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):      February 7, 2002
                                                 -------------------------



                              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                   02862
- ------------------------------------------             -------------------
 (Address of Principal Executive Offices)                  (Zip Code)



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




Item 5.    Other Events and Regulation FD Disclosure

           The February 7, 2002 Press Release of the Registrant attached
           hereto as EXHIBIT 99 is incorporated herein by reference.

Item 7(c)  Exhibits

           99  Press Release, dated February 7, 2002, of Hasbro, Inc.


                                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: February 7, 2002                    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 February 7, 2002


                                 Exhibit Index

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

99           Press Release dated February 7, 2002



                                                                   EXHIBIT 99





For Immediate      Contact:
Release

February 7, 2002   Karen A. Warren (Investor Relations)   401-727-5401
                   Wayne S. Charness (News Media)         401-727-5983



          HASBRO REPORTS FULL-YEAR AND FOURTH QUARTER 2001 EARNINGS

                     RETURNS TO FULL YEAR PROFITABILITY

      Pawtucket,  RI  (February  7, 2002) -- Hasbro,  Inc.  (NYSE:HAS)  today
announced  net  earnings for the year of $72.1 million or $0.42  per  diluted
share,  excluding  an  $11.3  million or $0.07  per  diluted  share  loss  in
Argentina related to the deteriorating business environment and the impact of
the  peso  devaluation.  These results also exclude a $1.1 million cumulative
effect  of  an  accounting  change  that  was  implemented  under  FASB  133.
Excluding  these items, the results are in line with consensus estimates  for
the  year.  On a reported basis, net earnings for the year were $59.7 million
or  $0.35 per diluted share.  In the comparable period last year the  company
reported  a  net  loss  of $144.6 million or $0.82 per diluted  share;  these
results  included $146.1 million of pre-tax charges related to  Consolidation
Programs,  and a pre-tax charge of $44 million associated with  the  sale  of
Hasbro Interactive and Games.com.

     For  the year, net revenues worldwide were $2.9 billion compared to $3.8
billion in 2000.   Reductions in revenue from POKEMON, Furby and the sale  of
Hasbro  Interactive  were $1.1 billion for the year.  Excluding  these  three
product  lines,  revenue increased $127 million or 5% for  the  year.   Total
fourth  quarter net revenues were $988.7 million compared to $1.2  billion  a
year  ago.  Reductions in revenue from POKEMON, Furby and the sale of  Hasbro
Interactive were $215 million.  Excluding these three product lines,  revenue
increased $41.3 million or 5% for the quarter.

     "2001  was  a  year  of  significant  accomplishments  for  Hasbro.   We
delivered on our commitment to return to profitability this year, in spite of
a  very  challenging  economic and retail environment,  particularly  in  the
fourth  quarter,"  said  Alan  G. Hassenfeld, Chairman  and  Chief  Executive
Officer.

       "As  we  previously  stated, we became a smaller but  more  profitable
company  in 2001, as we continued to reduce our dependency on major licensing
products.  In addition, we delivered a strong portfolio of products in Hasbro
owned  and  controlled brands during the second half of the year," Hassenfeld
continued.

     Reported  net  earnings  for the fourth quarter were  $52.5  million  or
$0.30  per  diluted  share,  including  the  impact  of  Argentina.   In  the
comparable period last year the company reported a net loss of $180.1 million
or  $1.05 per diluted share. The 2000 results include $146.1 million of  pre-
tax  charges  related to Consolidation Programs and the write-down  of  $44.0
million associated with the sale of Hasbro Interactive and Games.com.

     In the fourth quarter the Company completed the sale of  $250 million in
original principal amount of 2.75% Convertible Senior Debentures due in 2021.
The Company used the proceeds to purchase $225 million in principal amount of
7.95% Notes due in March 2003, with the remaining proceeds used to reduce
debt with longer maturities.

     As part of the company's focus on cash, Hasbro has managed inventories
and receivables at a lower level and reduced capital expenditures.  The
Company ended the year with debt net of cash down by $300 million.

     For  the  year,  the  U.S.  Toys  segment  increased  revenues  and  was
profitable,  compared  to  a substantial loss last year.  The  Games  segment
continued to be profitable, although revenue declined due to POKEMON  trading
card  games,  the  sale  of  Hasbro Interactive  and  weakness  in  lifestyle
electronic  products. International segment revenue declined year over  year,
resulting  in lower operating profit versus the comparable period last  year.
Excluding  POKEMON,  FURBY  and  Hasbro  Interactive,  International  revenue
increased approximately 5%.

     Full year Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA)  was $435 million, compared to $325 million before any  charges  and
$267.9 million after charges in 2000.

     "As part of our program to improve long-term profitability and lower our
break-even,  we  reduced  expenses  in continuing  businesses  in  sales  and
marketing;   research  and  development;  and  administrative  functions   by
approximately $100 million.  This is in addition to the reductions associated
with the sale of Hasbro Interactive and exceeded the target we set at the end
of 2000," said Alfred J. Verrecchia, President and Chief Operating Officer.

     "We  are  confident that we are making the right moves  to  make  Hasbro
leaner and more consistently profitable for our shareholders.  We are pleased
with  achieving  full  year profitability in a difficult retail  environment.
Going forward, we continue to believe we can grow the business three to  five
percent  per  annum and we expect operating margins to return  to  historical
levels of 10-11% by 2003 and would anticipate doing better in the long  term.
However, we continue to be concerned with the retail and economic environment
in the first half of the year," Verrecchia concluded.

     The company will webcast its fourth 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 "Corporate Info" from the home  page,  then
click on "Investors", and 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.


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 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, 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 less restructuring, 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.


                                     ###


                                  HASBRO, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS



  (Thousands of Dollars)

                                                    Dec.  30,        Dec. 31,
                                                      2001            2000
                                                   ---------       ---------
                   Assets

  Cash and Cash Equivalents                       $  233,095      $  127,115
  Accounts Receivable, Net                           572,499         685,975
  Inventories                                        217,479         335,493
  Other                                              345,545         431,630
                                                   ---------       ---------
  Total Current Assets                             1,368,618       1,580,213
  Property, Plant and Equipment, Net                 235,360         296,729
  Other Assets                                     1,765,001       1,951,517
                                                   ---------       ---------
  Total Assets                                    $3,368,979      $3,828,459
                                                   =========       =========

        Liabilities and Shareholders' Equity

  Short-term Borrowings                           $   34,024      $  226,292
  Current Installments of Long-term Debt               2,304           1,793
  Payables and Accrued Liabilities                   722,263       1,011,727
                                                   ---------       ---------
  Total Current Liabilities                          758,591       1,239,812
  Long-term Debt                                   1,165,649       1,167,838
  Deferred Liabilities                                91,875          93,403
                                                   ---------       ---------
  Total Liabilities                                2,016,115       2,501,053
  Total Shareholders' Equity                       1,352,864       1,327,406
                                                   ---------       ---------
  Total Liabilities and Shareholders' Equity      $3,368,979      $3,828,459
                                                   =========       =========


                                  HASBRO, INC.

                       CONSOLIDATED STATEMENTS OF OPERATIONS



(Thousands of Dollars and Shares Except Per Share Data)

                                   Quarter Ended             Year Ended
                                 ------------------    ---------------------
                                  Dec. 30,  Dec 31,      Dec 30,    Dec. 31,
                                   2001      2000         2001       2000
                                 --------  ---------   ----------  ---------
Net Revenues                    $ 988,729  1,162,744   $2,856,339  3,787,215
Cost of Sales                     427,515    616,094    1,223,483  1,673,973
                                 --------  ---------   ----------  ---------
Gross Profit                      561,214    546,650    1,632,856  2,113,242
Amortization                       33,608     59,118      121,652    157,763
Royalties, Research and
 Development                      111,573    209,265      335,358    635,366
Advertising                       101,496    171,256      290,829    452,978
Selling, Distribution and
 Administration                   194,628    237,043      675,482    863,496
Restructuring Charge               (1,795)    63,951       (1,795)    63,951
Loss on Sale of Business Units        -       43,965          -       43,965
                                 --------  ---------   ----------  ---------
Operating Profit (Loss)           121,704   (237,948)     211,330   (104,277)
Interest Expense                   26,361     34,215      103,688    114,421
Other (Income) Expense, Net        11,369      5,213       11,443      7,288
                                 --------  ---------   ----------  ---------
Earnings (Loss) Before Income
 Taxes and Cumulative Effect of
 Accounting Change                 83,974   (277,376)      96,199   (225,986)
Income Taxes                       31,489    (97,286)      35,401    (81,355)
                                 --------  ---------   ----------  ---------
Earnings (Loss) Before
 Cumulative Effect of
 Accounting Change                 52,485   (180,090)      60,798   (144,631)
Cumulative Effect of Accounting
 Change                               -         -          (1,066)       -
                                 --------  ---------   ----------  ---------
Net Earnings (Loss)              $ 52,485  $(180,090)  $   59,732  $(144,631)
                                 ========  =========   ==========  =========

Per Common Share
  Earnings (Loss) Before Cumulative
   Effect of Accounting Change
    Basic                        $   0.30  $   (1.05)  $     0.35  $   (0.82)
                                 ========  =========   ==========  =========
    Diluted                      $   0.30  $   (1.05)  $     0.35  $   (0.82)
                                 ========  =========   ==========  =========
  Net Earnings (Loss)
    Basic                        $   0.30  $   (1.05)  $     0.35  $   (0.82)
                                 ========  =========   ==========  =========
    Diluted                      $   0.30  $   (1.05)  $     0.35  $   (0.82)
                                 ========  =========   ==========  =========

  Cash Dividends Declared        $   0.03  $    0.03   $     0.12  $    0.21
                                 ========  =========   ==========  =========

Weighted Average Number of shares
  Basic                           172,428    171,820      172,131    176,437
                                 ========  =========   ==========  =========
  Diluted                         174,123    171,820      173,018    176,437
                                 ========  =========   ==========  =========