EXHIBIT 10.15

                              STOCK UNIT AGREEMENT
                                    UNDER THE
                SCHOLASTIC CORPORATION 2001 STOCK INCENTIVE PLAN

         This Agreement (the  "Agreement")  is entered into as of the ___ day of
____________,  20__, by and between  Scholastic  Corporation (the "Company") and
_______________ (the "Participant").

                              W I T N E S S E T H:

         WHEREAS, the Company has adopted the Scholastic  Corporation 2001 Stock
Incentive Plan (the "Plan"),  which is administered by a Committee  appointed by
the Company's Board of Directors (the "Committee"); and

         WHEREAS,  pursuant  to  Section  3.3 of the Plan,  the  Committee  also
adopted   guidelines   for  the  grant  of  Stock  Units  under  the  Plan  (the
"Guidelines"), which constitute an Other Stock-Based Award under the Plan.

         NOW, THEREFORE,  for and in consideration of the mutual promises herein
contained,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       GRANT OF STOCK UNITS.

         Subject to the restrictions and other conditions set forth herein,  the
Committee has authorized this grant of __________ Stock Units on  _____________,
20__ (the "Grant Date").

         2.       VESTING AND PAYMENT.

                  (a)      Except as provided in Section 2(c) of this Agreement,
25% of the Award of Stock Units shall vest on the first anniversary of the Grant
Date and an  additional  25% of such  Award of Stock  Units  shall  vest on each
succeeding  anniversary  of the Grant Date,  provided  that the  Participant  is
continuously  employed by the Company or any of its  Affiliates  (including  any
period during which the Participant is on leave of absence or any other break in
employment in accordance  with the Company's  policies and  procedures)  on each
applicable vesting date.

                  (b)      Except as provided in Section 2(c) of this Agreement,
a share of Common Stock shall be  distributed  with respect to each vested Stock
Unit as soon as practicable following the applicable vesting date.

                  (c)      Upon a Termination  of Employment or  Termination  of
Consultancy (as  applicable) by the Participant for Good Reason,  by the Company
without  Cause  or  as a  result  of  the  Participant's  death,  Disability  or
Retirement,  all outstanding  unvested Stock Units shall  immediately vest and a
share of Common  Stock with respect to each Stock Unit shall be  distributed  as
soon as practicable  following such termination.  Notwithstanding the foregoing,
upon a Termination of Employment (other than as a result of death or Disability)
of a Key  Employee,  distributions  shall be  delayed  until  six  months  after
Termination of Employment.

                  (d)      Except as otherwise  provided in Section 2(c) of this
Agreement,  Stock Units that are not vested as of the date of the  Participant's
Termination of Employment or  Termination  of  Consultancy  for any reason shall
terminate and be forfeited in their entirety as of the date of such termination.

         3.       WITHHOLDING.

         Participant  shall  pay,  or  make  arrangements  to pay,  in a  manner
satisfactory  to the Company,  an amount  equal to the amount of all  applicable
federal,  state and local or foreign  taxes  that the  Company  is  required  to
withhold at any time. In the absence of such arrangements, the Company or one of
its   Affiliates   shall  have  the  right  to  withhold  such  taxes  from  the
Participant's  normal  pay or  other  amounts  payable  to the  Participant.  In
addition, any statutorily required withholding  obligation may be satisfied,  in
whole  or in  part,  at the  Participant's  election,  in the  form  and  manner
prescribed by the  Committee,  by delivery of shares of Common Stock  (including
shares issuable under this Agreement).

                                       1
<PAGE>

         4.       PLAN AND GUIDELINES.

         In addition to the terms and  conditions  set forth  herein,  the Stock
Units are subject to and governed by the terms and  conditions  set forth in the
Plan and the  Guidelines,  which are hereby  incorporated  by reference.  Unless
otherwise indicated, any capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Plan and the Guidelines.

         5.       RESTRICTIONS ON SALE.

         Affiliates  may resell  Common  Stock  only  pursuant  to an  effective
registration  statement under the Securities Act, pursuant to Rule 144 under the
Securities  Act, or pursuant to another  exemption from  registration  under the
Securities Act.

         6.       AMENDMENT.

         To the extent  applicable,  the Board or the  Committee may at any time
and from time to time amend,  in whole or in part,  any or all of the provisions
of this  Agreement to comply with  Section 409A of the Code and the  regulations
thereunder or any other applicable law and may also amend,  suspend or terminate
this Agreement subject to the terms of the Plan.

         7.       NOTICES.

         Any notice given  hereunder  shall be in writing and shall be deemed to
have been duly  given:  (i) when  delivered  in person;  (ii) two (2) days after
being sent by United States mail;  or (iii) on the first  business day following
the date of deposit if delivered by a nationally  recognized  overnight delivery
service,  to the appropriate party at the address set forth below (or such other
address as the party shall from time to time specify):If to the Company, to:

                  Scholastic Corporation
                  557 Broadway
                  New York, New York 10012
                  Attention: Corporate Secretary Department

         If to the  Participant,  to the most  recent  address  on file with the
Company.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first set forth above.


                                          SCHOLASTIC CORPORATION


                                          By:_______________________________

                                          Title:____________________________


                                          PARTICIPANT


                                          ____________________________________