SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                     ----------------------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                     ----------------------------------


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

          Rhode Island                             05-0155090
-------------------------------        ------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

       1027 Newport Avenue
     Pawtucket, Rhode Island                          02862
-------------------------------        ------------------------------------
     (Address of Principal                          (Zip Code)
      Executive Offices)


                      HASBRO, INC. STOCK OPTION PLAN FOR
                          NON-EMPLOYEE DIRECTORS AND
                 HASBRO, INC. STOCK INCENTIVE PERFORMANCE PLAN
              --------------------------------------------------
                            (Full title of plans)
                    
                             	
                           PHILLIP H. WALDOKS, ESQ.
                Senior Vice President--Corporate Legal Affairs
                                  Hasbro, Inc.
                              32 West 23rd Street
                           New York, New York 10010
              --------------------------------------------------       
                    (Name and address of agent for service)

                                 (212) 645-2400
              --------------------------------------------------
                     Telephone number, including area code
                              of agent for service


                        Calculation of Registration Fee
                        -------------------------------
Title of                                        Proposed        
Securities    Amount        Proposed            maximum aggre-    Amount of
to be         to be         maximum offer-      gate offering     registra-
registered    registered    ing per unit (1)    price  (1)        tion fee
----------    ----------    ----------------    --------------    ---------  
Common        4,450,000     
stock         shares (2)    $33.125             $147,406,250      $50,829.74  

------------------------
(1)  Estimated solely for purposes of determining the registration fee.
(2)  Of this amount, 150,000 shares are to be registered with respect to the 
Hasbro, Inc. Stock Option Plan for Non-Employee Directors and 4,300,000 
shares are to be registered with respect to the Hasbro, Inc. Stock Incentive 
Performance Plan.


                                  PART II

Item 3.  Information Required in the Registration Statement

     The following documents filed with the Securities and Exchange 
Commission (the "Commission") are incorporated in this Registration Statement 
by reference and shall be deemed a part hereof:

          (a)  The Annual Report on Form 10-K for the fiscal year ended
               December 25, 1994 of Hasbro, Inc. (the "Corporation" or 
               the "Registrant");

          (b)  The Corporation's Quarterly Report on Form 10-Q for the
               fiscal quarter ended April 2, 1995;

          (c)  The Corporation's Current Reports on Form 8-K dated
               February 9, 1995 and April 20, 1995;

          (d)  The description of the Corporation's common stock, par
               value $.50 per share (the "Common Stock") which is
               contained in the Corporation's Registration Statement on
               Form 8-A, dated June 25, 1971, as amended by amendments
               thereto on Form 8, dated September 13, 1983, April 2, 1985
               and January 11, 1993;

     All documents subsequently filed by the Corporation pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), prior to the filing of a post-effective amendment which 
indicates that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement and to be a part 
hereof from the date of filing such documents.

Item 4.  Description of Securities

     Not applicable


Item 5.  Interests of Named Experts and Counsel

     Legal matters in connection with the Common Stock to be issued pursuant 
to the Hasbro, Inc. Stock Option Plan For Non-Employee Directors and the 
Hasbro, Inc. Stock Incentive Performance Plan (together, the "Plans") have 
been passed upon by Phillip H. Waldoks, Esq., Senior Vice President--
Corporate Legal Affairs. As of the date of this Registration Statement, Mr. 
Waldoks held options to purchase 58,475 shares of Common Stock under the 
Corporation's employee stock option plans.

Item 6.  Indemnification of Directors and Officers

     The Registrant is incorporated in Rhode Island.  Under Section 7-1.1-4.1 
of the Rhode Island Business Corporation Act, a Rhode Island corporation has 
the power, under specified circumstances, to indemnify its officers, 
directors, employees and agents against judgments, penalties, fines, 
settlements and reasonable expenses, including attorneys' fees, actually 
incurred by them in connection with any proceeding to which such persons were 
made parties by reason of the fact that such persons are or were directors, 
officers, employees or agents, if (a) such persons shall have acted in good 
faith, (b) they reasonably believed that their actions were in the best 
interests of the corporation (if such proceeding involves conduct in an 
official capacity with the corporation), and, (c) in criminal proceedings, 
had no reasonable cause to believe that their conduct was unlawful.  The 
foregoing statement is subject to the detailed provisions of 7-1.1-4.1 of the 
Rhode Island Business Corporation Act.

     Article X of the By-Laws of the Registrant provides that the Registrant 
shall indemnify its directors and officers and certain other persons to the 
full extent permitted by Section 7-1.1-4.1 of the Rhode Island Business 
Corporation Act.

     Section 7-1.1-48 of the Rhode Island Business Corporation Act provides 
that articles of incorporation may contain a provision eliminating or 
limiting the personal liability of a director to the corporation or its 
shareholders for monetary damages for breach of fiduciary duty as a director 
provided that such provision shall not eliminate or limit the liability of a 
director (i) for any breach of the director's duty of loyalty to the 
corporation or its shareholders, (ii) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, (iii) 
under Section 7-1.1-43 (relating to liability for unauthorized acquisitions 
or redemptions of, or dividends or distributions on, capital stock) of the 
Rhode Island Business Corporation Act or (iv) for any transaction from which 
the director derived an improper personal benefit (unless said transaction is 
permitted by Section 7-1.1-37.1 (relating to director conflicts of interest) 
of the Rhode Island Business Corporation Act).  Article Thirteenth of the 
Registrant's Articles of Incorporation contains such a provision.


     Section 7-1.1-4.1(j) of the Rhode Island Business Corporation Act 
empowers a Rhode Island corporation to purchase and maintain insurance on 
behalf of its current and prior directors, officers, employees and agents 
against any liability incurred or asserted against them as a result of their 
official capacities, whether or not the corporation would have the power to 
indemnify such person against the insured liability under the provisions of 
such Section.  The Registrant has a directors and officers liability 
insurance policy.

     The Registrant has entered into an indemnification agreement with each 
of its directors, whereby the Registrant has agreed to indemnify each such 
director for amounts which the director is legally obligated to pay, 
including judgments, settlements or fines (including certain related expenses 
to be advanced by the Registrant), due to any actual or alleged breach of 
duty, neglect, error, misstatement, misleading statement or other act or 
omission by a director in his capacity as a director, excluding claims (a) 
covered by the Registrant's directors and officers liability insurance 
policy, (b) for which the director is otherwise indemnified or reimbursed, 
(c) relating to certain judgments or adjudications under which the director 
is liable for breaches of duty of loyalty, acts or omissions not in good 
faith or involving intentional misconduct or involving knowing violations of 
law, actions or certain transactions from which the director derives an 
improper personal benefit, (d) relating to the director's liability for 
accounting for profits under Section 16 of the Exchange Act, (e) in respect 
of remuneration, if found unlawful, and (f) as to which a final and non-
appealable judgment has determined that payment to the director thereunder is 
unlawful.

Item 7.  Exemption from Registration Claimed

     Not Applicable

Item 8.  Exhibits

     4.0       Specimen Common Stock certificate (Incorporated by
               reference to Exhibit 1.0 to the Corporation's Form 8
               amendment dated January 11, 1993 to the Corporation's Form
               8-A dated June 25, 1971.)

     5.0       Opinion of Phillip H. Waldoks, Esq.

    24.1       Consent of Phillip H. Waldoks, Esq. (included in Exhibit
               5.0).

    24.2       Consent of Independent Auditors. 

Item 9.  Undertakings

     (a)  Rule 415 Offering
          -----------------
     The undersigned Registrant hereby undertakes:


          (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

               (i)    To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement
          (or the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change
          in the information set forth in the Registration Statement;

               (iii)  To include any material information with respect to
          the plan of distribution not previously disclosed in the
          Registration Statement or any material change to such
          information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant 
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that 
are incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein 
and the offerings of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

     (b)  Filings Incorporating Subsequent
          -------------------------------- 
          Exchange Act Documents by Reference
          -----------------------------------

     The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

                                  * * *


     (h)  Request for acceleration of effective date or
          ---------------------------------------------
          filing of registration statement on Form S-8
          -------------------------------------------- 

     Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by 
the Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.


                                SIGNATURES
                                ----------

     The Registrant
     --------------
     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe it meets all 
of the requirements for filing on Form S-8, and has duly caused this 
Registration Statement on Form S-8 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New York, the State of 
New York, on May 17, 1995. 

                                               HASBRO, INC. (Registrant)



                                               By: \s\ Alan G. Hassenfeld
                                                   ----------------------
                                                   Alan G. Hassenfeld
                                                   Chairman of the Board,
                                                   President and Chief
                                                   Executive Officer




                        POWER OF ATTORNEY
                        -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the corporation whose signature 
appears above and each person whose signature appears below hereby 
constitutes and appoints Alan G. Hassenfeld, Harold P. Gordon, John T. 
O'Neill and Phillip H. Waldoks, and each of them, his, her or its attorneys-
in-fact, each with full power of substitution and resubstitution, for him, 
her or it in any and all capacities, to sign any and all amendments to this 
Registration Statement, and to file the same, with all exhibits thereto, and 
other documents in connection therewith, with the Securities and Exchange 
Commission, hereby ratifying and confirming all that said attorneys-in-fact 
or any of them, or any substitute or substitutes, may do or cause to be done 
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.


       Signature                      Capacity                      Date
       ---------                      --------                      ----

\s\ Alan G. Hassenfeld          Chairman of the Board,           May 17, 1995
----------------------------    President, Chief Executive
Alan G. Hassenfeld              Officer and Director 
                                (Principal Executive Officer)

                       
\s\ John T. O'Neil              Executive Vice President and     May 17, 1995
----------------------------    Chief Financial Officer
John T. O'Neill                 (Principal Financial and
                                Accounting Officer)

\s\ Barry J. Alperin
----------------------------            Director                 May 19, 1995
Barry J. Alperin

\s\ Alan R. Batkin
----------------------------            Director                 May 17, 1995
Alan R. Batkin

\s\ George R. Ditomassi, Jr.
----------------------------            Director                 May 18, 1995
George R. Ditomassi, Jr.

\s\ Harold P. Gordon
----------------------------            Director                 May 17, 1995
Harold P. Gordon

\s\ Alex Grass
----------------------------            Director                 May 19, 1995
Alex Grass

\s\ Sylvia K. Hassenfeld
----------------------------            Director                 May 19, 1995
Sylvia K. Hassenfeld		

\s\ Claudine B. Malone
----------------------------            Director                 May 21, 1995
Claudine B. Malone

\s\ Morris W. Offit
----------------------------            Director                 May 23, 1995
Morris W. Offit

\s\ Norma T. Pace
----------------------------            Director                 May 17, 1995
Norma T. Pace

\s\ E. John Rosenwald, Jr.
----------------------------            Director                 May 19, 1995
E. John Rosenwald, Jr.


----------------------------            Director                 May   , 1995
Carl Spielvogel

\s\ Henry Taub
----------------------------            Director                 May 18, 1995
Henry Taub

\s\ Preston Robert Tisch
----------------------------            Director                 May 18, 1995
Preston Robert Tisch

\s\ Alfred J. Verrecchia
----------------------------            Director                 May 18, 1995
Alfred J. Verrecchia


----------------------------            Director                 May   , 1995
Paul Wolfowitz










	EXHIBIT INDEX




Exhibit No.                        Description
-----------                        -----------


   4.0           Specimen Common Stock certificate. (Incorporated by
                 reference to Exhibit 1.0 to the Corporation's Form 8
                 amendment dated January 11, 1993 to the Corporation's
                 Form 8-A dated June 25, 1971.)

   5.0           Opinion of Phillip H. Waldoks, Esq.

  24.1           Consent of Phillip H. Waldoks, Esq. (Included in
                 Exhibit 5.0)

  24.2           Consent of Independent Auditors.
[{"type": "S-8", "sequence": "1", "description": "S-8 DOCUMENT", "secsgml_size_bytes": 19277}]
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                     ----------------------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                     ----------------------------------

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

          Rhode Island                             05-0155090
-------------------------------        ------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

       1027 Newport Avenue
     Pawtucket, Rhode Island                          02862
-------------------------------        ------------------------------------
     (Address of Principal                          (Zip Code)
      Executive Offices)

                      HASBRO, INC. STOCK OPTION PLAN FOR
                          NON-EMPLOYEE DIRECTORS AND
                 HASBRO, INC. STOCK INCENTIVE PERFORMANCE PLAN
              --------------------------------------------------
                            (Full title of plans)
                    
                             	
                           PHILLIP H. WALDOKS, ESQ.
                Senior Vice President--Corporate Legal Affairs
                                  Hasbro, Inc.
                              32 West 23rd Street
                           New York, New York 10010
              --------------------------------------------------       
                    (Name and address of agent for service)

                                 (212) 645-2400
              --------------------------------------------------
                     Telephone number, including area code
                              of agent for service

                        Calculation of Registration Fee
                        -------------------------------
Title of                                        Proposed        
Securities    Amount        Proposed            maximum aggre-    Amount of
to be         to be         maximum offer-      gate offering     registra-
registered    registered    ing per unit (1)    price  (1)        tion fee
----------    ----------    ----------------    --------------    ---------  
Common        4,450,000     
stock         shares (2)    $33.125             $147,406,250      $50,829.74  

------------------------
(1)  Estimated solely for purposes of determining the registration fee.
(2)  Of this amount, 150,000 shares are to be registered with respect to the 
Hasbro, Inc. Stock Option Plan for Non-Employee Directors and 4,300,000 
shares are to be registered with respect to the Hasbro, Inc. Stock Incentive 
Performance Plan.

                                  PART II

Item 3.  Information Required in the Registration Statement

     The following documents filed with the Securities and Exchange 
Commission (the "Commission") are incorporated in this Registration Statement 
by reference and shall be deemed a part hereof:

          (a)  The Annual Report on Form 10-K for the fiscal year ended
               December 25, 1994 of Hasbro, Inc. (the "Corporation" or 
               the "Registrant");

          (b)  The Corporation's Quarterly Report on Form 10-Q for the
               fiscal quarter ended April 2, 1995;

          (c)  The Corporation's Current Reports on Form 8-K dated
               February 9, 1995 and April 20, 1995;

          (d)  The description of the Corporation's common stock, par
               value $.50 per share (the "Common Stock") which is
               contained in the Corporation's Registration Statement on
               Form 8-A, dated June 25, 1971, as amended by amendments
               thereto on Form 8, dated September 13, 1983, April 2, 1985
               and January 11, 1993;

     All documents subsequently filed by the Corporation pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), prior to the filing of a post-effective amendment which 
indicates that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement and to be a part 
hereof from the date of filing such documents.

Item 4.  Description of Securities

     Not applicable

Item 5.  Interests of Named Experts and Counsel

     Legal matters in connection with the Common Stock to be issued pursuant 
to the Hasbro, Inc. Stock Option Plan For Non-Employee Directors and the 
Hasbro, Inc. Stock Incentive Performance Plan (together, the "Plans") have 
been passed upon by Phillip H. Waldoks, Esq., Senior Vice President--
Corporate Legal Affairs. As of the date of this Registration Statement, Mr. 
Waldoks held options to purchase 58,475 shares of Common Stock under the 
Corporation's employee stock option plans.

Item 6.  Indemnification of Directors and Officers

     The Registrant is incorporated in Rhode Island.  Under Section 7-1.1-4.1 
of the Rhode Island Business Corporation Act, a Rhode Island corporation has 
the power, under specified circumstances, to indemnify its officers, 
directors, employees and agents against judgments, penalties, fines, 
settlements and reasonable expenses, including attorneys' fees, actually 
incurred by them in connection with any proceeding to which such persons were 
made parties by reason of the fact that such persons are or were directors, 
officers, employees or agents, if (a) such persons shall have acted in good 
faith, (b) they reasonably believed that their actions were in the best 
interests of the corporation (if such proceeding involves conduct in an 
official capacity with the corporation), and, (c) in criminal proceedings, 
had no reasonable cause to believe that their conduct was unlawful.  The 
foregoing statement is subject to the detailed provisions of 7-1.1-4.1 of the 
Rhode Island Business Corporation Act.

     Article X of the By-Laws of the Registrant provides that the Registrant 
shall indemnify its directors and officers and certain other persons to the 
full extent permitted by Section 7-1.1-4.1 of the Rhode Island Business 
Corporation Act.

     Section 7-1.1-48 of the Rhode Island Business Corporation Act provides 
that articles of incorporation may contain a provision eliminating or 
limiting the personal liability of a director to the corporation or its 
shareholders for monetary damages for breach of fiduciary duty as a director 
provided that such provision shall not eliminate or limit the liability of a 
director (i) for any breach of the director's duty of loyalty to the 
corporation or its shareholders, (ii) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, (iii) 
under Section 7-1.1-43 (relating to liability for unauthorized acquisitions 
or redemptions of, or dividends or distributions on, capital stock) of the 
Rhode Island Business Corporation Act or (iv) for any transaction from which 
the director derived an improper personal benefit (unless said transaction is 
permitted by Section 7-1.1-37.1 (relating to director conflicts of interest) 
of the Rhode Island Business Corporation Act).  Article Thirteenth of the 
Registrant's Articles of Incorporation contains such a provision.

     Section 7-1.1-4.1(j) of the Rhode Island Business Corporation Act 
empowers a Rhode Island corporation to purchase and maintain insurance on 
behalf of its current and prior directors, officers, employees and agents 
against any liability incurred or asserted against them as a result of their 
official capacities, whether or not the corporation would have the power to 
indemnify such person against the insured liability under the provisions of 
such Section.  The Registrant has a directors and officers liability 
insurance policy.

     The Registrant has entered into an indemnification agreement with each 
of its directors, whereby the Registrant has agreed to indemnify each such 
director for amounts which the director is legally obligated to pay, 
including judgments, settlements or fines (including certain related expenses 
to be advanced by the Registrant), due to any actual or alleged breach of 
duty, neglect, error, misstatement, misleading statement or other act or 
omission by a director in his capacity as a director, excluding claims (a) 
covered by the Registrant's directors and officers liability insurance 
policy, (b) for which the director is otherwise indemnified or reimbursed, 
(c) relating to certain judgments or adjudications under which the director 
is liable for breaches of duty of loyalty, acts or omissions not in good 
faith or involving intentional misconduct or involving knowing violations of 
law, actions or certain transactions from which the director derives an 
improper personal benefit, (d) relating to the director's liability for 
accounting for profits under Section 16 of the Exchange Act, (e) in respect 
of remuneration, if found unlawful, and (f) as to which a final and non-
appealable judgment has determined that payment to the director thereunder is 
unlawful.

Item 7.  Exemption from Registration Claimed

     Not Applicable

Item 8.  Exhibits

     4.0       Specimen Common Stock certificate (Incorporated by
               reference to Exhibit 1.0 to the Corporation's Form 8
               amendment dated January 11, 1993 to the Corporation's Form
               8-A dated June 25, 1971.)

     5.0       Opinion of Phillip H. Waldoks, Esq.

    24.1       Consent of Phillip H. Waldoks, Esq. (included in Exhibit
               5.0).

    24.2       Consent of Independent Auditors. 

Item 9.  Undertakings

     (a)  Rule 415 Offering
          -----------------
     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

               (i)    To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement
          (or the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change
          in the information set forth in the Registration Statement;

               (iii)  To include any material information with respect to
          the plan of distribution not previously disclosed in the
          Registration Statement or any material change to such
          information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant 
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that 
are incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein 
and the offerings of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

     (b)  Filings Incorporating Subsequent
          -------------------------------- 
          Exchange Act Documents by Reference
          -----------------------------------

     The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

                                  * * *

     (h)  Request for acceleration of effective date or
          ---------------------------------------------
          filing of registration statement on Form S-8
          -------------------------------------------- 

     Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by 
the Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.

                                SIGNATURES
                                ----------

     The Registrant
     --------------
     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe it meets all 
of the requirements for filing on Form S-8, and has duly caused this 
Registration Statement on Form S-8 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of New York, the State of 
New York, on May 17, 1995. 

                                               HASBRO, INC. (Registrant)

                                               By: \s\ Alan G. Hassenfeld
                                                   ----------------------
                                                   Alan G. Hassenfeld
                                                   Chairman of the Board,
                                                   President and Chief
                                                   Executive Officer

                        POWER OF ATTORNEY
                        -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the corporation whose signature 
appears above and each person whose signature appears below hereby 
constitutes and appoints Alan G. Hassenfeld, Harold P. Gordon, John T. 
O'Neill and Phillip H. Waldoks, and each of them, his, her or its attorneys-
in-fact, each with full power of substitution and resubstitution, for him, 
her or it in any and all capacities, to sign any and all amendments to this 
Registration Statement, and to file the same, with all exhibits thereto, and 
other documents in connection therewith, with the Securities and Exchange 
Commission, hereby ratifying and confirming all that said attorneys-in-fact 
or any of them, or any substitute or substitutes, may do or cause to be done 
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.

       Signature                      Capacity                      Date
       ---------                      --------                      ----

\s\ Alan G. Hassenfeld          Chairman of the Board,           May 17, 1995
----------------------------    President, Chief Executive
Alan G. Hassenfeld              Officer and Director 
                                (Principal Executive Officer)

                       
\s\ John T. O'Neil              Executive Vice President and     May 17, 1995
----------------------------    Chief Financial Officer
John T. O'Neill                 (Principal Financial and
                                Accounting Officer)

\s\ Barry J. Alperin
----------------------------            Director                 May 19, 1995
Barry J. Alperin

\s\ Alan R. Batkin
----------------------------            Director                 May 17, 1995
Alan R. Batkin

\s\ George R. Ditomassi, Jr.
----------------------------            Director                 May 18, 1995
George R. Ditomassi, Jr.

\s\ Harold P. Gordon
----------------------------            Director                 May 17, 1995
Harold P. Gordon

\s\ Alex Grass
----------------------------            Director                 May 19, 1995
Alex Grass

\s\ Sylvia K. Hassenfeld
----------------------------            Director                 May 19, 1995
Sylvia K. Hassenfeld		

\s\ Claudine B. Malone
----------------------------            Director                 May 21, 1995
Claudine B. Malone

\s\ Morris W. Offit
----------------------------            Director                 May 23, 1995
Morris W. Offit

\s\ Norma T. Pace
----------------------------            Director                 May 17, 1995
Norma T. Pace

\s\ E. John Rosenwald, Jr.
----------------------------            Director                 May 19, 1995
E. John Rosenwald, Jr.

----------------------------            Director                 May   , 1995
Carl Spielvogel

\s\ Henry Taub
----------------------------            Director                 May 18, 1995
Henry Taub

\s\ Preston Robert Tisch
----------------------------            Director                 May 18, 1995
Preston Robert Tisch

\s\ Alfred J. Verrecchia
----------------------------            Director                 May 18, 1995
Alfred J. Verrecchia

----------------------------            Director                 May   , 1995
Paul Wolfowitz

	EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

   4.0           Specimen Common Stock certificate. (Incorporated by
                 reference to Exhibit 1.0 to the Corporation's Form 8
                 amendment dated January 11, 1993 to the Corporation's
                 Form 8-A dated June 25, 1971.)

   5.0           Opinion of Phillip H. Waldoks, Esq.

  24.1           Consent of Phillip H. Waldoks, Esq. (Included in
                 Exhibit 5.0)

  24.2           Consent of Independent Auditors.