SCHOLASTIC CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>c43403_ex10-1.txt
<TEXT>
                                                                    Exhibit 10.1

                             AMENDMENT NO. 3 TO THE
                  SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN

         WHEREAS, Scholastic Corporation (the "Company") maintains the
Scholastic Corporation 1995 Stock Option Plan (the "Plan");

         WHEREAS, pursuant to Section 6 of the Plan, the Company reserved the
right, by action of its Board of Directors (the "Board") to amend the Plan from
time to time; and

         WHEREAS, the Board desires to amend the Plan.

         NOW, THEREFORE, effective May 25, 2006, the Plan is amended as follows:

                  1.       Paragraph (f) of Section 8 of the Plan is amended and
restated to read as follows:

                  "The  Committee (i) may provide,  in its  discretion,
                  that any Stock  Option shall  become  exercisable  in
                  installments  and (ii) may  waive or  accelerate  any
                  such  installment   exercise   provision,   provided,
                  however  that,  in the  event of  termination  of the
                  Optionee's   employment  with  the  Company  and  its
                  Subsidiaries  and  Affiliates  due to the  Optionee's
                  death or Disability,  the vesting of any  outstanding
                  Stock   Option   granted  to  such   Optionee   shall
                  automatically be accelerated."


                  2.       Except as otherwise provided herein, the Plan is
ratified and confirmed and shall continue in full force and effect.
</TEXT>
</DOCUMENT>
