8-K

                    SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549


                                FORM 8-K

                             CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of Earliest Event Reported):      November 26, 2001
                                                 -------------------------



                              HASBRO, INC.
                          --------------------
                          (Name of Registrant)



 RHODE ISLAND                    1-6682                    05-0155090
- --------------                ------------             -------------------
  (State of                   (Commission                 (IRS Employer
Incorporation)                File Number)             Identification No.)



1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND                   02862
- ------------------------------------------             -------------------
 (Address of Principal Executive Offices)                  (Zip Code)



                             (401) 431-8697
                     -------------------------------
                     (Registrant's Telephone Number)




Item 5.    Other Events and Regulation FD Disclosure

           The November 26, 2001 and November 27, 2001 Press Releases of
           the Registrant attached hereto as EXHIBIT 99.1 and EXHIBIT 99.2,
           respectively, are incorporated herein by reference.

Item 7(c)  Exhibits

           99.1  Press Release, dated November 26, 2001, of Hasbro, Inc.
           99.2  Press Release, dated November 27, 2001, of Hasbro, Inc.

                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             HASBRO, INC.
                                             ------------
                                             (Registrant)


Date: November 27, 2001                    By: /s/ David D. R. Hargreaves
                                              --------------------------
                                              David D. R. Hargreaves

                                              Senior Vice President and
                                              Chief Financial Officer
                                              (Duly Authorized Officer and
                                              Principal Financial Officer)




                                  HASBRO, INC.
                           Current Report on Form 8-K
                              Dated November 27, 2001


                                 Exhibit Index

Exhibit
  No.                              Exhibits
- -------                            --------

99.1         Press Release dated November 26, 2001, of Hasbro, Inc.
99.2         Press Release dated November 27, 2001, of Hasbro, Inc.

EX-99

                                            EXHIBIT 99.1



FOR IMMEDIATE RELEASE

CONTACT:  Gary Serby
          Corporate Communications
          (401-727-5582)


           HASBRO TO OFFER CONVERTIBLE DEBENTURES


     PAWTUCKET, R.I., November 26, 2001 - Hasbro, Inc.
(NYSE:HAS) announced today a private offering of
$200,000,000 of Convertible Senior Debentures, to be issued
under Rule 144A and Regulation S.

     The initial purchasers will have the option to purchase
an additional $50,000,000 of Convertible Senior Debentures
for a period of 13 days.

     The Company intends to use the proceeds generated from
the offering to refinance existing debt.

     The Debentures and common stock issuable upon
conversion have not been registered under United States or
state securities laws and may not be offered or sold in the
United States except to qualified institutional buyers.

     Hasbro is a worldwide leader in children's and family
leisure time entertainment products and services, including
the design, manufacture and marketing of games and toys
ranging from traditional to high-tech.  Both internationally
and in the U.S., its PLAYSKOOL, TONKA, MILTON BRADLEY,
PARKER BROTHERS, TIGER, and WIZARDS OF THE COAST brands and
products provide the highest quality and most recognizable
play experiences in the world.

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.

                             ###

EX-99

                                          EXHIBIT 99.2




FOR IMMEDIATE RELEASE

CONTACT:  Wayne Charness
          Corporate Communications
          401-727-5983



    HASBRO OFFERS $225 MILLION IN CONVERTIBLE DEBENTURES

     PAWTUCKET, R.I., November 27, 2001 - Hasbro, Inc.
(NYSE:HAS) today announced details of a private offering of
$225 million of Convertible Senior Debentures due 2021.  The
Convertible Senior Debentures will carry an annual interest
rate of 2.75 percent and will be issued under Rule 144A and
Regulation S.

     These Debentures will be convertible into shares of
Hasbro common stock at a price of $21.60 per share if the
closing price of Hasbro common stock on the New York Stock
Exchange exceeds certain levels for a specified period of
time or in certain other circumstances.  This conversion
premium represents a 25 percent premium over Hasbro's closing
price of $17.28 on November 26, 2001.  Debenture holders may
put the notes back to Hasbro on December 1, 2005, December 1,
2011, and December 1, 2016.

     The initial purchasers will have the option to purchase
an additional $25 million of the Debentures for a period of
13 days.

     The Company intends to use the proceeds generated from
the offering to refinance existing debt.

     The Debentures and common stock issuable upon conversion
have not been registered under United States or state
securities laws and may not be offered or sold in the United
States except to qualified institutional buyers.

      Hasbro is a worldwide leader in children's and family
leisure time entertainment products and services, including
the design, manufacture and marketing of games and toys
ranging from traditional to high-tech.  Both internationally
and in the U.S., its PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER
BROTHERS, TIGER, and WIZARDS OF THE COAST brands and products
provide the highest quality and most recognizable play
experiences in the world.

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.

                             ###