EXHIBIT 99.2


    Factors Affecting Future Results and Definition of EBITDA


Certain statements contained in this release contain "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.  These statements may be identified
by the use of forward-looking words or phrases such as
"anticipate", "believe", "could", "expect", "intend", "look
forward",  "may", "planned", "potential", "should", "will" and
"would".  Such forward-looking statements are inherently subject
to known and unknown risks and uncertainties.  The Company's
actual actions or results may differ materially from those
expected or anticipated in the forward-looking statements.
Specific factors that might cause such a difference include, but
are not limited to, the Company's ability to manufacture, source
and ship new and continuing products on a timely basis and the
acceptance of those products by customers and consumers at prices
that will be sufficient to profitably recover development,
manufacturing, marketing, royalty and other costs of products;
economic conditions, including higher fuel prices, currency
fluctuations and government regulation and other actions in the
various markets in which the Company operates throughout the
world; the inventory policies of retailers, including the
concentration of the Company's revenues in the second half and
fourth quarter of the year, together with increased reliance by
retailers on quick response inventory management techniques, which
increases the risk of underproduction of  popular items,
overproduction of less popular items and failure to achieve tight
and compressed shipping schedules; the impact of competition on
revenues, margins and other aspects of the Company's business,
including the ability to secure, maintain and renew popular
licenses and the ability to attract and retain talented employees
in a competitive environment; market conditions, third party
actions or approvals and the impact of competition that could
delay or increase the cost of implementation of the Company's
consolidation programs or alter the Company's actions and reduce
actual results, and the risk that anticipated benefits of
acquisitions may not occur or be delayed or reduced in their
realization. The Company undertakes no obligation to make any
revisions to the forward-looking statements contained in this
release or to update them to reflect events or circumstances
occurring after the date of this release.

EBITDA (earnings before interest, taxes, depreciation and
amortization) represents operating profit plus depreciation and
all amortization. EBITDA is not adjusted for all noncash expenses
or for working capital, capital expenditures or other investment
requirements and, accordingly, is not necessarily indicative of
amounts that may be available for discretionary uses. Thus, EBITDA
should not be considered in isolation or as a substitute for net
earnings or cash provided by operating activities, each prepared
in accordance with generally accepted accounting principles, when
measuring Hasbro's profitability or liquidity as more fully
discussed in the Company's financial statements and securities
filings.