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.
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           (Exact name of registrant as specified in its charter)

          Rhode Island                          05-0155090
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      (State of Incorporation                  (IRS Employer
          or Organization)                   Identification No.)


    1027 Newport Avenue, Pawtucket, Rhode Island           02861
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    (Address of principal executive offices)             (Zip Code)


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


 Securities Act registration statement file number to which this form
 relates:            N/A
          ------------------------
              (If applicable)

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

                                        Name of each exchange
        Title of each class             on which each class
        to be so registered             is to be registered
        -------------------             ---------------------
     Preference Stock Purchase          New York Stock Exchange, Inc.
     Rights (Pursuant to Rights
     Agreement dated as of
     June 16, 1999)

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

                                    None
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                              (Title of Class)



 ITEM 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED.

           On June 16, 1999, the Board of Directors of Hasbro, Inc. (the
 "Company") declared a dividend distribution of one Right for each
 outstanding share of common stock, par value $.50 per share, of the Company
 ("Common Stock").  The distribution is payable to the shareholders of
 record at the close of business on June 30, 1999.  Each Right entitles the
 registered holder to purchase from the Company one ten-thousandth of a
 share of a new series of the Company's preference stock designated as
 Series C Junior Participating Preference Stock ("Preference Stock") at a
 price of $140.00 per one ten-thousandth of a share, subject to adjustment
 under certain circumstances (the "Purchase Price").  The description and
 terms of the Rights are set forth in a Rights Agreement (the "Rights
 Agreement") between the Company and BankBoston, N.A., as Rights Agent (the
 "Rights Agent").

           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  Subject to certain exceptions specified
 in the Rights Agreement, the Rights will separate from the Common Stock and
 a "Distribution Date" will occur upon the earlier of (i) 10 business days
 following a public announcement that a person or group of affiliated or
 associated persons (an "Acquiring Person") has acquired beneficial
 ownership of 15% or more of the outstanding shares of Common Stock (the
 "Stock Acquisition Date"), other than as a result of repurchases of stock
 by the Company or (ii) 10 business days (or such later date as the Board
 shall determine) following the commencement of a tender offer or exchange
 offer that would result in a person or group becoming an Acquiring Person.
 Until the Distribution Date, (i) the Rights will be evidenced by the Common
 Stock certificates and will be transferred with and only with such Common
 Stock certificates, (ii) new Common Stock certificates issued after the
 Record Date will contain a notation incorporating the Rights Agreement by
 reference and (iii) the surrender for transfer of any certificates for
 Common Stock outstanding will also constitute the transfer of the Rights
 associated with the Common Stock represented by such certificate.  Pursuant
 to the Rights Agreement, the Company reserves the right to require prior to
 the occurrence of a Triggering Event (as defined below) that, upon any
 exercise of Rights, a number of Rights be exercised so that only whole
 shares of Preference Stock will be issued.

           The Rights are not exercisable until the Distribution Date and
 will expire at 5:00 P.M. (Boston, Massachusetts time) on June 30, 2009 (the
 "Expiration Date"), unless such date is extended or the Rights are earlier
 redeemed or exchanged by the Company as described below.

           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  Except as
 otherwise determined by the Board of Directors, only shares of Common Stock
 issued prior to the Distribution Date will be issued with Rights.

           In the event that a Person becomes an Acquiring Person, except
 pursuant to an offer for all outstanding shares of Common Stock determined
 by at least a majority of the independent directors to be at a price which
 is fair and not inadequate and to otherwise be in the best interests of the
 Company and its shareholders, after receiving advice from one or more
 investment banking firms (a "Qualified Offer"), each holder of a Right will
 thereafter have the right to receive, upon exercise, Common Stock (or, in
 certain circumstances, cash, property or other securities of the Company)
 having a value equal to two times the Purchase Price of the Right.
 Notwithstanding any of the foregoing, following the occurrence of the event
 set forth in this paragraph, all Rights that are, or (under certain
 circumstances specified in the Rights Agreement) were, beneficially owned
 by any Acquiring Person will be null and void.  However, Rights are not
 exercisable following the occurrence of the event set forth above until
 such time as the Rights are no longer redeemable by the Company as set
 forth below.

           For example, at a Purchase Price of $140.00 per Right, each Right
 not owned by an Acquiring Person (or by certain related parties) following
 an event set forth in the preceding paragraph would entitle its holder to
 purchase $280.00 worth of Common Stock (or other consideration, as noted
 above) for $140.00.  Assuming that the Common Stock had a per share value
 of $35.00 at such time, the holder of each valid Right would be entitled to
 purchase 8 shares of Common Stock for $280.00.

           In the event that, on or at any time after a Stock Acquisition
 Date, the Company (i) engages in a merger or other business combination
 transaction in which the Company is not the surviving corporation (other
 than with an entity which acquired the shares pursuant to a Qualified
 Offer), (ii) the Company engages in a merger or other business combination
 transaction in which the Company is the surviving corporation and any
 shares of the Company's Common Stock are changed into or exchanged for
 other securities or assets or (iii) 50% or more of the assets, cash flow or
 earning power of the Company and its subsidiaries (taken as a whole) are
 sold or transferred, each holder of a Right (except Rights that have
 previously been voided as set forth above) shall thereafter have the right
 to receive, upon the exercise thereof at the then current exercise price of
 the Right, that number of shares of common stock of the acquiring Company
 which at the time of such transaction would have a market value (determined
 as provided in the Rights Agreement) of two times the Purchase Price of the
 Right.  The events set forth in this paragraph and in the second preceding
 paragraph are referred to as the "Triggering Events."

           At any time prior to the earlier of the close of business on the
 tenth business day after a Stock Acquisition Date or the Final Expiration
 Date, the Company may redeem the rights in whole, but not in part, at a
 price of $.01 per Right, payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors (the "Redemption
 Price").  Promptly upon the action of the Board of Directors of the Company
 electing to redeem the Rights, the Rights will terminate and the only right
 of the holders of Rights will be to receive the Redemption Price.  The
 foregoing notwithstanding, in the event that a majority of the Board of
 Directors of the Company is elected by shareholder action by written
 consent, or is comprised of persons elected at a meeting of shareholders
 who were not nominated by the Board of Directors in office immediately
 prior to such meeting, then the Rights shall not be redeemed if such
 redemption is reasonably likely to have the purpose or effect of allowing
 any person to become an Acquiring Person or otherwise facilitate the
 occurrence of a Triggering Event or transaction with an Acquiring Person,
 for a period of one hundred eighty (180) days following the effectiveness
 of such election.

           At any time after a person becomes an Acquiring Person and prior
 to the acquisition by such person or group of fifty percent (50%) or more
 of the outstanding Common Stock, the Board may exchange the Rights (other
 than Rights owned by such person or group which shall have become void), in
 whole or in part, for Common Stock at an exchange ratio of one share of
 Common Stock, or one ten-thousandth of a share of Preference Stock (or of a
 share of a class or series of the Company's preference stock having
 equivalent rights, preferences and privileges), per Right (subject to
 adjustment).

           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a shareholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to shareholders or to the
 Company, shareholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company or in the event of the redemption of the Rights as set
 forth above.

           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Company prior to the Distribution Date.
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board in order to cure any ambiguity, to make changes which
 do not adversely affect the interests of holders of Rights, or to shorten
 or lengthen any time period under the Rights Agreement.  The foregoing
 notwithstanding, no amendment may be made at such time as the Rights are
 not redeemable.

            Each share of Common Stock of the Company outstanding at the
 close of business on June 30, 1999, will receive one Right.  So long as the
 Rights are attached to the Common Stock, one additional Right (as such
 number may be adjusted pursuant to the provisions of the Rights Agreement)
 shall be deemed to be delivered for each share of Common Stock issued or
 transferred by the Company in the future.  In addition, following the
 Distribution Date and prior to the expiration or redemption of the Rights,
 the Company may issue Rights when it issues Common Stock only if the Board
 deems it to be necessary or appropriate, or in connection with the issuance
 of shares of Common Stock pursuant to the exercise of stock options or
 under employee plans or upon the exercise, conversion or exchange of
 certain securities of the Company.  Sixty thousand shares of Preference
 Stock are initially reserved for issuance upon exercise of the Rights.

           The Rights may have certain anti-takeover effects.  The Rights
 will cause substantial dilution to a person or group that attempts to
 acquire the Company in a manner which causes the Rights to become discount
 Rights unless the offer is conditional on a substantial number of Rights
 being acquired.  The Rights, however, should not affect any prospective
 offeror willing to make an offer at a price that is fair and not inadequate
 and otherwise in the best interest of the Company and its shareholders.
 The Rights should not interfere with any merger or other business
 combination approved by the Board since the Board may, at its option, at
 any time until ten days following the Stock Acquisition Date redeem all but
 not less than all the then outstanding Rights at the Redemption Price.

           The Rights Agreement, dated as of June 16, 1999, between the
 Company and BankBoston, N.A., as Rights Agent, specifying the terms of the
 Rights is attached hereto as an exhibit and is incorporated herein by
 reference.  The foregoing description of the Rights is qualified in its
 entirety by reference to such exhibit.

 ITEM 2.   EXHIBITS.

      1    Rights Agreement, dated as of June 16, 1999, between Hasbro, Inc.
           and BankBoston, N.A., as Rights Agent, including the form of
           Certificate of Designations for the Series C Junior Participating
           Preference Stock as Exhibit A, the form of Rights Certificate as
           Exhibit B and the Summary of Rights to Purchase Preference Stock
           as Exhibit C.  Pursuant to the Rights Agreement, printed Rights
           Certificates will not be mailed until after the Distribution Date
           (as such term is defined in the Rights Agreement) (Incorporated
           by reference to Exhibit No. 4 to the Current Report on Form 8-K
           of Hasbro, Inc. dated June 16, 1999).



                                 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.

 Dated: June 24, 1999               HASBRO, INC.


                                    By: /s/ Phillip H. Waldoks
                                        ------------------------------
                                        Name:  Phillip H. Waldoks
                                        Title: Senior Vice President -
                                               Corporate Legal Affairs
                                               and Secretary




                               EXHIBIT INDEX


 Exhibit    Description                                             Page
 -------    -----------                                             ----
    1       Rights Agreement, dated as of June 16, 1999,
            between Hasbro, Inc. and BankBoston, N.A., as
            Rights Agent, including the form of Certificate
            of Designations for the Series C Junior
            Participating Preference Stock as Exhibit A,
            the form of Rights Certificate as Exhibit B and
            the Summary of Rights to Purchase Preference
            Stock as Exhibit C.  Pursuant to the Rights
            Agreement, printed Rights Certificates will not
            be mailed until after the Distribution Date (as
            such term is defined in the Rights Agreement)
            (Incorporated by reference to Exhibit No. 4 to
            the Current Report on Form 8-K of Hasbro, Inc.
            dated June 16, 1999).