SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549


                                FORM 8-K

                             CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of Earliest Event Reported):      July 21, 2003
                                                 -------------------------



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



 RHODE ISLAND                    1-6682                    05-0155090
- --------------                ------------             -------------------
  (State of                   (Commission                 (IRS Employer
Incorporation)                File Number)             Identification No.)



1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND                   02862
- ------------------------------------------             -------------------
 (Address of Principal Executive Offices)                  (Zip Code)



                             (401) 431-8697
                     -------------------------------
           (Registrant's telephone number, including area code)




Item 5.    Other Events and Regulation FD Disclosure.

           The July 21, 2003 Press Release of the Company attached
           hereto as EXHIBIT 99 is incorporated herein by reference.

Item 7.    Financial Statements and Exhibits.

           (c) Exhibits

           99  Press Release, dated July 21, 2003, of Hasbro, Inc.

Item 12.   Results of Operations and Financial Condition.

           On July 21, 2003, we announced our financial results for the
           fiscal quarter ended June 29, 2003, and certain other
           information. The press release, which has been attached as
           Exhibit 99, discloses a financial measure, Earnings before
           Interest, Taxes, Depreciation and Amortization ("EBITDA"), that
           is considered a non-GAAP financial measure as defined under SEC
           rules. Generally, a non-GAAP financial measure is a numerical
           measure of a company's performance, financial position, or cash
           flows that either excludes or includes amounts that are not
           normally excluded or included in the most directly comparable
           measure calculated and presented in accordance with generally
           accepted accounting principles. In order to fully assess our
           financial operating results, management believes that EBITDA is
           an appropriate measure of evaluating our operating performance,
           because it reflects the resources available for strategic
           opportunities including, among others, to invest in the
           business, strengthen the balance sheet and make strategic
           acquisitions. However, this measure should be considered in
           addition to, and not as a substitute for, or superior to,
           net income or other measures of financial performance
           prepared in accordance with generally accepted accounting
           principles as more fully discussed in our financial statements
           and filings with the SEC. The EBITDA measures included in our
           press release have been reconciled to the nearest GAAP measures
           as is now required under new SEC rules regarding the use of non-
           GAAP financial measures.

           As used herein, "GAAP" refers to accounting principles generally
           accepted in the United States




                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

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


Date: July 21, 2003                     By:  /s/ David D. R. Hargreaves
                                              --------------------------
                                              David D. R. Hargreaves

                                              Senior Vice President and
                                              Chief Financial Officer
                                              (Duly Authorized Officer and
                                              Principal Financial Officer)




                                  HASBRO, INC.
                           Current Report on Form 8-K
                             Dated July 21, 2003


                                 Exhibit Index

Exhibit
  No.                              Exhibits
- -------                            --------

99           Press Release, dated July 21, 2003, of Hasbro, Inc.


                                                                 EXHIBIT 99




For Immediate Release          Contact: Karen A. Warren (Investor Relations)
July 21, 2003                                                 401-727-5401
                                        Wayne S. Charness (News Media)
                                                               401-727-5983

     HASBRO REPORTS STRONG SECOND QUARTER RESULTS

Highlights:

- -    Net revenues up 7%, to $581.5 million compared to $546.0 million a year
     ago

- -    Net earnings of $11.4 million or $0.06 per diluted share, versus a net
     loss of $25.9 million, or ($.15) per diluted share in 2002

- -    International segment net revenues up 3% in local currency and 17% in
     U.S. dollars

- -    U. S. Toys segment net revenues up 4%, despite tough Star Wars
     comparisons

- -    Continued strong performances by core brands such as TRANSFORMERS and
     TRIVIAL PURSUIT and new, innovative products such as BEYBLADE and FURREAL
     FRIENDS


     Pawtucket, RI  (July 21, 2003) - Hasbro, Inc. (NYSE: HAS) today reported
strong second quarter results.  Worldwide net revenues were $581.5 million, up
7% from $546.0 million a year ago.  The net income for the quarter was $11.4
million, compared to a loss of $25.9 million last year, and the net income per
diluted share was $0.06, compared to a loss of ($0.15) per diluted share in
2002.  The 2002 results include a net, after-tax charge of $21.0 million, or
$0.12 per diluted share, related to a decline in the value of the Company's
investment in Infogrames Entertainment SA, as partially offset by interest
income on a tax settlement from the Internal Revenue Service.  The Company
reported second quarter Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) of $66.8 million for the quarter, compared to $29.4
million in 2002.  The attached schedules provide a reconciliation of EBITDA to
net income for the second quarter and year to date.

     For  the first half, worldwide net revenues were $1.043 billion, compared
to $998.3 million a year ago.  Net income for the first half was $12.6 million
or $0.07 per diluted share, compared to a loss of $42.9 million or ($0.25) per
diluted  share  a year ago before the effect of an accounting  change.   First
half EBITDA was $114.2 million, compared to $64.3 million last year.

       "I  am pleased with our second quarter performance and our progress for
the first half of the year," said Alfred J. Verrecchia, Hasbro's President and
Chief  Executive Officer.  "We had good growth in many of our core brands,  as
well  as  in new products such as BEYBLADE and FURREAL FRIENDS.  All  of  this
increases my confidence in our ability to deliver on our plan for the year."

     "Our  innovation is paying off as we create and enter new categories  and
segments  in  both  toys and games, and reinvent existing  brands.   With  new
products  running  the gamut from BEYBLADE to the latest in  TRANSFORMERS  and
VIDEO  NOW -- a personal, disc based video player, we are successfully gaining
shelf space and growing the top line," Verrecchia concluded.

     Revenues  in  the  U.S. Toys segment increased in the quarter  to  $208.4
million,  compared  to  $199.6  million a  year  ago.   The  segment  reported
operating  profit of $12.9 million compared to $14.6 million last  year.   The
expected  revenue decline due to STAR WARS was offset by strength in  BEYBLADE
and  sales of certain core product lines including TRANSFORMERS and PLAYSKOOL,
as well as continuing strong sales of FURREAL FRIENDS.

     Revenues  in  the  Games  segment were $148.6 million  for  the  quarter,
compared  to $152.0 million a year ago.  Board game revenues remained  strong,
led  by  TRIVIAL PURSUIT 20TH ANNIVERSARY EDITION.  Non-licensed trading  card
games  were  up, but licensed trading card games including POKEMON were  down.
The Games segment reported improved operating profit of $25.4 million compared
to $22.4 million last year.

     International segment revenues were $203.8 million for the quarter,
compared to $174.3 million a year ago.  This increase of 17% includes the
positive impact of foreign exchange of $23.6 million.  Absent this impact,
revenues increased 3% to $180.3 million.  The segment experienced strength in
BEYBLADE and sales of certain core product lines including MAGIC: THE
GATHERING trading card games, TRANSFORMERS and PLAYSKOOL.  The International
segment operating loss declined to $4.8 million compared to a loss of $17.3
million a year ago.

     "We are pleased with the financial progress we have made this year and we
remain  on target with our cost cutting and debt reduction initiatives,"  said
David Hargreaves, Hasbro's Chief Financial Officer.

     "Our  second  quarter revenue growth of 7% was a significant  achievement
given  the difficult year-over-year comparison associated with the decline  in
revenues from major entertainment properties.  In fact, the growth in our core
brands  and  new products more than offset the anticipated -- and realized  --
reduction in Star Wars revenue."

     "Looking  forward,  because  of  the  challenging  economic  and   retail
environments and with approximately two-thirds of our business yet to ship, we
have  not  significantly changed our expectations for  the  year,"  Hargreaves
concluded.

     The  Company will webcast its second quarter earnings conference call  at
9:00 a.m. Eastern Standard Time today. Investors and the media are invited  to
listen  at http://www.hasbro.com (select "Corporate Info" from the home  page,
click on "Investor Information," and then click on the webcast microphone).

     Hasbro is a worldwide leader in children's and family leisure time and
entertainment products and services, including the design, manufacture and
marketing of games and toys ranging from traditional to high-tech.  Both
internationally and in the U.S., its PLAYSKOOL, TONKA, SUPER SOAKER, MILTON
BRADLEY, PARKER BROTHERS, TIGER and WIZARDS OF THE COAST brands and products
provide the highest quality and most recognizable play experiences in the
world.

Certain   statements  contained  in  this  release  contain   "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of  1995.  These  statements may be identified by the use  of  forward-looking
words or phrases such as "anticipate", "believe", "could", "expect", "intend",
"look  forward", "may", "planned", "potential", "should", "will" and  "would".
Such  forward-looking statements are inherently subject to known  and  unknown
risks  and  uncertainties. The Company's actual actions or results may  differ
materially   from   those  expected  or  anticipated  in  the  forward-looking
statements.  Specific factors that might cause such a difference include,  but
are  not limited to: the Company's ability to manufacture, source and ship new
and continuing products on a timely basis and the acceptance of those products
by  customers  and consumers at prices that will be sufficient  to  profitably
recover  development, manufacturing, marketing, royalty  and  other  costs  of
products;  economic  and  public health conditions,  including  factors  which
impact  the retail market or the Company's ability to manufacture and  deliver
products,  higher  fuel  and  commodity prices, higher  transportation  costs,
currency  fluctuations and government regulation and other conditions  in  the
various  markets  in  which  the Company operates throughout  the  world;  the
inventory  policies of retailers, including the concentration of the Company's
revenues  in  the  second half and fourth quarter of the year,  together  with
increased  reliance  by  retailers  on  quick  response  inventory  management
techniques,  which  increases the risk of underproduction  of  popular  items,
overproduction  of  less  popular  items and  failure  to  achieve  tight  and
compressed shipping schedules; work stoppages, slowdowns or strikes, which may
impact the Company's ability to manufacture or deliver product; the bankruptcy
or  other lack of success of one of the Company's significant retailers  which
could  negatively  impact the Company's revenues or  bad  debt  exposure;  the
impact  of competition on revenues, margins and other aspects of the Company's
business, including the ability to secure, maintain and renew popular licenses
and  the  ability  to attract and retain talented employees in  a  competitive
environment;  market  conditions, third party actions  or  approvals  and  the
impact  of competition that could delay or increase the cost of implementation
of  the  Company's consolidation programs or alter the Company's  actions  and
reduce actual results; the risk that anticipated benefits of acquisitions  may
not  occur or be delayed or reduced in their realization; and other risks  and
uncertainties  as  may be detailed from time to time in the  Company's  public
announcements  and SEC filings. The Company undertakes no obligation  to  make
any  revisions to the forward-looking statements contained in this release  or
to  update them to reflect events or circumstances occurring after the date of
this release.

This presentation includes a non-GAAP financial measure as defined under SEC
rules, specifically EBITDA. As required by SEC rules, we have provided a
reconciliation on the attached schedule of this measure to the most directly
comparable GAAP measure. EBITDA (earnings before interest, taxes, depreciation
and amortization) represents net income (loss) before cumulative effect of
accounting change, excluding, interest expense, income taxes, depreciation and
amortization. In order to fully assess the Company's financial operating
results, management believes that EBITDA is an appropriate measure of
evaluating the operating performance of the Company because it reflects the
resources available for strategic opportunities including, among others, to
invest in the business, strengthen the balance sheet, and make strategic
acquisitions. However, this measure should be considered in addition to, not
as a substitute for, or superior to, net income or other measures of financial
performance prepared in accordance with generally accepted accounting
principles as more fully discussed in the Company's financial statements and
filings with the Securities and Exchange Commission. As used herein, "GAAP"
refers to accounting principles generally accepted in the United States.  This
presentation also includes the Company's International segment net revenues
excluding the impact of changes in exchange rates.  Management believes that
the presentation of International segment net revenues minus the impact of
exchange rate changes provides information that is helpful to an investor's
understanding of the segment's underlying business performance absent exchange
rate fluctuations which are beyond the Company's control.




                                     # # #
                               (Tables Attached)




                                 HASBRO, INC.

                       CONSOLIDATED STATEMENTS OF OPERATIONS



(Thousands of Dollars and Shares Except Per Share Data)


                                    Quarter Ended         Six Months Ended
                                  ------------------    --------------------
                                  June 29,  June 30,     June 29,    June 30,
                                    2003      2002         2003       2002
                                  --------  --------    ---------  ---------
Net Revenues                     $ 581,469   545,990   $1,043,237    998,257
Cost of Sales                      230,807   196,165      403,044    362,579
                                  --------   -------    ---------  ---------
Gross Profit                       350,662   349,825      640,193    635,678
Amortization                        18,410    22,766       34,588     44,215
Royalties                           52,650    65,712       86,740    117,168
Research and Product Development    33,105    36,770       63,605     69,983
Advertising                         67,686    58,507      120,864    105,396
Selling, Distribution and
 Administration                    150,420   152,069      290,319    291,260
                                  --------   -------    ---------  ---------
Operating Profit                    28,391    14,001       44,347      7,656
Interest Expense                    11,974    18,317       26,996     37,859
Other (Income) Expense, Net            777    30,667           82     27,832
                                  --------   -------    ---------  ---------
Earnings (Loss) Before Income
 Taxes and Cumulative Effect of
 Accounting Change, Net of Tax      15,640   (34,983)      17,269    (58,035)
Income Taxes                         4,223    (9,095)       4,663    (15,089)
                                  --------   -------    ---------  ---------
Earnings (Loss) before
 Cumulative Effect of
 Accounting Change                  11,417   (25,888)      12,606    (42,946)
Cumulative Effect of Accounting
 Change, Net of Tax                    -         -            -     (245,732)
                                  --------   -------    ---------  ---------
Net Earnings (Loss)               $ 11,417  $(25,888)   $  12,606 $ (288,678)
                                  ========   =======    =========  =========

Per Common Share
  Earnings (Loss) before Cumulative
   Effect of Accounting Change
    Basic                        $    0.07  $  (0.15)   $    0.07 $    (0.25)
                                  ========   =======    =========  =========
    Diluted                      $    0.06  $  (0.15)   $    0.07 $    (0.25)
                                  ========   =======    =========  =========

  Cumulative Effect of Accounting
    Change, Net of Tax
    Basic and Diluted             $      -   $     -    $       - $    (1.42)
                                  ========   =======    =========  =========

Net Earnings (Loss)
    Basic                         $   0.07  $  (0.15)   $    0.07 $    (1.67)
                                   =======   =======    =========  =========
    Diluted                       $   0.06  $  (0.15)   $    0.07 $    (1.67)
                                   =======   =======    =========  =========


  Cash Dividends Declared         $   0.03   $  0.03    $    0.06  $    0.06
                                   =======   =======    =========  =========

Weighted Average Number of Shares
  Basic                            173,327   172,723      173,122    172,659
                                   =======   =======    =========  =========

  Diluted                          180,895   172,723      179,792    172,659
                                   =======   =======    =========  =========


                                  HASBRO, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS



  (Thousands of Dollars)

                                                    June 29,         June 30,
                                                      2003            2002
                                                   ---------       ---------
                   Assets

  Cash and Cash Equivalents                       $  172,577      $   57,057
  Accounts Receivable, Net                           485,108         479,443
  Inventories                                        273,803         279,873
  Other Current Assets                               234,917         290,919
                                                   ---------       ---------
  Total Current Assets                             1,166,405       1,107,292
  Property, Plant and Equipment, Net                 211,960         228,588
  Other Assets                                     1,525,862       1,548,897
                                                   ---------       ---------
  Total Assets                                    $2,904,227      $2,884,777
                                                   =========       =========

        Liabilities and Shareholders' Equity

  Short-term Borrowings                           $   16,815      $   17,066
  Current Installments of Long-Term Debt               1,201         277,928
  Payables and Accrued Liabilities                   577,775         553,208
                                                   ---------       ---------
  Total Current Liabilities                          595,791         848,202
  Long-term Debt                                     861,280         846,361
  Deferred Liabilities                               137,294          98,185
                                                   ---------       ---------
  Total Liabilities                                1,594,365       1,792,748
  Total Shareholders' Equity                       1,309,862       1,092,029
                                                   ---------       ---------
  Total Liabilities and Shareholders' Equity      $2,904,227      $2,884,777
                                                   =========       =========



                                  HASBRO, INC.

                          SUPPLEMENTAL FINANCIAL DATA


                                Quarter Ended             Six Months Ended
                         -------------------------   -------------------------
                         June 29,  June 30,   %      June 29,  June 30,    %
                           2003      2002   Change     2003      2002    Change
(Thousands of Dollars)  --------  --------  ------    -------  -------   -----
U.S. Toys
- ---------
 External Revenues     $ 208,419   199,635     4%   $ 361,863  400,495   (10)%
 Operating Profit         12,946    14,556   (11)%     18,272   40,796   (55)%

Games
- -----
 External Revenues       148,613   152,039    (2)%    260,823  244,888      7%
 Operating Profit         25,363    22,444    13%      43,372   19,943    117%

International
- -------------
 External Revenues       203,849   174,260    17%     379,232  310,405     22%
 Operating Profit         (4,793)  (17,298)   72%     (10,768) (46,388)    77%


RECONCILIATION OF EBITDA

Net Earnings(Loss)      $ 11,417  $(25,888)          $ 12,606 (288,678)
Cumulative Effect of
  Accounting Change, Net
  of Tax                     -         -                  -   (245,732)
                         -------   -------           --------  --------
Earnings (Loss) before
 Cumulative Effect of
 Accounting Change       11,417    (25,888)            12,606  (42,946)
Interest Expense         11,974     18,317             26,996   37,859
Income Taxes              4,223     (9,095)             4,663  (15,089)
Depreciation             20,797     23,308             35,366   40,258
Amortization             18,410     22,766             34,588   44,215
                         ------    -------           --------  --------
EBITDA                 $ 66,821    $29,408          $ 114,219  $64,297
                        =======    =======           ========  ========