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 22, 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 July 22, 2002 Press Release of the Registrant attached
           hereto as EXHIBIT 99 is incorporated herein by reference.

Item 7(c)  Exhibits

           99  Press Release, dated July 22, 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 thereunto duly authorized.

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


Date: July 22, 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 July 22, 2002


                                 Exhibit Index

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

99           Press Release, dated July 22, 2002, of Hasbro, Inc.



                                                            EXHIBIT 99





For Immediate Release     Contact:Karen A. Warren (Investor Relations)
July 22, 2002                     401-727-5401
                                  Wayne S. Charness (News Media)
                                  401-727-5983


                 HASBRO REPORTS SECOND QUARTER RESULTS


     Pawtucket, RI  (July 22, 2002) - Hasbro, Inc. (NYSE: HAS) today
reported results for its second quarter ended June 30, 2002.
Worldwide net revenues were $546.0 million, up 7% from $511.0 million
a year ago.  Operating profits were $14.0 million, compared to a loss
of $41 thousand last year.  The net loss for the quarter was $25.9
million, compared to a loss of $18.3 million last year, and the loss
per diluted share was $0.15, compared to a loss of $0.11 per diluted
share in 2001.  The results include a non-cash, after- tax charge of
$28.6 million or $0.17 per diluted share related to a decline in the
value of the Company's investment in Infogrames Entertainment SA.  The
Company also recorded a non-cash charge as a cumulative effect of a
change in accounting principle related to the adoption of FAS 142
"Goodwill and Other Intangibles," as detailed later in the release.
The Company reported second quarter Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA) of $60.1 million, compared to
$51.3 million in 2001.

     For  the  first half, worldwide net revenues were $998.3 million,
compared to $974.3 million a year ago.  Net loss and loss per  diluted
share, before a change in accounting principle, in the first half  was
$42.9  million and $0.25, respectively, compared to a loss,  before  a
change in accounting principle, of $42.3 million and $0.25 last  year.
First  half  EBITDA was $92.1 million, compared to $85.8 million  last
year.

     "We  are  particularly gratified to see the  strong  increase  in
revenue and the improvement in operating profit this quarter.   Hasbro
enters  the  second half of the year well positioned and on  track  to
achieve  our  financial goals for the year," said Alan G.  Hassenfeld,
Chairman and Chief Executive Officer.

     "Quarterly revenue growth was driven in part by an 18% year-over-
year  increase  in  the  Company's U.S. Toys segment,  led  by  strong
product  lines including TRANSFORMERS, G.I. JOE, STAR WARS, PLAYSKOOL,
NERF and ZOIDS," continued Hassenfeld.

     "We are enthusiastic about the second half of the year because we
have  some  great new products, augmenting what we believe  to  be  an
already  strong  product line.  We will be supporting  the  line  with
promotional  programs throughout the fall and holiday  season.   Going
forward, we continue to be focused on growing and leveraging our  core
brands,  which  are  our most important asset  in  terms  of  building
shareholder  value,  as  well  as  our  continued  focus  on   expense
reductions and our balance sheet," concluded Hassenfeld.

     In  the U.S. Toys segment, revenues increased in the quarter  and
the  segment  was  profitable compared to a loss in  the  prior  year.
International segment revenue for the quarter also increased  and  the
segment  pre-tax  loss  improved year over year.   The  Games  segment
revenue  declined  for the quarter, primarily due to  a  reduction  in
licensed  trading  card games, offsetting an increase  in  board  game
shipments.  Retail sales data from our top five accounts indicate that
the  traditional board games business is continuing to  perform  well.
In  addition,  the  Games  segment was  profitable  for  the  quarter,
although  not  quite  as profitable as in the comparable  period  last
year.

     "We  are  pleased  with the progress we have made  this  year  in
implementing  key  strategic  initiatives  as  we  further  align  our
businesses  and run them more efficiently," said Alfred J. Verrecchia,
President  and Chief Operating Officer.  "Our strategy of focusing  on
cost  reductions,  cash  management and growing  our  core  brands  is
generating results, laying the foundation for our continued success."

     As  mentioned previously in the release, the Company had  a  non-
cash  charge  in  the  second  quarter related  to  an  investment  in
Infogrames  Entertainment SA, which was acquired as a  result  of  the
sale  of Hasbro Interactive and Games.com.  The net proceeds from  the
sale   included   approximately  2.9  million  shares  of   Infogrames
Entertainment  SA  common stock.  Based on the decline  in  Infogrames
Entertainment SA stock, the Company has written down the investment by
$28.6 million after-tax.

     "When  we  sold Hasbro Interactive and Games.com we eliminated  a
business  that  incurred  significant  operating  losses  for  Hasbro.
Although  we  are  disappointed  in the  stock  price  performance  of
Infogrames Entertainment SA, we believe they are a good strategic long-
term partner that will bring value to our brands in the digital world.
In  addition, they are providing a guaranteed royalty income stream to
Hasbro over the next 14 years," concluded Verrecchia.

     The  Company recorded a $245.7 million, net of tax or  $1.42  per
diluted  share non-cash charge as a cumulative effect of a  change  in
accounting principle related to the adoption of FAS 142 "Goodwill  and
Other  Intangibles."   FAS 142 requires that goodwill  and  intangible
assets  with indefinite lives be tested for impairment annually rather
than  amortized over time.  The impaired goodwill is entirely  related
to  the U.S. Toys Segment.  This charge is being made retroactively to
the  beginning  of  the  year and will impact year  to  date  results.
Amortization  of goodwill and intangible assets with indefinite  lives
in  the  second  quarter  of  2001 amounted  to  $12.7  million.   The
elimination of this amortization and its related tax effect would have
resulted in a net loss of $10.4 million in the second quarter of 2001.

     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  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; 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.

EBITDA   (earnings   before   interest,   taxes,   depreciation    and
amortization)   represents   operating   profit   (loss)    excluding,
restructuring,  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 filings with the Securities and Exchange Commission.


                                    # # #
                              (Tables Attached)




                                  HASBRO, INC.

                       CONSOLIDATED STATEMENTS OF OPERATIONS



(Thousands of Dollars and Shares Except Per Share Data)

                                    Quarter Ended         Six Months Ended
                                  ------------------    --------------------
                                  June 30,   July 1,     June 30,    July 1,
                                    2002      2001         2002       2001
                                  --------  --------    ---------  ---------
Net Revenues                     $ 545,990   510,971    $ 998,257    974,257
Cost of Sales                      196,165   204,008      362,579    393,813
                                  --------   -------    ---------  ---------
Gross Profit                       349,825   306,963      635,678    580,444
Amortization                        22,766    28,862       44,215     58,283
Royalties                           65,712    39,961      117,168     66,399
Research and Product Development    36,770    29,907       69,983     60,204
Advertising                         58,507    51,065      105,396     98,678
Selling, Distribution and
 Administration                    152,069   157,209      291,260    311,028
                                  --------   -------    ---------  ---------
Operating Profit (Loss)             14,001       (41)       7,656    (14,148)
Interest Expense                    18,317    25,321       37,859     51,211
Other (Income) Expense, Net         30,667     1,595       27,832     (3,170)
                                  --------   -------    ---------  ---------
Earnings (Loss) Before Income
 Taxes and Cumulative Effect of
 Accounting Change, Net of Tax     (34,983)  (26,957)     (58,035)   (62,189)
Income Taxes                        (9,095)   (8,626)     (15,089)   (19,900)
                                  --------   -------    ---------  ---------
Earnings (Loss) before
 Cumulative Effect of
 Accounting Change                 (25,888)  (18,331)     (42,946)   (42,289)
Cumulative Effect of Accounting
 Change                                -         -       (245,732)    (1,066)
                                  --------   -------    ---------  ---------
Net Earnings (Loss)               $(25,888) $(18,331)   $(288,678) $ (43,355)
                                  ========   =======    =========  =========

Per Common Share
  Earnings (Loss) before Cumulative
   Effect of Accounting Change
    Basic and Diluted             $   (.15)  $  (.11)   $    (.25) $    (.25)
                                  ========   =======    =========  =========
  Cumulative Effect of Accounting
    Change, Net of Tax
    Basic and Diluted             $      -   $     -    $   (1.42) $    (.01)
                                  ========   =======    =========  =========
  Net Earnings (Loss)
    Basic and Diluted             $   (.15)  $  (.11)   $   (1.67) $    (.25)
                                   =======   =======    =========  =========

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

Weighted Average Number of Shares
  Basic and Diluted                172,723   172,023      172,659    171,978
                                   =======   =======    =========  =========

                                  HASBRO, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS



  (Thousands of Dollars)

                                                    June 30,         July 1,
                                                      2002            2001
                                                   ---------       ---------
                   Assets

  Cash and Cash Equivalents                       $   57,057      $   56,819
  Accounts Receivable, Net                           479,443         399,402
  Inventories                                        279,873         336,638
  Other Current Assets                               290,919         385,422
                                                   ---------       ---------
  Total Current Assets                             1,107,292       1,178,281
  Property, Plant and Equipment, Net                 228,588         268,054
  Other Assets                                     1,548,897       1,887,454
                                                   ---------       ---------
  Total Assets                                    $2,884,777      $3,333,789
                                                   =========       =========

        Liabilities and Shareholders' Equity

  Short-term Borrowings                           $   17,066      $  173,253
  Current Installments of Long-Term Debt             277,928           1,729
  Payables and Accrued Liabilities                   553,208         616,841
                                                   ---------       ---------
  Total Current Liabilities                          848,202         791,823
  Long-term Debt                                     846,361       1,167,035
  Deferred Liabilities                                98,185         117,000
                                                   ---------       ---------
  Total Liabilities                                1,792,748       2,075,858
  Total Shareholders' Equity                       1,092,029       1,257,931
                                                   ---------       ---------
  Total Liabilities and Shareholders' Equity      $2,884,777      $3,333,789
                                                   =========       =========