EXHIBIT 10.13

                             AMENDMENT NO. 1 TO THE
                  SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN
                            DATED SEPTEMBER 16, 1998



         WHEREAS,  the Scholastic  Corporation (the "Company") 1995 Stock Option
Plan (the  "Plan")  was  approved  by the  holders  of Class A Stock at the 1995
Annual Meeting of Stockholders and became effective on September 21, 1995; and

         WHEREAS,  pursuant  to  Section 6 of the Plan,  the Board of  Directors
retained the right to amend the Plan;

         NOW,  THEREFORE,  subject to the  approval of this  Amendment  No. 1 by
holders of the Company at the 1998 Annual Meeting of  Stockholders,  the Plan is
amended as follows:

1.   Section 5 of the Plan is  amended  to delete  the  first  paragraph  and to
     insert in lieu thereof a new first paragraph, to read as follows:

                  The  aggregate  number of shares of Common Stock  reserved for
                  issuance  pursuant  to the  Plan  shall be  3,500,000,  or the
                  number and kind of shares of stock or other  securities  which
                  shall be  substituted  for such shares or to which such shares
                  shall be adjusted as provided in Section 8(i) hereof.

2.   This  Amendment No. 1 to the Plan shall be  effective,  if at all, upon its
     approval  by the  holders  of Class A Stock at the  Company's  1998  Annual
     Meeting of Stockholders.


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