AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1998
                                                     REGISTRATION NO. 33-___
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           -------------------------

                             SCHOLASTIC CORPORATION
             (Exact name of registrant as specified in its charter)

           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)

                  SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN
                            (Full title of the plan)

                             CHARLES B. DEULL, ESQ.
                SENIOR VICE PRESIDENT, LEGAL AND BUSINESS AFFAIRS
                             SCHOLASTIC CORPORATION
                                  555 BROADWAY
                             NEW YORK, NEW YORK 10012
                     (Name and address of agent for service)

                                 (212) 343-6633
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
<S>                  <C>                  <C>                 <C>                  <C>    
                                          
TITLE OF                                  PROPOSED MAXIMUM     PROPOSED MAXIMUM   
SECURITIES TO BE     AMOUNT TO BE         OFFERING PRICE PER   AGGREGATE OFFERING   AMOUNT OF
REGISTERED:          REGISTERED:          SHARE (1):           PRICE (1):           REGISTRATION FEE:
                                          
------------------------------------------------------------------------------------------------------
Common Stock         1,500,000 shares     $39.125              $58,687,500          $17,312.81
($.01 par value)
======================================================================================================
</TABLE>

(1)      Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457 (h) as follows: on the basis of the average of the high and
low  prices  of the  Common  Stock  reported  on  the  National  Association  of
Securities Dealers, Inc. Automated Quotations- National Market System on October
9, 1998, namely $39.125.
                      -----------------------------------


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     A prospectus  setting  forth the  information  required by Items 1 and 2 of
Part I of Form S-8 will be sent or given to  participants  as  specified by Rule
428(b)(1)(i).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents which have heretofore been filed by Scholastic
Corporation  (the "Company")  (Commission  File No. 0-19860) with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act"),  are  incorporated  by reference
herein and shall be deemed to be a part hereof:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
May 31, 1998.

         (b) The  Company's  Quarterly  Report on Form 10-Q for the three months
ended August 31, 1998.

         (c) The description of the Company's Common Stock,  $.01 par value (the
"Common Stock"),  contained in the Company's  Registration Statement filed under
Section 12 of the Exchange Act,  including any amendment or report filed for the
purpose of updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange  Act  subsequent  to the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all the Common Stock offered hereby has been sold or which  deregisters all
Common  Stock  then  remaining  unsold  shall be  deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable,  as the Common Stock is registered  under Section 12 of
the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The  validity  of the  issuance  of the  shares of Common  Stock of the
Company to which this  Registration  Statement  relates  has been passed upon by
Coudert  Brothers,  New York, New York, Andrew S. Hedden is a partner of Coudert
Brothers  and a  Director  of the  Company.  As of October 14, 1998, Mr.  Hedden
beneficially owned 1,000 shares of Common Stock of the Company.




                                       2
<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of such  corporation)  by reason of the fact that such person
is or was a director,  officer,  employee or agent of such  corporation or is or
was serving at the request of such corporation as a director,  officer, employee
or agent of another corporation or enterprise.  A corporation may indemnify such
person  against  expenses  (including  attorneys'  fees),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
A Delaware  corporation may indemnify  officers and directors in an action by or
in the right of a corporation  to procure a judgment in its favor under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action referred to above,  the corporation  must indemnify him or
her against the expenses  (including  attorneys'  fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be  exclusive  of any other rights to which an officer or director
may be entitled under any by-law, agreement, vote or otherwise.

         Article FIFTH of the Amended and Restated  Certificate of Incorporation
of the  registrant  and  Article VII of the  By-laws of the  Registrant  contain
provisions for the  indemnification of directors,  officers and employees within
the  limitations  permitted by Section 145 of the Delaware  General  Corporation
Law.  In  addition,  as  authorized  by  section  145  of the  Delaware  General
Corporation  Law,  Article  FIFTH  of  the  registrant's  Amended  and  Restated
Certificate of Incorporation  eliminates the personal liability of its directors
to the  registrant or its  stockholders  for monetary  damages for any breach of
fiduciary  duty as a director,  except for (i) any breach of the duty of loyalty
to the registrant or its stockholders,  (ii) acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
liability under Section 174 of the Delaware General  Corporation Law or (iv) any
transaction from which the director derived an improper personal benefit.

         The Company  currently  maintains an  insurance  policy under which the
Company and the  directors  and officers of the Company are insured,  within the
limits of the policy, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be imposed as
a result of such actions, suits or proceedings,  to which directors and officers
of the Company are parties by reason of being or having been such  directors  or
officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         4.1 Amended and Restated Certificate of Incorporation of the registrant
(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).

         4.2  By-laws  of  the  registrant  (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).

         5        Opinion of Coudert Brothers.

         23.1     Consent of Ernst & Young LLP, independent auditors.



                                       3
<PAGE>

         23.2 Consent of Coudert Brothers  (incorporated by reference to Exhibit
5).

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i) to include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represents a fundamental  change in the information set forth in the
registration statement;

                    (iii) to include any  material  information  with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1) (i) and (1) (ii) do not  apply if the
registration  statement  is on  Form  S-8  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  registration
statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933,  each  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                       4
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 15th day of
October, 1998.

                                    SCHOLASTIC CORPORATION


                             By:    /S/ RICHARD ROBINSON
                                    ---------------------------------
                                    Richard  Robinson,  Chairman of the Board,
                                    Chief  Executive  Officer and President


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Richard  Robinson his or her true and
lawful   attorney-in-fact   and   agent,   with   power  of   substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign  any and  all  post-effective  amendments  to this
registration  statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing necessary and requisite
to be done, as fully and to all the intents and purposes as he might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
<S>                                    <C>                                            <C>

SIGNATURE                                            TITLE                                  DATE

/S/ RICHARD ROBINSON                   Chairman of the Board, President,                October 15, 1998
------------------------------            Chief Executive Officer and    
Richard Robinson                          Director (Principal Executive     
                                          Officer)                          
                                          


/S/ RICHARD M. SPAULDING               Executive Vice President and Director            October 15, 1998
------------------------------
Richard M. Spaulding


/S/ KEVIN J. MCENERY                   Executive Vice President, Chief                  October 15, 1998
------------------------------            Financial Officer (Principal   
Kevin J. McEnery                          Financial Officer)            
                                       



                                       5
<PAGE>


/S/ KAREN A. MALONEY                   Vice President and Corporate Controller          October 15, 1998
------------------------------            (Principal Accounting Officer)
Karen A. Maloney                          


/S/ REBECA M. BARRERA                  Director                                         October 15, 1998
------------------------------
Rebeca M. Barrera


/S/ HELEN V. BENHAM                    Director                                         October 15, 1998
------------------------------ 
Helen V. Benham


/S/ FREDERIC J. BISCHOFF               Director                                         October 15, 1998
------------------------------
Frederic J. Bischoff


                                       Director                                         October __, 1998
------------------------------
John Brademas


/S/ JOHN C. BURTON                     Director                                         October 15, 1998
------------------------------
John C. Burton


/S/ RAMON C. CORTINES                  Director                                         October 15, 1998
------------------------------
Ramon C. Cortines


                                       Director                                         October __, 1998
------------------------------
Alonzo A. Crim


/S/ CHARLES T. HARRIS, III             Director                                         October 15, 1998
------------------------------
Charles T. Harris, III


/S/ ANDREW S. HEDDEN                   Director                                         October 15, 1998
------------------------------
Andrew S. Hedden


/S/ MAE C. JEMISON                     Director                                         October 15, 1998
------------------------------
Mae C. Jemison


/S/ RICHARD A. KRINSLEY                Director                                         October 15, 1998
------------------------------
Richard A. Krinsley


/S/ JOHN G. MCDONALD                   Director                                         October 15, 1998
------------------------------
John G. McDonald


/S/ AUGUSTUS K. OLIVER, II             Director                                         October 15, 1998
------------------------------
Augustus K. Oliver, II
</TABLE>



                                       6
<PAGE>


<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

REGULATION S-K EXHIBIT NUMBER             DESCRIPTION OF DOCUMENT           PAGE NUMBER IN SEQUENTIALLY
                                                                                   NUMBERED COPY
------------------------------        ------------------------------        ---------------------------
<S>                                  <C>                                                <C>
Exhibit 5                            Opinion of Coudert Brothers.                       E-1



Exhibit 23.1                         Consent  of  Ernst & Young  LLP,                   E-2
                                     independent auditors.

Exhibit 23.2                         Consent of Coudert Brothers  (included
                                     in Exhibit 5).
</TABLE>







                                        E



<PAGE>




                                                                      EXHIBIT 5
                                                                      ---------

                        [LETTERHEAD OF COUDERT BROTHERS]


October 15, 1998

Scholastic Corporation
555 Broadway
New York, NY  10012


Ladies and Gentlemen:


          We are  rendering  our  opinion  with  respect to the  legality of the
additional  1,500,000  shares of Common  Stock,  par value  $.01 per share  (the
"Shares"),  of Scholastic  Corporation,  a Delaware corporation (the "Company"),
issuable  pursuant to the  Scholastic  Corporation  1995 Stock  Option Plan (the
"Plan"),  which shares are being registered under the Securities Act of 1933, as
amended,  pursuant  to the  Company's  Registration  Statement  on Form S-8 (the
"Registration Statement").

         As  counsel  to  the  Company,  we  are  familiar  with  the  corporate
proceedings  taken by the  Company  in  connection  with the  authorization  for
issuance of the  Shares,  and we have  examined  such  corporate  records of the
Company and other  instruments  and  documents as we have deemed  necessary  for
purposes of the opinion herein expressed.

         Based on the  foregoing,  and having  regard  for such other  legal and
factual  considerations we deem relevant, we are of the opinion that the Shares,
upon issuance in accordance with the terms of the Plan, will constitute  legally
and validly issued,  fully paid and nonassessable  shares of the Common Stock of
the Company.

         We hereby  consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement.

Very truly yours,

/s/ Coudert Brothers
------------------------------
COUDERT BROTHERS





                                       E-1



<PAGE>




                                                                    EXHIBIT 23.1
                                                                    ------------


                         CONSENT OF ERNST & YOUNG LLP

          We consent to the  incorporation  by  reference  in this  Registration
Statement  on Form  S-8 and  related  Prospectus  pertaining  to the  Scholastic
Corporation 1995 Stock Option Plan of our report dated July 2, 1998 with respect
to the consolidated  financial statements and schedule of Scholastic Corporation
included in its Annual Report on Form 10-K for the year ended May 31, 1998 filed
with the Securities and Exchange Commission.



                                                           /s/ Ernst & Young LLP
                                                           ---------------------
New York, New York
October 15, 1998



                                       E-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23154}]
{"company-data": {"conformed-name": "SCHOLASTIC CORP", "cik": "0000866729", "assigned-sic": "2731", "irs-number": "133385513", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65757", "film-number": "98726461"}, "business-address": {"street1": "555 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10012", "phone": "2123436100"}, "mail-address": {"street1": "555 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10012"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1998
                                                     REGISTRATION NO. 33-___
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           -------------------------

                             SCHOLASTIC CORPORATION
             (Exact name of registrant as specified in its charter)

           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)

                  SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN
                            (Full title of the plan)

                             CHARLES B. DEULL, ESQ.
                SENIOR VICE PRESIDENT, LEGAL AND BUSINESS AFFAIRS
                             SCHOLASTIC CORPORATION
                                  555 BROADWAY
                             NEW YORK, NEW YORK 10012
                     (Name and address of agent for service)

                                 (212) 343-6633
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================
TITLE OF                                  PROPOSED MAXIMUM     PROPOSED MAXIMUM   
SECURITIES TO BE     AMOUNT TO BE         OFFERING PRICE PER   AGGREGATE OFFERING   AMOUNT OF
REGISTERED:          REGISTERED:          SHARE (1):           PRICE (1):           REGISTRATION FEE:
                                          
------------------------------------------------------------------------------------------------------
Common Stock         1,500,000 shares     $39.125              $58,687,500          $17,312.81
($.01 par value)
======================================================================================================
(1)      Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457 (h) as follows: on the basis of the average of the high and
low  prices  of the  Common  Stock  reported  on  the  National  Association  of
Securities Dealers, Inc. Automated Quotations- National Market System on October
9, 1998, namely $39.125.
                      -----------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     A prospectus  setting  forth the  information  required by Items 1 and 2 of
Part I of Form S-8 will be sent or given to  participants  as  specified by Rule
428(b)(1)(i).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents which have heretofore been filed by Scholastic
Corporation  (the "Company")  (Commission  File No. 0-19860) with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act"),  are  incorporated  by reference
herein and shall be deemed to be a part hereof:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
May 31, 1998.

         (b) The  Company's  Quarterly  Report on Form 10-Q for the three months
ended August 31, 1998.

         (c) The description of the Company's Common Stock,  $.01 par value (the
"Common Stock"),  contained in the Company's  Registration Statement filed under
Section 12 of the Exchange Act,  including any amendment or report filed for the
purpose of updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange  Act  subsequent  to the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all the Common Stock offered hereby has been sold or which  deregisters all
Common  Stock  then  remaining  unsold  shall be  deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable,  as the Common Stock is registered  under Section 12 of
the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The  validity  of the  issuance  of the  shares of Common  Stock of the
Company to which this  Registration  Statement  relates  has been passed upon by
Coudert  Brothers,  New York, New York, Andrew S. Hedden is a partner of Coudert
Brothers  and a  Director  of the  Company.  As of October 14, 1998, Mr.  Hedden
beneficially owned 1,000 shares of Common Stock of the Company.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of such  corporation)  by reason of the fact that such person
is or was a director,  officer,  employee or agent of such  corporation or is or
was serving at the request of such corporation as a director,  officer, employee
or agent of another corporation or enterprise.  A corporation may indemnify such
person  against  expenses  (including  attorneys'  fees),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
A Delaware  corporation may indemnify  officers and directors in an action by or
in the right of a corporation  to procure a judgment in its favor under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action referred to above,  the corporation  must indemnify him or
her against the expenses  (including  attorneys'  fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be  exclusive  of any other rights to which an officer or director
may be entitled under any by-law, agreement, vote or otherwise.

         Article FIFTH of the Amended and Restated  Certificate of Incorporation
of the  registrant  and  Article VII of the  By-laws of the  Registrant  contain
provisions for the  indemnification of directors,  officers and employees within
the  limitations  permitted by Section 145 of the Delaware  General  Corporation
Law.  In  addition,  as  authorized  by  section  145  of the  Delaware  General
Corporation  Law,  Article  FIFTH  of  the  registrant's  Amended  and  Restated
Certificate of Incorporation  eliminates the personal liability of its directors
to the  registrant or its  stockholders  for monetary  damages for any breach of
fiduciary  duty as a director,  except for (i) any breach of the duty of loyalty
to the registrant or its stockholders,  (ii) acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
liability under Section 174 of the Delaware General  Corporation Law or (iv) any
transaction from which the director derived an improper personal benefit.

         The Company  currently  maintains an  insurance  policy under which the
Company and the  directors  and officers of the Company are insured,  within the
limits of the policy, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be imposed as
a result of such actions, suits or proceedings,  to which directors and officers
of the Company are parties by reason of being or having been such  directors  or
officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         4.1 Amended and Restated Certificate of Incorporation of the registrant
(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).

         4.2  By-laws  of  the  registrant  (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).

         5        Opinion of Coudert Brothers.

         23.1     Consent of Ernst & Young LLP, independent auditors.

                                       3
23.2 Consent of Coudert Brothers  (incorporated by reference to Exhibit
5).

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i) to include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represents a fundamental  change in the information set forth in the
registration statement;

                    (iii) to include any  material  information  with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1) (i) and (1) (ii) do not  apply if the
registration  statement  is on  Form  S-8  and the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  registration
statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933,  each  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 15th day of
October, 1998.

                                    SCHOLASTIC CORPORATION

                             By:    /S/ RICHARD ROBINSON
                                    ---------------------------------
                                    Richard  Robinson,  Chairman of the Board,
                                    Chief  Executive  Officer and President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Richard  Robinson his or her true and
lawful   attorney-in-fact   and   agent,   with   power  of   substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign  any and  all  post-effective  amendments  to this
registration  statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing necessary and requisite
to be done, as fully and to all the intents and purposes as he might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                            TITLE                                  DATE

/S/ RICHARD ROBINSON                   Chairman of the Board, President,                October 15, 1998
------------------------------            Chief Executive Officer and    
Richard Robinson                          Director (Principal Executive     
                                          Officer)                          
                                          

/S/ RICHARD M. SPAULDING               Executive Vice President and Director            October 15, 1998
------------------------------
Richard M. Spaulding

/S/ KEVIN J. MCENERY                   Executive Vice President, Chief                  October 15, 1998
------------------------------            Financial Officer (Principal   
Kevin J. McEnery                          Financial Officer)            
                                       

                                       5
/S/ KAREN A. MALONEY                   Vice President and Corporate Controller          October 15, 1998
------------------------------            (Principal Accounting Officer)
Karen A. Maloney                          

/S/ REBECA M. BARRERA                  Director                                         October 15, 1998
------------------------------
Rebeca M. Barrera

/S/ HELEN V. BENHAM                    Director                                         October 15, 1998
------------------------------ 
Helen V. Benham

/S/ FREDERIC J. BISCHOFF               Director                                         October 15, 1998
------------------------------
Frederic J. Bischoff

                                       Director                                         October __, 1998
------------------------------
John Brademas

/S/ JOHN C. BURTON                     Director                                         October 15, 1998
------------------------------
John C. Burton

/S/ RAMON C. CORTINES                  Director                                         October 15, 1998
------------------------------
Ramon C. Cortines

                                       Director                                         October __, 1998
------------------------------
Alonzo A. Crim

/S/ CHARLES T. HARRIS, III             Director                                         October 15, 1998
------------------------------
Charles T. Harris, III

/S/ ANDREW S. HEDDEN                   Director                                         October 15, 1998
------------------------------
Andrew S. Hedden

/S/ MAE C. JEMISON                     Director                                         October 15, 1998
------------------------------
Mae C. Jemison

/S/ RICHARD A. KRINSLEY                Director                                         October 15, 1998
------------------------------
Richard A. Krinsley

/S/ JOHN G. MCDONALD                   Director                                         October 15, 1998
------------------------------
John G. McDonald

/S/ AUGUSTUS K. OLIVER, II             Director                                         October 15, 1998
------------------------------
Augustus K. Oliver, II
6
EXHIBIT INDEX

REGULATION S-K EXHIBIT NUMBER             DESCRIPTION OF DOCUMENT           PAGE NUMBER IN SEQUENTIALLY
                                                                                   NUMBERED COPY
------------------------------        ------------------------------        ---------------------------
Exhibit 5                            Opinion of Coudert Brothers.                       E-1

Exhibit 23.1                         Consent  of  Ernst & Young  LLP,                   E-2
                                     independent auditors.

Exhibit 23.2                         Consent of Coudert Brothers  (included
                                     in Exhibit 5).
E
EXHIBIT 5
                                                                      ---------

                        [LETTERHEAD OF COUDERT BROTHERS]

October 15, 1998

Scholastic Corporation
555 Broadway
New York, NY  10012

Ladies and Gentlemen:

          We are  rendering  our  opinion  with  respect to the  legality of the
additional  1,500,000  shares of Common  Stock,  par value  $.01 per share  (the
"Shares"),  of Scholastic  Corporation,  a Delaware corporation (the "Company"),
issuable  pursuant to the  Scholastic  Corporation  1995 Stock  Option Plan (the
"Plan"),  which shares are being registered under the Securities Act of 1933, as
amended,  pursuant  to the  Company's  Registration  Statement  on Form S-8 (the
"Registration Statement").

         As  counsel  to  the  Company,  we  are  familiar  with  the  corporate
proceedings  taken by the  Company  in  connection  with the  authorization  for
issuance of the  Shares,  and we have  examined  such  corporate  records of the
Company and other  instruments  and  documents as we have deemed  necessary  for
purposes of the opinion herein expressed.

         Based on the  foregoing,  and having  regard  for such other  legal and
factual  considerations we deem relevant, we are of the opinion that the Shares,
upon issuance in accordance with the terms of the Plan, will constitute  legally
and validly issued,  fully paid and nonassessable  shares of the Common Stock of
the Company.

         We hereby  consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement.

Very truly yours,

/s/ Coudert Brothers
------------------------------
COUDERT BROTHERS

                                       E-1
EXHIBIT 23.1
                                                                    ------------

                         CONSENT OF ERNST & YOUNG LLP

          We consent to the  incorporation  by  reference  in this  Registration
Statement  on Form  S-8 and  related  Prospectus  pertaining  to the  Scholastic
Corporation 1995 Stock Option Plan of our report dated July 2, 1998 with respect
to the consolidated  financial statements and schedule of Scholastic Corporation
included in its Annual Report on Form 10-K for the year ended May 31, 1998 filed
with the Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP
                                                           ---------------------
New York, New York
October 15, 1998

                                       E-2