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<SEC-DOCUMENT>0000950135-03-005272.txt : 20031023
<SEC-HEADER>0000950135-03-005272.hdr.sgml : 20031023
<ACCEPTANCE-DATETIME>20031023142846
ACCESSION NUMBER:		0000950135-03-005272
CONFORMED SUBMISSION TYPE:	RW
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20031023

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HASBRO INC
		CENTRAL INDEX KEY:			0000046080
		STANDARD INDUSTRIAL CLASSIFICATION:	GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944]
		IRS NUMBER:				050155090
		STATE OF INCORPORATION:			RI
		FISCAL YEAR END:			1227

	FILING VALUES:
		FORM TYPE:		RW
		SEC ACT:		
		SEC FILE NUMBER:	333-46986
		FILM NUMBER:		03953841

	BUSINESS ADDRESS:	
		STREET 1:		1027 NEWPORT AVE
		STREET 2:		P O BOX 1059
		CITY:			PAWTUCKET
		STATE:			RI
		ZIP:			02861
		BUSINESS PHONE:		4014318697

	MAIL ADDRESS:	
		STREET 1:		200 NARRAGANSETT PARK DRIVE
		CITY:			PAWTUCKET
		STATE:			RI
		ZIP:			02862-0200

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HASBRO BRADLEY INC
		DATE OF NAME CHANGE:	19850814

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HASBRO INDUSTRIES INC
		DATE OF NAME CHANGE:	19840917

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HASSENFELD BROTHERS INC
		DATE OF NAME CHANGE:	19720615
</SEC-HEADER>
<DOCUMENT>
<TYPE>RW
<SEQUENCE>1
<FILENAME>b48237rwrw.txt
<DESCRIPTION>HASBRO, INC.
<TEXT>
<PAGE>

                                  HASBRO, INC.
                              1027 NEWPORT AVENUE
                              PAWTUCKET, RI 02862



October 22, 2003

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:   Hasbro, Inc. -- Registration Statement on Form S-3 (Reg. No. 333-46986)

Ladies and Gentlemen:

     Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), Hasbro, Inc. (the "Registrant") hereby requests
the withdrawal of its Registration Statement on Form S-3 (Reg. No. 333-46986),
together with all exhibits thereto, filed with the Securities and Exchange
Commission (the "Commission") on September 29, 2000 (the "Registration
Statement").

     Pursuant to the Registration Statement, the Registrant proposed to register
for resale by the holders thereof 500,000 shares of its common stock, par value
$.50 per share (the "Common Stock"), to be issued upon the exercise of a warrant
to purchase such shares of Common Stock (the "Warrant") held by the selling
shareholder (Warner Bros.) identified in the Registration Statement (the
"Holder"). Pursuant to a termination agreement, dated July 21, 2003, and prior
to any exercise of the Warrant, the Registrant repurchased the entire Warrant
from the Holder for cash. The Registrant seeks to withdraw the Registration
Statement because no shares of Common Stock were or will be issued to the Holder
under the Warrant, and consequently no shares of Common Stock were or will be
sold under the Registration Statement. The Registrant requests that an order
granting withdrawal of the Registration Statement be issued by the Commission as
promptly as possible.

     The Registrant also proposes in accordance with Rule 457(p) promulgated
under the Securities Act to apply the fee of $1,423.29 paid by the Registrant
to the Commission in connection with the filing of the Registration Statement
as an offset of all or a portion of the fee due for a subsequent registration
statement. If you have any questions regarding the foregoing application for
withdrawal, please contact Tarrant Sibley of Hasbro, Inc. at (401) 727-5591.



                                              Respectfully,


                                              HASBRO, INC.


                                          By: /s/ DAVID D.R. HARGREAVES
                                              ---------------------------------
                                              Name: David D.R. Hargreaves
                                              Title: Senior Vice President and
                                              Chief Financial Officer

</TEXT>
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