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 23, 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 23, 2003, which is attached
hereto as Exhibit 99, Hasbro, Inc., a Rhode Island corporation (the
"Company") announced that its tender offer for all outstanding 8 1/2% notes
due in 2006 (the "Notes") expired at 12:00 midnight, New York City time, on
Monday December 22, 2003, and that it has accepted for payment and will
purchase all Notes validly tendered pursuant to the tender offer and not
withdrawn. The aggregate principal amount of Notes validly tendered and not
withdrawn was $167,257,000 and the aggregate cost to purchase the Notes
tendered pursuant to the tender offer was approximately $188,991,050, plus
approximately $3,870,141 of accrued but unpaid interest to, but not
including, the day of payment for the Notes.



Item 7.    Financial Statements and Exhibits.

           (c) Exhibits

           99  Press Release, dated December 23, 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 23, 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 23, 2003


                                 Exhibit Index

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

99           Press Release, dated December 23, 2003, of Hasbro, Inc.

EX-99

                                                 EXHIBIT 99

For Immediate Release          Contact: Karen A. Warren
December 23, 2003                      (Investor Relations)
                                        401-727-5401
                                        Wayne S. Charness
                                       (News Media)
                                        401-727-5983

         Hasbro, Inc. Announces Final Tender Results
PAWTUCKET, R.I.  - December 23, 2003 -- Hasbro, Inc. (NYSE:
HAS) announced today that its tender offer for all of its
outstanding 8 1/2% Notes due 2006 (CUSIP No. 418056AL1, the
"Notes") expired at 12:00 midnight New York City time, on
December 22, 2003, and that it has accepted for payment and
will purchase all Notes validly tendered pursuant to the
tender offer and not withdrawn prior to such expiration.
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 (together, the "Tender
Offer Documents").  The aggregate principal amount of the
Notes validly tendered and not withdrawn was
$167,257,000.  The holders of the tendered Notes who
tendered their Notes prior to 5:00 p.m. New York City time
on December 8, 2003, the early tender date, will receive a
price equal to $1,130.00 per $1,000 principal amount of the
Notes plus accrued but unpaid interest to, but not
including, the date of payment for the Notes.  Holders who
tendered their Notes after the early tender date will
receive $1,110.00 per $1,000 principal amount of Notes, plus
accrued but unpaid interest to, but not including, the date
of payment for the Notes.  The aggregate cost to purchase
the Notes tendered pursuant to the tender offer is
approximately $188,991,050 plus approximately $3,870,141 of
accrued but unpaid interest to, but not including, the day
of payment for the Notes.
     Following the purchase of the Notes accepted in the
tender offer, approximately $32,743,000 in aggregate
principal amount of the Notes will remain outstanding and
are scheduled to mature on March 15, 2006.
     Bear, Stearns & Co. Inc. and Barclays Capital Inc.
served as the Dealer Managers for the tender offer and D.F.
King & Co., Inc. served as the Information Agent.  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.

                            # # #