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 9, 2003
                                                 -------------------------



                              HASBRO, INC.
                          --------------------
         (Exact name of registrant as specified in its charter)



 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, including area code)




Item 5.    Other Events and Regulation FD Disclosure.

           As announced in a press release dated December 9, 2003, which
           is attached hereto as Exhibit 99, Hasbro, Inc., a Rhode Island
           corporation (the "Company") announced that $166,789,000 in
           aggregate principal amount of 8 1/2% Notes due 2006 had been
           tendered to the Company as of 5:00 p.m., New York City time on
           Monday, December 8, 2003, pursuant to the Company's Offer to
           Purchase dated November 24, 2003.




Item 7.    Financial Statements and Exhibits.

           (c) Exhibits

           99  Press Release, dated December 9, 2003, 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 9, 2003                   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 9, 2003


                                 Exhibit Index

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

99           Press Release, dated December 9, 2003, of Hasbro, Inc.

EX-99

                                                                  EXHIBIT 99



For Immediate Release          Contact: Karen A. Warren (Investor Relations)
December 9, 2003                                                401-727-5401
                                        Wayne S. Charness (News Media)
                                                                401-727-5983

                  Hasbro, Inc. Announces Early Tender Results

     PAWTUCKET, R.I.  - December 9, 2003 -- Hasbro, Inc. (NYSE: HAS) announced
today that $166,789,000 aggregate principal amount of its 8 1/2% Notes due
2006 (CUSIP No. 418056AL1, the "Notes") had been tendered pursuant to Hasbro's
tender offer (the "Tender Offer") as of 5:00 p.m., New York City time on
Monday, December 8, 2003 (the "Early Tender Date").  The terms and conditions
of the Tender Offer are set forth in Hasbro's Offer to Purchase dated November
24, 2003 and the related Letter of Transmittal.  The amount tendered
represents 83.4% of the principal amount currently outstanding.  All holders
who validly tendered their Notes prior to the Early Tender Date will receive,
if such Notes are accepted for purchase pursuant to the Tender Offer, a price
equal to $1,130.00 per $1,000 principal amount of Notes tendered (the "Total
Consideration").  Any holder validly tendering Notes after the Early Tender
Date but before the expiration of the Tender Offer will receive, if such Notes
are accepted for purchase pursuant to the Tender Offer, a price equal to
$1,110.00 per $1,000 principal amount of Notes, which amount is equal to the
Total Consideration less the early tender premium of $20 per $1,000 principal
amount of Notes.   In addition, accrued but unpaid interest to, but not
including, the date of payment for the Notes will be paid for all Notes
validly tendered and accepted for payment.

     The Tender Offer is scheduled to expire at 12:00 midnight, New York City
time, on December 22, unless extended.  The Tender Offer is conditioned on,
among other things, the absence of a material adverse change or similar event
affecting Hasbro, its ability to consummate the Tender Offer or the value or
trading market for the Notes.

     Hasbro has retained Bear, Stearns & Co. Inc. and Barclays Capital Inc. to
serve as the Dealer Managers for the tender offer and D.F. King & Co., Inc to
serve as the Information Agent.   Requests for Tender Offer documents may be
directed to D.F. King & Co., Inc. by telephone at (800) 207-3158 (toll free).
Questions regarding the Tender Offer may be directed to Bear, Stearns & Co.
Inc. at (877) 696-2327 (toll free) or Barclays Capital Inc. at (888) 227-2275
(toll free).

     Hasbro is a worldwide leader in children's and family leisure time and
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, SUPER SOAKER, 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." 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. Hasbro'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: Hasbro'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 and public health conditions, including factors which
impact the retail market or Hasbro's ability to manufacture and deliver
products, higher fuel and commodity prices, higher transportation costs,
currency fluctuations and government regulation and other conditions in the
various markets in which Hasbro operates throughout the world; the inventory
policies of retailers, including the concentration of Hasbro'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;
work stoppages, slowdowns or strikes, which may impact Hasbro's ability to
manufacture or deliver product; the bankruptcy or other lack of success of one
of Hasbro's significant retailers which could negatively impact Hasbro's
revenues or bad debt exposure; the impact of competition on revenues, margins
and other aspects of Hasbro'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 Hasbro's consolidation programs or
alter Hasbro's actions and reduce actual results; the risk that anticipated
benefits of acquisitions may not occur or be delayed or reduced in their
realization; and other risks and uncertainties as may be detailed from time to
time in Hasbro's public announcements and SEC filings. Hasbro 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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