Exhibit 10.6


                             AMENDMENT NO. 1 TO THE
                SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN

         WHEREAS, Scholastic Corporation (the "Company") maintains the
Scholastic Corporation 2001 Stock Incentive Plan (the "Plan");

         WHEREAS, pursuant to Article X of the Plan, the Company reserved the
right, by action of its Board of Directors or its Human Resources and
Compensation Committee (the "Committee"), to amend the Plan from time to time;
and

         WHEREAS, the Committee desires to amend the Plan.

         NOW, THEREFORE, effective May 25, 2006, the Plan is amended as follows:

                  1.       Paragraph (c) of Section 6.3 of the Plan is amended
by deleting the last sentence appearing therein.

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