SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                                   FORM 8-A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



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


      Rhode Island                                  05-01155090
- ------------------------                ---------------------------------
(State of incorporation)                (IRS employer identification no.)


1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND                       02861
- ------------------------------------------                     ----------
(Address of principal executive offices)                       (Zip code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                        Name of each exchange on which
to be so registered                        each class is to be registered
- -------------------                        ------------------------------
Preference Stock Purchase Rights           New York Stock Exchange


If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]

If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form
relates:

     Not applicable


Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
                               ----------------
                               (Title of class)


Item 1.  Description of Registrant's Securities to be Registered
         -------------------------------------------------------
A description of the Preference Stock Purchase Rights of the Registrant is
contained under the captions "DESCRIPTION OF CAPITAL STOCK", and "CERTAIN
ANTI-TAKEOVER PROVISIONS" in the Prospectus dated June 24, 1998, forming a
part of the Registrant's Registration Statement on Form S-3, File No.333-
44101.

Item 2.  Exhibits
         --------
         Rights Agreement, dated June 4, 1989 between the Registrant and
         BankBoston, N.A. (formerly known as The First National Bank of
         Boston) (incorporated by reference to Exhibit 1 to the
         Registrant's Form 8-A, dated June 12, 1989, as amended by the
         Registrant's Form 8, dated September 7, 1990).

                                  SIGNATURE

    Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.




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


Date: June 4, 1999                 By: /s/ Phillip H. Waldoks
                                        ----------------------
                                        Phillip H. Waldoks
                                        Senior Vice President - Corporate
                                        Legal Affairs and Secretary