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 25, 2001
                                                 -------------------------



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



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



1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND                   02861
- ------------------------------------------             -------------------
 (Address of Principal Executive Offices)                  (Zip Code)



                             (401) 431-8697
                     -------------------------------
                     (Registrant's Telephone Number)





Item 5.    Other Events and Regulation FD Disclosure

The Registrant issued a press release on July 23, 2001, reporting its
results for the second quarter.  After it issued the release, the
Registrant determined that it had paid approximately $17.6 million of
accounts payable before July 1, 2001 that was not reflected in the
consolidated condensed balance sheet that accompanied the press release.
As a result, each of the "Cash and Cash Equivalents" and "Payables and
Accrued Liabilities" line items, as they appeared in the balance sheet
attached to the July 23, 2001 press release, were overstated by $17.6
million.  These items have now been reclassified.  This reclassification
does not affect the operating results or working capital balances of the
Registrant for the quarter ended July 1, 2001.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the
text of the press release, as it was issued on July 23, 2001, and the
accompanying financial statements, which have been corrected as described
above.  For purposes of the press release, a definition of EBITDA is
provided in Exhibit 99.2 and incorporated herein by reference.

The discussion included in the attached press release contains forward-
looking statements based on the current expectations of the Registrant's
management. Such statements are subject to risks and uncertainties that
could cause actual results to differ from those projected.  See "Factors
Affecting Future Results and Definition of EBITDA" attached hereto as
Exhibit 99.2 and incorporated herein by reference. Readers are cautioned
not to place undue reliance on such forward-looking statements.

Item 7(c). Exhibits

          99.1  Press Release, dated July 23, 2001, of Hasbro, Inc.

          99.2  Factors Affecting Future Results and Definition of EBITDA


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 25, 2001                       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 25, 2001


                                 Exhibit Index

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

99.1         Press Release, dated July 23, 2001, of Hasbro, Inc.

99.2         Factors Affecting Future Results and Definition of EBITDA









                                                               EXHIBIT 99.1

For Immediate Release      Contact:

July 23, 2001             Karen A. Warren  (Investor Relations)  401-727-5401
                          Wayne S. Charness (News Media)         401-727-5983


               HASBRO REPORTS SECOND QUARTER RESULTS

      OUTLOOK FOR FULL-YEAR ON TRACK TO RETURN TO PROFITABILITY


Pawtucket, RI  (July 23, 2001) - Hasbro, Inc. (NYSE:HAS) today reported
second quarter results.  Worldwide net revenues were $511.0 million compared
to $778.4 million a year ago.  The net loss for the quarter was $18.3
million, compared to earnings of $6.5 million in 2000, and the diluted loss
per share was $0.11, compared to earnings of $0.04 in 2000.  The Company also
reported second quarter Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) of $51.3 million, compared to $95.2 million in the
second quarter of 2000.

     For the first half, worldwide net revenues were $974.3 million compared
to $1.55 billion a year ago.  Net loss and diluted loss per share in the
first half were $43.4 million and $0.25, respectively, compared to earnings
of $21.6 million and $0.12 last year.  First-half EBITDA was $85.8 million
compared to $190.6 million last year.

     "These results are in line with our expectations and we continue to
believe we are on track to deliver on our profitability goal for this year.
As we have stated previously, we knew that comparisons to the first half of
2000 would be very difficult.  The decline in revenue for the quarter and
year to date can be attributed to POKEMON, FURBY and the sale of Hasbro
Interactive," said Alan G. Hassenfeld, Chairman and Chief Executive Officer.

     "As we enter the second half, we have a strong portfolio of diversified
products, with a great mix of Hasbro owned core brands and licenses.  We are
excited about our kid directed line in G.I. JOE - - DOUBLE DUTY; several new
products from TONKA including DUSTY MY TALKING TOOL BENCH; B.I.O. BUGS from
Wow Wee; MAGIC SCREEN LEARNING DESK from Playskool;  TRANSFORMERS; several
new games including WHEELS ON THE BUS and from Wizards of the Coast, MAGIC:
THE GATHERING and HARRY POTTER trading card games.  We are also pleased with
both JURASSIC PARK III and BOB THE BUILDER which have had strong initial
sales and we look forward to MONSTERS, INC, the first movie in which we will
have a full product line as part of our new Disney alliance," Hassenfeld
concluded.

                                    - more -

Page Two

     The U.S. Toy segment increased revenue marginally for the quarter and
achieved break-even on a pre-tax basis, compared to a substantial loss last
year.  The Games segment continued to be profitable, although revenue and
pre-tax earnings declined due to POKEMON trading card games and the sale of
Hasbro Interactive.  International segment revenue declined year over year,
primarily due to POKEMON and FURBY.  This decline in International segment
revenue resulted in a greater pre-tax loss for the International segment in
the second quarter than last year.

     "We've accomplished a lot in the first half.  The results demonstrate
that our focus on reducing expenses is working, with substantial reductions
in all operating expense categories," said Alfred J. Verrecchia, President
and Chief Operating Officer.

     "These cost savings were primarily attributable to our ongoing cost
reduction program and the sale of Hasbro Interactive and Games.com. In
addition, we maintained our focus on managing the balance sheet as we
continued to reduce inventory levels and short-term debt. In fact, short-term
debt declined $188.4 million from a year ago.  We are on track and management
is focussed on our most important objective of returning as quickly as
possible to the profitability levels we have had historically," Verrecchia
concluded.

     The company will webcast its second quarter earnings conference call at
9:00 a.m. Eastern time today. Investors and the media are invited to listen
at http://www.hasbro.com (select "Investors & Media" from the home page, then
click on the webcast icon).

     Hasbro is a worldwide leader in children's and family leisure time
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, 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.



                                     # # #
                               (Tables Attached)



                                  HASBRO, INC.

                       CONSOLIDATED STATEMENTS OF OPERATIONS



(Thousands of Dollars and Shares Except Per Share Data)

                                    Quarter Ended         Six Months Ended
                                  ------------------    --------------------
                                   July 1,   July 2,      July 1,    July 2,
                                    2001      2000         2001       2000
                                  --------  --------    ---------  ---------
Net Revenues                     $ 510,971   778,373    $ 974,257  1,551,854
Cost of Sales                      204,008   298,043      393,813    598,344
                                  --------   -------    ---------  ---------
Gross Profit                       306,963   480,330      580,444    953,510
Amortization                        28,862    31,928       58,283     64,784
Royalties, Research and
 Development                        69,868   135,150      126,603    261,189
Advertising                         51,065    77,732       98,678    147,091
Selling, Distribution and
 Administration                    157,209   198,974      311,028    403,710
                                  --------   -------    ---------  ---------
Operating Profit (Loss)                (41)   36,546      (14,148)    76,736
Interest Expense                    25,321    28,198       51,211     49,641
Other (Income) Expense, Net          1,595    (1,073)      (3,170)    (4,249)
                                  --------   -------    ---------  ---------
Earnings (Loss) Before Income
 Taxes and Cumulative Effect of
 Accounting Change                 (26,957)    9,421      (62,189)    31,344
Income Taxes                        (8,626)    2,921      (19,900)     9,717
                                  --------   -------    ---------  ---------
Earnings (Loss) before
 Cumulative Effect of
 Accounting Change                 (18,331)    6,500      (42,289)    21,627
Cumulative Effect of Accounting
 Change                                -         -         (1,066)       -
                                  --------   -------    ---------  ---------
Net Earnings (Loss)               $(18,331)  $ 6,500    $ (43,355) $  21,627
                                  ========   =======    =========  =========

Per Common Share
  Earnings (Loss) before Cumulative
   Effect of Accounting Change
    Basic and Diluted             $   (.11)  $   .04    $    (.25) $     .12
                                  ========   =======    =========  =========
  Net Earnings (Loss) per Share
    Basic and Diluted             $   (.11)  $   .04    $    (.25) $     .12
                                   =======   =======    =========  =========

  Cash Dividends Declared         $    .03   $   .06    $     .06  $     .12
                                   =======   =======    =========  =========

Weighted Average Number of shares
  Basic                            172,023   171,621      171,978    180,925
                                   =======   =======    =========  =========
  Diluted                          172,023   172,739      171,978    181,872
                                   =======   =======    =========  ========


                                  HASBRO, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS



  (Thousands of Dollars)

                                                     July 1,         July 2,
                                                      2001            2000
                                                   ---------       ---------
                   Assets

  Cash and Cash Equivalents                       $   56,819      $  188,545
  Accounts Receivable, Net                           399,402         573,869
  Inventories                                        336,638         508,160
  Other Current Assets                               385,422         456,279
                                                   ---------       ---------
  Total Current Assets                             1,178,281       1,726,853
  Property, Plant and Equipment, Net                 268,054         320,176
  Other Assets                                     1,887,454       1,968,187
                                                   ---------       ---------
  Total Assets                                    $3,333,789      $4,015,216
                                                   =========       =========

        Liabilities and Shareholders' Equity

  Short-term Borrowings                           $  174,982      $  363,375
  Payables and Accrued Liabilities                   616,841         881,204
                                                   ---------       ---------
  Total Current Liabilities                          791,823       1,244,579
  Long-term Debt                                   1,167,035       1,168,959
  Deferred Liabilities                               117,000          99,857
                                                   ---------       ---------
  Total Liabilities                                2,075,858       2,513,395
  Total Shareholders' Equity                       1,257,931       1,501,821
                                                   ---------       ---------
  Total Liabilities and Shareholders' Equity      $3,333,789      $4,015,216
                                                   =========       =========





                                                     EXHIBIT 99.2


    Factors Affecting Future Results and Definition of EBITDA


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 conditions, including higher fuel prices, currency
fluctuations and government regulation and other actions 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; 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, and the risk that anticipated benefits of
acquisitions may not occur or be delayed or reduced in their
realization. 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.

EBITDA (earnings before interest, taxes, depreciation and
amortization) represents operating profit plus depreciation and
all amortization. EBITDA is not adjusted for all noncash expenses
or for working capital, capital expenditures or other investment
requirements and, accordingly, is not necessarily indicative of
amounts that may be available for discretionary uses. Thus, EBITDA
should not be considered in isolation or as a substitute for net
earnings or cash provided by operating activities, each prepared
in accordance with generally accepted accounting principles, when
measuring Hasbro's profitability or liquidity as more fully
discussed in the Company's financial statements and securities
filings.