
<PAGE>
                                                   EXHIBIT 10(cc)
               HASBRO, INC. DEFERRED COMPENSATION PLAN
                     FOR NON-EMPLOYEE DIRECTORS


Article I - Purpose and Participation

1.1  The purpose of this Plan is to enhance the ability of
     Hasbro, Inc. ("Hasbro") to attract and retain as members of
     its Board of Directors ("Board") individuals of outstanding
     competence.

1.2  Non-employee members ("Directors") of the Board of Hasbro
     may elect to defer receipt of all or any portion of
     earned Director's fees into either a stock unit account (the
     "Stock Unit Account") or an interest-bearing account (the
     "Interest Account").  (A Director must, however, defer a
     minimum of 20% of the annual Board retainer fee into the
     Stock Unit Account.)  All other amounts deferred are at the
     election of the Director.  One-Quarter of a Director's
     annual Board (and Committee Chair, if applicable) retainer
     fee shall be deemed earned on the last business day of each
     calendar quarter and all Board and Board committee
     attendance fees shall be deemed earned on the last business
     day of the calendar quarter in which the meeting is attended
     by the Director.

1.3  Each Director must file with Hasbro by December 15 in
     any year a Deferral Election Form (Exhibit 1) indicating
     deferrals during the following calendar year.

1.4  If any individual initially becomes a Director during a
     calendar year, he or she may elect to defer Director's fees
     for that calendar year at any time before the start of such
     Director's term.

Article II - Deferred Compensation Accounts

2.1  For record-keeping purposes only, Hasbro shall maintain
     a Stock Unit Account and an Interest Account.

2.2  Stock Unit Account
     ------------------
     The Stock Unit Account shall consist of fictional shares
     ("Stock Units") of Hasbro common stock ("Common Stock")
     accumulated and accounted for the sole purpose of
     determining the cash payout of any distribution under this
     portion of deferred compensation.

     As of the end of each calendar quarter, Hasbro shall
     credit to the Stock Unit Account 110% (which includes a 10%
     deemed matching contribution by Hasbro (the "Hasbro
     Contribution")) of the amount deferred into this account
     (whether voluntarily or mandatorily) by the Director during
     the quarter.

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2.2  Stock Unit Account (con't)
     --------------------------
     Deferred Director's retainers and fees will be applied
     on the last business day of the calendar quarter to the
     hypothetical purchase of whole shares of Common Stock. 
     Amounts remaining after purchase of whole shares shall be
     carried forward to the next quarter.

     For purposes of determining the number of shares of
     Common Stock which shall be credited to the Stock Unit
     Account, the hypothetical purchase shall be deemed to be
     made on the last day of such quarter at a price equal to the
     closing price of such shares as reported in the Wall Street
     Journal for the last trading day in that quarter. 

     The equivalent of any cash dividends paid with respect
     to the shares of Common Stock shall be applied on the last
     business day of the quarter in which such dividends are
     paid, based on the hypothetical number of shares of Common
     Stock in the Stock Unit Account as of the record date for
     such dividend, to the hypothetical purchase of shares of
     Common Stock in accordance with the foregoing formula and
     credited to the Stock Unit Account.

     In the event the Company pays a stock dividend or
     reclassifies or divides or combines its outstanding Common
     Stock then an appropriate adjustment shall be made in the
     hypothetical number of shares of Common Stock held in the
     Stock Unit Account.

     Half of the 10% Hasbro Contribution shall vest (become
     nonforfeitable) on December 31 of the calendar year in which
     the deferred compensation otherwise would have been paid and
     the remaining half on the next December 31, but only to the
     extent that the participant is a Director on such vesting
     date.  Unvested Hasbro Contributions shall vest immediately
     upon the death or total disability of the Director as
     determined by the Board or retirement by the Director at or
     after the mandatory retirement age then in effect.

2.3  Interest Account
     ----------------
     As of the end of each calendar quarter Hasbro shall
     credit to the Interest Account 100% of the amount deferred
     into this account by the Director during the quarter
     together with an amount equal to interest on the balance in
     the Interest Account during such quarter.  Interest will be
     credited at a rate per annum for each calendar quarter fixed
     by the Chief Financial Officer of Hasbro based upon the
     average quoted rate for five year U.S. Treasury Notes for
     the last full week of the preceding calendar quarter and
     compounded quarterly.

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Article III - Payments

3.1  Payments or withdrawals from either the Stock Unit
     Account or the Interest Account or transfers between the two
     accounts shall not be allowed while the individual remains a
     Director of Hasbro.

3.2  As of the last day of the calendar quarter in which a
     Director dies, resigns, retires or is removed from, or does
     not otherwise stand for reelection to, the Board, all
     amounts in the Stock Unit Account will automatically be
     converted to the Interest Account.  The cash amount
     transferred will be determined by multiplying the then
     current value of the Common Stock by the number of whole
     Stock Units in the Stock Unit Account plus any amounts
     remaining to be carried forward.  The current value shall be
     the price equal to the closing price, as reported in the
     Wall Street Journal, for the last trading day of the
     calendar quarter in which the participant is no longer a
     Director. 

3.3  At the time of filing a Deferral Election Form, a
     Director must also file a Payment Election Form (Exhibit 2),
     indicating an election to receive (1) the entire amount in
     the Interest Account immediately following the end of the
     quarter in which the participant is no longer a Director,
     (2) the entire amount in the following January, or (3)
     payments annually over a period of up to ten years with the
     initial payment paid in the following January.  If no
     Payment Election Form is filed by the Director or is in
     effect at the time a participant is no longer a Director,
     the balance of the Interest Account will be paid in
     installments over five years.  Annual installments shall be
     calculated each year by dividing the unpaid amount as of
     January 1 of that year by the remaining number of unpaid
     installments.

3.4  During the installment period, the unpaid balance in the
     Interest Account will continue to earn interest at the same
     rate as if the participant had continued as a Director.

3.5  If the Director or former Director dies before all
     payments have been made, payment(s) shall be made to the
     beneficiary designated on the Designation of Beneficiary
     Form (Exhibit 3).  The designated beneficiary may be changed
     from time to time by delivering a new Designation of
     Beneficiary Form to Hasbro.  If no designation is made, or
     if the named beneficiary predeceases the Director, payment
     shall be made to the Director's estate.

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     At the discretion of the Board (without the participation of
     the affected Director), the payments to be made after the
     participant is no longer a Director pursuant to this Article
     III may be accelerated as to such amounts and at such times
     as the Board determines.

Article IV - Miscellaneous

4.1  Benefits provided under this Plan are unfunded
     obligations of Hasbro.  Nothing contained in this Plan shall
     require Hasbro to segregate any monies from its general
     funds with respect to such obligations.  This Plan is not an
     employee benefit plan as defined in the Employee Retirement
     Income Security Act of 1974, as amended, and is not intended
     for the benefit of any common law employee of the Company.

4.2  The Board shall be the plan administrator of this Plan
     and shall be solely responsible for its general
     administration and interpretation and for carrying out the
     provisions hereof, and shall have all such powers as may be
     necessary to do so.  The Board shall have the right to
     delegate from time to time the administration of the Plan,
     in whole or in part, to any committee of the Board.  The
     decisions made, and the actions taken, by the Board or any
     committee thereof in the administration of the Plan shall be
     final and conclusive on all persons, and no member of the
     Board or any committee thereof shall be subject to
     individual liability with respect to the Plan.

4.3  Neither the Director nor any beneficiary nor any next-
     of-kin shall have the right to assign or otherwise alienate
     the right to receive payments hereunder, in whole or in
     part, which payments are expressly non-assignable and non-
     transferable, whether voluntarily or involuntarily.  Any
     attempt to alienate, sell, transfer, assign, pledge or
     otherwise encumber any such amount, whether presently or
     thereafter payable, shall be void.  Except as required by
     law, no benefit payable under this Plan shall in any manner
     be subject to garnishment, attachment, execution or other
     legal process, or be liable for or subject to the debts or
     liability of any Director.

4.4  Hasbro shall withhold from amounts paid under this Plan
     any taxes or other amounts required to be withheld by law.

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4.5  The Board may at any time amend or terminate the Plan
     for whatever reasons it may deem appropriate. No amendment
     or termination shall (a) impair the rights of a participant
     with respect to amounts then in the participant's account
     or (b) be effective without the written consent of the
     Continuing Directors.  A "Continuing Director" means a
     director of Hasbro serving continuously as a director of
     Hasbro from and including December 6, 1993 or a person
     designated (before or simultaneously with initially becoming
     a Director) as a Continuing Director by at least a majority
     of the then Continuing Directors.  All references to action
     by the Continuing Directors shall mean a vote of a majority
     of the total number of the then Continuing Directors.

4.6  Each participant in the Plan will receive an annual
     statement indicating the amount credited to the
     participant's account as of the end of the preceding
     calendar year.

4.7  This Plan shall become effective with respect to
     retainer and attendance fees earned on and after January 1,
     1994, with all elections and designations filed by the
     Directors prior to January 1, 1994 becoming effective as of
     such date.

4.8  Nothing contained in the Plan shall be construed as a
     commitment by Hasbro to nominate any person for election or
     re-election to the Board.  Nothing contained in this Plan
     shall be construed to create a right in any person to be
     elected or continued as a Director.

4.9  This Plan shall be governed by the laws of the State of
     Rhode Island.

4.10 The adoption of this Plan shall have no effect on the
     existing Hasbro, Inc. Retirement Plan for Directors.
     Nothing contained in this Plan shall prevent Hasbro from
     adopting other or additional compensation plans or
     arrangements for its non-employee Directors.


      ADOPTED AND APPROVED BY THE BOARD OF DIRECTORS OF HASBRO, INC. 
this 6th day of December, 1993.


                         BY ORDER OF THE BOARD OF DIRECTORS






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Exhibit 1

                             HASBRO, INC.

                      Deferred Compensation Plan
                                 for
                        Non-Employee Directors
                        Deferral Election Form
                                [1993]

     In accordance with the provisions of the Deferred Compensation 
Plan for Non-Employee Directors, I hereby elect to defer fees payable 
to me for [1994] and following years as indicated below.  The 
percentage deferral set forth below shall remain in effect until I 
shall have filed an election superseding this election.  I understand 
that, although a superseding election will become effective to alter 
the deferral percentages for future fees payable beginning in the 
year following the election, the amounts already deferred in the 
aAccounts set forth below may not be transferred or withdrawn so long 
as I remain a Director of Hasbro.

                     Annual Retainer (including
                   Annual Chair Retainer, if any)  All Other Fees
                   -----------------------------   --------------
Mandatory Deferral to
Stock Unit Account                 20%                  N.A.

Voluntary Deferral to
Stock Unit Account                   %                     %
                                  ---                   ---

Voluntary Deferral to
Interest Account                     %                     %
                                  ---                   ---
                                                                
                                                                
                                      TOTAL*                TOTAL**
                                  ===                   ===

*  Total may not exceed 100% and must not be less than 20%
** Total may not exceed 100%


  -----------------------------                --------------
            Signature                               Date




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Exhibit 2
                             HASBRO, INC.

                      Deferred Compensation Plan
                                 for
                        Non-Employee Directors
                        Payment Election Form



Select one:

(    )     Pay full amount immediately following the end of
           the quarter in which I no longer serve as a
           Hasbro Director.


(    )     Pay full amount in the January following the end of
           the quarter in which I no longer serve as a Hasbro
           Director.


(    )     Pay annually over _________________ (2 to 10) years
           beginning in the January following the end of the
           quarter in which I no longer serve as a Hasbro
           Director.





                                                               
 -----------------------------                --------------
            Signature                               Date




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Exhibit 3
                             HASBRO, INC.

                      Deferred Compensation Plan
                                 for
                        Non-Employee Directors
                      Designation of Beneficiary



      I hereby designate the following person to receive from the 
Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors 
any amounts payable in the event of my death.



                           Social Security
          Name                 Number                 Address  

  --------------------     ---------------    -------------------

                                              -------------------


This designation is intended to replace all prior designations
made by me.





  ------------------------------                ------------
            Signature                               Date

 




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