Sec Form 4 Filing - WINSTON MARY A @ SCHOLASTIC CORP - 2007-01-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WINSTON MARY A 2. Issuer Name and Ticker or Trading Symbol SCHOLASTIC CORP [ SCHL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) C/O SCHOLASTIC CORPORATION, 557 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2007 (Street) NEW YORK, NY10012 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 31.56 01/22/2007 D( 1 ) 50,000 05/30/2006( 1 ) 03/15/2014( 1 ) Common Stock 50,000 ( 1 ) 0 D Employee Stock option (right to buy) $ 31.56 01/22/2007 A( 1 ) 50,000 05/30/2006( 1 ) 12/31/2007( 1 ) Common Stock 50,000 ( 1 ) 50,000 D Employee stock option (right to buy) $ 37.38 01/22/2007 D( 1 ) 25,000 05/30/2006( 1 ) 07/19/2015( 1 ) Common Stock 25,000 ( 1 ) 0 D Employee Stock Option (right to buy) $ 37.38 01/22/2007 A( 1 ) 25,000 05/30/2006( 1 ) 12/31/2007( 1 ) Common Stock 25,000 ( 1 ) 25,000 D Employee Stock Option (right to buy) $ 29.74 01/22/2007 D( 2 ) 25,000 ( 2 ) 09/19/2016( 2 ) Common Stock 25,000 ( 2 ) 0 D Employee Stock Option (right to buy) $ 29.74 01/22/2007 A( 2 ) 25,000 01/22/2007( 2 ) 12/31/2007( 2 ) Common Stock 25,000 ( 2 ) 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WINSTON MARY A C/O SCHOLASTIC CORPORATION 557 BROADWAY NEW YORK, NY10012 EVP & CFO Signatures Mary A. Winston, by Teresa M. Connelly 01/23/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transactions involve an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option, which was originally scheduled to vest in 25% installments commencing on the anniversary of the date of grant, became 100% vested as of May 30, 2006 as a result of the Company's decision to accelerate the vesting of all of its outstanding options at that time. Also, the option was scheduled to expire as a result of Ms. Winston's planned termination of employment on July 21, 2007, but pursuant to action by the Company, this expiration date was extended until December 31, 2007. ( 2 )The reported transactions involve an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the deemed grant of a replacement option. The option was granted on September 19, 2006 and was originally scheduled to vest in 25% installments commencing on the anniversary of the date of grant. The option was scheduled to expire as a result of Ms. Winston's planned termination of employment on July 21, 2007, but pursuant to action by the Company, this expiration date was extended until December 31, 2007.

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