state boards are listing a greater
number of instructional materials, thereby giving the local school boards,
individual schools and teachers a wider range of instructional materials from
which to select.

The Company believes that these changes provide an opportunity to
substantially expand its presence in the instructional materials market. To
capitalize on this opportunity, the Company's strategies are the following:
publish multimedia programs which provide schools with innovative alternatives
to programs offered by other publishers; concentrate its publishing in the K-6
grade market, which is the largest part of the market; focus its publishing in
language arts and science where the Company has successful book and magazine
publishing programs; use existing books and magazines from other Scholastic
publishing groups; and cross-market its new programs to the more than one
million teachers who currently participate in Scholastic's book clubs and use
its magazines. To implement these strategies, the Company has expanded its
marketing and editorial staff and is investing in training and expanding its
school sales force.

Pursuant to this strategy, the Company completed the publication of
Scholastic Literacy Place'r' its K-6 reading program, and Solares'tm', a Spanish
elementary reading program. The Company is pleased with the market reaction to
Scholastic Literacy Place'r', especially in Florida and certain midwestern
states. The program is also being submitted for adoption in California, the
single largest adoption market, and several other states. The Company is
confident the program meets the curriculum requirements for California and those
other states.

In fiscal 1996, the Company also completed a revision and update of its
popular K-6 grade science program, Scholastic Science Place'r'. Sales of
Scholastic Science Place in Kentucky, Alabama and other states were strong. The
Company expects continued success in open terrritory states with the updated
program as it plans the publication of the second edition of Scholastic Science
Place.

The Company expanded Wiggleworks'r', its standard-setting CD-ROM based
beginning literacy program, to include a Windows'r' version, in addition to the
popular Macintosh-based product. Also, a network version will be ready for
shipment in fiscal 1997.

The Early Childhood publishing division's, The Early Childhood
Workshop'tm', a pre-kindergarten and kindergarten core-curriculum program, was
successfully sold in Texas primarily in the Company's first quarter of fiscal
1996, garnering approximately two-thirds of the market. The total spending on
prepublication costs relating to these core-curriculum programs in early
childhood, reading, language arts, science, technology and math has been
approximately $100.0 million from fiscal 1991 to fiscal 1996.

In the fourth quarter of fiscal 1996, the Company recorded a charge for
programs that did not meet market needs or are being deemphasized. This charge
consisted of the unamortized prepublication and inventory costs of the Company's
K-2 math program and several older supplemental instructional programs.

<PAGE>
MAGAZINE PUBLISHING (9% OF REVENUES)

GENERAL

Scholastic complements its school-based book publishing business with the
publication of classroom magazines, which are used as supplementary educational
materials, and professional magazines, directed at teachers and education
professionals. Most of the Company's classroom and professional magazines carry
the Scholastic name, which reinforces the Company's widely recognized
educational reputation with students, teachers and school administrators. The
Company's reputation for publishing quality magazines, maintaining an extensive
magazine mailing list and having a large customer base of teachers helps
generate customers for its book clubs and other Scholastic products as well as
its magazines. At the same time, the Company uses its book club mailings to help
secure additional circulation for its classroom and professional magazines. The
Company also publishes two consumer magazines for small business and home office
professionals and a magazine for parents of children in pre-K and Kindergarten
classes.

CLASSROOM MAGAZINES

The Company's 34 classroom magazines are designed to encourage students to
read and to supplement the formal learning program by bringing subjects of
current interest into the classroom. The subjects covered include English,
reading, literature, math, science, current events, social studies and foreign
languages. The most well known of the Company's U.S. magazines are Scholastic
News'r' and Junior Scholastic'r'.

The Company's classroom magazine circulation in the United States for
fiscal 1996 was 7.1 million. Approximately two-thirds of the circulation is in

the K-6 grades, with the balance in grades seven through twelve. In fiscal 1996,
teachers in approximately 60% of the elementary schools and 70% of the high
schools in the United States used the Company's classroom magazines.

The various classroom magazines are distributed on a weekly, bi-weekly or
monthly basis during the school year. A majority of circulation revenue is paid
for by the schools and the remainder by students. Circulation revenue accounted
for approximately two-thirds of the Company's classroom magazine revenues in
fiscal 1996. Several of the magazines distributed in secondary schools carry
advertising.

The Company markets its classroom magazines largely by direct mail and
telephone sales representatives. The Company maintains an extensive database of
teachers and schools which it utilizes for promotional efforts. The order
processing for classroom magazines is conducted at the Company's Jefferson City
facility.

Additionally, the Company develops and distributes customized marketing
programs sponsored by major corporations, government agencies and other
organizations which want to reach young people and educators. Customized
programs may include single-sponsor magazines, posters, teaching guides,
integrated teaching kits, educational videos and other promotional media. In
fiscal 1996, the Company developed programs for the United States Department of
Agriculture, Discover Card Services, Inc., Fuji Photo Film USA, NYNEX
Corporation, the Michael Jordan Foundation, Paramount Pictures Inc. and AT&T.

PROFESSIONAL PUBLISHING AND EARLY CHILDHOOD PUBLISHING

The Company publishes four magazines directed at teachers and educational
professionals: Instructor'tm', Early Childhood Today'tm', Electronic Learning'r'
and Scholastic Coach. Total circulation for these magazines in fiscal 1996 was
in excess of 400,000. The magazines are distributed throughout the academic
year. Subscriptions are solicited by direct mail to teachers and subscriptions
are cross-marketed to teachers through the book clubs. The Company also
publishes Scholastic Parent and Child 'r' magazine, which is directed at parents
and distributed through schools and day care programs. Scholastic Parent and
Child's circulation is approximately 1.0 million. The magazines carry outside
advertising, advertising for the Company's other products and advertising for
clients that sponsor customized programs. Sponsors include Microsoft Corp.,
Apple Computer, Viacom International Inc., General Mills, Inc., Disney and the
Chrysler Corporation. In fiscal 1996, advertising revenue represented the
majority of the professional publishing and early childhood magazine revenues.

<PAGE>
The professional publishing division also publishes professional books and
continuity programs consisting of instructional materials designed for and
generally purchased by teachers. Professional books are marketed through
Scholastic book clubs, catalogs, direct mail solicitations and by the Company's
trade sales force to teacher stores and book stores. The early childhood
division also publishes children's books and a pre-K and kindergarten curriculum

program, The Early Childhood Workshop. In fiscal 1996, sales of The Early
Childhood Workshop represented approximately two-thirds of the market share in
the Texas state adoption, producing revenues of approximately $20.0 million.
Revenues from these items are included in domestic book publishing revenues.

SCHOLASTIC SOHO GROUP

In 1983, the Company introduced a national consumer magazine, now called
Home Office Computing'r'. In its 13th year, Home Office Computing is a leading
magazine for technology reliant home office professionals. In recognition of the
magazine's rapidly expanding franchise as the leading publisher for the small
office and home office ('SOHO') market, the Company reorganized this business as
the SOHO group. In fiscal 1996, the group launched a sister publication entitled
Small Business Computing'tm'. This new offering, combined with the growth of
custom publishing, is expected to result in higher revenues for the SOHO group
in fiscal 1997. With combined circulation of 560,000, both magazines attract
companies such as America Online, Epson, IBM, Microsoft Corp. and Hewlett
Packard, among others, as its principal advertisers. In fiscal 1996, the SOHO
group carried 890 pages of advertising. The group also provides specialized
newsletters and books. It also has a presence on America Online and the World
Wide Web and sells sponsorships for both sites.

VIDEO AND NEW MEDIA (4% OF REVENUES)

FILMED ENTERTAINMENT AND MARKETING AND CONSUMER PRODUCTS

Scholastic Productions, Inc. ('SPI'), a wholly-owned subsidiary of the
Company, extends the Company's franchises worldwide by developing and producing
quality children's programming for distribution in multimedia formats. In
addition, SPI licenses and develops products originated by third parties. SPI
orchestrates consumer marketing campaigns and manages the licensing of consumer
products and promotions for each franchise. SPI is also responsible for the
selection of video cassettes sold through the book clubs and for sales of books
and other products through non-traditional channels.

In fiscal 1996, the SPI-produced The Magic School Bus'tm' ('MSB')
television series aired its second season on PBS and completed production of an
additional 13 episodes for the third season. Thirteen additional episodes will
be produced in fiscal 1997, bringing the series total to 52. The series will air
daily in fall 1996. MSB, which has won numerous awards including an Emmy for
Lily Tomlin, is the most popular series for school-aged children on PBS. In
November 1995, SPI launched the Traveling Magic School Bus, an actual recreation
of the bus from the book and animated series, which through April 1996 has
traveled around the country visiting over 50 schools, libraries, retail stores
and book fairs, reaching nearly 250,000 fans. In addition to the continuation of
the domestic marketing and consumer products program for MSB, SPI initiated an
international licensing program during fiscal 1996 in conjunction with
independent licensing agents in the United Kingdom, Italy, Germany and France.
The series' television rights have been licensed in all major international
territories by Nelvana Ltd., Scholastic's international distributor. Warner Home
Video successfully continued to release the episodes of the first two seasons
domestically on video cassette. SPI co-produced its third and fourth in a series
of MSB CD-ROM's with Microsoft Corporation on Oceans and Geology. All MSB
CD-ROM's are in the top 20 best-selling titles for children.

In October 1995, the SPI-produced Goosebumps'r' TV series premiered with a
one-hour special on the Fox Children's Network ('FCN'). The first 13 episodes of
Goosebumps aired this fiscal year and was rated the #1 children's series on
television. The inaugural video cassette released by Fox Home Video in March
1996, the premiere one-hour prime time special, 'The Haunted Mask', was on the
list of top-selling videos when initially released. An additional 17 episodes
and four one hour specials have been ordered by FCN; two of the specials aired
in fiscal 1996, with the balance to air during the 1996/1997 broadcast year. The
success of the TV series has helped launch a very successful Goosebumps
marketing and consumer products program. There are currently 33 Goosebumps
licensees producing

<PAGE>
over 1,000 different products. In addition, during fiscal 1996, SPI was able to
secure major domestic promotional campaigns with General Mills and Kraft. Major
domestic consumer promotions planned for fiscal 1997 include four divisions of
PepsiCo (Taco Bell, Frito Lay, Pepsi and Pizza Hut), as well as the Hershey
Corporation. Saban International, on behalf of FCN, is currently licensing
Goosebumps TV rights internationally. During fiscal 1997, Goosebumps marketing
and consumer products programs will launch internationally in Australia, New
Zealand, the United Kingdom, Germany and Canada. The first Goosebumps CD-ROM is
expected to be released by DreamWorks SKG, in conjunction with their partner
Microsoft Corporation, during fiscal 1997.

Other Scholastic franchises in development for potential multimedia
exploitation include Animorphs'tm', one of the Company's new children's book
series. SPI also has a variety of original children's and family oriented
projects in development as the basis of future programming opportunities.

During fiscal 1996, SPI-produced properties, including The Magic School Bus
and Goosebumps TV series episodes, as well as the feature films Indian in the
Cupboard and The Baby-sitters Club, generated strong video cassette sales
through Scholastic's Book Clubs. Book sales through non-traditional channels
increased as a result of strong merchandising placement for the Company's
franchises in retail accounts as well as promotional premium book opportunities
working cooperatively with SPI's marketing group. These book revenues are
included in domestic book publishing revenues.

TECHNOLOGY AND NEW MEDIA

In fiscal 1994, the Company created a technology and new media division.
The mission of this division is threefold: (1) publish and sell educational
software and multimedia products to schools and homes; (2) support other
Scholastic divisions' technology efforts (including the creation and integration
of technology components into the Instructional Publishing group's
core-curriculum materials); and (3) explore and develop opportunities in
telecommunications and interactive networks, including the Scholastic
Network'tm', which is available to educators via America Online and the
Internet, as well as Internet-based applications for delivery of Scholastic

products and services.

The Company has published educational computer software since 1982, which
is sold to schools by sales representatives, catalog and other direct marketing
methods and educational distributors serving the school market. The Company also
sells consumer software through book clubs and, since 1991, has also sold
software through a classroom software club modeled after its classroom book
clubs. In fiscal 1997, the Company will launch a second software club aimed at
younger children. The Company acquires software for distribution in all of these
channels through a combination of licensing, internal development, contracting
with independent software developers and third-party distribution arrangements.

In fiscal 1994, the Company launched, through a special arrangement with
America Online, the Scholastic Network'tm', the first online service developed
especially for educators and students. It offers compelling in-class experiences
for the kindergarten through twelfth grade market and will be available on the
Internet in fiscal 1997. Also in fiscal 1994, the Company initiated a corporate
presence on the Internet with a home page on the World Wide Web. Scholastic.com
provides users of the World Wide Web with an overview of the Company's
activities, resource libraries for educators, an education store and special
programming tied to Scholastic Network's content. In fiscal 1997, the Scholastic
Network'tm' will be part of Scholastic.com as a paid service.

Scholastic increased its video presence with the acquisition in fiscal 1996
of Weston Woods Studios, Inc., a producer of award-winning videos of animated
versions of children's books.

Revenues from video and new media group in the aggregate have historically
been less than 5% of the Company's revenues and profitability has been marginal.
The Scholastic Network'tm' has generated a loss since its launch in fiscal 1994.

INTERNATIONAL (16% OF REVENUES)

Scholastic conducts its international operations through six wholly-owned
subsidiaries located in Canada, Australia, the United Kingdom, New Zealand,
France and Mexico. The operations in France and Mexico are tests of school-based
distribution in these countries while the Company's other

<PAGE>
subsidiaries publish and distribute children's books, magazines, supplementary
text products and educational software. In fiscal 1996, approximately 80% of
international revenues were derived from the sale of children's books.

The Company markets its products internationally in the same manner as in
the United States and, therefore, markets primarily to schools through book
clubs and book fairs. Although book clubs account for the largest share of
international revenues, book fairs and the trade market have grown rapidly in
recent years.

Each subsidiary is responsible for its own editorial, production, sales and

fulfillment operations. The Canadian subsidiary distributes a substantial
percentage of United States originated Scholastic books, whereas the United
Kingdom subsidiary distributes very few. Scholastic products that were
originated in the United States account for approximately 40% of Australia's and
New Zealand's lines of children's books.

In fiscal 1996, the Company acquired School Book Fairs Ltd. ('School Book
Fairs'), the United Kingdom subsidiary of Pages Inc. The Company is in the
process of integrating School Book Fairs with its own school book fair business,
Scholastic Book Fairs, to form a single operating unit while continuing to
market the two separate and competitive book fair brands.

In fiscal 1994, the Company purchased the United Kingdom based Mary Glasgow
Publications, a publisher of foreign language and English language reading
magazines which are distributed throughout Europe and North America.
Scholastic's domestic classroom magazine division distributes these foreign
language magazines in the United States and Scholastic's Canadian subsidiary
markets these in Canada.

COMPETITION

The domestic market for educational materials is highly competitive.
Competition is based on the quality and range of educational materials made
available, price, promotion and customer service. There are many competitors in
the domestic educational materials market, including one other national school
book club operator, two other national school book fair operators (together with
smaller regional operators, including local bookstores), numerous other
paperback book, textbook and supplementary text publishers, national publishers
of classroom, professional and personal computer magazines with substantial
circulation, producers of programming, and publishers of computer software.
Competition may increase further to the extent that other entities enter the
market and to the extent that current competitors or new competitors develop and
introduce new educational materials that compete directly with the educational
materials distributed by the Company.

The Company also has numerous competitors in each of the foreign countries
in which it conducts business.

EMPLOYEES

As of May 31, 1996, Scholastic employed approximately 3,800 persons in
full-time jobs and 650 in hourly or part-time jobs in the United States and
approximately 1,000 persons in its international subsidiaries. The number of
part-time employees fluctuates during the year because the Company's business is
closely correlated with the school year. The Company believes that its relations
with employees are good.

The name 'Scholastic' is a registered trademark in the United States and in
countries where the Company has international subsidiaries. The Company has also
registered in the United States the names of each of its major domestic book
clubs, the titles of its major magazines and the names of all of its
core-curriculum programs. The Company's international subsidiaries have also

registered some names of their respective book clubs and magazines. Although
individual book titles are not subject to trademark protection, the Company has
registered the names of certain series, such as The Baby-sitters Club'r' and The
Magic School Bus'r'.

All of the Company's publications, including books, magazines and software,
are subject to copyright protection. Copyright and trademark infringement is
vigorously defended by the Company and, as necessary, outside counsel may be
retained to assist in such protection.

<PAGE>
ITEM 2. PROPERTIES

The principal facilities of the Company are as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
LOCATION USE SIZE OWNED/LEASED
<S> <C> <C> <C>
UNITED STATES

New York, New York Offices 418,924 sq. ft. Leased

Jefferson City, Missouri Office and warehouses 1,257,262 sq. ft. Owned

Des Plaines, Illinois Warehouse 127,800 sq. ft. Leased

Anaheim, California Office and warehouse 64,570 sq. ft. Leased

Monroe, Connecticut Office and warehouse 50,000 sq. ft. Leased

Lake Mary, Florida Office and warehouse 45,000 sq. ft. Owned
Land only 4.2 acres Owned

Longwood, Florida Office and warehouse 42,000 sq. ft. Owned

Elk Grove, Illinois Office and warehouse 39,416 sq. ft. Leased

Lyndhurst, New Jersey Accounting and information 30,510 sq. ft. Leased
processing center

Boone County, Missouri Office and warehouse 15,000 sq. ft. Owned

San Diego, California Office and warehouse 10,104 sq. ft. Leased

Tempe, Arizona Office and warehouse 8,584 sq. ft. Leased

Norwalk, Connecticut Warehouse 6,385 sq. ft. Leased

Weston, Connecticut Office 5,882 sq. ft. Owned

Bartlett, Tennessee Office and warehouse 5,550 sq. ft. Leased

INTERNATIONAL

Gosford, N.S.W., Australia Office and warehouses 119,007 sq. ft. Owned
Land only 10 acres Owned

Victoria, Australia Land and residence 24 acres Owned

Somersby, N.S.W., Australia Land only 17 acres Owned

Lindfield, Australia Office 12,411 sq. ft. Leased

Richmond Hill, Ontario,
Canada Office and warehouse 85,364 sq. ft. Owned
Office and warehouse 108,302 sq. ft. Leased
Land only 5 acres Owned

Southam, England Office and warehouse 51,500 sq. ft. Owned
Warehouse 48,851 sq. ft. Leased

Christchurch, England Office and Warehouse 33,792 sq. ft. Leased

Leamington Spa, England Office 23,358 sq. ft. Leased

London, England Office 9,230 sq. ft. Leased

Sussex, England Warehouse 7,420 sq. ft. Leased

Somerset, England Warehouse 6,630 sq. ft. Leased

Paris, France Warehouse 4,779 sq. ft. Leased

Mexico City, Mexico Office and warehouse 6,466 sq. ft. Leased

Auckland, New Zealand Office and warehouse 39,197 sq. ft. Leased
</TABLE>

<PAGE>
In addition to the facilities listed, the Company's book fairs lease
various regional warehouse locations in the United States comprising 715,314
square feet in total. The Company also owns or leases other smaller facilities
and property in the United States, Canada, Australia, the United Kingdom, New
Zealand and France. Management believes that these facilities are adequate and
suitable for the Company's current needs.

See Note 5 -- 'Commitments' in the Notes to Consolidated Financial
Statements for information concerning the Company's obligations under all

leases.

ITEM 3. LEGAL PROCEEDINGS

A number of lawsuits and administrative proceedings which have arisen in
the ordinary course of business are pending or threatened against the Company.
The Company believes there are meritorious defenses to substantially all such
claims.

From time to time the Company is involved in proceedings with states
seeking to collect sales and use taxes, for which the Company accrues a reserve
it believes to be adequate.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the holders of the Company's Common
Stock during the last quarter of its fiscal year ended May 31, 1996.

<PAGE>
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's Common Stock is traded on the Nasdaq National Market'r'
system under the symbol SCHL. Class A Stock is convertible into Common Stock on
a share-for-share basis. The table below sets forth, for the periods indicated,
the quarterly and one year high and low selling prices on the Nasdaq'r'-Nasdaq
National Market'r' system for the Company's Common Stock.

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
---------------------------------------------------------------
1996 1995
----------------------------- -----------------------------
HIGH LOW HIGH LOW
------------ ------------ ------------ ------------

<S> <C> <C> <C> <C>
First Quarter............................................. 66 3/4 52 1/4 46 1/2 35 1/2

Second Quarter............................................ 71 58 3/4 50 45

Third Quarter............................................. 78 3/4 65 3/4 53 3/4 45 3/4

Fourth Quarter............................................ 73 3/4 60 57 49 3/4

Year...................................................... 78 3/4 52 1/4 57 35 1/2
</TABLE>

The Company has not paid any dividends since its initial public offering
and has no current plans to pay any dividends on its Common Stock and Class A
Stock. In addition, certain of the Company's credit facilities restrict payments
of dividends. See Note 4 of the Notes to Consolidated Financial Statements.

The approximate number of holders of Class A and Common Stock as of June
30, 1996 were 3 and 6,000, respectively.

On August 18, 1995, the Company sold $110.0 million of 5.0% Convertible
Subordinated Debentures due August 15, 2005 (the 'Debentures') under Regulation
S and Rule 144A of the Securities Act of 1933. The Debentures are listed on the
Luxembourg Stock Exchange and the Debentures offered pursuant to Rule 144A are
designated for trading in the Portal system of the National Association of
Securities Dealers, Inc. See Note 4 of the Notes to Consolidated Financial
Statements.

<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

Years ended May 31 (Amounts in thousands except per share data)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Total revenues................................. $928,599 $749,891 $631,590 $552,277 $489,345
Cost of goods sold............................. 466,030 355,968 297,069 265,675 236,032
Selling, general and administrative expenses... 367,376 316,263 271,354 231,736 203,903
Other operating costs:
Goodwill, Trademarks, and License
amortization and depreciation........... 13,054 10,010 7,603 5,808 6,134
Impairment of assets...................... 24,304(1) -- -- -- --
Other charges............................. -- -- -- -- 10,291(2)
Operating income............................... 57,835 67,650 55,564 49,058 32,985
Interest expense, net.......................... 11,170 5,395 2,856 2,259 11,408
Net income..................................... 31,897(3) 38,578 24,794(4) 28,104 12,953
Net income per share -- fully diluted.......... $1.97(3) $2.37 $1.53(4) $1.75 $1.05
Weighted average shares outstanding -- fully
diluted...................................... 17,341 16,286 16,155 16,430 13,329

BALANCE SHEET DATA (END OF YEAR):
Working capital................................ $177,082 $136,775 $100,297 $ 62,997 $ 64,513
Total assets................................... 673,166 505,864 390,040 263,191 226,043
Long-term debt................................. 186,810 91,518 39,605 3,261 23,387
Stockholders' equity........................... 288,647 250,213 205,832 153,493 111,707
</TABLE>

(1) Fiscal 1996 includes a non-cash charge relating to the impairment of certain
assets of $24,304. A significant portion of this charge was determined in
connection with the Company's early adoption of Statement of Financial
Accounting Standards No. 121, which requires an evaluation of the
realization of long-lived asset carrying values. This charge consists of the
unamortized prepublication ($10,809) and inventory ($13,495) costs of the
Company's K-2 math program, several older supplemental instructional
publishing programs and other selected titles. The fully diluted impact of
the charge is $0.88 per share.

(2) Fiscal 1992 includes a provision for nonrecurring relocation charges of
$4,100 relating to the consolidation of the Company's New York staff and
includes a provision for a nonrecurring charge of $6,191, relating to the
restructuring of the Company's financial commitment for theatrical motion
picture productions. The combined fully diluted impact of these provisions
is $0.46 per share.

(3) Fiscal 1996 net income and net income per share-fully diluted excluding the
$24,304 non-cash charge would have been $46,801 and $2.85, respectively.

(4) Fiscal 1994 includes a provision for a nonrecurring charge of $8,135 (net of

tax) with a fully diluted impact of $0.51 per share relating to the
cumulative effect of changes in accounting principles due to the adoption of
financial accounting standards on postretirement benefits (other than
pensions), postemployment benefits and income taxes. Also included is a
$1,305 tax benefit to reflect the effect on net deferred income taxes
resulting from the increase in the federal tax rate from 34% to 35%.

<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and related Notes and Selected Financial
Data.

FISCAL 1996 COMPARED TO FISCAL 1995

Fiscal 1996 revenues increased approximately 24% from $749.9 million in
fiscal 1995 to $928.6 million in fiscal 1996.

Domestic book publishing revenues accounted for a majority of the Company's
revenues in both fiscal 1996 and fiscal 1995. Domestic book publishing revenues
increased 27% from $516.8 million in fiscal 1995 to $657.5 million in fiscal
1996. Book clubs (including continuity programs) accounted for 43% of domestic
book publishing sales in fiscal 1996. Book club revenues increased approximately
12% over fiscal 1995 primarily as a result of the growth and expansion of the
book club continuity programs and the purchase of Trumpet book clubs. The trade
or retail based distribution channel accounted for 21% of domestic book
publishing sales in fiscal 1996. It led the increase in domestic book publishing
by recording more than 60% growth in fiscal 1996 over fiscal 1995. This growth
reflects the continued success of the Company's series publishing, particularly
the Goosebumps book series. Book fairs accounted for approximately 19% of
domestic book publishing sales in fiscal 1996 and generated sales growth in
excess of 20%, as a result of an increased number of fairs held and an increase
in the average revenue generated per fair. Also included in domestic book
publishing revenues are sales of instructional materials to schools.
Instructional publishing sales accounted for approximately 13% of domestic book
publishing revenues in fiscal 1996 and experienced a growth of 56% due largely
to the success of the Early Childhood Workshop sales recorded in the first
quarter of fiscal 1996 relating to the Texas adoption.

Domestic magazine publishing revenue decreased 3% from $84.0 million in
fiscal 1995 to $81.6 million in fiscal 1996. Domestic magazine publishing
revenues are comprised primarily of advertising revenues and circulation
revenues. A decrease in circulation revenues of $1.9 million from fiscal 1995
contributed to the majority of the decrease in domestic magazine publishing
revenue. The Company's SOHO group accounted for 25% of total domestic magazine
publishing revenues and had an increase of 16% from fiscal 1995 as a result of
increased advertising and custom publishing revenues.

Domestic video and new media revenues more than doubled from $19.5 million
in fiscal 1995 to $39.8 million in fiscal 1996. This revenue growth was led by
Scholastic Productions, Inc., due in a large part to the increase in television
programming, merchandising and licensing revenue of $13.8 million from fiscal
1995. The success of the Goosebumps and Magic School Bus television series were
major contributors to this increase.

International revenues grew by 16% in U.S. dollars from $129.5 million in
fiscal 1995 to $149.7 million in fiscal 1996. Sales increases in Canada, the
United Kingdom and Australia were fueled by strong trade sales. The United
Kingdom also showed an increase in book fair sales, in part due to the March
1996 acquisition of School Book Fairs Ltd.

Cost of goods sold increased 31% from $356.0 million in fiscal 1995 to
$466.0 million in fiscal 1996. Cost of goods sold as a percentage of revenues
increased from 47.5% in fiscal 1995 to 50% in fiscal 1996 primarily due to the
Company's sales mix, specifically the impact of trade sales growth, which has a
higher cost of sales than the Company's other channels. The major components of
cost of goods sold and their respective approximate percentage of total cost of
goods sold in fiscal 1996 were as follows: printing and binding (27%), paper
(19%), royalty expense (12%) and editorial expense (10%). The balance of cost of
goods sold includes amortization of prepublication costs, shipping and labor,
delivery charges and other manufacturing costs.

Selling, general and administrative expenses increased by 16%, from $316.3
million in fiscal 1995 to $367.4 million in fiscal 1996, due to volume increases
in trade and increased costs associated with the launch of Scholastic Literacy
Place. Selling, general and administrative expenses decreased as a percentage of
revenues due to sales mix, specifically the impact of trade sales growth, which
has lower selling, general and administrative expenses than the Company's other
channels (42% in fiscal 1995 and 40% in fiscal 1996). Marketing and promotion
costs, which include the costs of catalogs, direct mail,

<PAGE>
book club kits, book club credits and advertising, constituted approximately 57%
of selling, general and administrative expenses in fiscal 1996 compared to 58%
in fiscal 1995. The balance of selling, general and administrative expenses is
comprised of facility-related costs, office equipment rentals, salary and salary
related expenses.

Other operating costs increased from $10.0 million in fiscal 1995 to $37.4
million in fiscal 1996. In the fourth quarter of fiscal 1996, the Company
incurred a non-cash charge related to the impairment of certain assets of $24.3
million. A significant portion of this charge was determined in connection with
the Company's early adoption of Statement of Financial Accounting Standards No.
121 (SFAS 121), 'Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of'. The charge consists of the unamortized
prepublication ($10.8 million) and inventory ($13.5 million) costs of the
Company's K-2 math program, several older supplemental instructional publishing
programs and other selected titles.

Operating income, excluding the fourth quarter charge of $24.3 million,
increased 21% from $67.7 million in fiscal 1995 to $82.1 million in fiscal 1996.
Operating income (excluding the charge) as a percentage of sales has remained
stable at approximately 9.0%. Operating income and profit margins for the
Company's international operations increased in fiscal 1996 compared to fiscal
1995 due to growth in the Australian, United Kingdom and Canadian subsidiaries'
businesses.

Net interest expense increased from $5.4 million in fiscal 1995 to $11.2
million in fiscal 1996. This increase was attributable to higher debt levels in
part resulting from the August 18, 1995, issuance of $110.0 million of the
Debentures. During fiscal 1996 higher debt levels were necessary to fund working
capital growth arising from increased sales and changes in mix of sales. Higher
debt levels also helped fund various business acquisitions in fiscal 1996 which
totalled $32.1 million.

Earnings before provision for income taxes decreased 25% from $62.3 million
in fiscal 1995 to $46.7 million in fiscal 1996. Excluding the $24.3 million
charge, earnings would have increased approximately 14% from $62.3 million in
fiscal 1995 to $71.0 million in fiscal 1996.

Income tax expense decreased from $23.7 million in fiscal 1995 to $14.8
million in fiscal 1996. In fiscal 1996 and 1995, the Company's effective tax
rates were 31.6% and 38.0% of earnings before taxes, respectively. The decrease
in the effective tax rate is primarily due to the tax benefit realized from
charitable contributions, as well as the Company's utilization of foreign tax
credit carryforwards in fiscal 1996.

Net income decreased from $38.6 million in fiscal 1995 to $31.9 million in
fiscal 1996. The primary and fully diluted net income per Class A, Common and
Class A Share and Common Share Equivalents was $1.97 in each case in fiscal 1996
and $2.38 and $2.37, respectively, in fiscal 1995.

Excluding the effect of the fourth quarter charge relating to the
impairment of assets, fiscal 1996 net income and fully diluted earnings per
share would have been $46.8 million and $2.85, respectively.

FISCAL 1995 COMPARED TO FISCAL 1994

Revenues for fiscal 1995 totaled $749.9 million, an increase of
approximately 19% compared to fiscal 1994 revenues of $631.6 million.

Domestic book publishing revenues accounted for a majority of the Company's
revenues in both fiscal 1995 and 1994 and increased 21% from $428.3 million in
fiscal 1994 to $516.8 million in fiscal 1995. The increase in domestic book
publishing revenues resulted from double digit increases in book club, trade and
book fair revenues. The Company experienced increased volume in all of its
distribution channels for childrens books. Inflation-related price increases
also contributed, to a lesser extent, to the revenue increases. Book clubs
accounted for 49% of domestic book publishing sales. Growth in book clubs
resulted from additional teachers sponsoring Scholastic book clubs, the
expansion of book club continuity programs and, to a lesser degree, because of
inflation-related price increases and the selection by children of higher priced

items. Book fairs, the Company's second largest distribution channel, generated
sales growth in excess of 20% as a result of an increased number of fairs held
and an increase in the average revenue generated on a per fair basis. The trade
or retail based distribution channel recorded more than a 60% growth, primarily
due to the success of the Goosebumps book series. In

<PAGE>
addition, domestic book publishing revenues include the sales of instructional
materials to schools. Instructional publishing revenues remained virtually
unchanged from fiscal 1994.

Domestic magazine publishing revenues totaled $84.0 million in fiscal 1995
and were 15% greater than fiscal 1994 revenues of $73.0 million. Domestic
magazine publishing revenues are comprised primarily of advertising revenues and
circulation revenues. Advertising revenues increased 35% from fiscal 1994 to
$37.3 million in fiscal 1995. Circulation revenues remained virtually unchanged
from fiscal 1994. A substantial portion of the domestic magazine revenue growth
came from the Company's Home Office Computing magazine which experienced a 35%
revenue increase, in addition to the launch of the national 'Reading Together'
program created by the Company and sponsored by the Chrysler Corporation.

Domestic video and new media revenues increased 8% from fiscal 1994 to
$19.5 million in fiscal 1995.

International revenues grew by 15% in U.S. dollars from $112.3 million in
fiscal 1994 to $129.5 million in fiscal 1995. This revenue growth was led by
sales increases in Canada with strong trade sales in each of the other
subsidiaries combined with favorable currency translation.

Cost of goods sold increased 20% from $297.1 million in fiscal 1994 to
$356.0 million in fiscal 1995. Cost of goods sold as a percentage of revenues
increased slightly from 47% in fiscal 1994 to 47.5% in fiscal 1995 primarily due
to sales mix, specifically the impact of trade sales growth, which has a higher
cost of sales than the Company's other channels. The major components of cost of
goods sold and their respective approximate percentage of total cost of goods
sold in fiscal 1995 were as follows: printing and binding (30%), paper (18%),
royalty expense (11%), and editorial expenses (12%). The balance of cost of
goods sold includes amortization of prepublication costs, shipping and labor,
delivery charges, and other miscellaneous manufacturing costs. As a percentage
of total cost of goods sold, each of these components did not change
significantly from fiscal 1994.

Selling, general and administrative expenses increased by 17%, from $271.4
million in fiscal 1994 to $316.3 million in fiscal 1995 due to volume increases
in book clubs and trade and increased costs associated with the continued
expansion of the Company's instructional publishing business. Selling, general
and administrative expenses decreased as a percentage of revenues due to sales
mix (43% in fiscal 1994 and 42% in fiscal 1995). Marketing and promotion costs,
which include the costs of catalogs, direct mail, book club kits, book club
credits, and advertising, constituted approximately 58% of selling, general and

administrative expenses in both fiscal 1995 and in fiscal 1994. The balance of
selling, general and administrative expenses is comprised of facility-related
costs, office equipment rentals, salary, and salary-related expenses.

Other operating costs increased from $7.6 million in fiscal 1994 to $10.0
million in fiscal 1995. Other operating costs include the amortization of
intangible assets and depreciation.

Operating income increased 22% from $55.6 million in fiscal 1994 to $67.7
million in fiscal 1995. Operating income of the Company's domestic operations
improved in fiscal 1995 compared to fiscal 1994. Operating income profit margins
of domestic operations also improved reflecting significant growth in book
publishing margins and improvements in magazine publishing margins which more
than offset the increase in costs related to the instructional publishing
expansion. Operating income and profit margins for the Company's international
operations increased in fiscal 1995 compared to fiscal 1994 due to growth in the
Canadian subsidiary's businesses.

Net interest expense increased from $2.9 million in fiscal 1994 to $5.4
million in fiscal 1995. This increase was mostly attributable to higher debt
levels during fiscal 1995, which resulted from additional funding provided for
prepublication costs, capital expenditures, additional working capital to
support sales growth and, to a lesser extent, an increase in rates.

Earnings before provision for income taxes and the cumulative effect of
accounting changes increased 18% from $52.7 million in fiscal 1994 to $62.3
million in fiscal 1995.

Income tax expense increased from $19.8 million in fiscal 1994 to $23.7
million in fiscal 1995. Income tax expense for fiscal 1994 included a $1.3
million tax benefit to reflect the effect on net deferred income taxes resulting
from the increase in the federal tax rate from 34% to 35%. In fiscal

<PAGE>
1995 and fiscal 1994, the Company's effective tax rates were 38.0% and 37.5% of
earnings before taxes, excluding the cumulative effect of accounting changes,
respectively.

Earnings before cumulative effect of accounting changes increased from
$32.9 million in fiscal 1994 to $38.6 million in fiscal 1995. The primary and
fully diluted net income per Class A, Common, and Class A Share and Common Share
Equivalents (excluding cumulative effects of accounting changes) was $2.38 and
$2.37, respectively, and $2.04 in each case in fiscal 1994. During the first
quarter of fiscal 1994, the Company adopted financial accounting standards on
postretirement benefits (other than pensions), postemployment benefits and
income taxes. The cumulative effect of these accounting changes resulted in a
nonrecurring charge of $8.1 million, net of tax. Including the cumulative effect
of accounting changes previously mentioned, net income for fiscal 1994 was $24.8
million, or $1.53 per share.

SEASONALITY

The Company's book clubs, book fairs and most of its magazines operate on a
school-year basis, and the Company's business is, therefore, highly seasonal. As
a consequence, the Company's revenues in the first quarter of the fiscal year
are lower than its revenues in the following fiscal quarters, and the Company
experiences a substantial loss from operations in that quarter. Typically, book
club and book fair revenues are proportionately greatest in the second quarter
of the fiscal year. See Supplementary Financial Information in Item 8.

In the months of June, July and August, the Company experiences negative
cash flow due to the seasonality of the business. Historically, seasonal
borrowings increase during June, July and August, and generally peak in
September each year as a result of the Company's business cycle. Seasonal
reductions in debt levels in fiscal 1996 were more than offset by increases in
debt to fund (i) higher working capital levels resulting from revenue growth and
changes in business mix and (ii) business acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents remained virtually unchanged for
fiscal years 1996, 1995 and 1994. In each of these fiscal years, the net cash
used in investing activities was funded from cash provided by financing and
operating activities.

Net cash provided by operating activities in fiscal 1996, 1995 and 1994 was
$50.6 million, $28.5 million and $37.6 million, respectively. In each of these
fiscal years net cash provided by operating activities was derived from the net
income of the Company adjusted for the addback of non-cash charges offset by the
effect of increased working capital requirements resulting from both the
Company's higher revenue base and a change in business mix toward
receivable-based sales channels.

Cash outflows for investing activities were $154.4 million, $95.0 million
and $93.7 million for fiscal 1996, 1995 and 1994, respectively. Investing
activities primarily consist of prepublication and production cost expenditures,
business and trademark acquisition-related payments and payments for capital
expenditures and royalty advances. Prepublication cost expenditures in fiscal
1996 were $54.9 million, an increase of $9.6 million from $45.3 million in
fiscal 1995. The majority of this increase relates to the Company's expansion of
its instructional publishing activities through investing in the development of
a literacy program, expansion of the Company's science program and investment in
technology-related products. In fiscal 1997, the Company estimates that total
prepublication cost expenditures will approximate $43.0 million. Business and
trademark acquisition-related payments increased significantly in fiscal 1996.
Acquisition related expenditures of $32.1 million are primarily due to the
Company's acquisition of the assets of Trumpet Book Clubs, Inc., on January 23,
1996, the Company's acquisition of School Book Fairs Ltd., on March 6, 1996 and
the April 29, 1996 acquisition of all of the outstanding stock of Weston Woods
Studios, Inc. The Company's capital expenditures totalled $30.4 million in
fiscal 1996, $21.7 million in fiscal 1995 and $41.5 million in fiscal 1994. The
$8.7 million increase from fiscal 1995 to fiscal 1996 resulted primarily from
the Company's continued expansion of warehouse facilities and leasehold
improvements incurred as the Company continues to consolidate its corporate

headquarters in New York City. The $19.8 million decrease from fiscal 1994 to
fiscal 1995 was primarily due to the absence of construction costs incurred in
fiscal 1994 to complete the new corporate

<PAGE>
headquarters. The Company estimates that its capital expenditures will increase
approximately $12.0 million to approximately $42.0 million in fiscal 1997,
primarily due to the expansion of its corporate headquarters. Payments for
royalty advances increased $5.5 million in fiscal 1996 as a result of the
Company entering into more multi-book agreements and paying generally higher
advances in order to remain competitive in the children's book club and trade
publishing industry. The Company expects further increases in author advances as
it extends its series publishing strategy combined with the renewal of existing
series. Preproduction cost expenditures increased significantly from fiscal
1995. The $11.3 million increase resulted primarily from the Company's
development of The Magic School Bus'r' and Goosebumps'r' television series.

Increases in investing activities were funded by cash flows from operations
and through borrowings under the loan agreement, which the Company and
Scholastic Inc., as joint and several borrowers, entered into on May 27, 1992,
and which was last amended on May 1, 1996 (the 'Loan Agreement') and under the
revolving loan agreement, which the Company and Scholastic Inc., entered into on
June 19, 1995 with Sun Bank, National Association (the 'Revolver') and which was
last amended on August 14, 1996 to increase the maximum borrowing availability
by $15.0 million to $35.0 million. Both the Loan Agreement and the Revolver
expire May 31, 2000. On August 18, 1995 the Company sold $110.0 million of the
Debentures which bear interest at 5.0% and mature on August 15, 2005. The funds
received in connection with the issuance of the Debentures have also been a
primary source of the Company's liquidity. See Note 4 of the Notes to
Consolidated Financial Statements for additional information on the Loan
Agreement, the Revolver and the Debentures.

In fiscal 1996, 1995 and 1994, net cash provided by financing activities
was $104.2 million, $66.2 million and $56.1 million, respectively. Financing
activities consisted of borrowings and paydowns under the Loan Agreement and the
Revolver, the sale of the Debentures and borrowings and paydowns on lines of
credit, which resulted from overdraft agreements between the international
subsidiaries and various banks.

In fiscal 1996, 1995 and 1994, options to purchase a total of 165,579,
185,180 and 119,700 shares of Common Stock were exercised at aggregated exercise
prices of $2.1 million, $2.6 million and $1.0 million, respectively. The
exercise of options in fiscal 1996, 1995 and 1994 reduced current taxes payable
by $3.0 million, $10.0 million and $16.4 million, respectively.

The Company believes its existing cash position, combined with funds
generated from operations and funds available under the Loan Agreement and the
Revolver, will be sufficient to finance its on-going working capital
requirements for the next fiscal year.

FORWARD LOOKING STATEMENTS

This 10-K includes certain forward looking statements. Such forward looking
statements are subject to various risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors,
including (i) the Company's ability to produce successful educational products
(ii) the effect on the Company of volatility in the price of paper and periodic
increases in postage rates, (iii) the Company's ability to manage seasonality,
(iv) the Company's ability to maintain relationships with its creative talent,
(v) significant changes in the publishing industry, especially relating to the
distribution and sale of books, (vi) competition in the publishing industry from
other educational publishers, and media and entertainment companies and (vii)
the general risks attendant to the conduct of business in foreign countries.

<PAGE>
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

<TABLE>
<CAPTION>
PAGE(S)
--------

<S> <C>
Consolidated Statement of Income for the three years ended May 31, 1996, 1995 and
1994............................................................................... 21

Consolidated Balance Sheet at May 31, 1996 and 1995.................................. 22-23

Consolidated Statement of Changes in Stockholders' Equity for the three years ended
May 31, 1996, 1995 and 1994 24

Consolidated Statement of Cash Flows for the three years ended May 31, 1996, 1995 and
1994............................................................................... 25

Notes to Consolidated Financial Statements........................................... 26-34

Report of Independent Auditors....................................................... 35

Supplementary Financial Information -- Summary of Quarterly Results of Operations
(unaudited)........................................................................ 36
</TABLE>

The following consolidated financial statement schedule of Scholastic
Corporation is included in Item 14(d):

<TABLE>
<CAPTION>
PAGE

-----

<S> <C> <C>
Schedule II -- Valuation and Qualifying Accounts and Reserves......................... S-1
</TABLE>

All other schedules have been omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the Consolidated
Financial Statements or the Notes thereto.

<PAGE>
This page left blank intentionally

<PAGE>
CONSOLIDATED STATEMENT OF INCOME
Years ended May 31, 1996, 1995 and 1994
(Amounts in thousands except shares and per share data)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
1996 1995 1994
<S> <C> <C> <C>
Revenues................................................................. $928,599 $749,891 $631,590
Operational costs and expenses:
Cost of goods sold.................................................. 466,030 355,968 297,069
Selling, general and administrative expenses........................ 367,376 316,263 271,354
Other operating costs:
Goodwill, Trademarks, and License amortization................. 3,085 2,108 1,774
Depreciation................................................... 9,969 7,902 5,829
Impairment of assets........................................... 24,304 -- --
-------- -------- --------
Total operating costs and expenses........................ 870,764 682,241 576,026
-------- -------- --------
Operating income......................................................... 57,835 67,650 55,564
Interest expense, net.................................................... 11,170 5,395 2,856
-------- -------- --------
Earnings before taxes and cumulative effect of accounting changes........ 46,665 62,255 52,708
Provision for income taxes............................................... 14,768 23,677 19,779
-------- -------- --------
Earnings before cumulative effect of accounting changes.................. 31,897 38,578 32,929
Cumulative effect of accounting changes.................................. -- -- 8,135
-------- -------- --------
Net income............................................................... $ 31,897 $ 38,578 $ 24,794

-------- -------- --------
-------- -------- --------

Earnings per Class A Common and Class A Share and Common Share
Equivalents (excluding cumulative effect of accounting changes):
Primary............................................................. $ 1.97 $ 2.38 $ 2.04
Fully diluted....................................................... $ 1.97 $ 2.37 $ 2.04
Net income per Class A, Common and Class A Share and Common Share
Equivalents:
Primary............................................................. $ 1.97 $ 2.38 $ 1.53
Fully diluted....................................................... $ 1.97 $ 2.37 $ 1.53
Weighted average Class A, Common and Class A Share and Common Share
Equivalents outstanding:
Primary............................................................. 16,195,856 16,242,521 16,154,719
Fully diluted....................................................... 17,341,037 16,285,510 16,154,719
</TABLE>

See accompanying notes

<PAGE>
CONSOLIDATED BALANCE SHEET
Balances at May 31, 1996 and 1995 (Amounts in thousands except shares)

ASSETS
- -----------------------------------------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............................................................ $ 4,300 $ 3,708
Accounts receivable (less allowance for doubtful accounts of $11,290 in 1996 and
$6,989 in 1995)..................................................................... 118,390 77,361
Inventories:
Paper........................................................................... 9,041 10,281
Books and other................................................................. 180,937 154,540
Deferred taxes....................................................................... 22,694 17,697
Prepaid and other deferred expenses.................................................. 15,118 15,866
-------- --------
Total current assets....................................................... 350,480 279,453

PROPERTY, PLANT AND EQUIPMENT:
Land................................................................................. 6,310 5,873
Buildings............................................................................ 37,511 32,703
Furniture, fixtures and equipment.................................................... 53,852 40,760
Leasehold improvements............................................................... 48,482 37,052
-------- --------
146,155 116,388
Less accumulated depreciation and amortization....................................... 32,018 23,151

-------- --------
Net property, plant and equipment............................................... 114,137 93,237

OTHER ASSETS AND DEFERRED CHARGES:
Prepublication costs................................................................. 105,016 81,817
Goodwill and trademarks.............................................................. 41,594 9,507
Royalty advances..................................................................... 24,758 16,829
Other................................................................................ 37,181 25,021
-------- --------
Total other assets and deferred charges.................................... 208,549 133,174
-------- --------
$673,166 $505,864
-------- --------
-------- --------
</TABLE>

See accompanying notes

<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
CURRENT LIABILITIES:
Lines of credit...................................................................... $ 20,933 $ 9,024
Current portion of long-term debt.................................................... 271 455
Accounts payable..................................................................... 63,148 52,412
Accrued royalties.................................................................... 19,074 13,509
Deferred revenue..................................................................... 9,216 11,809
Other accrued expenses............................................................... 60,756 55,469
-------- --------
Total current liabilities....................................................... 173,398 142,678

NONCURRENT LIABILITIES:
Long-term debt....................................................................... 186,810 91,518
Other noncurrent liabilities......................................................... 24,311 21,455
-------- --------
Total noncurrent liabilities.................................................... 211,121 112,973

COMMITMENTS

STOCKHOLDERS' EQUITY:
Preferred Stock, $1.00 par value
Authorized -- 1,000,000 shares;
Issued -- None..................................................................... -- --
Class A Stock, $.01 par value

Authorized-2,500,000 shares;
Issued-828,100 shares.............................................................. 8 8
Common Stock, $.01 par value
Authorized-25,000,000 shares
Issued-16,331,698 shares (16,164,779 shares at 5/31/95)............................ 163 162
Additional paid-in capital........................................................... 194,785 189,563
Foreign currency translation adjustment.............................................. (140) (1,454)
Accumulated earnings................................................................. 130,643 98,746
Less 1,301,658 shares of Common Stock in treasury, at cost........................... (36,812) (36,812)
-------- --------
Total stockholders' equity...................................................... 288,647 250,213
-------- --------
$673,166 $505,864
-------- --------
-------- --------
</TABLE>

<PAGE>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Years ended May 31, 1996, 1995 and 1994 (Amounts in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL CURRENCY TOTAL
CLASS A COMMON PAID-IN TRANSLATION ACCUMULATED TREASURY STOCKHOLDERS'
STOCK STOCK CAPITAL ADJUSTMENT EARNINGS STOCK EQUITY
------- ------ ---------- ---------- ----------- -------- -------------

<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT MAY 31, 1993............. $ 8 $159 $156,660 $ (1,896) $ 35,374 $(36,812) $ 153,493
Net income.......................... 24,794 24,794
Translation adjustment.............. (163) (163)
Stock options exercised............. 1 1,020 1,021
Tax benefit realized from stock
option transactions............... 1,503 1,503
Tax benefit recognized upon adoption
of SFAS 109....................... 25,139 25,139
Stock granted....................... 45 45
--- ----- ---------- ---------- ----------- -------- ----------
BALANCE AT MAY 31, 1994............. 8 160 184,367 (2,059) 60,168 (36,812) 205,832
Net income.......................... 38,578 38,578
Translation adjustment.............. 605 605
Stock options exercised............. 2 2,593 2,595
Tax benefit realized from stock
option transactions............... 2,558 2,558
Stock granted....................... 45 45
--- ----- ---------- ---------- ----------- -------- -----------
BALANCE AT MAY 31, 1995............. 8 162 189,563 (1,454) 98,746 (36,812) 250,213
Net income.......................... 31,897 31,897

Translation adjustment.............. 1,314 1,314
Stock options exercised............. 1 2,129 2,130
Tax benefit realized from stock
option transactions............... 2,993 2,993
Stock granted....................... 100 100
--- ----- ---------- ---------- ----------- -------- -----------
BALANCE AT MAY 31, 1996............. $ 8 $163 $194,785 $ (140) $ 130,643 $(36,812) $ 288,647
--- ------ ---------- ---------- ----------- -------- -----------
--- ------ ---------- ---------- ----------- -------- -----------
</TABLE>

See accompanying notes

<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
Years ended May 31, 1996, 1995 and 1994 (Amounts in thousands)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income............................................................. $ 31,897 $ 38,578 $ 24,794
Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization and depreciation..................................... 42,482 24,003 21,699
Impairment of assets.............................................. 24,304 -- --
Royalty advances expensed......................................... 13,455 11,666 10,019
Provision for losses on accounts receivable....................... 9,565 6,614 3,716
Deferred income taxes............................................. (4,737) 2,643 (44)
Cumulative effect of accounting changes........................... -- -- 8,135
Changes in assets and liabilities net of effects from business
acquisitions and dispositions:
Increase in accounts receivable.............................. (49,164) (27,467) (22,385)
Increase in inventory........................................ (31,641) (42,767) (17,549)
(Increase) decrease in prepaid expenses...................... 1,470 (2,495) (3,410)
Increase in accrued royalties................................ 5,548 3,890 2,033
Increase in accounts payable and other accrued expenses...... 3,839 12,604 8,113
Increase (decrease) in deferred revenues..................... (2,678) 2,595 2,254
Other, net........................................................ 6,265 (1,411) 180
--------- --------- --------
Total adjustments....................................... 18,708 (10,125) 12,761
--------- --------- --------
Net cash provided by operating activities......................... 50,605 28,453 37,555
CASH FLOWS FROM INVESTING ACTIVITIES:
Prepublication cost expenditures....................................... (54,924) (45,346) (34,533)
Business and trademark acquisition-related payments.................... (32,059) (7,760) (3,804)
Additions to property, plant and equipment............................. (30,362) (21,653) (41,494)
Royalty advances paid.................................................. (20,141) (14,592) (12,368)

Production cost expenditures........................................... (16,886) (5,606) (1,533)
--------- --------- --------
Net cash used in investing activities............................. (154,372) (94,957) (93,732)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under loan agreement and revolver........................... 209,581 158,921 102,668
Principal paydowns on loan agreement and revolver...................... (224,220) (106,615) (66,068)
Proceeds from issuance of convertible debt............................. 107,250 -- --
Borrowings under lines of credit....................................... 53,930 45,250 41,070
Principal paydowns on lines of credit.................................. (46,728) (43,661) (38,474)
Tax benefit realized from stock option transactions.................... 2,993 9,989 16,369
Proceeds from exercise of stock options................................ 2,130 2,595 1,021
Payments of deferred financing costs................................... (692) (312) (439)
--------- --------- --------
Net cash provided by financing activities......................... 104,244 66,167 56,147
Effect of exchange rate changes on cash................................ 115 (57) 47
--------- --------- --------
Net increase (decrease) in cash and cash equivalents................... 592 (394) 17
Cash and cash equivalents at beginning of year......................... 3,708 4,102 4,085
--------- --------- --------
Cash and cash equivalents at end of year............................... $ 4,300 $ 3,708 $ 4,102
--------- --------- --------
--------- --------- --------
SUPPLEMENTAL INFORMATION:
Income taxes paid...................................................... $ 22,251 $ 12,223 $ 3,478
Interest paid.......................................................... 9,775 4,952 2,404
</TABLE>

See accompanying notes

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Scholastic
Corporation and all wholly-owned subsidiaries (the 'Company'). All intercompany
transactions are eliminated. Certain prior year amounts have been reclassified
to conform to the current year presentation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates and assumptions.

NATURE OF OPERATIONS

The Company has operations in the United States, Canada, Mexico, the United
Kingdom, France, Australia and New Zealand and the Company distributes its
materials through book clubs, book fairs and retail. The Company is engaged in
one segment of business -- the production, publication and sale of educational
materials.

CASH EQUIVALENTS

Cash equivalents consist of short-term investments with original maturities
of less than three months.

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are carried at cost. Depreciation and
amortization are provided on the straight-line basis. Buildings have an
estimated useful life, for purposes of depreciation, of forty years. Furniture,
fixtures and equipment are depreciated over periods not exceeding ten years.
Leasehold improvements are amortized over the life of the lease or the life of
the assets, whichever is shorter.

OTHER ASSETS AND DEFERRED CHARGES

Prepublication costs are amortized on the straight-line basis over a two to
five year period commencing with publication. The Company regularly evaluates
the remaining lives and recoverability of such costs. The accumulated
amortization of prepublication costs at May 31, 1996 and 1995 was $24.9 million

and $18.8 million, respectively.

Royalty advances are expensed as earned or when future recovery appears
doubtful. The reserve for royalty advances was $18.4 million and $16.6 million
at May 31, 1996 and 1995, respectively.

Goodwill and trademarks acquired by the Company are being amortized on the
straight-line basis over the estimated future periods to be benefited, not
exceeding 40 years. The accumulated amortization of goodwill and other
intangible assets at May 31, 1996 and 1995 was $4.5 million and $3.1 million,
respectively.

<PAGE>
INCOME TAX

The Company adopted Statement of Financial Accounting Standards No. 109
(SFAS 109), 'Accounting for Income Taxes'. Under SFAS 109, deferred income tax
assets and liabilities are recognized for the expected future tax effects
attributable to temporary differences between the financial reporting and tax
bases of the Company's assets and liabilities, based on enacted tax rates and
other provisions of tax law.

OTHER ACCRUED EXPENSES

Other accrued expenses include a reserve for unredeemed credits issued in
conjunction with the Company's book club operations of $8.9 million and $10.3
million and accrued taxes of $9.0 million and $9.3 million, at May 31, 1996 and
1995, respectively.

DEFERRED REVENUE

Revenues from magazine subscriptions are deferred at the time of sale. As
magazines are delivered to subscribers, proportionate shares of the receipts are
credited to revenue.

EARNINGS PER SHARE

Earnings per share are based on the combined weighted average number of
Class A, Common, and Class A Share and Common Share Equivalents outstanding
using the treasury stock method.

NEW ACCOUNTING PRINCIPLES

Effective June 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 106 (SFAS 106), 'Employers' Accounting for
Postretirement Benefits Other Than Pensions' (See Note 8); Statement of
Financial Accounting Standards No. 112 (SFAS 112), 'Employers' Accounting for
Postemployment Benefits' (See Note 8); and Statement of Financial Accounting
Standards No. 109 (SFAS 109), 'Accounting for Income Taxes' (See Note 7). The
cumulative effect of these accounting changes resulted in a nonrecurring charge

of $8.1 million, net of tax, or $0.51 per share. Excluding the cumulative
effect, adoption of these statements did not have a significant effect on net
income in fiscal 1994.

Effective March 1, 1996, the Company early adopted Statement of Financial
Accounting Standards No. 121 (SFAS 121), 'Accounting for the Impairment of
Long-lived Assets to be Disposed of'. This statement requires that long-lived
assets and certain identifiable intangibles to be held and used by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying value of an asset may not be recoverable. It also requires
that long-lived and certain identifiable intangibles to be disposed of be
reported at the lower of carrying amount or fair market value less cost to sell.

Statement of Financial Accounting Standards No. 123 (SFAS 123), 'Accounting
for Stock-Based Compensation', was issued in October 1995. SFAS 123 permits
entities to record expense for employee stock compensation plans based on fair
value at date of grant or to utilize the intrinsic value method. The Company
plans to continue to measure compensation cost using the intrinsic value method,
in accordance with APB Opinion No. 25, 'Accounting for Stock Issued to
Employees'.

2. IMPAIRMENT OF ASSETS

Fiscal 1996 includes a non-cash charge relating to the impairment of
certain assets of $24.3 million pre-tax, $14.9 million after-tax, or $0.88 per
fully diluted share. A significant portion of this charge was determined in
connection with the Company's early adoption of SFAS No. 121. This charge
consists of unamortized prepublication ($10.8 million) and inventory costs
($13.5 million) of the Company's K-2 math program, several older supplemental
instructional publishing programs and other selected titles.

<PAGE>
3. INTERNATIONAL AND DOMESTIC OPERATIONS

International operations consist of the Company's book publishing and
distribution operations in Canada, Australia, the United Kingdom, New Zealand,
France and Mexico. As of May 31, 1996, 1995 and 1994, equity in the wholly-owned
subsidiaries in these countries was $40.8 million, $36.2 million and $37.2
million, respectively.

The following table summarizes certain information for the fiscal years
ended May 31, 1996, 1995 and 1994 regarding the Company's domestic and
international operations (in millions).

<TABLE>
<CAPTION>
DOMESTIC INTERNATIONAL
OPERATIONS OPERATIONS CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

1996
Revenues................................................................. $778.9 $ 149.7 $928.6
Operating income......................................................... 48.8(1) 9.0 57.8(1)
Identifiable assets...................................................... 565.9 107.3 673.2

- ----------------------------------------------------------------------------------------------------------------------
1995
Revenues................................................................. $620.3 $ 129.6 $749.9
Operating income......................................................... 63.6 4.1 67.7
Identifiable assets...................................................... 423.6 82.3 505.9

- ------------------------------------------------------------------------------------------------------------------
1994
Revenues................................................................. $519.3 $ 112.3 $631.6
Operating income......................................................... 51.7 3.9 55.6
Identifiable assets...................................................... 317.7 72.3 390.0
</TABLE>

- ------------

(1) Includes a non-cash charge relating to the impairment of certain assets of
$24.3.

4. LONG-TERM DEBT

Long-term debt consisted of the following at May 31, 1996 and 1995 (in
millions):

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
Loan Agreement and Revolver.................................................................. $ 74.0 $ 88.5
Debentures................................................................................... 110.0 --
Other debt................................................................................... 3.1 3.5
------ -----------
Total debt.............................................................................. 187.1 92.0
Less current portion......................................................................... (.3) (.5)
------ -----------
Total long-term debt.................................................................... $186.8 $ 91.5
------ -----------
------ -----------
</TABLE>

A. LOAN AGREEMENT

The Company and Scholastic Inc. are joint and several borrowers under a
Loan Agreement (the 'Loan Agreement') with certain banks which provides for
revolving credit loans and letters of credit. On April 11, 1995, the Company
amended and restated the Loan Agreement, expanding the facility to $135.0
million, with a right, in certain circumstances, to increase to $160.0 million,
and extending the due date to May 31, 2000. On May 1, 1996 the Loan Agreement
was further amended. Interest charged under this facility is either at the prime

rate or .325% to .90% over LIBOR (as defined). There is a commitment fee charged
which ranges from .10% to .3625% on the unused portion. The amounts charged vary
based upon certain financial measurements. The Loan Agreement contains covenants
related to debt and interest coverage ratios (as these terms are defined) and
limits dividends and other distributions.

B. REVOLVER

On June 19, 1995, Scholastic Corporation and Scholastic Inc., entered into
a Revolving Loan Agreement (the 'Revolver') with Sun Bank, National Association,
which provides for revolving credit

<PAGE>
loans in an aggregate principal amount of up to $20.0 million. The Revolver has
covenants related to debt and interest coverage ratios (as these terms are
defined), limits dividends and other distributions and expires on May 31, 2000.

C. DEBENTURES

On August 18, 1995, the Company sold $110.0 million of 5.0% Convertible
Subordinated Debentures due August 15, 2005 (the 'Debentures') under Regulation
S and Rule 144A of the Securities Act of 1933. The Debentures are listed on the
Luxembourg Stock Exchange and the portion sold under Rule 144A are designated
for trading in the Portal system of the National Association of Securities
Dealers, Inc.

Interest on the Debentures is payable semi-annually on August 15 and
February 15 of each year. The Debentures are redeemable at the option of the
Company, in whole, but not in part, at any time on or after August 15, 1998 at
100% of the principal amount plus accrued interest. Each debenture is
convertible, at the holder's option any time prior to maturity, into Common
Stock of the Company at a conversion price of $76.86 per share.

The net proceeds from the sale of the Debentures were $107.3 million after
deduction of underwriting fees and offering expenses.

D. OTHER LINES OF CREDIT

The Company's international subsidiaries have lines of credit amounting to
$30.1 million at May 31, 1996. There was $20.9 million and $9.0 million
outstanding under these credit lines at May 31, 1996 and 1995, respectively. The
weighted average interest rate on the outstanding amounts was 7.5% and 7.6% at
May 31, 1996 and 1995, respectively.

5. COMMITMENTS

The Company leases warehouse space, office space, and equipment under
various operating leases. Certain of these leases provide for rent increases
based on price-level factors. In most cases management expects that, in the
normal course of business, leases will be renewed or replaced by other leases.

The Company has no significant capitalized leases. Total rent expense relating
to the Company's operating leases was $20.5 million, $16.9 million and $14.2
million net of sublease income for the fiscal years ended May 31, 1996, 1995 and
1994, respectively. These rentals include payments under the terms of the
escalation provisions.

The aggregate minimum future annual rental commitments at May 31, 1996,
under all noncancelable operating leases totaling $119.1 million are as follows
(in millions): 1997 - $19.4; 1998 - $16.6; 1999 - $13.0; 2000 - $10.3;
2001 - $8.5; later years - $51.3.

6. CAPITAL STOCK AND STOCK OPTIONS

The voting rights of the holders of Common Stock, except as provided by
statute, and except as may be established by the Board of Directors in favor of
any series of Preferred Stock which may be issued, are limited to the election
of such number of directors as shall equal at least one-fifth of the members of
the Board of Directors; the remaining directors are elected by the holders of
Class A Stock. Holders of Class A Stock and Common Stock are entitled to one
vote per share on matters on which they are entitled to vote. The holders of
Class A Stock have the right, at their option, to convert shares of Class A
Stock into shares of Common Stock on a share-for-share basis.

At May 31, 1996, there were 161,500 options available for grant under the
Company's 1992 Stock Option Plan (the 'Stock Option Plan'), which provides for
the grant of incentive stock options ('ISO's') and nonqualified stock options.
No ISO's have been granted under the Stock Option Plan.

On September 22, 1995, the Company adopted the 1995 Stock Option Plan. An
aggregate of two million shares of Common Stock have been reserved for issuance
upon the exercise of options granted under this plan. For the year ended May 31,
1996, no options were granted under the plan.

<PAGE>
On May 19, 1992, the Company adopted the Outside Directors' Stock Option
Plan (the 'Outside Directors' Plan'). At May 31, 1996, there were 3,000 options
available for grant under the Outside Directors' Plan.

Generally, options granted under the various plans may not be exercised for
one year after grant and expire ten years and one day after grant.

Activity under the various stock option plans for the fiscal years ended
May 31, 1996, 1995 and 1994 was as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
1996 1995 1994
OPTION OPTION PRICE OPTION OPTION PRICE OPTION OPTION PRICE
SHARES RANGE SHARES RANGE SHARES RANGE

--------- ---------------- --------- ---------------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding -- beginning
of year................ 953,729 $ 1.14-47.88 1,067,159 $ 1.09-47.88 944,859 $ 1.09-35.25
Granted.................. 288,750 57.56-64.63 82,500 39.68-46.69 242,000 34.50-47.88
Exercised................ (165,579) 1.26-34.50 (185,180) 1.09-35.25 (119,700) 1.18-31.25
Cancelled................ (1,500) 34.50 (10,750) 34.50 --
--------- --------- ---------
Outstanding -- end of
year................... 1,075,400 1.14-64.63 953,729 1.14-47.88 1,067,159 1.09-47.88
--------- --------- ---------
--------- --------- ---------
Exercisable -- end of
year................... 643,250 1.14-47.88 737,479 1.14-47.88 774,159 1.09-35.25
</TABLE>

On December 14, 1993, the Company adopted the Non-Employee Director
Stock-For-Retainer Plan (the 'Stock-For-Retainer Plan'). During the years ended
May 31, 1996, 1995 and 1994, the Company issued 1,340, 891 and 1,044 shares of
Common Stock at per share prices of $74.88, $50.63 and $43.13, respectively,
pursuant to the Stock-For-Retainer Plan.

7. INCOME TAX EXPENSE

Consolidated income tax expense for the fiscal years ended May 31, 1996,
1995 and 1994 was based on earnings before taxes and cumulative effect of
accounting changes as follows (in millions):

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
1996 1995 1994
<S> <C> <C> <C>
Domestic........................................................................... $40.7 $ 61.3 $ 50.6
International wholly owned subsidiaries............................................ 6.0 1.0 2.1
----- ----------- -----------
$46.7 $ 62.3 $ 52.7
----- ----------- -----------
----- ----------- -----------
</TABLE>

<PAGE>
Income tax expense (benefit) for the fiscal years ended May 31, 1996, 1995
and 1994 consists of the following components (in millions):

Federal
Current(1).................................................................... $15.1 $ 18.9 $ 17.6
Deferred...................................................................... (5.3) 2.8 (2.2)
----- ----------- -----------
$ 9.8 $ 21.7 $ 15.4
----- ----------- -----------
----- ----------- -----------
State and local
Current....................................................................... $ 1.7 $ 1.7 $ 1.1
Deferred...................................................................... (.1) (.1) 2.1
----- ----------- -----------
$ 1.6 $ 1.6 $ 3.2
----- ----------- -----------
----- ----------- -----------
International
Current....................................................................... $ 2.7 $ .4 $ 1.1
Deferred...................................................................... .7 -- .1
----- ----------- -----------
$ 3.4 $ .4 $ 1.2
----- ----------- -----------
----- ----------- -----------
Total
Current....................................................................... $19.5 $ 21.0 $ 19.8
Deferred...................................................................... (4.7) 2.7 --
----- ----------- -----------
$14.8 $ 23.7 $ 19.8
----- ----------- -----------
----- ----------- -----------
</TABLE>

- ------------

(1) For the fiscal years ended May 31, 1996, 1995 and 1994 federal current taxes
payable are $12.2, $9.1, and $1.2, respectively. The difference between the
current taxes payable and the current federal income tax expense for each
year is due to the tax benefit associated with stock option exercises which
have been reflected as an increase to additional paid-in capital.

Total tax expense for the fiscal years ended May 31, 1996, 1995 and 1994
results in effective tax rates of 31.6%, 38.0% and 37.5%, respectively. The
provisions for income taxes attributable to continuing operations differ from
the amount of tax determined by applying the federal statutory rate as follows
(in millions):

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
1996 1995 1994
<S> <C> <C> <C>
Computed federal statutory provision............................................... $16.3 $ 21.8 $ 18.4
State income tax provision net of federal income tax benefit....................... 1.0 1.0 2.1
Effect of enacted federal tax rate change on net deferred tax assets............... -- -- (1.3)
Difference in effective tax rates on earnings of foreign subsidiaries.............. (.8) .1 .5
Charitable contributions........................................................... (2.0) (.3) --

Other -- net....................................................................... .3 1.1 .1
----- ----------- -----------
Total provision for income taxes.............................................. $14.8 $ 23.7 $ 19.8
----- ----------- -----------
----- ----------- -----------
</TABLE>

Effective June 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by SFAS
109.

The undistributed earnings of foreign subsidiaries at May 31, 1996 are
$31.7 million. It is the Company's intention to reinvest all remaining
unremitted earnings of its subsidiaries where permitted by foreign
jurisdictions. Determination of the amount of unrecognized deferred U.S. income
tax liability is not practicable. The tax on any distribution of such earnings
would be reduced by foreign tax credits.

Deferred income taxes reflect tax carryforwards and the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting and the amounts used for

<PAGE>
income tax purposes as determined under enacted tax laws and rates. The tax
effects of these items that give rise to deferred tax assets and liabilities at
May 31, 1996 and 1995 are as follows (in millions):

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
Deferred tax assets:
Accounting reserves....................................................................... $ 9.3 $ 8.1
Inventory accounting...................................................................... 9.0 3.3
Postretirement, postemployment and pension obligations.................................... 5.1 5.2
Theatrical motion picture accounting...................................................... 2.8 2.8
Other -- net.............................................................................. -- .8
----- -----------
Total deferred tax assets............................................................ 26.2 20.2
Valuation allowance for deferred tax assets.................................................... -- (.7)
----- -----------
Deferred tax assets after valuation allowance............................................. 26.2 19.5
----- -----------
Deferred tax liabilities:
Depreciation.............................................................................. 2.7 2.4
Other -- net.............................................................................. 1.4 --
----- -----------
Total deferred tax liabilities....................................................... 4.1 2.4
----- -----------

Net deferred tax assets.............................................................. $22.1 $ 17.1
----- -----------
----- -----------
</TABLE>

8. EMPLOYEE BENEFIT PLANS

The Company has a defined benefit pension plan (the 'Plan') which covers a
majority of all U.S. employees who meet certain eligibility requirements.
Benefits are based on years of service and on career average compensation. The
Plan is funded by contributions from members and the Company. It is the
Company's policy to fund the minimum amount required by the Employee Retirement
Income Security Act of 1974, as amended. In accordance with the provisions of
Statement of Financial Accounting Standards No. 87, (SFAS 87) 'Employers'
Accounting for Pensions,' the Company recorded an additional minimum pension
liability of $0.5 million at May 31, 1995. This liability is offset by an
intangible asset of an equal amount.

The international subsidiaries in Australia and the United Kingdom have
defined benefit pension plans which cover those employees meeting minimum length
of service requirements. Benefits are based on years of service and on a
percentage of compensation near retirement. The plans are funded by
contributions from these subsidiaries and their employees. In fiscal year ended
May 31, 1995, the majority of the employees of the Australian subsidiary
terminated participation in the defined benefit pension plan and began
participating in a defined contribution plan. For fiscal years ended May 31,
1996 and 1995, the total expenses for these plans were $0.5 million and $0.4
million, respectively. Canada's pension plan was terminated on September 30,
1993. Contributions made to the pension plan were rolled over to a private plan
to which employees now have an option to contribute.

Total defined benefit pension plan costs for the fiscal years ended May 31,
1996, 1995 and 1994 are summarized as follows (in millions):

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
1996 1995 1994
<S> <C> <C> <C>
Service cost..................................................................... $ 1.4 $ 1.1 $ 1.6
Interest cost.................................................................... 1.2 1.1 1.1
Actual return on plan assets..................................................... (2.2) (1.5) (.6)
Net amortization (deferral)...................................................... 1.2 .8 (.2)
----------- ----------- -----
Total pension cost............................................................... $ 1.6 $ 1.5 $ 1.9
----------- ----------- -----
----------- ----------- -----
</TABLE>

<PAGE>

The funded status of the pension plans at May 31, 1996 and 1995, is as
follows (in millions):

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
1996 1995 1996 1995
ACCUMULATED BENEFITS PLAN ASSETS EXCEED
EXCEED PLAN ASSETS ACCUMULATED BENEFITS
------------------------ ----------------------------
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits.............................................. $ 13.1 $ 11.3 $ 1.8 $ 1.6
Non-vested benefits.......................................... .7 .6 -- --
----------- ----------- ----- -----
Accumulated benefit obligation.................................... 13.8 11.9 1.8 1.6
Effect of projected future salary increases.................. 1.8 1.4 .3 .3
----------- ----------- ----- -----
Projected benefit obligation...................................... 15.6 13.3 2.1 1.9
Plan assets at fair value......................................... 13.5 11.2 2.3 2.1
----------- ----------- ----- -----
Plan assets less than (greater than) projected benefit
obligation................................................. 2.1 2.1 (.2) (.2)
Unrecognized net gain........................................ 1.4 .6 .2 .1
Unrecognized net transition asset (obligation)............... (1.3) (1.4) .1 .2
Unrecognized prior service cost.............................. (1.0) (1.1) (.1) (.1)
Additional liability resulting from minimum liability
provisions................................................. -- .5 -- --
----------- ----------- ----- -----
Accrued pension cost included in financial statements............. $ 1.2 $ .7 $ -- $ --
----------- ----------- ----- -----
----------- ----------- ----- -----
Assumed rates:
Discount rate................................................ 8.0% 8.0% 9.0% 9.0%
Compensation increase factor................................. 5.0 5.0 7.0 7.0
Return on assets............................................. 9.5 9.5 9.0 9.0
</TABLE>

Plan assets consist primarily of stocks, bonds, money market funds,
insurance contracts, and U.S. government obligations.

In addition to providing pension benefits, the Company provides certain
health care and life insurance benefits for retired employees. Substantially all
of the Company's domestic employees may become eligible for these benefits if
they reach normal retirement age while working for the Company.

Effective June 1, 1993, the Company adopted SFAS 106 which requires that
the expected cost of providing these postretirement benefits be accrued during
the years employees render the necessary service. The Company recognized the
transition obligation at the date of adoption immediately as the effect of a
change in accounting principle. The transition obligation, a one-time noncash
charge, was approximately $10.3 million (pretax) with a related tax benefit of
approximately $3.8 million. Prior to adopting SFAS 106, the cost of retiree
health care and life insurance benefits was recognized as expense as claims were

paid.

The components of the net periodic postretirement benefit costs for the
fiscal years ended May 31, 1996, 1995 and 1994 are as follows (in millions):

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
1996 1995 1994
<S> <C> <C> <C>
Service cost....................................................................... $ .5 $ .4 $ .4
Interest cost on accumulated benefit obligation.................................... .8 .9 .9
----- ----- -----
Net periodic postretirement benefit cost........................................... $ 1.3 $ 1.3 $ 1.3
----- ----- -----
----- ----- -----
</TABLE>

<PAGE>
The components of the accumulated postretirement benefit obligation
included in other noncurrent liabilities at May 31, 1996 and 1995 are as follows
(in millions):

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
Retirees....................................................................................... $ 6.7 $ 6.9
Fully eligible active plan participants........................................................ 2.0 2.0
Other active plan participants................................................................. 2.8 2.8
----- -----------
Accumulated postretirement benefit obligation.................................................. 11.5 11.7
Unrecognized net actuarial gain................................................................ 1.2 .2
----- -----------
Accrued postretirement benefit obligation...................................................... $12.7 $ 11.9
----- -----------
----- -----------
</TABLE>

The accumulated postretirement benefit obligation was determined using a
discount rate of 8.0%. Service cost and interest components were determined
using a discount rate of 8.0%. The health care cost trend rate assumed was 12%
with an annual decline of 1% until the rate reaches 5% in the year 2002. An
increase of 1% in the health care cost trend rate would result in increases of
approximately $1.4 million in the accumulated benefit obligation and $0.2
million in the annual net periodic postretirement benefit cost.

Effective June 1, 1993, the Company adopted SFAS 112 which requires an
accrual method of recognizing certain postemployment benefits such as severance.

The Company recognized the transition obligation, a one-time noncash charge, as
the cumulative effect of a change in accounting principle in the amount of $2.3
million (pretax) with a related tax benefit of $0.8 million.

The Scholastic Inc. 401(k) Savings and Retirement Plan (the '401(k)')
allows participating employees to authorize payroll deductions up to 15%, except
for highly compensated employees who are limited to 10%, of their income on a
pretax basis and/or an after-tax basis. The payroll deductions are invested at
the direction of the participant in certain investment funds or in the Company's
Common Stock. For the 401(k) plan years ending May 31, 1996, 1995 and 1994, the
Company matched the employees' pretax payroll deductions (up to 6% of
compensation) by one dollar for each dollar of the first one hundred dollars
contributed and fifty cents for each dollar above one hundred dollars. Such
matching was made in cash. The terms of the 401(k) provide that the Company's
Board of Directors shall determine the Company's matching contributions
annually. The Company, at its sole discretion, may also make discretionary
contributions for the benefit of all participants regardless of whether they
elected to make pretax contributions to the 401(k). For the fiscal years ended
May 31, 1996, 1995 and 1994, the Company's 401(k) matching contributions were
$2.0 million, $1.9 million and $1.5 million, respectively.

<PAGE>
REPORT OF INDEPENDENT AUDITORS

THE BOARD OF DIRECTORS AND STOCKHOLDERS
SCHOLASTIC CORPORATION

We have audited the accompanying consolidated balance sheet of Scholastic
Corporation (the 'Company') as of May 31, 1996, and 1995, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the three years in the period ended May 31, 1996. Our audits
also included the financial statement schedule listed in the Index at Item
14(a). These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
addressing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company at May 31, 1996 and 1995 and the consolidated results of its
operations, and its cash flows for each of the three years in the period ended

May 31, 1996 in conformity with generally accepted accounting principles. Also,
in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

As described in Note (1) to the financial statements, the Company changed
its methods of accounting for postretirement benefits other than pensions,
postemployment benefits and income taxes in the year ended May 31, 1994.

/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
July 3, 1996

<PAGE>
SUPPLEMENTARY FINANCIAL INFORMATION
Summary of Quarterly Results of Operations for the fiscal years ended May 31,
1996 and 1995
(Unaudited, amounts in thousands except per share data)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
1996
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER(1) YEAR(1)
<S> <C> <C> <C> <C> <C>
Revenues............................................. $135,191 $294,610 $216,085 $ 282,713 $928,599
Cost of goods sold................................... 78,816 134,620 108,150 144,444 466,030
Net income (loss).................................... (9,792) 31,122 8,889 1,678 31,897
Net income (loss) per share:
Primary......................................... (.62) 1.92 .55 .10 1.97
Fully diluted................................... (.62) 1.81 .55 .10 1.97
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
1995
FIRST SECOND THIRD
QUARTER QUARTER QUARTER FOURTH QUARTER YEAR
<S> <C> <C> <C> <C> <C>

Revenues............................................. $ 87,065 $254,063 $179,930 $ 228,833 $749,891
Cost of goods sold................................... 51,569 112,000 85,230 107,169 355,968
Net income (loss).................................... (11,169) 27,320 7,974 14,453 38,578
Net income (loss) per share:
Primary......................................... (.72) 1.68 .49 .89 2.38
Fully diluted................................... (.72) 1.68 .49 .89 2.37
</TABLE>

- ------------

(1) The fourth quarter of fiscal 1996 includes a non-cash charge relating to the
impairment of certain assets of $24.3 million pre-tax and $14.9 million
after-tax. A significant portion of this charge was determined in connection
with the Company's early adoption of SFAS 121, which requires an evaluation
of the realization of long-lived asset carrying values. This charge consists
of the unamortized prepublication ($10.8 million) and inventory ($13.5
million) costs of the Company's K-2 math program, several older supplemental
instructional publishing programs and other selected titles. The fully
diluted earnings per share impact for the year was $0.88.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

<PAGE>
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding directors is incorporated herein by reference from
the Company's definitive proxy statement to be filed pursuant to regulation 14A
under the Securities Exchange Act of 1934.

Executive Officers (as of August 1, 1996)

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------ --- ----------------------------------------------------------------------------

<S> <C> <C>
Richard Robinson........ 59 Chairman of the Board, President and Chief Executive Officer
Barbara A. Marcus....... 45 Executive Vice President, Children's Book Publishing
Margery W. Mayer........ 44 Executive Vice President, Instructional Publishing
Kevin J. McEnery........ 48 Executive Vice President and Chief Financial Officer
Ruth Otte............... 47 Executive Vice President, Media
Richard M. Spaulding.... 59 Director, Executive Vice President
Charles B. Deull........ 36 Senior Vice President, Legal and Business Affairs
Jean L. Feiwel.......... 43 Senior Vice President, Associate Publisher -- Children's Book Publishing
Ernest B. Fleishman..... 59 Senior Vice President, Education and Corporate Relations
Deborah A. Forte........ 42 Senior Vice President, Division Head, Scholastic Productions
Frank Grohowski......... 55 Senior Vice President, Operations
Hugh Roome.............. 44 Senior Vice President, Magazine Group
David J. Walsh.......... 60 Senior Vice President, International Operations
Lynette E. Allison...... 39 Vice President, General Counsel and Secretary
Helen V. Benham......... 46 Director, Corporate Vice President, Early Childhood Advisor
Claudia H. Cohl......... 56 Vice President, Professional Publishing
Larry V. Holland........ 37 Vice President, Human Resources
Raymond Marchuk......... 45 Vice President, Finance & Investor Relations
David D. Yun............ 48 President, Scholastic Book Fairs, Inc.
Leslie G. Lista......... 37 Corporate Controller
Vincent M. Marzano...... 33 Treasurer
</TABLE>

Richard Robinson has held his position with the Company or Scholastic Inc.,
for more than five years and has been a Director of Scholastic Inc. since 1971.

Barbara A. Marcus became Executive Vice President -- Children's Book
Publishing in October 1991. Ms. Marcus joined Scholastic Inc. in July 1983 as
Vice President of Marketing and in October 1984, Ms. Marcus was also appointed
to the position of Associate Publisher.

Margery W. Mayer joined Scholastic Inc. in April 1990 as Executive Vice
President -- Instructional Publishing. From 1987 until 1990, she was associated
with the Ginn Division of Silver Burdett & Ginn Inc., as General Manager until
August 1988 and as President, thereafter.

Kevin J. McEnery became Executive Vice President and Chief Financial
Officer in August 1995. Mr. McEnery joined the Company in September 1993 as Vice
President of Strategic Planning and Operations of the Magazine and Technology
groups. From April 1992 through September 1993 he was associated with the ITC
Group, a telecommunications consulting group based in Westport, Connecticut as a
Senior Consultant. Prior to that he was a Senior Vice President and Chief
Financial Officer of a privately held consumer and medical products company.

Ruth Otte became Executive Vice President of Media in 1996. From 1986 to
1994 she served as President and Chief Operating Officer of Discovery Networks
and from 1994 until September 1995, she was President of Knowledge Adventure.

Richard M. Spaulding has held his position with the Company or Scholastic
Inc. for more than five years and has been a Director of Scholastic Inc. since
1974.

Charles B. Deull joined the Company in January 1995 as Senior Vice
President -- Legal and Business Affairs. Mr. Deull was associated with the law
firm of Cleary, Gottlieb, Steen and Hamilton from 1986 until joining Scholastic.

<PAGE>
Jean L. Feiwel was appointed Senior Vice President -- Associate Publisher
of Childrens Book Publishing in December 1993. Ms. Feiwel joined Scholastic Inc.
in July 1983 and has served as Vice President -- Editor-in-Chief of Book Group
since 1990.

Ernest B. Fleishman joined Scholastic Inc. in June 1989 as Senior Vice
President -- Education and Corporate Relations. Mr. Fleishman was the
Superintendent for the Greenwich, Connecticut Public School System from 1976
until joining Scholastic Inc.

Deborah A. Forte was appointed Senior Vice President: Division
Head -- Scholastic Productions in January 1995. Ms. Forte has been with
Scholastic since 1984 serving as a Vice President of Scholastic Productions,
Inc. until 1994 when Ms. Forte was appointed Executive Vice President,
Scholastic Productions, Inc.

Frank Grohowski was appointed Senior Vice President -- Operations of the
Company in August 1995. Mr. Grohowski was Vice President of Manufacturing for
Scholastic Inc. since 1985.

Hugh Roome joined the Company in September 1991 as Vice President -- Home
Office Computing and in May 1993, he was appointed to the position of Senior
Vice President -- Magazine Group. He was Vice President of MCI from 1989 until
joining the Company. From 1979 to 1989, Mr. Roome was the Director of Marketing
and Associate Publisher at Newsweek, Inc.

David J. Walsh was elected Senior Vice President in charge of International
Operations for Scholastic Inc. in November 1983.

Lynette E. Allison has held her current position as Vice President, General
Counsel and Secretary with the Company since May 1988.

Helen V. Benham joined Scholastic Inc. in 1974. In 1996, she was named
Corporate Vice President, Early Childhood Advisor. In June 1990 she was named
Vice President and Publisher of the Early Childhood Division. She became a
director of the Company in September 1992.

Claudia H. Cohl has been associated with Scholastic Inc. since 1975 and has
been a Vice President of Scholastic Inc. for more than five years. She is
currently Vice President -- Professional Publishing. She has served in many
capacities, including Editor-in-Chief of Home Office Computing'r'.

Larry V. Holland joined the Company in August 1994 as Vice
President -- Human Resources. Prior to joining the Company, Mr. Holland held
various positions with MCI since 1990 and left MCI as Senior Director of Human
Resources.

Raymond Marchuk has been associated with Scholastic Inc. since November
1983 and has been Vice President for more than five years. He is currently Vice
President-Finance and Investor Relations.

David D. Yun became President of Scholastic Book Fairs, Inc. ('SBF, Inc.')
in January 1992. Mr. Yun joined the Company in June 1988 as Vice President of
Marketing for SBF, Inc. In July 1990, he was also appointed to the position of
Executive Vice President of SBF, Inc.

Leslie G. Lista has been associated with Scholastic Inc. since April 1984
and has served in many capacities. She became Corporate Controller in April
1987.

Vincent M. Marzano has been associated with Scholastic Inc. since August
1987. He became Treasurer of the Company in December 1993. Previously, he served
the Company in many capacities, including Manager of Planning and Analysis.

Helen V. Benham is the wife of Richard Robinson. There are no other family
relationships among any of the executive officers of the Company.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated herein by reference from the Company's definitive proxy
statement to be filed pursuant to Regulation 14A under the Securities Exchange
Act of 1934.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated herein by reference from the Company's definitive proxy
statement to be filed pursuant to Regulation 14A under the Securities Exchange
Act of 1934.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated herein by reference from the Company's definitive proxy
statement to be filed pursuant to Regulation 14A under the Securities Exchange

Act of 1934.

<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements
The following consolidated financial statements are included in Item 8:

-- Consolidated Statement of Income for the years ended May 31,
1996, 1995 and 1994.

-- Consolidated Balance Sheet at May 31, 1996 and 1995.

-- Consolidated Statement of Changes in Stockholders' Equity for the
years ended May 31, 1996, 1995 and 1994.

-- Consolidated Statement of Cash Flows for the years ended May 31,
1996, 1995 and 1994.

-- Notes to Consolidated Financial Statements.

(a) 2. Financial Statement Schedule

The following consolidated financial statement schedule is included in
Item 14(d):

-- Schedule II -- Valuation and Qualifying Accounts and Reserves.

(a) 3. Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S> <C>
3(a) -- Amended and Restated Certificate of Incorporation of the Registrant.(1)
(b) -- By-Laws of the Registrant.(2)

4(a) -- Amended and Restated Loan Agreement dated April 11, 1995 between the Registrant and Citibank,
N.A., as agent, Marine Midland Bank, Chase Manhattan Bank, N.A.,The First National Bank of Boston
and United Jersey Bank.(9)
(b) -- Amendment to the Amended and Restated Loan Agreement dated May 1, 1996.
(c) -- Revolving Loan Agreement dated June 19, 1995 between the Registrant and Sun Bank, National
Association.(4)
(d) -- Amendment to the Revolving Loan Agreement dated August 14, 1996.(4)
(e) -- Overdraft Facility dated June 1, 1992, as amended on October 30, 1995 between Scholastic Canada
Ltd. and CIBC.(4)

(f) -- Overdraft Facility dated June 24, 1993 between Scholastic Ltd. (formerly known as Scholastic
Publications Ltd.) and Citibank, N.A.(4)
(g) -- Overdraft Facility dated May 14, 1992 as amended on June 30, 1995, between Scholastic Ltd.
(formerly known as Scholastic Publications Ltd.) and Midland Bank.(4)
(h) -- Overdraft Facility dated February 12, 1993, as amended on January 31, 1995 between Scholastic
Australia Pty. Ltd. (formerly known as Ashton Scholastic Pty. Ltd.) and National Australia Bank
Ltd.(4)
(i) -- Indenture dated August 15, 1995 relating to $110.0 million of 5% Convertible Subordinated
Debentures due August 15, 2005 issued by the Registrant.(10)

10 Material Contracts:
(a) -- Scholastic Inc. 401(k) Savings and Retirement Plan, as amended and restated as of June 1,
1992.(10)
(b) -- Amended and Restated Retirement Income Plan for Employees of Scholastic Inc. effective as of July
1, 1989.(10)
(c) -- 1992 Stock Option Plan.(6)
(d) -- 1995 Stock Option Plan.(11)
(e) -- Non-qualified Stock Option Agreement dated July 16, 1987 between the Registrant and Joseph W.
Oliver.(3)
(f) -- Lease dated as of January 28, 1992 between Ise Hiyoko, Inc. and Scholastic Inc.(5)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<C> <S>
(g) -- Amendment agreement dated as of April 1, 1993 between Ise Hiyoko, Inc. and Scholastic Inc.(8)
(h) -- Outside Directors' Stock Option Plan.(6)
(i) -- Non-Employee Director Stock-For-Retainer Plan.(7)
(j) -- Industrial Development Agency of the City of New York documents:
(1) Lease agreement dated December 1, 1993.(8)
(2) Indenture of Trust agreement dated December 1, 1993.(8)
(3) Project agreement dated December 1, 1993.(8)
(4) Sales Tax letter dated December 3, 1993.(8)
11 Computation of Net Income per Class A, Common and Class A Share and Common Share Equivalents.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
</TABLE>

(b) Reports on form 8-K:

-- Report on Form 8-K (Item 5) dated June 24, 1996.

(c) The response to this portion of Item 14 is submitted as a separate section
of this report. See Index to Exhibits in Exhibit Volume I.

(d) The response to this portion of Item 14 is submitted as a separate section
of this report.

- ------------

FOOTNOTES:

(1) Incorporated by reference to the Company's Registration Statement on Form
S-8 (Registration No. 33-46338) as filed with the Commission on March 12,
1992.

(2) Incorporated by reference to the Company's Registration Statement on Form
S-1 (Registration No. 33-45022) as filed with the Commission on January 10,
1992 (the '1992 Registration Statement').

(3) Incorporated by reference to the Company's Registration Statement on Form
S-1 (Registration No. 33-36300) as filed with the Commission on August 6,
1990 (the '1990 Registration Statement').

(4) Such long-term debt does not individually amount to more than 10% of the
total assets of the Registrant and its subsidiaries on a consolidated
basis. Accordingly, pursuant to Item 601(b)(4)(iii) of Regulation S-K, such
instrument is not filed herewith. The Registrant hereby agrees to furnish a
copy of any such instrument to the Securities and Exchange Commission upon
request.

(5) Incorporated by reference to Amendment No. 1 to the 1992 Registration
Statement as filed with the Commission on February 21, 1992.

(6) Incorporated by reference to the Company's Annual Report on Form 10-K as
filed with the Commission on August 27, 1992 (File No. 0-19860).

(7) Incorporated by reference to the Company's Registration Statement on Form
S-8 (Registration No. 33-74064) as filed with the Commission on January 11,
1994.

(8) Incorporated by reference to the Company's Annual Report on Form 10-K as
filed with the Commission on August 26, 1994 (File No. 0-19860).

(9) Incorporated by reference to the Company's Form 10-Q for the quarter ended
February 28, 1995 as filed with the Commission on April 13, 1995 (File No.
0-19860).

(10) Incorporated by reference to the Company's Annual Report on Form 10-K as
filed with the Commission on August 28, 1995 (File No. 0-19860).

(11) Incorporated by reference to the Company's Registration Statement on Form
S-8 (Registration No. 33-98186) as filed with the Commission on October 16,
1995.

<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: August 23, 1996 SCHOLASTIC CORPORATION

By /s/ RICHARD ROBINSON
.........................................
RICHARD ROBINSON, CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
/S/ RICHARD ROBINSON Chairman of the Board, President, Chief August 23, 1996
......................................... Executive Officer and Director (Principal
RICHARD ROBINSON Executive Officer)

/S/ RICHARD M. SPAULDING Executive Vice President and Director August 23, 1996
.........................................
RICHARD M. SPAULDING

/S/ KEVIN J. MCENERY Executive Vice President, Chief Financial August 23, 1996
......................................... Officer (Principal Financial & Accounting
KEVIN J. MCENERY Officer)

/S/ REBECA MARIA BARRERA Director August 23, 1996
.........................................
REBECA MARIA BARRERA

Director August 23, 1996
.........................................
HELEN V. BENHAM

/S/ FREDERIC J. BISCHOFF Director August 23, 1996
.........................................
FREDERIC J. BISCHOFF

/S/ JOHN BRADEMAS Director August 23, 1996
.........................................
JOHN BRADEMAS

/S/ JOHN C. BURTON Director August 23, 1996
.........................................
JOHN C. BURTON

/S/ RAMON CORTINES Director August 23, 1996
.........................................
RAMON CORTINES

/S/ ALONZO A. CRIM Director August 23, 1996
.........................................
ALONZO A. CRIM
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
Director August 23, 1996
.........................................
ANDREW S. HEDDEN

/S/ MAE C. JEMISON Director August 23, 1996
.........................................
MAE C. JEMISON

/S/ RICHARD A. KRINSLEY Director August 23, 1996
.........................................
RICHARD A. KRINSLEY

/S/ JOAN D. MANLEY Director August 23, 1996
.........................................
JOAN D. MANLEY

/S/ JOHN G. MCDONALD Director August 23, 1996
.........................................
JOHN G. MCDONALD

/S/ AUGUSTUS OLIVER II Director August 23, 1996
.........................................
AUGUSTUS OLIVER II
</TABLE>

<PAGE>
SCHOLASTIC CORPORATION
ANNUAL REPORT ON FORM 10-K
YEAR ENDED MAY 31, 1996
ITEM 14(D)
FINANCIAL STATEMENT SCHEDULE

<PAGE>
This page left blank intentionally

<PAGE>
SCHEDULE II

SCHOLASTIC CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED MAY 31, 1996, 1995 AND 1994
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT ADDITIONS BALANCE AT
BEGINNING CHARGED END OF
DESCRIPTION OF YEAR TO INCOME WRITE OFFS YEAR
- -------------------------------------------------------------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
May 31, 1996:
Reserve for royalty advances............................. $ 16,591 $ 1,892 $ 120 $ 18,363
--------- -------- --------- ---------
--------- -------- --------- ---------
Reserve for obsolescence................................. $ 18,186 $15,544 $ 10,007 $ 23,723
--------- -------- --------- ---------
--------- -------- --------- ---------
Reserve for returns...................................... $ 19,839 $47,714 $ 39,899(1) $ 27,654
--------- -------- --------- ---------
--------- -------- --------- ---------
May 31, 1995:
Reserve for royalty advances............................. $ 14,777 $ 1,993 $ 179 $ 16,591
--------- -------- --------- ---------
--------- -------- --------- ---------
Reserve for obsolescence................................. $ 15,604 $ 7,034 $ 4,452 $ 18,186
--------- -------- --------- ---------
--------- -------- --------- ---------
Reserve for returns...................................... $ 14,887 $30,460 $ 25,508(1) $ 19,839
--------- -------- --------- ---------
--------- -------- --------- ---------
May 31, 1994:
Reserve for royalty advances............................. $ 13,186 $ 2,486 $ 895 $ 14,777
--------- -------- --------- ---------
--------- -------- --------- ---------
Reserve for obsolescence................................. $ 12,887 $ 6,609 $ 3,892 $ 15,604
--------- -------- --------- ---------
--------- -------- --------- ---------
Reserve for returns...................................... $ 9,964 $25,239 $ 20,316(1) $ 14,887
--------- -------- --------- ---------
--------- -------- --------- ---------
</TABLE>

- ------------

(1) Represents actual returns charged to reserve.

S-1

<PAGE>
This page left blank intentionally

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ------------------------------------------------------------------------------------------------- ------
<S> <C> <C>
3(a) -- Amended and Restated Certificate of Incorporation of the Registrant.(1).......................
(b) -- By-Laws of the Registrant.(2).................................................................
4(a) -- Amended and Restated Loan Agreement dated April 11, 1995 between the Registrant and Citibank,
N.A., as agent, Marine Midland Bank, Chase Manhattan Bank, N.A., The First National Bank of
Boston and United Jersey Bank.(10)............................................................
(b) -- Amendment to the Amended and restated Loan Agreement dated May 1, 1996........................
(c) -- Revolving Loan Agreement dated June 19, 1995 between the Registrant and Sun Bank, National
Association.(4)...............................................................................
(d) -- Amendment to the Revolving Loan Agreement dated August 14, 1996.(4)...........................
(e) -- Overdraft Facility dated June 1, 1992, as amended on October 30, 1995, between Scholastic
Canada Ltd. and CIBC.(4)......................................................................
(f) -- Overdraft Facility dated June 24, 1993 between Scholastic Ltd. (formerly known as Scholastic
Publications Ltd.) and Citibank, N.A.(4)......................................................
(g) -- Overdraft Facility dated May 14, 1992 as amended on June 30, 1995, between Scholastic Ltd.
(formerly known as Scholastic Publications Ltd.) and Midland Bank.(4).........................
(h) -- Overdraft Facility dated February 12, 1993 as amended on January 31, 1995, between Scholastic
Australia Pty. Ltd. (formerly known as Ashton Scholastic Pty. Ltd.) and National Australia Bank
Ltd.(4).......................................................................................
(i) -- Indenture dated August 15, 1995 relating to $110.0 million of Convertible Subordinated
Debentures due August 15, 2005 issued by the Registrant.(11)..................................
10 Material Contracts:
(a) -- Scholastic Inc. 401(k) Savings and Retirement Plan, as amended and restated as of June 1,
1992.(11).....................................................................................
(b) -- Amended and Restated Retirement Income Plan for Employees of Scholastic Inc. effective as of
July 1, 1989.(11).............................................................................
(c) -- 1992 Stock Option Plan.(7)....................................................................
(d) -- 1995 Stock Option Plan.(12)...................................................................
(e) -- Non-qualified Stock Option Agreement dated July 16, 1987 between the Registrant and Joseph W.
Oliver.(3)....................................................................................
(f) -- Lease dated as of January 28, 1992 between Ise Hiyoko, Inc. and Scholastic Inc.(6)............
(g) -- Amendment agreement dated as of April 1, 1993 between Ise Hiyoko, Inc. and Scholastic
Inc.(9).......................................................................................
(h) -- Outside Directors' Stock Option Plan.(7)......................................................
(i) -- Non-Employee Director Stock-For-Retainer Plan.(8).............................................
(j) -- Industrial Development Agency of the City of New York documents:
(1) Lease agreement dated December 1, 1993.(9).................................................
(2) Indenture of Trust agreement dated December 1, 1993.(9)....................................
(3) Project agreement dated December 1, 1993.(9)...............................................
(4) Sales Tax letter dated December 3, 1993.(9)................................................
11 Computation of Net Income per Class A, Common and Class A Share and Common Share Equivalents.....
21 Subsidiaries of the Registrant...................................................................
23 Consent of Independent Auditors..................................................................
</TABLE>

<PAGE>
FOOTNOTES:

(1) Incorporated by reference to the Company's Registration Statement on Form
S-8 (Registration No. 33-46338) as filed with the Commission on March 12,
1992.

(2) Incorporated by reference to the Company's Registration Statement on Form
S-1 (Registration No. 33-45022) as filed with the Commission on January 10,
1992 (the '1992 Registration Statement').

(3) Incorporated by reference to the Company's Registration Statement on Form
S-1 (Registration No. 33-36300) as filed with the Commission on August 6,
1990 (the '1990 Registration Statement').

(5) Incorporated by reference to the Company's Registration Statement on Form
S-8 (Registration No. 33-48655) as filed with the Commission on June 22,
1992.

(6) Incorporated by reference to Amendment No. 1 to the 1992 Registration
Statement as filed with the Commission on February 21, 1992.

(7) Incorporated by reference to the Company's Annual Report on Form 10-K as
filed with the Commission on August 27, 1992 (File No. 0-19860).

(8) Incorporated by reference to the Company's Registration Statement on Form
S-8 (Registration No. 33-74064) as filed with the Commission on January 11,
1994.

(9) Incorporated by reference to the Company's Annual Report on Form 10-K as
filed with the Commission on August 26, 1994 (File No. 0-19860).

(10) Incorporated by reference to the Company's Form 10-Q for the quarter ended
February 28, 1995 as filed with the Commission on April 13, 1995 (File No.
0-19860).

(11) Incorporated by reference to the Company's Annual Report on Form 10-K as
filed with the Commission on August 28, 1995 (file No. 0-19860).

(12) Incorporated by reference to the Company's Registration Statement on Form
S-8 (Registration No. 33-98186) as filed with the Commission on October 16,
1995.

STATEMENT OF DIFFERENCES

------------------------

The service mark symbol shall be expressed as 'sm'
The trademark symbol shall be expressed as 'tm'
The registered trademark symbol shall be expressed as 'r'

<PAGE>
EXHIBIT 4(b)

EXECUTION COPY

LETTER AMENDMENT

Dated as of May 1, 1996

To the banks, financial institutions
and other institutional lenders
(collectively, the "Banks") parties
to the Loan Agreement referred to
below and to Citibank, N.A., as agent
(the "Agent") for the Banks

Ladies and Gentlemen:

We refer to the Amended and Restated Loan Agreement dated as of
April 11, 1995 (as amended, supplemented or otherwise modified through the date
hereof, the "Loan Agreement") among the undersigned and you. Capitalized terms
not otherwise defined in this Letter Amendment have the same meanings as
specified in the Loan Agreement.

The Loan Agreement is, effective as of the date of this Letter
Amendment, hereby amended as follows:

(a) Section 1.01 is amended as follows:

(i) Section 1.01 is amended by deleting the table
beginning on the sixth line of the definition "Applicable LIBO
Margin Rate" and substituting therefor the following table:

"
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Rating Applicable LIBO Applicable Commitment
S&P/Moody's Margin Rate Fee Rate
- ------------------------------------------------------------------------------
<S> <C> <C>
A-1/P-1 0.325% 0.10%
- ------------------------------------------------------------------------------
A-2/P-2 0.375% 0.15%
- ------------------------------------------------------------------------------
A-3/P-3 0.55% 0.2125%
- ------------------------------------------------------------------------------
B/NP 0.80% 0.3125%
- ------------------------------------------------------------------------------
lower than B/NP 0.90% 0.3625%
or not rated
- ------------------------------------------------------------------------------

</TABLE>

(ii) Section 1.01. is further amended by deleting the
defined term "Robinson Family" and substituting therefor the
following:

<PAGE>

"Robinson Family" shall mean: Richard Robinson,
Barbara Robinson Buckland, Florence R. Ford, Mary Sue
Robinson Morrill and William W. Robinson, the spouses and
descendants of any of them, and any trust or estate whose
legal representatives (or in the case of a Person with
more than one legal representative, at least half of whose
legal representatives) consist of one or more of the
foregoing individuals, spouses and descendants; and the
trusts respectively created under the will of Maurice R.
Robinson and the will of Florence L. Robinson so long as
at least half of their respective trustees continue to
consist of one or more of the foregoing individuals,
spouses and descendants."

(b) Section 2.04(g) is amended in full to read as follows:

"(g) After notice from the Agent during the continuance of
an Event of Default under Section 7.01(c) prior to maturity, and
at all times after the Maturity Date, the Loans shall bear
additional interest (computed on the basis of actual number of
days elapsed and a year of 365 days) on the unpaid principal
balance of the Loans outstanding from time to time during such
period(s) at a rate equal to two percent (2.00%) per annum, which
amounts shall be payable by the Borrowers in addition to, and at
the same times as, the regular interest payments on the Loans
required pursuant to the preceding subsections of this Section,
subject, however, to the maximum rate permitted by applicable law
as provided in Section 2.10 hereof."

"Section 2.06. Commitment Fee; Agency Fee; Etc. (a) The
Borrowers shall pay to the Agent (for the benefit of all of the
Banks sharing in the Revolving Credit Loans) on the last Business
Day of February, May, August and November of each year during the
Revolving Credit Period, and on the last day of the Revolving

Credit Period, in arrears, commencing on the first such date
following the Effective Date, a fee respecting the availability
of the Commitment (the "Commitment Fee") equal to the Applicable
Commitment Fee Rate (computed on the basis of the actual number
of days elapsed and a year of 365 days) of the average daily
unadvanced portion of the Commitment during the three calendar
month period then ending or portion thereof (with the Letters of
Credit Amount being considered an advance under the Commitment)."

<PAGE>

(d) Section 3.04(a)(ii) is amended in full to read as follows:

"(ii) any Material Document or any Corporate Document that
would be reasonably likely to have a Material Adverse Effect".

(e) Section 6.01 is amended as follows:

(i) Section 6.01(a) is amended in full to read as follows:

"(a) The Borrowers shall maintain at all times a
Consolidated Debt Ratio of not more than 0.60:1; provided
that during the first and second fiscal quarters of each
fiscal year, the Borrowers shall maintain a Consolidated
Debt Ratio of not more than 0.65:1."

(ii) Section 6.01(b) is amended in full to read as
follows:

"(b) The Borrowers shall maintain as at the last
day of each of their fiscal quarters a Consolidated
Interest Coverage Ratio of not less than 4.00:1."

(f) Section 6.02 is amended in full to read as follows:

"Section 6.02. Liens and Encumbrances. Neither Borrower
shall, and the Borrowers shall not cause, suffer or permit any of
the Subsidiaries, directly or indirectly: (a) to make, create,
incur, assume or permit to exist any assignment, pledge,
mortgage, security interest or other lien or encumbrance of any
nature in, to or against any part of the assets or properties of
either Borrower or any of the Subsidiaries; (b) to purchase or
otherwise acquire any asset or property of any character subject
to any of the foregoing encumbrances (including any conditional
sale contract or other title retention agreement); (c) to assign,
pledge or in any way transfer, restrict or encumber its right to
receive any income or other distribution or proceeds from any

part of the assets or properties of either Borrower or any of the
Subsidiaries; (d) to enter into any sale-leaseback financing
respecting any part of the assets or properties of either
Borrower or any of the Subsidiaries; or (e) to offer or agree to
or cause or assist the inception or continuation of any of the
foregoing; provided, however, that the foregoing restrictions
shall not prohibit the following to the extent otherwise not
prohibited by this Agreement:

<PAGE>

(i) liens for taxes, assessments or other governmental charges,
levies or claims not then required to be paid under Section 5.06 so long
as any reserve has been established as required by that Section;

(ii) liens of carriers, warehousemen, mechanics, laborers and
materialmen incurred in the ordinary course of business for sums not
then required to be paid under Section 5.06 so long as any reserve has
been established as required by that Section;

(iii) liens incurred in the ordinary course of business in
connection with worker's compensation, unemployment insurance, statutory
obligations, social security legislation or rental or other security
deposits, or for any purpose at the time required by law as a condition
precedent to the transaction of business or the exercise of any of the
privileges or licenses of either Borrower or any of the Subsidiaries, so
long as the underlying obligations are not then required to be paid
under Section 5.06 hereof and any reserve has been established as
required by that Section;

(iv) liens incurred in respect of judgments and awards discharged
within 30 days from the making thereof or under review in an appropriate
forum so long as enforcement thereof is effectively stayed;

(v) security interests (including leases treated as security
interests) in equipment or property purchased or leased so long as they
respectively secure only the corresponding purchase money indebtedness
or capitalized lease obligations;

(vi) security interests (including leases treated as security
interests) existing in assets or properties at the time of acquisition
of such assets or properties, or the acquisition of the Person owning
such assets or properties, so long as such security interests continue
to encumber only such assets or properties;

(vii) any security interests or liens on the ownership interest
of the Borrowers or any Subsidiaries in the COLI Policies;

(viii) any security interests and other liens and encumbrances
granted from time to time to the Agent (for the benefit of all of the
Banks);

(ix) liens on accounts receivable and proceeds thereof arising
solely in connection with the sale or other disposition of such accounts
receivable pursuant to Section 6.03; and

<PAGE>

(x) currently existing liens and negative pledges that are
disclosed in Schedule 3.10(a) hereto (other than those securing
indebtedness being retired with the proceeds of the Loans or otherwise
replaced by this Agreement), but those liens or pledges shall not be
increased or extended to other indebtedness (but may be renewed or
extended) unless otherwise permitted by the terms and provisions of this
Agreement."

(g) Section 6.03 is amended in full to read as follows:

"Section 6.03. Sale or Disposition of Assets, Etc. Neither
Borrower shall, and shall not cause, suffer or permit any of the
Subsidiaries to, directly or indirectly, sell, lease, sublease,
transfer, exchange or otherwise dispose of any part of the assets or
properties of either Borrower or any of the Subsidiaries (individually
or in a series of related transactions) (a) for less than the fair
market value of such assets and properties or (b) involving assets and
properties with an aggregate fair market value of more than $35,000,000,
or offer or agree to do so, without the approval of Majority Banks;
provided, however, that the Borrowers and the Subsidiaries may (i) sell
inventory and equipment in the ordinary course of business without
regard to this Section and (ii) sell or otherwise dispose of any
accounts receivable of the Borrowers from time to time, for cash and at
least equal to the fair value of such accounts receivable in the
ordinary course of business of the Borrowers and their Subsidiaries."

(h) Section 6.04 is amended in full to read as follows:

"Section 6.04. Certain Fundamental Changes. Neither
Borrower shall, and shall not cause, suffer or permit any of the
Significant Subsidiaries (as applicable), directly or indirectly,
to effect, enter into or offer or agree to: (a) any issuance,
sale, transfer, pledge or other disposition or encumbrance of any
equity securities issued by the Operating Company or any of the
Significant Subsidiaries, or the issuance of any option, warrant
or other right to acquire any such securities; (b) any capital

reorganization or reclassification of the capital stock or other
equity interests of either Borrower; (c) any transaction in which
the equity interests of either Borrower prior to the transaction
would be changed into or exchanged for different securities,
whether of that or any other Person, or for any other assets or
properties; (d) except as otherwise permitted

<PAGE>

by Section 6.03 hereof, any sale, lease, assignment, conveyance,
spin-off or other transfer or disposition of all or any material
part of the business or assets and properties of either Borrower
or any Significant Subsidiary; (e) any merger, consolidation,
dissolution, liquidation or winding up, provided, however, (i)
any wholly-owned Subsidiary may merge into or consolidate with
any other wholly-owned Subsidiary or either Borrower (so long as
such Borrower is the survivor), and (ii) either Borrower may
merge with any Person so long as such Borrower is the surviving
corporation, no Default or Event of Default is then continuing or
would result therefrom, with the various financial measurements
and covenants set forth in Section 6.01 of this Agreement being
recalculated on a pro forma basis (from the then most recent
quarterly or subsequent pro forma calculations) to include the
effect of such merger, and any resulting acquisition is permitted
under subsection (f) of this Section; (f) the acquisition or
establishment of any new subsidiary or joint venture, or the
acquisition of all or substantially all of the assets and
properties of any other Person or any discrete division or other
business unit thereof, provided, however, that, so long as no
Default or Event of Default is then continuing or would result
therefrom, with the various financial measurements and covenants
set forth in Section 6.01 of this Agreement being recalculated on
a pro forma basis (from the then most recent quarterly or
subsequent pro forma calculations) to include the effect of such
acquisition, the Borrowers and the Subsidiaries may acquire all
or substantially all of the assets and properties of, acquire an
equity interest in, or enter into any new joint venture that is
or will be (A) any Person whose assets and business are (or are
to be) substantially similar to the assets and business of the
Borrowers or the Subsidiaries on the date hereof and (B) any
other Person so long as the aggregate fair market value of all
such assets and properties acquired from such other Person
(directly or indirectly through the acquisition of equity) does
not (or will not) exceed $35,000,000; or (g) any material change
in the character of the business of either Borrower or of the
Borrowers and the subsidiaries taken as a whole, in each case as
conducted on the date of this Agreement."

(i) Section 6.05 is amended in full to read as follows:

"Section 6.05. Distributions to Shareholders. Neither
Borrower shall, and the Borrowers shall not cause, suffer or
permit any of the Subsidiaries to, directly or indirectly: (a)
declare or make any dividend, payment or other distribution of
cash, assets or property with respect to any common or preferred
stock issued by the Holding Company, whether now or hereafter
outstanding; (b) redeem, purchase or otherwise acquire any common
or

<PAGE>

preferred stock issued by the Holding Company or any option or
other right to acquire any such securities (other than any
redemption or repurchase of the Holding Company's outstanding 5%
convertible subordinated debentures due August 15, 2005, as in
effect on the date hereof, pursuant to the application of the
change of control provision contained therein, or any
substantially identical provision contained in any subsequent
issuance of convertible debt); (c) covenant or otherwise arrange
with any Person (other than the Banks in any Loan Instrument) to
directly or indirectly limit or otherwise restrict any dividend,
advance or other payment or distribution (whether of cash or
otherwise); or (d) offer or agree to do any of the foregoing;
provided, however, that the Holding Company may make any such
dividend, payment or other distribution with respect to any
equity securities issued by it, or redeem, purchase or otherwise
acquire any equity securities issued by the Holding Company, so
long as no Default or Event of Default is then continuing or
would result therefrom, with the various financial measurements
and covenants set forth in Section 6.01 of this Agreement being
recalculated on a pro forma basis (from the then most recent
quarterly or subsequent pro forma calculations) to include the
effect of the proposed dividend or other action, and the
aggregate amount of such dividends or other actions in any fiscal
year does not exceed 50% of the consolidated Net Income (adjusted
to exclude any nonrecurring gains and losses) of the Borrowers
and the Subsidiaries for the immediately preceding fiscal year."

(j) Section 7.01(f) is amended in full to read as follows:

"(f) any payment default of $2,000,000 or more shall occur
under any instrument or agreement (other than a Loan Instrument)
respecting any Debt of either Borrower or any of the
Subsidiaries, or any such Debt of $5,000,000 or more in principal

or notional amount shall be accelerated or otherwise become due
or be required to be prepaid, repurchased or redeemed (other than
pursuant to a regularly scheduled mandatory prepayment,
repurchase or redemption or the application of the change of
control provision contained in the Holding Company's outstanding
5% convertible subordinated debentures due August 15, 2005, as in
effect on the date hereof, or any substantially identical
provision contained in any subsequent issuance of debt) prior to
its scheduled maturity, unless payment shall be made or action
shall be taken within five (5) Business Days after such default
in an amount or manner sufficient to cure it, provided that such
payment or action will not result in a breach of any term or
provision of this Agreement and the other Loan Instruments, with
the various financial measurements and covenants set forth in
Section 6.01 of this Agreement being recalculated on a pro forma

<PAGE>

basis (from the then most recent quarterly or subsequent pro
forma calculations) to include the effect of any such payment;"

(k) Section 9.14(f) is amended in full to read as follows:

"(f) Subject to the terms and provisions of this
Agreement, each Bank from time to time may sell to one or more
other financial institutions or institutional investors (other
than the Borrowers or any of their Affiliates) a participation
interest in all or an undivided portion of its rights, powers,
privileges, remedies and interests under this Agreement and the
other Loan Instruments, in any case with the consent of the
Borrowers (such consent not to be unreasonably withheld or
delayed); provided that no Bank shall permit its direct or
indirect participant to further assign or participate its
interests hereunder. However, the sale or other transfer of a
participation shall not reduce, shift or otherwise affect any of
the agreements, duties, obligations or liabilities of the selling
Bank under this Agreement or any other Loan Instrument, which
shall continue in full force and effect and remain the sole
responsibility of the selling Bank, and each such selling Bank
agrees that it will not raise (and hereby expressly waives) any
defense relating to any such participation. Furthermore, no Bank
shall grant to any participant the right to approve any
supplement to, modification, amendment, restatement or waiver of
or departure from this Agreement or any other Loan Instrument
other than with respect to any reduction in the principal of the
Loans or in the calculation of interest or fees thereon, or any
postponement of any date fixed for any payment of principal or

interest or fees on the Loans, to the extent the participant has
an interest in such Loans. The Agent and other Banks and the
Borrowers may continue to deal directly and exclusively with any
such selling Bank."

This Letter Amendment shall become effective as of the date first
above written when, and only when, on or before May 31, 1996, the Agent shall
have received counterparts of this Letter Amendment executed by the undersigned
and all of the Banks or, as to any of the Banks, advice satisfactory to the
Agent that such Bank has executed this Letter Amendment. This Letter Amendment
is subject to the provisions of Section 8.11 of the Loan Agreement.

On and after the effectiveness of this Letter Amendment, each
reference in the Loan Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Loan Agreement, and each reference in the
Notes and each of the other Loan Instruments to "the Loan Agreement",
"thereunder", "thereof" or words of like import

<PAGE>

referring to the Loan Agreement, shall mean and be a reference to the Loan
Agreement, as amended by this Letter Amendment.

The Loan Agreement, the Notes and each of the other Loan
Instruments, as specifically amended by this Letter Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. The execution, delivery and effectiveness of this Letter
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Bank or the Agent under any of the Loan
Instruments, nor constitute a waiver of any provision of any of the Loan
Instruments.

If you agree to the terms and provisions hereof, please evidence
such agreement by executing and returning at least three counterparts of this
Letter Amendment to Citibank, N.A., 399 Park Avenue, New York, NY 10043, Attn:
Heidi McKibben.

This Letter Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Letter
Amendment.

This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

Very truly yours,

SCHOLASTIC CORPORATION

By: KEVIN McENERY
______________________________________
Name: Kevin McEnery
Title: Executive Vice President and
Chief Financial Officer

<PAGE>

SCHOLASTIC INC.

By: KEVIN McENERY
______________________________________
Name: Kevin McEnery
Title: Executive Vice President and
Chief Financial Officer

Agreed as of the date first above written:

CITIBANK, N.A., as Agent

By: THOMAS D. STOTT
______________________________
Name: Thomas D. Stott
Title: Vice President

BANKS
- -----

CITIBANK, N.A.

By: THOMAS D. STOTT
______________________________
Name: Thomas D. Stott
Title: Vice President

THE CHASE MANHATTAN BANK, N.A.

By: GASPARE GALANTE Jr.
______________________________
Name: Gaspare Galante Jr.
Title: Second Vice President

<PAGE>

THE FIRST NATIONAL BANK OF BOSTON

By: JULIE V. JALELIAN
______________________________
Name: Julie V. Jalelian
Title: Assistant Vice President

MARINE MIDLAND BANK

By: WILLIAM M. HOLLAND
______________________________
Name: William M. Holland
Title: Vice President

UNITED JERSEY BANK

By: LAWRENCE F. ZEMA
______________________________
Name: Lawrence F. Zema
Title: Vice President & Regional Manager

<PAGE>
EXHIBIT 11

SCHOLASTIC CORPORATION
COMPUTATION OF NET INCOME PER CLASS A, COMMON AND
CLASS A SHARE AND COMMON SHARE EQUIVALENTS
YEARS ENDED MAY 31, 1996, 1995, AND 1994
(AMOUNTS IN THOUSANDS EXCEPT SHARES AND PER SHARE DATA)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
1996 1995 1994
<S> <C> <C> <C>
Earnings before cumulative effect of accounting changes............. $ 31,897 $ 38,578 $ 32,929
Cumulative effect of accounting changes............................. -- -- 8,135
----------- ----------- -----------
NET INCOME USED FOR PRIMARY EARNINGS PER SHARE...................... 31,897 38,578 24,794
Net interest savings from assumed conversion of Convertible
Subordinated Debentures........................................... 2,978 -- --
----------- ----------- -----------
NET INCOME USED FOR FULLY DILUTED EARNINGS PER SHARE................ $ 34,875 $ 38,578 $ 24,794
----------- ----------- -----------
----------- ----------- -----------
Primary:
Weighted average Class A and Common Shares outstanding......... 15,787,735 15,550,964 15,460,736
Common Share equivalents arising from outstanding options computed
on the treasury stock method...................................... 408,121 691,557 693,983
----------- ----------- -----------
PRIMARY CLASS A, COMMON AND CLASS A AND COMMON SHARE EQUIVALENTS
OUTSTANDING....................................................... 16,195,856 16,242,521 16,154,719
Fully diluted:
Additional dilutive effect of outstanding options computed on
the treasury stock method.................................... 12,169 42,989 --
Assumed conversion of Convertible Subordinated Debentures...... 1,133,012 -- --
----------- ----------- -----------
FULLY DILUTED CLASS A, COMMON AND CLASS A SHARE AND COMMON SHARE
EQUIVALENTS OUTSTANDING........................................... 17,341,037 16,285,510 16,154,719
----------- ----------- -----------
----------- ----------- -----------
Primary earnings per share before cumulative effect of accounting
changes........................................................... $ 1.97 $ 2.38 $ 2.04
Cumulative effect of accounting changes............................. -- -- (.51)
----------- ----------- -----------
PRIMARY EARNINGS PER SHARE.......................................... $ 1.97 $ 2.38 $ 1.53
----------- ----------- -----------
----------- ----------- -----------
Fully diluted earnings per share before cumulative effect of
accounting changes................................................ $ 2.01 $ 2.37 $ 2.04
Cumulative effect of accounting changes............................. -- -- (.51)
----------- ----------- -----------
FULLY DILUTED EARNINGS PER SHARE(1)................................. $ 2.01 $ 2.37 $ 1.53
----------- ----------- -----------
----------- ----------- -----------

</TABLE>

- ------------

(1) Fiscal 1996 fully diluted earnings per share is antidilutive, therefore,
primary earnings per share is presented on the Consolidated Statement of
Income.

<PAGE>
EXHIBIT 21

SCHOLASTIC CORPORATION
SUBSIDIARIES OF THE REGISTRANT

<TABLE>
<CAPTION>
DOMESTIC SUBSIDIARIES STATE OF INCORPORATION
- -------------------------------------------------- ---------------------------------

<S> <C>
Scholastic Inc. New York
Scholastic Book Fairs, Inc. New York
California School Book Fairs, Inc. California
Scholastic Book Clubs, Inc. Missouri
Scholastic Productions, Inc. New York
Scholastic Publications (Magazines), Ltd. Delaware
ReadStreet Book Fairs, Inc. Delaware
Trumpet Book Clubs, Inc. Delaware
Weston Woods Studios, Inc. Delaware

FOREIGN SUBSIDIARIES JURISDICTION
- -------------------------------------------------- ---------------------------------

Scholastic Australia Pty. Ltd. Australia
Oldmeadow Booksellers Pty. Ltd. Australia
Scholastic Canada Ltd. Canada
Scholastic New Zealand Ltd. New Zealand
(formerly Ashton Scholastic Ltd.)
Scholastic Ltd. England
Festival Du Livre France
Scholastic Mexico SA de CV Mexico
Scholastic (Barbados), Inc. Barbados
</TABLE>

<PAGE>
EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-91090) pertaining to the Scholastic Inc. 401(K) Savings and
Retirement Plan, in the Registration Statement (Form S-8 No. 33-46338)
pertaining to the 1992 Stock Option Plan as of May 19, 1992, in the Registration
Statement (Form S-8 No. 33-98186) pertaining to the 1995 Stock Option Plan, in
the Registration Statement (Form S-8 No. 33-50128) pertaining to the Outside
Directors' Stock Option Plan and the Stock Option Agreement with Joseph W.
Oliver and in the Registration Statement (Form S-8 No. 33-74064) pertaining to
the Non-Employee Director Stock-For-Retainer Plan of our report dated July 3,
1996, with respect to the consolidated financial statements and schedule of
Scholastic Corporation included in this Annual Report (Form 10-K) for the year
ended May 31, 1996.

/s/ Ernst & Young LLP
Ernst & Young LLP

New York, New York
August 21, 1996

<PAGE>
EXHIBIT 27
[ARTICLE] 5
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] MAY-31-1996
[PERIOD-END] MAY-31-1996
[CASH] 4,300
[SECURITIES] 0
[RECEIVABLES] 129,680
[ALLOWANCES] 11,290
[INVENTORY] 189,978
[CURRENT-ASSETS] 350,480
[PP&E] 146,155
[DEPRECIATION] 32,018
[TOTAL-ASSETS] 673,166
[CURRENT-LIABILITIES] 173,398
[BONDS] 110,000
[COMMON] 163
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 288,484
[TOTAL-LIABILITY-AND-EQUITY] 673,166
[SALES] 928,599
[TOTAL-REVENUES] 928,599
[CGS] 466,030
[TOTAL-COSTS] 833,406
[OTHER-EXPENSES] 37,358
[LOSS-PROVISION] 9,565
[INTEREST-EXPENSE] 11,170
[INCOME-PRETAX] 46,665
[INCOME-TAX] 14,768
[INCOME-CONTINUING] 31,897
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 31,897
[EPS-PRIMARY] 1.97
[EPS-DILUTED] 1.97
</TABLE>