================================================================================ 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): March 17, 2005 __________________ SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) __________________ DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) 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 March 17, 2005, Scholastic Corporation issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for its quarter ended February 28, 2005. 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 March 17, 2005, 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: March 17, 2005 SCHOLASTIC CORPORATION (Registrant) /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 March 17, 2005.