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):      December 12, 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 December 12, 2001 Press Release of the Registrant attached
           hereto as EXHIBIT 99 is incorporated herein by reference.

Item 7(c)  Exhibits

           99    Press Release, dated December 12, 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: December 13, 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 December 13, 2001


                                 Exhibit Index

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

99         Press Release, dated December 12, 2001, of Hasbro, Inc.

EX-99

                                               Exhibit 99


FOR IMMEDIATE RELEASE

CONTACT:  Wayne Charness                Karen Warren
          Corporate Communications      Investor Relations
          401-727-5983                  401-727-5401



     HASBRO CLOSES SALE OF AN ADDITIONAL $25 MILLION IN
                CONVERTIBLE SENIOR DEBENTURES

     PAWTUCKET, R.I., December 12, 2001 - Hasbro, Inc.
(NYSE:HAS) announced today that it has completed the sale of
an additional $25 million in Convertible Senior Debentures
due 2021.  Today's closing follows a full exercise by the
initial purchasers of their option to purchase an additional
$25 million in Debentures.  The Company intends to use the
proceeds generated from the offering to refinance existing
debt.

     The Debentures bear an annual interest rate of 2.75
percent and, depending on the market price of Hasbro's
common stock, could be subject to an upward interest rate
adjustment commencing December 1, 2005.

     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, the
Debentures will be convertible into shares of Hasbro stock
at an initial conversion price of $21.60 per share.  This
conversion price 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, and
Hasbro may pay the purchase price in any such case in cash
or shares of common stock, or any combination of cash and
shares.

     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.

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