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 14, 1998
  
  
  
                                HASBRO, INC. 
           (Exact name of registrant as specified in its charter) 
  
  
  
     Rhode Island                   1-6682                   05-0155090 
 (State of Incorporation)   (Commission file number)      (I.R.S. Employer 
                                                          Identification No.) 
  
  
     1027 Newport Avenue, Pawtucket, Rhode Island               02861 
       (Address or principal executive office)               (Zip Code) 
  
  
  
                               (401) 431-8697 
             (Registrant's telephone number including area code)

 Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits 
  
      (c)  Exhibits. 
  
           1.1  Underwriting Agreement, dated July 14, 1998, by and among
                the Registrant and Bear, Stearns & Co. Inc. and Merrill
                Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
                Incorporated. 
  
           1.2  Terms Agreement, dated July 14, 1998, by and among the
                Registrant and Bear, Stearns & Co. Inc. and Merrill Lynch &
                Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated. 
  
           4.1  Indenture, dated July 17, 1998, by and between the
                Registrant and Citibank, N.A., as trustee. 
  
           4.2  Form of Note (Global). 
  
           4.3  Form of Debenture (Global). 
  
           5    Opinion of Phillip H. Waldoks, Esq., Senior Vice President  
                Corporate Legal Affairs and Secretary of the Registrant, as
                to the legality of the securities being registered. 
  
           23   Consent of Phillip H. Waldoks, Esq., Senior Vice President  
                Corporate Legal Affairs and Secretary of the Registrant
                (included with Exhibit 5). 
  
  

  
           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. 
  
  
 Dated: July 23, 1998               By:  /s/ Phillip H. Waldoks              
                                        ---------------------------------
                                        Name: Phillip H. Waldoks 
                                        Title: Senior Vice President-Corporate 
                                               Legal Affairs and Secretary
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2850}]
{"company-data": {"conformed-name": "HASBRO INC", "cik": "0000046080", "assigned-sic": "3944", "irs-number": "050155090", "state-of-incorporation": "RI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06682", "film-number": "98670582"}, "business-address": {"street1": "1027 NEWPORT AVE", "street2": "P O BOX 1059", "city": "PAWTUCKET", "state": "RI", "zip": "02861", "phone": "4014318697"}, "former-company": [{"former-conformed-name": "HASBRO BRADLEY INC", "date-changed": "19850814"}, {"former-conformed-name": "HASBRO INDUSTRIES INC", "date-changed": "19840917"}, {"former-conformed-name": "HASSENFELD BROTHERS INC", "date-changed": "19720615"}]}
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 14, 1998
  
  
  
                                HASBRO, INC. 
           (Exact name of registrant as specified in its charter) 
  
  
  
     Rhode Island                   1-6682                   05-0155090 
 (State of Incorporation)   (Commission file number)      (I.R.S. Employer 
                                                          Identification No.) 
  
  
     1027 Newport Avenue, Pawtucket, Rhode Island               02861 
       (Address or principal executive office)               (Zip Code) 
  
  
  
                               (401) 431-8697 
             (Registrant's telephone number including area code)

 Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits 
  
      (c)  Exhibits. 
  
           1.1  Underwriting Agreement, dated July 14, 1998, by and among
                the Registrant and Bear, Stearns & Co. Inc. and Merrill
                Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
                Incorporated. 
  
           1.2  Terms Agreement, dated July 14, 1998, by and among the
                Registrant and Bear, Stearns & Co. Inc. and Merrill Lynch &
                Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated. 
  
           4.1  Indenture, dated July 17, 1998, by and between the
                Registrant and Citibank, N.A., as trustee. 
  
           4.2  Form of Note (Global). 
  
           4.3  Form of Debenture (Global). 
  
           5    Opinion of Phillip H. Waldoks, Esq., Senior Vice President  
                Corporate Legal Affairs and Secretary of the Registrant, as
                to the legality of the securities being registered. 
  
           23   Consent of Phillip H. Waldoks, Esq., Senior Vice President  
                Corporate Legal Affairs and Secretary of the Registrant
                (included with Exhibit 5). 
  
  

  
           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. 
  
  
 Dated: July 23, 1998               By:  /s/ Phillip H. Waldoks              
                                        ---------------------------------
                                        Name: Phillip H. Waldoks 
                                        Title: Senior Vice President-Corporate 
                                               Legal Affairs and Secretary