


     As Filed with the Securities and Exchange Commission on July 1, 1999

                                             Registration No. 333-
-----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

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


     RHODE ISLAND                      3944                    05-0155090
   (State or other            (Primary Standard           (I.R.S. Employer
   jurisdiction of                Industrial            Identification No.)
   incorporation or          Classification Code
    organization)                   Number)


                              1027 NEWPORT AVENUE
                         PAWTUCKET, RHODE ISLAND 02861
                                (401) 431-8697
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


                           PHILLIP H. WALDOKS, ESQ.
                            SENIOR VICE PRESIDENT -
                     CORPORATE LEGAL AFFAIRS AND SECRETARY
                                 HASBRO, INC.
                              32 WEST 23RD STREET
                           NEW YORK, NEW YORK 10010
                                (212) 645-2400
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

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

                                  Copies to:

                           VINCENT J. PISANO, ESQ.
                            SKADDEN, ARPS, SLATE,
                              MEAGHER & FLOM LLP
                               919 THIRD AVENUE
                              NEW YORK, NY 10022

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

            Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration
statement.
            If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box.|_|
            If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.|X|
            If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.|_|
            If this Form is a post-effective amendment filed pursuant to
Rule 462 (c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.|_|
            If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the
following box.|_|

                         __________________________

<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------
  Title of Each Class                          Proposed Maximum     Proposed Maximum        Amount of
  of Securities to be           Amount to        Offering Price        Aggregate           Registration
      Registered              be Registered       Per Unit(1)       Offering Price(1)         Fee
  -------------------         -------------    ----------------     -----------------      ------------
<S>                           <C>                     <C>              <C>                  <C>
Debt Securities.............  $350,000,000(2)         100%             $350,000,000         $97,300(3)

Common Stock, par value
  $.50 per share
  (including preference
  stock purchase
  rights)(4)................        --                 --                   --                    --(5)

Common Stock, par value
  $.50 per share
  (including preference         15,750,000(6)    $27.40625(7)          $431,648,437.50(7)   $119,998.27(7)
  stock purchase rights)....

Total.......................         --                --              $781,648,437.50      $217,298.27

----------------------------------------------------------------------------------------------------------
</TABLE>

  (1) Estimated solely for the purpose of determining the registration fee.
  (2) If any debt securities are issued at an original issue discount,
      this registration statement shall cover
      such greater amount of debt securities as shall result in the
      initial offering prices of all debt securities registered
      hereunder to aggregate $350,000,000.
  (3) Pursuant to Rule 429, this Registration Statement also relates to
      an aggregate of $150,000,000 principal amount of securities
      included in Registration Statement No. 333-44101 as to which a
      filing fee of $44,250 previously has been paid.
  (4) Also registered are such indeterminate number of shares of Common
      Stock (including preference stock purchase rights) as may be
      issued from time to time upon conversion of debt securities
      registered hereby.
  (5) Pursuant to Rule 457(i) under the Securities Act, there is no filing
      fee with respect to the shares of Common Stock issuable upon
      conversion of the debt securities, because no additional consideration
      will be received in connection with the exercise of the conversion
      privilege.
  (6) Represents shares issuable upon exercise of warrants.
  (7) Pursuant to Rule 457(c), these figures are based upon the average
      of the high and low prices per share of Hasbro's Common Stock on
      June 28, 1999, as reported on the New York Stock Exchange.

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

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.


                        STATEMENT PURSUANT TO RULE 429

         Pursuant to Rule 429 under the Securities Act of 1933 the
prospectus included herein also relates to $150,000,000 principal amount of
debt securities previously registered under Registration Statement No.
333-44101 and not issued. In the event any such previously registered debt
securities are offered prior to the effective date of this Registration
Statement, they will not be included in the prospectus contained in this
Registration Statement.

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


[FLAG]
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.


                 SUBJECT TO COMPLETION, DATED JULY 1, 1999

PROSPECTUS

                                HASBRO, INC.

                      Common Stock and Debt Securities


     With this prospectus, Hasbro may:

     o   sell senior or subordinated debt securities to the public; and

     o   issue and sell up to 15,750,000 shares of its common stock upon
         the exercise of warrants held by selling shareholders, which
         shares may be resold by selling shareholders using this
         prospectus. Hasbro will not receive any proceeds from the sale of
         the common stock by the selling shareholders.

         Hasbro's common stock is listed on the New York Stock Exchange
under the symbol HAS. On June 30, 1999, the reported last sale price of
Hasbro's common stock on the New York Stock Exchange was $27.9375 per
share.

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

         References in this prospectus to "Hasbro," "we," "us," or "our"
mean Hasbro, Inc., a Rhode Island corporation organized on January 8, 1926,
and its subsidiaries.

         We urge you to carefully read this prospectus and, with respect to
offerings of debt securities, the accompanying prospectus supplement, which
will describe the specific terms of our senior or subordinated debt
securities, before you make your investment decision.

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

         Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus or any accompanying prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal
offense.

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

              The date of this prospectus is         , 1999.




                               TABLE OF CONTENTS

                                                                  PAGE

Where You Can Find More Information...................................3
Incorporation of Information We File with the SEC.....................3
About this Prospectus.................................................4
Note Regarding Forward-Looking Statements.............................4
Hasbro................................................................5
Ratio of Earnings to Fixed Charges....................................5
The Selling Shareholders..............................................6
Use of Proceeds.......................................................6
Description of Securities.............................................7
Description of Debt Securities........................................7
Description of Common Stock..........................................19
Certain Anti-Takeover Provisions.....................................21
Plan of Distribution.................................................25
Legal Matters........................................................28
Experts..............................................................29

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


      This prospectus and any accompanying prospectus supplement contain
information you should consider when making your investment decision. You
should rely only on the information contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information you should
not rely on it. We are not, and neither the selling shareholders nor any
underwriter are, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus and the information we
filed with the Securities and Exchange Commission and incorporated by
reference, is accurate as of the date on the front cover of this prospectus
only. Our business, financial condition, results of operations and
prospects may have changed since that date.


                    WHERE YOU CAN FIND MORE INFORMATION

      We file reports, proxy statements and other information with the SEC.
These reports, proxy statements and other information can be read and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following regional offices: Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade
Center, Suite 1300, New York, New York 10048. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. The
SEC maintains an Internet site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding companies
that file electronically with the SEC, including Hasbro. In addition, our
common stock is listed on the New York Stock Exchange. These reports, proxy
statements and other information can also be read at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.

      This prospectus is part of a registration statement filed with the
SEC by Hasbro. The full registration statement can be obtained from the SEC
as indicated above, or from Hasbro.


             INCORPORATION OF INFORMATION WE FILE WITH THE SEC

      The SEC allows us to "incorporate by reference" the information we
file with the SEC. This permits us to disclose important information to you
by referencing these filed documents. Any information referenced this way
is considered part of this prospectus, and any information filed with the
SEC subsequent to this prospectus will automatically be deemed to update
and supersede this information. We incorporate by reference the following
documents which we have filed with the SEC:

      o   our Annual Report on Form 10-K for the fiscal year ended
            December 27, 1998;
      o   our Quarterly Report on Form 10-Q for the quarter ended
            March 28, 1999; and
      o   our Current Reports on Form 8-K dated April 15, 1999 and
            June 16, 1999.

      We also incorporate by reference the documents listed above and any
future filings made with the SEC in accordance with Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") until we file a post-effective amendment which indicates
the termination of the offering of the securities made by this prospectus.

      Hasbro will provide without charge upon written or oral request, a
copy of any or all of the documents which are incorporated by reference in
this prospectus, other than exhibits which are specifically incorporated by
reference into those documents. Requests for these copies should be
directed to: Hasbro, Inc., 1027 Newport Avenue, Pawtucket, Rhode Island,
02861, Attention: Cynthia S. Reed, or by telephone to Cynthia S. Reed at
401-431-8697.


                           ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that we filed
with the SEC using a "shelf" registration process. This prospectus provides
you with a general description of the securities we may offer. Each time we
sell debt securities, we will provide a prospectus supplement that will
contain specific information about the terms of the offering. The
prospectus supplement may also add, update or change information contained
in this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described above under the
heading "Where You Can Find More Information."


                 NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus and the documents incorporated in this prospectus by
reference may contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Exchange Act. These statements may be
identified by the use of forward-looking words or phrases such as
"anticipate," "believe," "expect," "intend," "may," "planned," "potential,"
and "should." These forward-looking statements reflect our current
expectations and are based upon currently available data. The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for such
forward-looking statements. In order to comply with the terms of the safe
harbor, we note that a variety of factors could cause actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements. These factors
include, but are not limited to:

o     our ability to manufacture and ship new and continuing products in a
      timely manner and customers' and consumers' acceptance of those
      products in a competitive product environment;

o     economic conditions and currency fluctuations in the various markets
      in which we operate throughout the world;

o     the inventory policies of retailers, including the continuing trend
      of increased concentration of our revenues in the second half and
      fourth quarter of the year, together with retailers' increased
      reliance on quick response inventory management techniques, which
      increases the risk of us underproducing popular items, overproducing
      less popular items and failing to achieve tight and compressed
      shipping schedules;

o     the impact of competition on revenues, margins and other aspects of
      our business;

o     our incurring higher than expected costs to achieve, or not
      achieving, "year 2000" readiness with respect to our information
      systems, or our vendors and service suppliers failing to achieve such
      readiness; and

o     the risk that anticipated benefits of acquisitions or our Global
      Integration and Profit Enhancement Program may not occur or be
      delayed or reduced in their realization.

      These or other events or circumstances could cause our actual
performance or financial results in future periods to differ materially
from those expressed in the forward-looking statements. We undertake no
obligation to make any revisions to the forward-looking statements
contained in this prospectus or the documents incorporated by reference in
this prospectus, or to update the forward-looking statements to reflect
events or circumstances occurring after the date of this prospectus.


                                   HASBRO

      We are a worldwide leader in the design, manufacture and marketing of
toys, games, interactive software, puzzles and infant products. Our
offerings include games, including traditional board and card, hand-held
electronic and interactive CD-ROM, and puzzles, preschool, boys' action and
girls' toys, dolls, plush products and infant products. We also license
various trademarks, characters and other property rights for use in
connection with the sale by others of noncompeting toys and non-toy
products. Both internationally and in the U.S., our PLAYSKOOL, KENNER,
TONKA, ODDZON, SUPER SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER, HASBRO
INTERACTIVE and GALOOB products provide children and families with what we
believe to be the highest quality and most recognizable toys and games in
the world.

      Hasbro was incorporated in Rhode Island on January 8, 1926. Hasbro's
principal office is at 1027 Newport Avenue, Pawtucket, Rhode Island 02861,
and its telephone number is (401) 431-8697.


                     RATIO OF EARNINGS TO FIXED CHARGES

      The table below sets forth the ratio of earnings to fixed charges of
Hasbro and its consolidated subsidiaries for each of the periods indicated.

<TABLE>
<CAPTION>
       FISCAL QUARTERS
      ENDED IN MARCH(1)                                 Fiscal Year(2)
     1999            1998           1998         1997        1996        1995         1994
--------------   -------------   ----------   ----------   ---------   ---------   ----------
<S>                  <C>            <C>          <C>         <C>         <C>          <C>
     2.24            3.05           6.70         5.66        7.51        5.82         7.58

</TABLE>
-------------------

(1)   Fiscal Quarters ended on March 28, 1999 and March 29, 1998.

(2)   Fiscal years 1998, 1997, 1996, 1995 and 1994 ended on December 27,
      1998, December 28, 1997, December 29, 1996, December 31, 1995 and
      December 25, 1994, respectively.


      For purposes of computing the ratios of earnings to fixed charges:
fixed charges include interest, amortization of debt expense and one-third
of rentals; and earnings available for fixed charges represent earnings
before fixed charges and income taxes.


                          THE SELLING SHAREHOLDERS

      All of the shares of common stock are being issued to and sold by the
selling shareholders of Hasbro identified in the following table. The table
and the following paragraph also set forth information regarding the
beneficial ownership of our outstanding common stock as of June 30, 1999
for each of the selling shareholders. The address for each of Lucasfilm
Ltd., Lucas Licensing Ltd. and George W. Lucas, Jr. is 5858 Lucas Valley
Road, Nicasio, California 94946.

                                                Number of Shares Covered
      Selling Shareholder                          by this Prospectus
      -------------------                       ------------------------
      Lucas Licensing Ltd.......................        9,450,000
      Lucasfilm Ltd.............................        6,300,000

      As of the close of business on June 30, 1999, Lucas Licensing Ltd.
did not hold any shares directly but owned warrants to purchase an
aggregate of 9,450,000 shares. As of the close of business on June 30,
1999, Lucasfilm Ltd. did not hold any shares directly but owned warrants to
purchase an aggregate of 6,300,000 shares. All of the warrants held by
Lucasfilm Ltd. and Lucas Licensing Ltd. became exercisable upon the release
of the film, "Star Wars: Episode 1: The Phantom Menace" on May 19, 1999.
Lucasfilm Ltd. is the sole shareholder of Lucas Licensing Ltd. and as such
may be deemed to beneficially own the shares held by Lucas Licensing Ltd.
As the sole director of both Lucasfilm Ltd. and Lucas Licensing Ltd. and as
the controlling person of Lucasfilm Ltd., George W. Lucas, Jr. may be
deemed to beneficially own the shares held by both Lucasfilm Ltd. and Lucas
Licensing Ltd.


                              USE OF PROCEEDS

        We will receive none of the proceeds of securities sold by selling
shareholders. We intend to use the net proceeds of any debt securities sold
by us for working capital, to repurchase outstanding shares of our common
stock and for acquisitions. Any specific allocation of the net proceeds of
an offering of debt securities to a specific purpose will be described in
the applicable prospectus supplement.


                         DESCRIPTION OF SECURITIES

      This prospectus contains a summary of the debt securities and common
stock that Hasbro or selling shareholders may sell. These summaries are not
meant to be a complete description of each security. However, this
prospectus and any accompanying prospectus supplement contain the material
terms of the securities being offered.


                       DESCRIPTION OF DEBT SECURITIES

      The debt securities will be our direct general unsecured obligations.
The debt securities will be either senior debt securities or subordinated
debt securities. Both senior debt securities and subordinated debt
securities may be issued as convertible debt securities which, unless
previously redeemed or otherwise purchased, will be convertible into shares
of Hasbro's common stock. The debt securities will be issued under one or
more separate indentures between us and a banking institution as trustee.
Senior debt securities will be issued under a senior indenture and
subordinated debt securities will be issued under a subordinated indenture.
Together the senior indenture and the subordinated indenture are called
indentures.

      We have summarized all material provisions of the indentures below.
The forms of the indentures have been filed as exhibits to the registration
statement and you should read the indentures for provisions that may be
important to you. In parts of the summary below, we have included
references to section numbers of the indentures so that you can easily
locate these provisions. The Indentures are substantially identical, except
for certain covenants of Hasbro applicable to the senior indenture and
provisions relating to subordination. See "Provisions Applicable Solely to
Senior Debt Securities" and "Provisions Applicable Solely to Subordinated
Debt Securities."

GENERAL

      The debt securities will be our direct unsecured obligations. Because
significant operations of Hasbro are currently conducted through
subsidiaries, the cash flows of Hasbro depend in part upon the cash flows
of these subsidiaries and the availability of those cash flows to Hasbro.
In addition, the payment of dividends, distributions and certain loans and
advances to Hasbro by its subsidiaries may be subject to statutory or
contractual restrictions, depend upon the earnings of the subsidiaries and
are subject to various business considerations. Any right of Hasbro to
receive the assets of any of its subsidiaries upon their liquidation,
reorganization or recapitalization, and the consequent right of the holders
of the debt securities to participate in those assets, will be subordinated
to the claims of the creditors and any preferred shareholders of the
respective subsidiaries, which creditors would include trade creditors and
in the future may include lenders of additional debt for borrowed money.
Even if Hasbro is itself recognized as a creditor of such subsidiary, the
claims of Hasbro would still be subordinated to any security interests in
the assets of such subsidiary and any indebtedness of such subsidiary
senior to that held by Hasbro.

      A prospectus supplement relating to any series of debt securities
being offered will include specific terms relating to the offering. The
terms will be established in an officer's certificate or a supplemental
indenture. The officer's certificate or supplemental indenture will be
signed at the time of issuance and will contain important information. The
officers' certificate or supplemental indenture will be filed as an exhibit
to a Current Report on Form 8-K of Hasbro. The Current Report on Form 8-K
will be publicly available. The officers' certificate or supplemental
indenture will include some or all of the following for a particular series
of debt securities:

      o   the title of the securities;
      o   any limit on the amount(s) that may be issued;
      o   the maturity date(s) or the method by which such date(s) will be
          determined;
      o   the interest rate or the method of computing the interest rate;
      o   the date or dates from which interest will accrue, or how such
          date or dates will be determined, and the interest payment date
          or dates and any related record dates;
      o   any mandatory or optional sinking fund or similar provisions;
      o   the terms and conditions on which we may redeem the debt
          securities;
      o   the date(s), if any, on which, and the price(s) at which Hasbro
          is obligated to redeem such series of debt securities and other
          related terms and provisions;
      o   the place(s) where payments, if any, will be made on the debt
          securities and the place(s) where debt securities may be
          presented for transfer and, if applicable, conversion;
      o   whether the debt securities are issuable as registered
          securities, bearer securities or both, and the terms upon which
          bearer securities may be exchanged for registered securities;
      o   special provisions relating to the issuance of any bearer
          securities of any series;
      o   the currency or currency units in which payments may be payable;
      o   any changes to or additional events of default or covenants;
      o   the form of debt securities and coupons, if any; and
      o   any other terms of the debt securities.  (Section 3.01 of the
          indentures)

      Unless otherwise indicated in a prospectus supplement relating to any
debt securities, the covenants contained in the indentures or the debt
securities would not afford holders of the debt securities protection in
the event of a highly leveraged or other transaction involving Hasbro or
its subsidiaries that may adversely affect the holders of the debt
securities.

      Debt securities may be issued under the indentures as original issue
discount securities. An original issue discount security is a security,
including any zero-coupon security, which:

      o   is issued at a price lower than the amount payable upon its
          stated maturity and

      o   provides that upon redemption or acceleration of the maturity,
          an amount less than the amount payable upon the stated maturity,
          shall become due and payable. (Section 1.01 of the indentures)

      If a series of debt securities are original issue discount
securities, the special Federal income tax, accounting and other
considerations applicable to original issue discount securities will be
discussed in the prospectus supplement relating to that series of debt
securities.

FORM, EXCHANGE AND TRANSFER

      The debt securities will be issuable as registered securities, as
bearer securities or both. The indentures will provide that debt securities
may be issuable in temporary or permanent global form which will be
deposited with, or on behalf of, a depositary, which will be identified in
an applicable prospectus supplement. Unless the prospectus supplement
relating to a series of debt securities specifies otherwise, registered
securities denominated in U.S. dollars will be issued only in denominations
of $1,000 and whole multiples of $1,000 and bearer securities denominated
in U.S. dollars will be issued only in denominations of $5,000 and whole
multiples of $5,000. (Section 3.02 of the indentures)

      Debt securities may be presented for exchange, and registered
securities (other than a book-entry security) may be presented for
registration of transfer (with the applicable form of transfer duly
executed), at the office of any transfer agent or at the office of the
Security Registrar (as defined in the indentures), without service charge
and upon payments of any taxes and other governmental charges as described
in the indentures. Such registration of transfer or exchange will be
effected upon the transfer agent or the Security Registrar, as the case may
be, being satisfied with the documents of title and identity of the person
making the request. (Section 3.05 of the indentures) Bearer securities will
be transferable by delivery.

       A debt security in global form may not be transferred except as a
whole by the depositary for such debt security to a nominee of such
depositary or by a nominee of such depositary to such depositary or another
nominee of such depositary or by such depositary or any such nominee to a
successor of such depositary or a nominee of such successor. (Section 3.05
of the indentures) If any debt security of a series is issuable in global
form, the applicable prospectus supplement will describe any circumstances
under which beneficial owners of interests in any such global debt security
may exchange such interests for definitive debt securities of such series
of like tenor and principal amount in any authorized form and denomination,
the manner of payment of principal and interest, if any, on any such global
debt security and the specific terms of the depositary arrangement with
respect to any such global debt security.

PAYMENT AND PAYING AGENTS

      Unless otherwise indicated in an applicable prospectus supplement, we
will pay principal, any premium and interest on registered securities at
the office of the paying agents designated by Hasbro, except that we may
pay interest by check mailed to, or wire transfer to the account of, the
holder. Unless otherwise indicated in an applicable prospectus supplement,
payment of any installment of interest on registered securities will be
made to the person in whose name the registered security is registered at
the close of business on the record date for such interest payment.
(Sections 3.07 and 10.02 of the indentures)

      We will pay principal, any premium and interest on bearer securities
in the currency or composite of currency in the manner designated in the
prospectus supplement, subject to any applicable laws and regulations, at
the paying agencies outside the United States designated by Hasbro. The
paying agents outside the United States initially appointed by Hasbro for a
series of debt securities will be named in the prospectus supplement. If
debt securities of a series are issuable as registered securities, Hasbro
will be required to maintain at least one paying agent in each place of
payment for such series and, if debt securities of a series are issuable as
bearer securities, Hasbro will be required to maintain a paying agent in a
place of payment outside the United States where debt securities of such
series and any coupons appertaining thereto may be presented and
surrendered for payment. If the debt securities of a series are listed on
any stock exchange located outside the United States and the stock
exchange(s) require Hasbro to maintain a paying agent in a city located
outside the United States, Hasbro will comply with such requirement(s).
(Section 10.02 of the indentures)

WAIVER, MODIFICATIONS AND AMENDMENT

      Described below are provisions which apply to the waiver of defaults
under, or compliance with, the indentures.

      The holders of a majority of the principal amount of the outstanding
debt securities of any particular series may waive past defaults with
respect to that particular series, except for:

      o   defaults on any required payments; or
      o   defaults relating to any covenants of the indentures which cannot
          be changed without the consent of each holder of a debt security
          affected by such change. (Section 6.12 of the indentures)

      The holders of a majority in aggregate principal amount of the
outstanding senior debt securities of each series affected (voting as a
single class and not by individual series) under the senior indenture may
waive Hasbro's compliance with some of the restrictive provisions of the
senior indenture. (Section 10.07 of the senior indenture)

      Hasbro and the applicable trustee may change an indenture with the
consent of the holders of a majority in aggregate principal amount of the
debt securities outstanding under that indenture. In addition, the rights
of holders of a series of debt securities may be changed by Hasbro and the
trustee with the written consent of the holders of a majority of the
principal amount of the outstanding debt securities of each series that is
affected. However, the following changes may only be made with the consent
of each affected holder:

      o   changing the stated maturity of principal or of any installment
          of principal or interest;
      o   reducing the principal amount or any premium;
      o   reducing the rate of interest;
      o   reducing any premium payable upon redemption;
      o   reducing the principal amount of an original issue discount
          security due and payable upon an acceleration of maturity;
      o   changing the currency of payment of, or deleting any country
          from places of payment on, the debt securities or changing the
          obligation to maintain paying agencies;
      o   impairing the right to sue for any payment on a debt security;
      o   making any change which adversely affects the right to convert
          a debt security or, unless provided for in the applicable
          indenture, decreasing the conversion rate or increasing the
          conversion price;
      o   modifying the subordination provisions of the subordinated
          indenture to adversely affect the holders of subordinated debt
          securities;
      o   reducing the percentage of debt securities referred to above,
          the holders of which are required to consent to any waiver or
          amendment; or
      o   modifying any of the above requirements. (Section 9.02 of the
          indentures)

      Under the indentures, the aggregate principal amount of any
outstanding debt securities not payable in U.S. dollars is the amount of
Dollars that could be obtained for such principal amount based on the spot
rate of exchange for such Foreign Currency or such currency unit as
determined by Hasbro or by an authorized exchange rate agent. (Section 1.01
of the indentures)

EVENTS OF DEFAULT

      The following are events of default under the indentures with respect
to any series of debt securities issued:

      o   we fail to pay the principal or any premium when due;
      o   we fail to deposit any sinking fund payment when due;
      o   we fail to pay interest when due and continuing for 30 days;
      o   we fail to observe or perform any other covenant, other than a
          covenant specifically relating to another series of debt
          securities and such failure continues for 90 days after we
          receive written notice as provided in the indentures;
      o   events of bankruptcy, insolvency or reorganization involving
          Hasbro or a Significant Subsidiary;
      o   acceleration of indebtedness of Hasbro or a Significant
          Subsidiary aggregating more than $50 million;
      o   final and nonappealable judgments or orders to pay, in the
          aggregate at any one time, more than $50 million rendered by a
          court of competent jurisdiction against Hasbro or a Significant
          Subsidiary, continued for 90 days (during which execution shall
          not be effectively stayed or bonded) without discharge or
          reduction to $50 million or less; and
      o   any other events of default provided with respect to debt
          securities of that series. (Section 6.01 of the indentures)

      As used above, the term "Significant Subsidiary" has the meaning
ascribed to such term in Regulation S-X of the SEC as in effect on June 30,
1999 (i.e., a subsidiary, together with its subsidiaries, that satisfies
any of the following conditions, subject to certain exceptions: (i) Hasbro
and its other subsidiaries' investments in and advances to the subsidiary
exceed 10% of the total consolidated assets of Hasbro and its subsidiaries
(such total consolidated assets being computed as of the end of the most
recently completed fiscal year), (ii) Hasbro and its other subsidiaries'
proportionate share of the total assets of the subsidiary exceeds 10% of
the total consolidated assets of Hasbro and its subsidiaries (such total
consolidated assets being computed as of the end of the most recently
completed fiscal year) or (iii) Hasbro and its other subsidiaries' equity
in the income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principle of the
subsidiary exceeds 10% of such consolidated income of Hasbro and its
subsidiaries (such total consolidated income being computed as of the end
of the most recently completed fiscal year).

      If an event of default occurs and is continuing, the trustee or the
holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series may declare each debt security of that
series due and payable immediately by a notice in writing to Hasbro (and to
the applicable trustee if given by holders). No notice is required in the
event of a bankruptcy, insolvency or reorganization involving Hasbro or a
Significant Subsidiary. (Section 6.02 of the indentures)

      A holder of the debt securities of any series will only have the
right to institute a proceeding under the indentures or to seek other
remedies if:

      o   the holder has given written notice to the trustee of a
          continuing event of default;
      o   the holders of at least 25% in aggregate principal amount of the
          outstanding debt securities of that series have made written
          request;
      o   such holders have offered reasonable indemnity to the trustee to
          institute proceedings as trustee;
      o   the trustee has not received written directions inconsistent with
          such request from the holders of a majority of the principal
          amount of the outstanding debt securities of that series; and
      o   the trustee does not institute a proceeding within 60 days.
          (Section 6.07 of the indentures)

      Hasbro will annually file statements with the applicable trustees
regarding our compliance with the covenants in the indentures. The
applicable trustee will generally give the holders of debt securities
notice within 90 days of the occurrence of an event of default known to the
trustee.

DEFEASANCE AND COVENANT DEFEASANCE

      The indentures provide, if such provision is made applicable to the
debt securities of any series pursuant to Section 3.01 of the applicable
indenture, that, subject to certain conditions, we may elect either

      o   to defease and be discharged from any and all obligations with
          respect to such debt securities (except as otherwise provided in
          the applicable indenture) ("defeasance"); or

      o   to be released from our obligations with respect to any such
          senior debt securities described below under "Restrictions on
          Liens," and "Restrictions on Sale and Leaseback Transactions,"
          ("covenant defeasance").

      We may do so by depositing with the applicable trustee money, and/or
certain government securities which through the payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal and any premium and interest on such debt
securities, and any mandatory sinking fund or analogous payments on their
scheduled due dates. Such a trust may only be established if, among other
things, Hasbro has delivered to the applicable trustee an opinion of
counsel meeting the requirements set forth in the indentures. (Article five
of the indentures) The prospectus supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance with
respect to debt securities of a particular series.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      Under the indentures, Hasbro has the ability to merge or consolidate
with, or sell, convey, or lease all or substantially all of our property,
to another corporation, provided that:

      o   it is a corporation incorporated in the United States;
      o   the corporation assumes all of Hasbro's obligations under the
          indentures and the debt securities;
      o   the corporation delivers to the applicable trustee a supplemental
          indenture providing for preservation of any conversion rights;
      o   no event of default would occur; and
      o   in the case of senior debt securities, if any such transaction,
          or any acquisition by Hasbro of the properties of any other
          person, would result in any Principal Property (as defined in the
          indentures) or any shares of capital stock or indebtedness of any
          subsidiary owned by Hasbro or any subsidiary becoming subject to
          any lien or other security interest not permitted by the covenant
          described under "Provisions Applicable Solely to Senior Debt
          Securities--Restrictions on Liens," Hasbro immediately prior to
          such transaction or acquisition, by supplemental indenture,
          secures the payment of the principal and any premium and
          interest, on the senior debt securities then outstanding (equally
          and ratably with any other indebtedness entitled thereto
          immediately following such transaction). (Section 8.01 of the
          indentures and Section 8.03 of the senior indenture)

CONVERSION

      The terms, if any, on which a series of debt securities may be
convertible into or exchangeable for our common stock or cash will be
described in the prospectus supplement relating to that series of debt
securities. The terms will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at our option, and
will include provisions pursuant to which the number of shares of common
stock or cash to be received by the holders of the series of debt
securities would be subject to adjustment upon the occurrence of certain
events, including:

      o   the issuance of shares of our common stock as a dividend or
          distribution on our common stock;
      o   subdivisions, combinations and reclassifications of our common
          stock;
      o   the issuance generally to holders of our common stock of rights,
          options or warrants entitling them (for a period not exceeding 45
          days) to purchase shares of our common stock for less than the
          then current market price; and
      o   apart from the above, the distribution generally to holders of
          our common stock of evidences of indebtedness, equity securities,
          or other assets (excluding cash dividends paid from earned
          surplus or current net earnings but including Extraordinary Cash
          Dividends, as defined in the indentures) or subscription rights
          or options or warrants entitling holders to subscribe for
          securities. (Section 4.04 of the indentures)

      With respect to the Rights distributed under Hasbro's Rights Plan
described below under "Certain Anti-Takeover Provisions," and/or in the
event that Hasbro distributes any other rights or warrants (other than
those referred to in the preceding paragraph) ("Additional Rights") pro
rata to holders of our common stock, so long as any such Rights or
Additional Rights have not expired or been redeemed, the holder of any
convertible debt security surrendered for conversion will be entitled to
receive a number of Rights or Additional Rights as determined under the
indentures. The conversion price of the convertible debt securities will
not be subject to adjustment on account of any declaration, distribution or
exercise of Rights or Additional Rights. (Section 4.04 of the indentures)

      We will not issue fractional shares of our common stock upon
conversion, but, in place of fractional shares, we will pay a cash
adjustment based on the then current market price for the common stock.
(Section 4.03 of the indentures) Upon conversion, no payments or
adjustments will be made for accrued interest on convertible debt
securities or dividends. A convertible debt security surrendered for
conversion between the record date for an interest payment and the interest
payment date (except a convertible debt security to be redeemed on a
redemption date during such period) must be accompanied by payment of an
amount equal to the interest which the registered holder is to receive with
respect to such security (or the portion of the security to be converted)
and the interest payable on such interest payment date shall,
notwithstanding such conversion, be payable on such interest payment date
to the registered holder on such record date. (Sections 3.07 and 4.02 of
the indentures)

      In the case Hasbro merges or consolidates with or into any other
person (with certain exceptions) or sells or transfers all or substantially
all of its assets, the holder of convertible debt securities, after the
consolidation, merger, sale or transfer, will have the right to convert
convertible debt securities only into the kind and amount of securities,
cash and other property which the holder would have been entitled to
receive if the holder had held the common stock issuable upon conversion of
such convertible debt securities immediately prior to such consolidation,
merger, sale or transfer. (Section 4.05 of the indentures)

PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES

      General. Senior debt securities will be issued under the senior
indenture and will rank equally with all other unsecured and unsubordinated
debt of Hasbro.

      Certain Definitions. For purposes of the following discussion, the
following definitions are applicable. (Article One of the senior indenture)

      "Attributable Debt" in respect of a Sale and Leaseback Transaction
means, as of any particular time, the present value (discounted at the rate
of interest implicit in the terms of the lease involved in such Sale and
Leaseback Transaction, as determined in good faith by Hasbro) of the
obligation of the lessee thereunder for rental payments during the
remaining term of such lease.

      "Consolidated Net Tangible Assets" means, as determined at any time,
the aggregate amount of assets included on a consolidated balance sheet of
Hasbro and its Subsidiaries (less applicable reserves), after deducting
therefrom (a) all current liabilities of Hasbro and its Subsidiaries (which
includes current maturities of long-term indebtedness) and (b) the total of
the net book values of all assets of Hasbro and its Subsidiaries properly
classified as intangible assets under generally accepted accounting
principles, in each case as of the end of the last fiscal quarter for which
financial information is available at the time of such calculation.

      "Funded Debt" means all indebtedness which by its terms matures more
than 12 months after the time of the computation of the amount thereof or
which is extendible or renewable at the option of the obligor on such
indebtedness to a time more than 12 months after the time of the
computation of the amount thereof or which is classified, in accordance
with generally accepted accounting principles, on a corporation's balance
sheet as long-term debt.

      "Principal Property" means any real property, manufacturing plant,
warehouse, office building or other physical facility or other like
depreciable physical assets of Hasbro or of any Subsidiary, whether owned
at or acquired after the date of the Senior Indenture, having a net book
value at the time of the determination in excess of the greater of 5% of
Consolidated Net Tangible Assets or $50 million other than, in each case,
any of the same which in the good faith opinion of the Board of Directors
of Hasbro is not of material importance to the total business conducted by
Hasbro and its Subsidiaries as a whole. As of the date of this Prospectus
none of Hasbro's assets constitute Principal Property as defined above.

      "Sale and Leaseback Transaction" means any arrangement with any
Person providing for the leasing or use by Hasbro or any Subsidiary of any
Principal Property, whether owned at the date of the Indenture or
thereafter acquired (except for temporary leases of a term, including any
renewal period, of not more than three years), which Principal Property has
been or is to be sold or transferred by Hasbro or a Subsidiary to a Person
with an intention of taking back a lease of such property.

      "Secured Debt" means indebtedness (other than indebtedness among
Hasbro and its Subsidiaries) for money borrowed by Hasbro or a Subsidiary
which is secured by (a) a mortgage or other lien on any Principal Property
or (b) a pledge, lien or other security interest on any shares of stock or
evidences of indebtedness of a Subsidiary. If any amount of such
indebtedness described in the parenthetical in the preceding sentence and
held by Hasbro or a Subsidiary is transferred in any manner to any Person
other than Hasbro or a Subsidiary, such amount shall be deemed to be
Secured Debt issued on the date of transfer.

      "Subsidiary" means any corporation of which Hasbro, or Hasbro and one
or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own a majority (by number of votes) of the outstanding voting
securities having voting power under ordinary circumstances to elect the
directors of such corporation.

      Restrictions on Secured Debt. If Hasbro and its Subsidiaries incur,
assume or guarantee any Secured Debt, Hasbro must secure the senior debt
securities of such series and any other indebtedness of or guaranteed by
Hasbro or any Subsidiary then entitled equally and ratably with or, at the
option of Hasbro, prior to such Secured Debt. The foregoing restrictions
are not applicable to:

      o   any lien or other security interest on any property hereafter
          acquired, improved or constructed by Hasbro or a Subsidiary and
          created within 180 days after such acquisition (or, in the case
          of property constructed or improved, within 180 days after the
          completion and commencement of commercial operation of such
          property) to secure or provide for the payment of all or any part
          of the purchase or construction price of such property;
      o   any lien or other security interest existing on property at the
          time of acquisition by Hasbro or a Subsidiary;
      o   any lien or other security interest existing on the property or
          on the outstanding shares or indebtedness of a corporation at the
          time it becomes a Subsidiary (but not created in anticipation of
          the transaction in which such corporation becomes a Subsidiary);
      o   any lien or other security interest on the property, shares or
          indebtedness of a corporation existing at the time such
          corporation is merged or consolidated with Hasbro or a Subsidiary
          or at the time of a sale, lease or other disposition of the
          properties of a corporation or firm as an entirety or
          substantially as an entirety to Hasbro or a Subsidiary (but not
          created in anticipation of any such transaction);
      o   any lien or other security interest in favor of governmental
          bodies to secure payments of indebtedness, or extensions,
          renewals or replacements of the foregoing. (Section 10.09 of the
          senior indenture)

      Notwithstanding the foregoing restrictions, Hasbro and any one or
more Subsidiaries may create, incur, assume or guarantee Secured Debt
(including, for purposes of this paragraph, pursuant to a transaction to
which the covenant described in the last item under "Consolidation, Merger,
Sale or Conveyance" applies) not otherwise permitted or excepted without
equally and ratably securing the senior debt securities to the extent that
the sum of (a) the amount of all Secured Debt then outstanding (other than
Secured Debt referred to in the immediately preceding paragraph and Secured
Debt deemed outstanding under the last item of "Consolidation, Merger, Sale
or Conveyance" in connection with which Hasbro secures obligations on the
senior debt securities then outstanding in accordance with the provisions
of that item) plus (b) the amount of Attributable Debt in respect of Sale
and Leaseback Transactions (other than Sale and Leaseback Transactions
described in clauses (a), (b) and (c) of the immediately succeeding
paragraph), does not at the time exceed the greater of 10% of Consolidated
Net Tangible Assets or $100 million. (Section 10.09 of the senior
indenture)

      Restrictions on Sale and Leaseback Transactions. Sale and Leaseback
Transactions by Hasbro or any Subsidiary of any Principal Property are
prohibited unless at the effective time of such Sale and Leaseback
Transaction (a) Hasbro or such Subsidiary would be entitled, without
equally and ratably securing the senior debt securities, to incur Secured
Debt secured by a mortgage or security interest on the Principal Property
to be leased pursuant to "Restrictions on Secured Debt" above, or (b)
Hasbro or such Subsidiary would be entitled, without equally and ratably
securing the senior debt securities, to incur Secured Debt in an amount at
least equal to the Attributable Debt in respect of such Sale and Leaseback
Transaction, or (c) Hasbro shall apply an amount equal to such Attributable
Debt, within 180 days after the effective date of such Sale and Leaseback
Transaction, to the prepayment or retirement of senior debt securities or
certain other indebtedness for borrowed money which was recorded as Funded
Debt of Hasbro and its Subsidiaries, including the prepayment or retirement
of any mortgage, lien or other security interest in such Principal Property
existing prior to such Sale and Leaseback Transaction. The aggregate
principal amount of such senior debt securities or such other indebtedness
required to be so retired will be reduced by the aggregate principal amount
of (a) any senior debt securities delivered within 180 days after the
effective date of any such Sale and Leaseback Transaction to the Trustee
for retirement and (b) such other indebtedness retired by Hasbro or a
Subsidiary within 180 days after the effective date of such Sale and
Leaseback Transactions. (Section 10.10 of the senior indenture)

PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES

      Subordination. The subordinated debt securities will be subordinate
in right of payment to the extent set forth in the subordinated indenture
to all existing and future Senior Indebtedness (as defined below) of
Hasbro. In the event of any distribution of our assets in any dissolution,
winding down, liquidation or reorganization of Hasbro, payment in full must
be made on the Senior Indebtedness before any payment is made on the
subordinated debt securities. Upon the happening and during the continuance
of a default in payment of principal of or any sinking fund installments
due with respect to, or interest on, any Senior Indebtedness, Hasbro may
not make any payments of principal or any interest or premium, on the
subordinated debt securities unless and until such default shall have been
remedied. Hasbro will also not be able to make any payments on the
subordinated debt securities if a default described in the preceding
sentence would result. No such subordination will prevent the occurrence of
any event of default. (Sections 13.02 and 13.03 of the subordinated
indenture)

      "Senior Indebtedness" means the principal of and premium, if any, and
interest (whether accruing before or after filing of any petition in
bankruptcy or any similar proceeding by or against Hasbro) on any
Indebtedness of Hasbro, whether outstanding on the date of issuance of the
applicable series of subordinated debt securities or thereafter incurred,
assumed or guaranteed; excluding, however, (i) the subordinated debt
securities, (ii) any Indebtedness of Hasbro which, by its terms or the
terms of the instrument creating or evidencing it, is subordinate in right
of payment to or pari passu with the subordinated debt securities.
"Indebtedness" means (1) any liability of any Person (a) for borrowed
money, (b) evidenced by a note, debenture or similar instrument (including
an obligation with or without recourse) issued in connection with the
acquisition (whether by way of purchase, merger, consolidation or
otherwise) of any business, real property or other assets (other than
inventory or similar property acquired in the ordinary course of business)
or (c) for the payment of money relating to a Capital Lease Obligation (as
defined in the Subordinated Indenture); (2) any liability of others
described in the preceding clause (1) which the Person has guaranteed or
which is otherwise its legal liability or (3) any amendment, renewal,
extension or refunding of any such liability.

      The Indentures do not limit the amount of additional Indebtedness,
including Senior Indebtedness or Indebtedness ranking equally with the
subordinated debt securities, which Hasbro or any Subsidiary can create,
incur, assume or guarantee. As a result of these subordination provisions
and the requirement that certain payments be paid over to holders of Senior
Indebtedness, in the event of insolvency, holders of the subordinated debt
securities may recover less ratably than general creditors of Hasbro.
(Section 13.02 of the subordinated indenture)


                        DESCRIPTION OF COMMON STOCK

GENERAL

      Hasbro's authorized capital stock consists of 300,000,000 shares of
common stock, and 5,000,000 shares of preference stock. No shares of
preference stock were issued or outstanding as of June 30, 1999. However,
60,000 shares of preference stock (the "Junior Participating Preference
Stock") have been authorized and reserved for issuance in connection with
the preference stock purchase rights (the "Rights") described in "Certain
Anti-Takeover Provisions -- Shareholders Rights Plan" and "--Junior
Participating Preference Stock."

VOTING RIGHTS

      Each holder of common stock is entitled to one vote for each share
held on all matters to be voted upon by shareholders.

DIVIDEND RIGHTS

      The holders of common stock, subject to the rights of holders of any
outstanding preference stock, are entitled to receive dividends as
determined by the
board of directors.

LIQUIDATION RIGHTS AND OTHER PROVISIONS

      Subject to the prior rights of creditors and the holders of any
outstanding preference stock, the holders of the common stock are entitled
to share ratably in our remaining assets in the event of a liquidation,
dissolution or winding up of Hasbro.

      The common stock is fully paid and is not liable to any calls or
assessments and is not convertible into any other securities. There are no
redemption or sinking fund provisions applicable to the common stock, and,
in accordance with the Rhode Island Business Corporation Act and the
Articles of Incorporation, there are no preemptive rights.

      BankBoston, N.A., acting directly and through EquiServe L.P., acts as
transfer agent and registrar for the common stock.

DIRECTORS' LIABILITY

      Our Articles of Incorporation provide that, to the fullest extent
permitted by the Rhode Island Business Corporation Act, a member of the
board of directors will not be personally liable to Hasbro or its
shareholders for monetary damages for breaches of his or her legal duties
to Hasbro or our shareholders as a director, except for liability:

      o   for any breach of the director's duty of loyalty to Hasbro or our
          shareholders;
      o   for acts or omissions not in good faith or which involve
          intentional misconduct or a knowing violation of law;
      o   for unlawfully declaring dividend payments or purchasing stock;
          or
      o   for any transaction from which the director derived an improper
          personal benefit, other than as permitted under Section 7-1.1-37
          of the Rhode Island Business Corporation Act.

         In addition, we have entered into an indemnification agreement
with each of our directors, whereby we have agreed to indemnify each
director for amounts that the director is legally obligated to pay,
including judgments, settlements of fines (including certain related
expenses to be advanced by us), due to any actual or alleged breach of
duty, neglect, error, misstatement, misleading statement or other act or
omission by a director in his or her capacity as a director, excluding
claims:

      o   covered by our directors and officers liability insurance policy;
      o   for which the director is otherwise indemnified or reimbursed;
      o   relating to certain judgments or adjudications under which the
          director is liable for breaches of duty of loyalty, acts or
          omissions not in good faith or involving intentional misconduct
          or involving knowing violations of law, actions or certain
          transactions from which the director derives an improper personal
          benefit
      o   relating to the director's liability for accounting for profits
          under Section 16 of the Exchange Act;
      o   in respect of remuneration, if found unlawful; and
      o   as to which a final and non-appealable judgment has determined
          that payment to the director thereunder is unlawful.

       In addition, our By-Laws include certain provisions which provide
that our directors and officers generally shall be indemnified against
specific liabilities to the fullest extent permitted or required by the
Rhode Island Business Corporation Act.


                      CERTAIN ANTI-TAKEOVER PROVISIONS

      The provisions of the Articles of Incorporation summarized in the
succeeding paragraphs could have an anti-takeover effect. These provisions
are intended to enhance the likelihood of continuity and stability in the
composition of our Board of Directors and in their policies. They may,
however, delay, defer or prevent a tender offer or takeover attempt that a
shareholder might consider to be in his or her best interest, including
those attempts that might result in a premium over the market price for the
shares held by shareholders.

      Our Board of Directors is divided into three classes that are elected
for staggered three-year terms. Directors can be removed from office only
for cause and, with certain exceptions, only with the approval of a
majority vote of the entire Board of Directors or by the affirmative vote
of holders of a majority of the then outstanding shares of capital stock of
Hasbro entitled to vote for such directors. Vacancies on the Board of
Directors may be filled only by the remaining directors and not by the
shareholders.

      Under the Articles of Incorporation, the Board of Directors by
resolution may establish one or more series of preference stock having such
number of shares, designation, relative voting rights, dividend rates,
liquidation and other rights, preferences and limitations as may be fixed
by the Board of Directors without any further shareholder approval. Such
rights, preferences, privileges and limitations as may be established could
have the effect of impeding or discouraging the acquisition of control of
Hasbro.

      The Articles of Incorporation also provide that any action required
or permitted to be taken by our shareholders may be effected only at an
annual or special meeting of shareholders, or by the unanimous written
consent of shareholders.

      In order to approve a number of extraordinary corporate transactions
(such as a merger, consolidation or sale of all or substantially all
assets) with an Interested Person, our Articles of Incorporation require:

      o   an 80% vote of all outstanding Company shares entitled to vote,
          including a majority vote of all disinterested shareholders;
      o   the approval of a majority of the entire Board of Directors,
          including the affirmative vote of a majority of the "Continuing
          Directors" (as defined in the Articles of Incorporation); and
      o   the satisfaction of procedural requirements which are intended to
          assure that shareholders are treated fairly under the
          circumstances.

      The 80% vote will not be required and, in accordance with the Rhode
Island Business Corporation Act, only a majority vote of shareholders will
generally be required if such a transaction is approved by a majority of
the entire Board of Directors, including the affirmative vote of at least
two-thirds of the Continuing Directors.

SHAREHOLDERS RIGHTS PLAN

      On June 16, 1999, we entered into a rights agreement with BankBoston,
N.A., as Rights Agent. This agreement replaced a previous rights agreement,
dated June 4, 1989, which expired on June 30, 1999. As with most
shareholder rights agreements, the terms of our rights agreement are
complex and not easily summarized, particularly as they relate to the
acquisition of our common stock and to exercisability of the Rights. This
summary may not contain all of the information that is important to you.
Accordingly, you should carefully read our rights agreement, which is
incorporated by reference into this prospectus in its entirety. Capitalized
terms used in this summary and not otherwise defined shall have the
meanings given to them in the rights agreement.

      The Rights attach to all certificates representing shares of common
stock outstanding at the close of business on June 30, 1999 and will attach
to any shares of common stock issued by Hasbro, including upon the exercise
of any warrants and options or upon conversion of any convertible debt
securities, after this date and prior to the Distribution Date (as defined
below). The Rights will become exercisable and will separate from the
common stock and be represented by separate certificates on the
Distribution Date; the date which is approximately 10 days after anyone
acquires or commences a tender offer to acquire 15% of more of our
outstanding common stock (an "Acquiring Person"). The Rights will not be
exercisable until such date, if any, and will expire on June 30, 2009,
unless this date is extended or unless the Rights are earlier exchanged or
redeemed by Hasbro. Upon the Distribution Date, the Rights will initially
be exercisable, at a price of $140, for one - ten thousandth of a share of
Hasbro's Series C Preference Stock, although the terms of the exercise are
subject to adjustment under the rights agreement. Under the rights
agreement, the following are not Acquiring Persons:

      o   Hasbro;
      o   any of our subsidiaries;
      o   employee benefit plans of Hasbro or any of our subsidiaries;
      o   individuals and entities connected with the Hassenfeld family, as
          described in the rights agreement;
      o   any person who becomes the owner of 15% or more of the common
          stock by virtue of a repurchase of common stock by Hasbro, unless
          after becoming aware of this fact, such person acquires an
          additional 1%; and
      o   any person who reports the ownership of 15% or more of the common
          stock in a filing under the Exchange Act, who does not state any
          intention to control the management of Hasbro and who, upon
          request, certifies to Hasbro that the 15% threshold was crossed
          inadvertently and with no knowledge of the terms of the Rights.

      Upon any person becoming an Acquiring Person (other than in a tender
offer or exchange offer for all outstanding shares that has been determined
by the Board of Directors, after receiving advice from one or more
investment banking firms, to be at a price which is fair to and otherwise
in the best interests of the shareholders), each Right will entitle the
holder to purchase a number of shares of common stock of Hasbro having a
then current market value of twice the exercise price of the Right. For
example, at the initial exercise price of $140, upon exercise, each Right
would entitle its holder to receive $280 worth of common stock (or other
consideration, as described below).

      In addition, each Right will entitle the holder to purchase a number
of shares of common stock of the acquiring company having a current market
value of twice the exercise price of the Right, if, after the date upon
which someone has become an Acquiring Person:

      o   Hasbro is party to a merger or another business combination
          transaction in which Hasbro is not the surviving corporation;
      o   Hasbro is the surviving corporation in a merger or other business
          combination, but all or part of its common stock is changed into
          or exchanged for stock or other securities of another person,
          cash or any other property; or
      o   Hasbro sells 50% or more of its consolidated assets, cash flow or
          earning power.

If any of the above events occurs, the acquiring company shall assume all
of our obligations under the rights agreement.

       From and after the occurrence of the event which triggers the
exercise of the Rights, any Rights that are or were acquired or
beneficially owned by any Acquiring Person (or any Associate or Affiliate)
shall be void and any holder of such Rights shall thereafter have no right
to exercise such Rights.

      At any time prior to the earlier of ten business days following the
date upon which someone has become an Acquiring Person and the expiration
date of the Rights, our Board of Directors may redeem all (but not less
than all) of the outstanding Rights at a price of $.01 per Right, subject
to adjustment, payable in cash, shares of common stock or other
consideration. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate, and the only right of the holders of
Rights will be to receive the redemption price. The exercisability of the
Rights triggered by someone becoming an Acquiring Person, as described
above, will not occur until after the expiration of this redemption right.
If, however, a majority of our Board of Directors was elected by
shareholder action by written consent or is not comprised of members who
were nominated by the predecessor Board of Directors, the Rights shall not
be redeemed if such redemption is likely to have the effect of allowing
anyone to become an Acquiring Person or to otherwise trigger the
exercisability of the Rights, as described above, for a period of 180 days
following such election.

      At any time after a person becomes an Acquiring Person and prior to
the acquisition by a person or group of 50% or more of our outstanding
common stock, our Board of Directors may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one share of common stock per Right,
subject to adjustment.

      In the event that, after the Rights become exercisable for shares of
our common stock, there is an insufficient number of shares of our common
stock available to permit the full exercise of Rights, our Board of
Directors has the ability to substitute an equivalent value in:

      o   cash;
      o   a reduction in the exercise price of the Right;
      o   shares of preference stock with an equivalent value to our common
          stock;
      o   debt securities;
      o   other assets; or
      o   any combination of the foregoing.

      Prior to the Distribution Date, the rights agreement may be amended
by our Board of Directors without the consent of the holders of the Rights.
After the Distribution Date, the rights agreement may only be amended by
our Board of Directors, without the consent of the holders of the Rights,
as follows:

      o   to cure any ambiguity;
      o   to correct any provisions which are defective or inconsistent;
      o   to shorten or lengthen any time period, though any lengthening
          must be for the purpose of protecting the interests of the
          holders of the Rights; or
      o   to make changes which do not adversely affect the interests of
          the holders of the Rights.

The rights agreement may not be amended, however, at any time when the
Rights are not redeemable.

      Until a holder of a Right exercises such Right, such holder will have
no rights as a shareholder of Hasbro, 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 Hasbro, shareholders may, depending on the
circumstances, recognize taxable income in the event that the Rights become
exercisable for our common stock (or other consideration) or in the event
the Rights are redeemed by Hasbro.

      The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
Hasbro in a manner which causes the Rights to become exercisable. The
Rights, however, should not affect any prospective offeror willing to make
an offer at a price that is fair and otherwise in the best interests of the
shareholders. The Rights should not interfere with any merger or business
combination approved by our Board of Directors since the Board may, at its
option, exercise its right to redeem the Rights as described above.

JUNIOR PARTICIPATING PREFERENCE STOCK

      In connection with the rights agreement, 60,000 shares of Series C
Junior Participating Preference Stock have been reserved and authorized for
issuance by the Board of Directors. No shares of Junior Participating
Preference Stock were outstanding as of June 30, 1999. The following
statements with respect to the Junior Participating Preference Stock do not
purport to be complete and are subject to, and are qualified in their
entirety by reference to, the detailed provisions of the Articles of
Incorporation, including the Certificate of Designation relating to the
Junior Participating Preference Stock (the "Certificate of Designation"),
which is incorporated herein by reference.

      Shares of Junior Participating Preference Stock purchasable upon
exercise of the Rights will not be redeemable. Each share of Junior
Participating Preference Stock will be entitled to a minimum preferential
quarterly dividend payment of $10 per share but will be entitled to an
aggregate dividend of 10,000 times the dividend declared per share of
common stock. In the event of liquidation, the holders of the Junior
Participating Preference Stock will be entitled to a minimum preferential
liquidation payment of $10,000 per share, plus accrued and unpaid
dividends, and will also be entitled to preferential treatment on the
distribution of any remaining assets. Each share of Junior Participating
Preference Stock will have 10,000 votes, voting together with the common
stock. In the event of any merger, consolidation or other transaction in
which shares of common stock are exchanged, each share of Junior
Participating Preference Stock will be entitled to receive 10,000 times the
amount received per share of common stock. These rights are subject to
proportionate adjustment in the event of certain stock splits,
recombinations and other events.


                            PLAN OF DISTRIBUTION

DEBT SECURITIES

      We may sell debt securities directly or to or through one or more
underwriters, agents or dealers who will be named in the prospectus
supplement or an underwriting syndicate, represented by one or more
managing underwriters, that would be named in the prospectus supplement
relating to an issue of offered debt securities.

      The distribution of the debt securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.

      In connection with underwritten offerings of the debt securities and
in accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions which stabilize, maintain or otherwise
affect the market price of the debt securities at levels above those which
might otherwise prevail in the open market, including by entering
stabilizing bids, effecting syndicate covering transactions or imposing
penalty bids. A stabilizing bid means the placing of any bid, or the
effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of a security. A syndicate covering transaction means
the placing of any bid on behalf of the underwriting syndicate or the
effecting of any purchase to reduce a short position created in connection
with the offering. A penalty bid means an arrangement that permits the
managing underwriter to reclaim a selling concession from a syndicate
member in connection with the offering when debt securities originally sold
by such syndicate member are purchased in syndicate covering transactions.
Such transactions may be effected in the over-the-counter market or
otherwise. Underwriters are not required to engage in any of these
activities. Any such activities, if commenced, may be discontinued at any
time.

      In connection with the sale of debt securities to underwriters,
underwriters may receive compensation in the form of discounts, concessions
or commissions from Hasbro or from purchasers of debt securities for whom
they may act as agents. Underwriters and dealers that participate in the
distribution of debt securities may be deemed to be underwriters, and any
discounts or commissions received by them and any profit on the resale of
debt securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter will be
identified, and any such compensation will be described, in the prospectus
supplement.

      Debt securities may be sold directly by Hasbro or through agents
designated by Hasbro from time to time. Any agent involved in the offer or
sale of the debt securities in respect of which this prospectus is
delivered will be named, and any commissions payable by Hasbro to such
agent will be set forth, in the prospectus supplement. Unless otherwise
indicated in the prospectus supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.

      Under agreements which may be entered into by Hasbro, underwriters,
agents and dealers who participate in the distribution of debt securities
may be entitled to indemnification by Hasbro against certain liabilities,
including liabilities under the Securities Act, or to contribution with
respect to payments which such underwriters, dealers, or agents may be
required to make in respect thereof. Such underwriters, dealers or agents
may engage in transactions with, or perform services for, Hasbro in the
ordinary course of business.

      The debt securities are a new issue of securities with no established
trading market. In the event that debt securities of a series offered
hereunder are not listed on a national securities exchange, certain
broker-dealers may make a market in the debt securities, but will not be
obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given that any broker-dealer will make
a market in the debt securities of any series or as to the liquidity of the
trading market for the debt securities. Any such market making may be
discontinued at any time.

STOCK SALES BY SELLING SHAREHOLDERS

      The selling shareholders or their respective successors (including
permitted assignees, pledgees, donees, transferees or other successors in
interest) may sell all of their shares from time to time in transactions on
the securities markets and exchanges, including the NYSE, in the over the
counter market, in privately negotiated transactions, or through writing
options or warrants on their shares or otherwise. They may sell shares at
fixed prices that may change, at market prices prevailing at the time of
sale, at prices relating to prevailing market prices or at negotiated
prices. Under certain circumstances, the selling shareholders may sell
their shares pursuant to Rule 144 or another exemption from registration
under the Securities Act in lieu of selling their shares pursuant to this
prospectus. The selling shareholders may sell shares in any manner
permitted by law, including through underwriters, licensed brokers, dealers
or agents, and directly to one or more purchasers.

      Sales of shares of common stock may involve:

      o     sales to underwriters, who will acquire shares of common stock
for their own account and resell them in one or more transactions at fixed
prices or at varying prices determined at that time of sale;

      o     block transactions in which the broker or dealer so engaged may
sell shares as agent or principal;

      o     purchases by a broker or dealer as principal who resells the
shares for its account;

      o     an exchange distribution in accordance with the rules of any such
exchange;

      o     ordinary brokerage transactions and transactions in which a
broker solicits purchasers; and

      o     privately negotiated sales, which may include sales directly to
institutions.

      The selling shareholders have advised us that, as of the date of this
prospectus, they have not entered into any agreements, understandings or
arrangements for the sale of the shares with any underwriters or
broker-dealers and that no underwriter or coordinating broker-dealer is now
acting in connection with the proposed sale of shares. At the time a
particular offering of shares is made and to the extent required, the
aggregate number of shares being offered, the name or names of the selling
shareholders and the terms of the offering, including the names of the
underwriters, broker-dealers or agents, any discounts, concessions or
commissions and other terms constituting compensation from the selling
shareholders, and any discounts, concessions or commissions allowed or
re-allowed or paid to broker-dealers, will be set forth in an accompanying
prospectus supplement.

      Broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the selling shareholders and/or the
purchasers. The selling shareholders and any broker-dealers, agents or
underwriters that participate with the selling shareholders in the
distribution of shares offered by this prospectus may be deemed to be
"underwriters" within the meaning of the Securities Act. Accordingly, the
selling shareholders will be subject to the prospectus delivery
requirements of the Securities Act. Any commissions paid or any discounts
or concessions allowed to these persons, and any profits received on the
resale of the shares offered by this prospectus and purchased by these
persons, may be deemed to be underwriting commissions or discounts under
the Securities Act.

      Under the rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares offered pursuant to this prospectus
may be limited in its ability to engage in market activities with respect
to those shares. Each selling shareholder will be subject to the provisions
of the Exchange Act and the rules and regulations under the Exchange Act,
including Regulation M. Those rules and regulations may limit the timing of
purchases and sales of any shares offered by the selling shareholders
pursuant to this prospectus, which may affect the marketability of the
shares offered by this prospectus.

      We will pay all expenses (other than selling commissions and fees and
stock transfer taxes) of the registration and sale of shares. We also have
agreed to indemnify the selling shareholders against certain liabilities,
including liabilities under the Securities Act.

      We may suspend the use of this prospectus by the selling shareholders
under certain circumstances.

      We will not receive any proceeds from sales of shares by selling
shareholders. We cannot guarantee that the selling shareholders will sell
any or all of their shares.


                               LEGAL MATTERS

      The validity of the securities offered by this prospectus will be
passed upon for Hasbro by Phillip H. Waldoks, Senior Vice President --
Corporate Legal Affairs and Secretary of Hasbro. Mr. Waldoks will rely as
to matters of Rhode Island law on the opinion of Cynthia S. Reed, Senior
Vice President and General Counsel of Hasbro. Mr. Waldoks owns 3,600 shares
of Common Stock and has options to purchase 139,905 shares of Common Stock
granted under Hasbro's employee stock option plans. Ms. Reed owns 9,420
shares of Common Stock and has options to purchase 84,750 shares of Common
Stock granted under Hasbro's employee stock option plans. Certain legal
matters with respect to the debt securities offered by this prospectus will
be passed upon for any underwriters, dealers or agents by Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York.


                                    EXPERTS

      The consolidated financial statements incorporated by reference and
schedule included in the Annual Report on Form 10-K of Hasbro for the
fiscal year ended December 27, 1998 incorporated by reference herein and
elsewhere in the Registration Statement, have been incorporated by
reference herein and in the registration statement in reliance upon the
reports of KPMG LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.


                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

            The estimated expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions, will be paid by the Registrant and are:

Filing Fee for Registration Statement...................  $217,298.27
Rating Agency Fees....................................     200,000
Legal Fees and Expenses.................................    50,000
Accounting Fees and Expenses............................    50,000
Printing and Engraving Fees.............................    35,000
Trustees' Fees..........................................    12,000
Miscellaneous...........................................     5,701.73
                                                          -----------
      Total............................................   $570,000.00


ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The Registrant is incorporated in Rhode Island. Under Section
7-1.1-4.1 of the Rhode Island Business Corporation Act, a Rhode Island
corporation has the power, under specified circumstances, to indemnify its
officers, directors, employees and agents against judgments, penalties,
fines, settlements and reasonable expenses, including attorneys' fees,
actually incurred by them in connection with any proceeding to which such
persons were made parties by reason of the fact that such persons are or
were directors, officers, employees or agents, if (a) such persons shall
have acted in good faith, (b) they reasonably believed that their actions
were in the best interests of the corporation (if such proceeding involves
conduct in an official capacity with the corporation) or not opposed to the
best interests of the corporation (if such proceeding involves conduct
other than in an official capacity with the corporation), and (c) in
criminal proceedings, they had no reasonable cause to believe that their
conduct was unlawful. The foregoing statement is subject to the detailed
provisions of 7-1.1-4.1 of the Rhode Island Business Corporation Act.

            Article X of the By-Laws of the Registrant provides that the
Registrant shall indemnify its directors and officers to the full extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation
Act.

            Section 7-1.1-48 of the Rhode Island Business Corporation Act
provides that articles of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 7-1.1-43 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends or distribution
on, capital stock) of the Rhode Island Business Corporation Act, or (iv)
for any transaction from which the director derived an improper personal
benefit (unless said transaction is permitted by Section 7-1.1-37.1
(relating to director conflicts of interest) of the Rhode Island Business
Corporation Act). Article Thirteenth of the Registrant's Articles of
Incorporation contains such a provision.

            Section 7-1.1-4.1(j) of the Rhode Island Business Corporation
Act empowers a Rhode Island corporation to purchase and maintain insurance
on behalf of its current and prior directors, officers, employees and
agents against any liability incurred or asserted against them as a result
of their official capacities, whether or not the corporation would have the
power to indemnify such person against the insured liability under the
provisions of such Section. The Registrant has a directors and officers
liability insurance policy.

            The Registrant has entered into an indemnification agreement
with each of its directors, whereby the Registrant has agreed to indemnify
each such director for amounts which the director is legally obligated to
pay, including judgments, settlements of fines (including certain related
expenses to be advanced by the Registrant), due to any actual or alleged
breach of duty, neglect, error, misstatement, misleading statement or other
act or omission by a director in his capacity as a director, excluding
claims (a) covered by the Registrant's directors and officers liability
insurance policy, (b) for which the director is otherwise indemnified or
reimbursed, (c) relating to certain judgments or adjudications under which
the director is liable for breaches of duty of loyalty, acts or omissions
not in good faith or involving intentional misconduct or involving knowing
violations of law, actions or certain transactions from which the director
derives an improper personal benefit, (d) relating to the director's
liability for accounting for profits under Section 16 of the Securities
Exchange Act of 1934, as amended, (e) in respect of remuneration, if found
unlawful, and (f) as to which a final and non-appealable judgement has
determined that payment to the director thereunder is unlawful.

            In addition, any underwriting agreement entered into in
connection with our sale of debt securities will provide for
indemnification of directors and officers of the Registrant under certain
circumstances.

ITEM 16.    LIST OF EXHIBITS

      The following Exhibits are filed as part of this Registration
Statement:

            1.1     Form of Underwriting Agreement (incorporated by
                    reference to Exhibit 1.1 to Hasbro's Registration
                    Statement on Form S-3, dated June 24, 1998,
                    Registration No. 333-44101).

            3.1     Restated Articles of Incorporation of Hasbro
                    (incorporated by reference to Exhibit (c)(2) to
                    Hasbro's Current Report on Form 8-K, dated July 15,
                    1993, File No. 1-6682).

            3.2     Amended and Restated Bylaws of Hasbro (incorporated by
                    reference to Exhibit (3) to Hasbro's Current Report on
                    Form 8-K, dated February 16, 1996, File No. 1-6682).

            4.1     Form of the Indenture between Registrant and a banking
                    institution, as trustee, relating to Senior Debt
                    Securities.

            4.2     Form of the Indenture between Registrant and a banking
                    institution, as trustee, relating to subordinated debt
                    securities (incorporated by reference to Exhibit 4.2 to
                    Hasbro's Registration Statement on Form S-3, dated June
                    24, 1998, Registration No. 333-44101).

            4.3     Rights Agreement dated June 16, 1999 between Hasbro and
                    BankBoston, N.A. (incorporated by reference to Exhibit
                    4 to Hasbro's Current Report on Form 8-K dated June 16,
                    1999).

            4.4     Warrant, dated October 14, 1997, between Hasbro and
                    Lucas Licensing Ltd. (incorporated by reference to
                    Exhibit 10(h) to Hasbro's Annual Report on Form 10-K
                    for the Fiscal Year ended on December 27, 1998, File
                    No. 1-6682).

            4.5     Warrant, dated October 14, 1997, between Hasbro and
                    Lucasfilm Ltd. (incorporated by reference to Exhibit
                    10(i) to Hasbro's Annual Report on Form 10-K for the
                    Fiscal Year ended on December 27, 1998, File No.
                    1-6682).

            4.6     Warrant, dated October 30, 1998, between Hasbro and
                    Lucas Licensing Ltd. (incorporated by reference to
                    Exhibit 10(j) to Hasbro's Annual Report on Form 10-K
                    for the Fiscal Year ended on December 27, 1998, File
                    No. 1-6682).

            4.7     Warrant, dated October 30, 1998, between Hasbro and
                    Lucasfilm Ltd. (incorporated by reference to Exhibit
                    10(k) to Hasbro's Annual Report on Form 10-K for the
                    Fiscal Year ended on December 27, 1998, File No.
                    1-6682).

            5.1     Opinion of Phillip H. Waldoks, Senior Vice President -
                    Corporate Legal Affairs and Secretary of Hasbro.*

            12.1    Calculation of Ratio of Earnings to Fixed Charges
                    (incorporated by reference to Exhibit 12 to Hasbro's
                    Quarterly Report on Form 10-Q for the Fiscal Quarter
                    ended on March 28, 1999, File No. 1-6682).

            23.1    Consent of KPMG LLP.

            23.2    Consent of Phillip H. Waldoks, Senior Vice President
                    Corporate Legal Affairs and Secretary of Hasbro
                    (included as part of Exhibit 5.1).

            24.1    Powers of Attorney (contained on pages II-7 through
                    II-9)

            25.1    Form T-1 Statement of Eligibility under the Trust
                    Indenture Act of 1939 of the trustee*

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

    *   To be filed and incorporated by reference herein in connection with
        the offering of securities.


ITEM 17. UNDERTAKINGS

            The undersigned Registrant hereby undertakes:

            1. To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this Registration
Statement:

                (i)  to include any prospectus required by Section 10(a)(3)
of the Securities Act:

                (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the lower or higher end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and

                (iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

            2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

            3. To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold
at the termination of the offering.

            4. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

            5. To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") in
accordance with the rules and regulations prescribed by the Securities and
Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.



                                 SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
the 1st day of July, 1999.


                                    HASBRO, INC.


                                    By /s/ Alan G. Hassenfeld
                                       ------------------------------
                                       Alan G. Hassenfeld
                                       Chairman of the Board
                                       and Chief Executive Officer



                             POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints each of Harold P. Gordon,
John T. O'Neill, Brenda T. Simensky and Phillip H. Waldoks as such person's
true and lawful attorney-in-fact and agent, with full power of substitution
and revocation, for such person and in such person's name, place and stead,
in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement, and any
registration statement for the same offering that is to be effective under
Rule 462(b) of the Securities Act, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

            Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



       Signature                         Title                     Date
       ---------                         -----                     ----

/s/ Alan G. Hassenfeld           Chairman of the Board and      July 1, 1999
-----------------------------    Chief Executive Officer
    ALAN G. HASSENFELD           and Director (Principal
                                 Executive Officer)


/s/ John T. O'Neill              Executive Vice President       July 1, 1999
-----------------------------    and Chief Financial Officer
    JOHN T. O'NEILL              (Principal Financial and
                                 Accounting Officer)


/s/ Alan R. Batkin               Director                       July 1, 1999
-----------------------------
    ALAN R. BATKIN


/s/ Herbert M. Baum              Director                       July 1, 1999
-----------------------------
    HERBERT M. BAUM


/s/ E. Gordon Gee                Director                       July 1, 1999
-----------------------------
    E. GORDON GEE


/s/ Harold P. Gordon             Director                       July 1, 1999
-----------------------------
    HAROLD P. GORDON


/s/ Alex Grass                   Director                       July 1, 1999
-----------------------------
    ALEX GRASS


/s/ Sylvia K. Hassenfeld         Director                       July 1, 1999
-----------------------------
    SYLVIA K. HASSENFELD


/s/ Marie-Josee Kravis           Director                       July 1, 1999
-----------------------------
    MARIE-JOSEE KRAVIS


                                 Director
-----------------------------
    MORRIS W. OFFIT


/s/ Norma T. Pace                Director                       July 1, 1999
-----------------------------
    NORMA T. PACE


/s/ E. John Rosenwald, Jr.       Director                       July 1, 1999
-----------------------------
    E. JOHN ROSENWALD, JR.


                                  Director
-----------------------------
    CARL SPIELVOGEL


/s/ Preston Robert Tisch         Director                       July 1, 1999
-----------------------------
    PRESTON ROBERT TISCH


/s/ Alfred J. Verrecchia         Director                       July 1, 1999
-----------------------------
    ALFRED J. VERRECCHIA


/s/ Paul Wolfowitz               Director                       July 1, 1999
-----------------------------
    PAUL WOLFOWITZ



