c33772_8k

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2004



SCHOLASTIC CORPORATION
(Exact Name of Registrant as Specified in Charter)



DELAWARE
000-19860
13-3385513
(State or Other Jurisdiction
(Commission File Number)
(I.R.S. Employer
of Incorporation)
Identification No.)

 

557 BROADWAY, NEW YORK,
10012
NEW YORK
(Zip Code)
(Address of Principal Executive Offices)

(212) 343-6100
(Registrant’s telephone number, including area code)

(Former Name or Former address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ]    Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

[    ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition

On September 21, 2004, Scholastic Corporation issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for its quarter ended August 31, 2004.

The information in this Current Report on Form 8-K, including Exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Scholastic’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable
   
(b) Not applicable
   
(c) The following exhibit is filed as part of this report:

Press release of Scholastic Corporation, dated September 21, 2004, is filed as Exhibit 99.1.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 21, 2004 SCHOLASTIC CORPORATION
  (Registrant)
     
  By:
/s/Mary A. Winston
   
     
  Name: Mary A. Winston
  Title: Executive Vice President and Chief Financial
    Officer

 


EXHIBIT INDEX

Number
Exhibit
   
99.1 Press release of Scholastic Corporation, dated September 21, 2004