Exhibit 10.3


                                 AMENDMENT NO. 3
                         (DATED EFFECTIVE MAY 25, 2006)
                                       TO
                  SCHOLASTIC CORPORATION 1997 OUTSIDE DIRECTORS
                                STOCK OPTION PLAN
                    (AMENDED AND RESTATED AS OF MAY 25, 1999)

                  1.       Section 3 of the Plan is amended FIRST by deleting
the first paragraph appearing therein and SECOND by restating the first sentence
of the second paragraph to read as follows:

                  Except as provided in Section 5 below, an option may be
                  exercised, in whole or in part at any time and from time or
                  time during the period beginning with the date the option
                  first becomes exercisable and ending on the date the option
                  expires, by giving written notice of exercise to the Company
                  specifying the number of shares of Common Stock to be
                  purchased.

                  2.       Section 5 of the Plan is amended by restating
subsection (c)(4) to read as follows:

                  Notwithstanding the provisions of subsections (b) and (c)
                  above of this Section 5, in no event shall any option granted
                  under the Plan be exercised within six months after the date
                  of grant.

                  3.       Except as otherwise provided herein, the Plan is
ratified and confirmed and shall continue in full force and effect.

                  The foregoing amendment was duly approved by resolution of the
Board of Directors of Scholastic Corporation at its meeting held on May 25,
2006.