SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HASSENFELD ALAN G

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HASBRO INC [ HAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Share Forward Transaction	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/20/2008		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			1,000,188⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	1,000,188	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	0	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Please see footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Variable Share Forward Transaction	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	02/20/2008		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		1,000,188⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	1,000,188	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	1,000,188	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Please see footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. On February 20, 2008, Mr. Hassenfeld entered into an amended variable share forward transaction (the "Transaction") with an unrelated third party (the "Buyer") relating to 1,000,188 shares of Common Stock. The transaction is scheduled to settle on February 27, 2009 (the "Settlement Date"). The transaction specifies a forward floor price of $27.0913 per share and a forward cap price of $32.5096 per share. The Transaction replaces the prior variable share forward transaction entered into by Mr. Hassenfeld and the Buyer on October 31, 2005 relating to the same number of shares.

2. On the Settlement Date, Mr. Hassenfeld will deliver to the Buyer (i) if the settlement price is less than or equal to the forward floor price, 1,000,188 shares, (ii) if the settlement price is greater than the forward floor price, but less than or equal to the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the forward floor price divided by the settlement price, and (iii) if the settlement price is greater than the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the quotient of (x) the forward floor price plus the excess of the settlement price over the forward cap price and (y) the settlement price.

3. In connection with the Transaction, Mr. Hassenfeld received a net cash payment from the Buyer of $473,799.95.

4. In lieu of delivering shares, Mr. Hassenfeld may elect to settle the Transaction on the Settlement Date for cash. The amended prepayment amount under the Transaction is $23,782,504.28. Mr. Hassenfeld has pledged 1,000,188 shares of Common Stock to secure his obligations under the Transaction.

	Tarrant Sibley, p/o/a for Alan G. Hassenfeld	02/21/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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