EXHIBIT 10.4

                             AMENDMENT NO. 2 TO THE
                 SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN




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

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

     WHEREAS, the Board desires to amend the Plan.

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

     1. Paragraph (h) of Section 8 of the Plan is amended by adding the
following sentence at the end thereof:


          "Notwithstanding any provision herein to the contrary, the Committee
          may determine at the time of grant or thereafter that a Non-Qualified
          Option that is otherwise not transferable pursuant to this Section
          8(h) is transferable to a Family Member, as defined herein, in whole
          or in part and in such circumstances, and under such conditions, as
          specified by the Committee. A Non-Qualified Option that is transferred
          to a Family Member pursuant to the preceding sentence (i) may not be
          subsequently transferred other than by will or by the laws of descent
          and distribution and (ii) remains subject to the terms of the Plan and
          the Option agreement. For purposes of this Section 8(h), a "Family
          Member" means, except to the extent otherwise provided for in Form S-8
          under the Securities Act of 1933, as amended (the "Securities Act"),
          any child, stepchild, grandchild, parent, stepparent, grandparent,
          spouse, former spouse, sibling, niece, nephew, mother-in-law,
          father-in-law, son-in-law, daughter-in-law, brother-in-law, or
          sister-in-law, including adoptive relationships, any person sharing
          the employee's household (other than a tenant or employee), a trust in
          which these persons have more than 50% of the beneficial interest, a
          foundation in which these persons (or the employee) control the
          management of assets, and any other entity in which these persons (or
          the employee) own more than 50% of the voting interests or as
          otherwise defined in Form S-8 under the Securities Act."


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