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                                                                   EXHIBIT 10.20

                                 AMENDMENT NO. 1
                           (DATED SEPTEMBER 20, 2001)
                                       TO
                 SCHOLASTIC CORPORATION 1997 OUTSIDE DIRECTORS'
                                STOCK OPTION PLAN
                    (AMENDED AND RESTATED AS OF MAY 25, 1999)

         The first paragraph of Section 2 of the Scholastic Corporation 1997
Outside Directors' Stock Option Plan (Amended and Restated as of May 25, 1999)
(the "Plan") is amended to provide:

                           (i) for the automatic annual grant of options to
                  purchase 6,000 shares of Common Stock, which amendment shall
                  become effective for the fiscal year commencing June 1, 2002;
                  and

                           (ii) that each such annual grant of options to
                  purchase 6,000 shares of Common Stock shall automatically be
                  granted on the date of the Annual Meeting of Stockholders held
                  during the relevant fiscal year, commencing with the Annual
                  Meeting of Stockholders held during the fiscal year commencing
                  June 1, 2002.

         Subject to the foregoing, the Plan remains in full force and effect in
accordance with the terms thereof.

         The foregoing amendments were duly approved by resolution of the Board
of Directors of Scholastic Corporation at its meeting held on September 20,
2001.


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