As filed with the Securities and Exchange Commission on August 26, 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 1997 OUTSIDE DIRECTORS'
                                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
================================================================================
                                 PROPOSED        PROPOSED
TITLE OF                         MAXIMUM         MAXIMUM            AMOUNT OF
SECURITIES        AMOUNT TO BE   OFFERING PRICE  AGGREGATE          REGISTRATION
TO BE REGISTERED: REGISTERED:    PER SHARE(1):   OFFERING PRICE(1): FEE:
--------------------------------------------------------------------------------
Common Stock      180,000 shares $42.00          $7,560,000         $2,230.20
($.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 August
24, 1998, namely $42.00.

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

<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; and

         (b) 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 August 10,  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 Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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  Securities  and
Exchange  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 26th day of
August, 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>

Signature                                                          Title                    Date
---------                                                          -----                    ----

<S>                                    <C>                                              <C> 
/s/ RICHARD ROBINSON                   Chairman of the Board, President,                August 26, 1998
--------------------------                Chief Executive Officer and
Richard Robinson                          Director (Principal Executive
                                          Officer)


/s/ RICHARD M. SPAULDING               Executive Vice President and Director            August 26, 1998
--------------------------
Richard M. Spaulding


/s/ KEVIN J. McENERY                   Executive Vice President, Chief                  August 26, 1998
---------------------------               Financial Officer (Principal
Kevin J. McEnery                          Financial Officer)
</TABLE>



                                       5

<PAGE>
<TABLE>
<CAPTION>

<S>                                    <C>                                              <C> 
/s/ KAREN A. MALONEY                   Vice President and Corporate Controller          August 26, 1998
---------------------------               (Principal Accounting Officer)
Karen A. Maloney


---------------------------            Director                                         August __, 1998
Rebeca M. Barrera


/s/ HELEN V. BENHAM                    Director                                         August 26, 1998
---------------------------
Helen V. Benham


/s/ FREDERIC J. BISCHOFF               Director                                         August 26, 1998
---------------------------
Frederic J. Bischoff


/s/ JOHN BRADEMAS                      Director                                         August 26, 1998
---------------------------
John Brademas


/s/ JOHN C. BURTON                     Director                                         August 26, 1998
---------------------------
John C. Burton


/s/ RAMON C. CORTINES                  Director                                         August 26, 1998
---------------------------
Ramon C. Cortines


/s/ ALONZO A. CRIM                     Director                                         August 26, 1998
---------------------------
Alonzo A. Crim


/s/ CHARLES T. HARRIS, III             Director                                         August 26, 1998
---------------------------
Charles T. Harris, III


/s/ ANDREW S. HEDDEN                   Director                                         August 26, 1998
---------------------------
Andrew S. Hedden


---------------------------            Director                                         August __, 1998
Mae C. Jemison


/s/ RICHARD A. KRINSLEY                Director                                         August 26, 1998
---------------------------
Richard A. Krinsley


/s/ JOHN G. McDONALD                   Director                                         August 26, 1998
---------------------------
John G. McDonald


/s/ AUGUSTUS K. OLIVER, II             Director                                         August 26, 1998
---------------------------
Augustus K. Oliver, II


</TABLE>




                                       6






<PAGE>





<TABLE>
<CAPTION>
                                   EXHIBIT INDEX

<S>                                <C>                                             <C>
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).

</TABLE>







                                        E
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20223}]
{"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": "333-62297", "film-number": "98698439"}, "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 August 26, 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 1997 OUTSIDE DIRECTORS'
                                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
================================================================================
                                 PROPOSED        PROPOSED
TITLE OF                         MAXIMUM         MAXIMUM            AMOUNT OF
SECURITIES        AMOUNT TO BE   OFFERING PRICE  AGGREGATE          REGISTRATION
TO BE REGISTERED: REGISTERED:    PER SHARE(1):   OFFERING PRICE(1): FEE:
--------------------------------------------------------------------------------
Common Stock      180,000 shares $42.00          $7,560,000         $2,230.20
($.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 August
24, 1998, namely $42.00.

                           -------------------------
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; and

         (b) 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 August 10,  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 Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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  Securities  and
Exchange  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 26th day of
August, 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,                August 26, 1998
--------------------------                Chief Executive Officer and
Richard Robinson                          Director (Principal Executive
                                          Officer)

/s/ RICHARD M. SPAULDING               Executive Vice President and Director            August 26, 1998
--------------------------
Richard M. Spaulding

/s/ KEVIN J. McENERY                   Executive Vice President, Chief                  August 26, 1998
---------------------------               Financial Officer (Principal
Kevin J. McEnery                          Financial Officer)
5
/s/ KAREN A. MALONEY                   Vice President and Corporate Controller          August 26, 1998
---------------------------               (Principal Accounting Officer)
Karen A. Maloney

---------------------------            Director                                         August __, 1998
Rebeca M. Barrera

/s/ HELEN V. BENHAM                    Director                                         August 26, 1998
---------------------------
Helen V. Benham

/s/ FREDERIC J. BISCHOFF               Director                                         August 26, 1998
---------------------------
Frederic J. Bischoff

/s/ JOHN BRADEMAS                      Director                                         August 26, 1998
---------------------------
John Brademas

/s/ JOHN C. BURTON                     Director                                         August 26, 1998
---------------------------
John C. Burton

/s/ RAMON C. CORTINES                  Director                                         August 26, 1998
---------------------------
Ramon C. Cortines

/s/ ALONZO A. CRIM                     Director                                         August 26, 1998
---------------------------
Alonzo A. Crim

/s/ CHARLES T. HARRIS, III             Director                                         August 26, 1998
---------------------------
Charles T. Harris, III

/s/ ANDREW S. HEDDEN                   Director                                         August 26, 1998
---------------------------
Andrew S. Hedden

---------------------------            Director                                         August __, 1998
Mae C. Jemison

/s/ RICHARD A. KRINSLEY                Director                                         August 26, 1998
---------------------------
Richard A. Krinsley

/s/ JOHN G. McDONALD                   Director                                         August 26, 1998
---------------------------
John G. McDonald

/s/ AUGUSTUS K. OLIVER, II             Director                                         August 26, 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