SCHOLASTIC CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>c21536_ex109.txt
<TEXT>
                                                                   EXHIBIT 10.9


                              AMENDMENT NO.1 TO THE
              SCHOLASTIC CORPORATION MANAGEMENT STOCK PURCHASE PLAN
               (Amended and Restated Effective December 15, 1999)



         WHEREAS, Scholastic Corporation (the "Company") has established the
Management Stock Purchase Plan, amended and restated effective as of December
15, 1999 (the "Plan"); and

         WHEREAS, pursuant to the authority delegated to it by the Board of
Directors of the Company and pursuant to Article 11 of the Plan, the Human
Resources and Compensation Committee of the Board of Directors has the authority
to amend the Plan;


         NOW, THEREFORE, the Plan is amended effective July 18, 2001 as follows:

Section 2.12 of the Plan is deleted in its entirety and is replaced by a new
Section 2.12, to read as follows:

                  2.12 COST - the cost of purchasing an RSU under the Plan as of
         an Award Date, shall be as determined by the Committee in its sole
         discretion, but in no event less than seventy-five (75%) percent of the
         lowest Fair Market Value of a share of Common Stock during the fiscal
         quarter immediately preceding the Award Date. The cost shall be
         established as of the applicable Award Date and shall remain in effect
         unless modified by the Committee at least thirty (30) days prior to the
         applicable Award Date. Effective as of the first Award Date occurring
         after January 1, 2002 until modified by the Committee, the cost shall
         be seventy-five (75%) percent of the lowest Fair Market Value of a
         share of Common Stock during the fiscal quarter immediately preceding
         the Award Date.


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