SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER

                         THE SECURITIES ACT OF 1933



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


       Rhode Island                                 05-0155090
------------------------               ------------------------------------   
(State of Incorporation)               (I.R.S. Employer Identification No.)


             1027 Newport Avenue Pawtucket, Rhode Island  02861
             --------------------------------------------------
                       (Principal Executive Offices)


               HASBRO, INC. EMPLOYEE NON-QUALIFIED STOCK PLAN
                                    AND
            HASBRO, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
            -----------------------------------------------------
                              (Title of Plans)
                    
                             	

                          PHILLIP H. WALDOKS, ESQ.
                      Senior Vice President--Corporate
                         Legal Affairs and Secretary

                                Hasbro, Inc.
                            32 West 23rd Street
                          New York, New York 10010
                        ---------------------------
                        (Name and Address of Agent)

                               (212) 645-2400
                        ---------------------------
                        (Telephone Number of Agent)



                       Calculation of Registration Fee
                       -------------------------------
Title of                    Proposed          Proposed
Securities    Amount        maximum offer-    maximum aggre-    Amount of
to be         to be         ing price per     gate offering     registra-
registered    registered    unit              price             tion fee
----------    ----------    --------------    --------------    ----------  
Common        6,000,000     
 stock         shares(1)    $26.82(2)         $160,920,000(2)   $48,763.64

Interests in
 Deferred
 Compensation
 Plan
 Accounts(3)  (4)           (4)               (4)               $100(4)
--

(1)  To be registered with respect to the Hasbro, Inc. Employee Non-Qualified
      Stock Plan.
(2)  Estimated solely for purposes of determining the registration fee      
      pursuant to Rule 457(c).
(3)  To be registered with respect to the Hasbro, Inc. Non-Qualified Deferred
	 Compensation Plan (the "Deferred Compensation Plan").
(4)  The amount of interests in the Deferred Compensation Plan to be
 	 registered, the proposed maximum offering price per unit and the
      proposed maximum aggregate offering price are, in each case,
      indeterminate. In accordance with Rule 416(c), this Registration  
      Statement shall be deemed to register an indeterminate amount of such 
      plan interests.

                                  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 29,
      1996 of Hasbro, Inc. (the "Corporation" or the "Registrant");

(b)  The Corporation's Quarterly Reports on Form 10-Q for the fiscal
      quarters ended March 30, 1997 and June 29, 1997;

(c)  The Corporation's Current Reports on Form 8-K dated February 6, 1997,
      April 21, 1997 and July 17, 1997;

(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. Employee Non-Qualified Stock Plan and the interests in 
Deferred Compensation Plan accounts to be issued pursuant to the Hasbro, Inc. 
Non-Qualified Deferred Compensation Plan have been passed upon by Phillip H. 
Waldoks, Esq., Senior Vice President--Corporate Legal Affairs and Secretary. 
As of the date of this Registration Statement, Mr. Waldoks held options to 
purchase 98,512 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

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. 



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 October 17, 1997. 

                                               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, Brenda T. Simensky 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,        October 17, 1997
----------------------------   President, Chief Executive
Alan G. Hassenfeld             Officer and Director 
                               (Principal Executive Officer)



/s/ John T. O'Neill            Executive Vice President and  October 17, 1997
----------------------------   Chief Financial Officer
John T. O'Neill                (Principal Financial and
                               Accounting Officer)

/s/ Alan R. Batkin
----------------------------            Director             October 17, 1997
Alan R. Batkin


/s/ Harold P. Gordon
----------------------------            Director             October 17, 1997
Harold P. Gordon


/s/ Alex Grass
----------------------------            Director             October 17, 1997
Alex Grass


/s/ Sylvia K. Hassenfeld
----------------------------            Director             October 17, 1997
Sylvia K. Hassenfeld		


/s/ Marie-Josee Kravis
----------------------------            Director             October 17, 1997
Marie-Josee Kravis


----------------------------            Director             October   , 1997
Claudine B. Malone


/s/ Morris W. Offit
----------------------------            Director             October 17, 1997
Morris W. Offit


/s/ Norma T. Pace
----------------------------            Director             October 17, 1997
Norma T. Pace




/s/ E. John Rosenwald, Jr.
----------------------------            Director             October 17, 1997
E. John Rosenwald, Jr.


/s/ Carl Spielvogel
----------------------------            Director             October 17, 1997
Carl Spielvogel


/s/ Henry Taub
----------------------------            Director             October 17, 1997
Henry Taub


/s/ Preston Robert Tisch
----------------------------            Director             October 17, 1997
Preston Robert Tisch


/s/ Alfred J. Verrecchia
----------------------------            Director             October 17, 1997
Alfred J. Verrecchia


/s/ Paul Wolfowitz
----------------------------            Director             October 17, 1997
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": 19554}]
{"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": "S-8", "act": "33", "file-number": "333-38159", "film-number": "97697479"}, "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 S-8

                        REGISTRATION STATEMENT UNDER

                         THE SECURITIES ACT OF 1933

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

       Rhode Island                                 05-0155090
------------------------               ------------------------------------   
(State of Incorporation)               (I.R.S. Employer Identification No.)

             1027 Newport Avenue Pawtucket, Rhode Island  02861
             --------------------------------------------------
                       (Principal Executive Offices)

               HASBRO, INC. EMPLOYEE NON-QUALIFIED STOCK PLAN
                                    AND
            HASBRO, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
            -----------------------------------------------------
                              (Title of Plans)
                    
                             	

                          PHILLIP H. WALDOKS, ESQ.
                      Senior Vice President--Corporate
                         Legal Affairs and Secretary

                                Hasbro, Inc.
                            32 West 23rd Street
                          New York, New York 10010
                        ---------------------------
                        (Name and Address of Agent)

                               (212) 645-2400
                        ---------------------------
                        (Telephone Number of Agent)

                       Calculation of Registration Fee
                       -------------------------------
Title of                    Proposed          Proposed
Securities    Amount        maximum offer-    maximum aggre-    Amount of
to be         to be         ing price per     gate offering     registra-
registered    registered    unit              price             tion fee
----------    ----------    --------------    --------------    ----------  
Common        6,000,000     
 stock         shares(1)    $26.82(2)         $160,920,000(2)   $48,763.64

Interests in
 Deferred
 Compensation
 Plan
 Accounts(3)  (4)           (4)               (4)               $100(4)
--

(1)  To be registered with respect to the Hasbro, Inc. Employee Non-Qualified
      Stock Plan.
(2)  Estimated solely for purposes of determining the registration fee      
      pursuant to Rule 457(c).
(3)  To be registered with respect to the Hasbro, Inc. Non-Qualified Deferred
	 Compensation Plan (the "Deferred Compensation Plan").
(4)  The amount of interests in the Deferred Compensation Plan to be
 	 registered, the proposed maximum offering price per unit and the
      proposed maximum aggregate offering price are, in each case,
      indeterminate. In accordance with Rule 416(c), this Registration  
      Statement shall be deemed to register an indeterminate amount of such 
      plan interests.

                                  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 29,
      1996 of Hasbro, Inc. (the "Corporation" or the "Registrant");

(b)  The Corporation's Quarterly Reports on Form 10-Q for the fiscal
      quarters ended March 30, 1997 and June 29, 1997;

(c)  The Corporation's Current Reports on Form 8-K dated February 6, 1997,
      April 21, 1997 and July 17, 1997;

(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. Employee Non-Qualified Stock Plan and the interests in 
Deferred Compensation Plan accounts to be issued pursuant to the Hasbro, Inc. 
Non-Qualified Deferred Compensation Plan have been passed upon by Phillip H. 
Waldoks, Esq., Senior Vice President--Corporate Legal Affairs and Secretary. 
As of the date of this Registration Statement, Mr. Waldoks held options to 
purchase 98,512 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

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. 

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 October 17, 1997. 

                                               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, Brenda T. Simensky 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,        October 17, 1997
----------------------------   President, Chief Executive
Alan G. Hassenfeld             Officer and Director 
                               (Principal Executive Officer)

/s/ John T. O'Neill            Executive Vice President and  October 17, 1997
----------------------------   Chief Financial Officer
John T. O'Neill                (Principal Financial and
                               Accounting Officer)

/s/ Alan R. Batkin
----------------------------            Director             October 17, 1997
Alan R. Batkin

/s/ Harold P. Gordon
----------------------------            Director             October 17, 1997
Harold P. Gordon

/s/ Alex Grass
----------------------------            Director             October 17, 1997
Alex Grass

/s/ Sylvia K. Hassenfeld
----------------------------            Director             October 17, 1997
Sylvia K. Hassenfeld		

/s/ Marie-Josee Kravis
----------------------------            Director             October 17, 1997
Marie-Josee Kravis

----------------------------            Director             October   , 1997
Claudine B. Malone

/s/ Morris W. Offit
----------------------------            Director             October 17, 1997
Morris W. Offit

/s/ Norma T. Pace
----------------------------            Director             October 17, 1997
Norma T. Pace

/s/ E. John Rosenwald, Jr.
----------------------------            Director             October 17, 1997
E. John Rosenwald, Jr.

/s/ Carl Spielvogel
----------------------------            Director             October 17, 1997
Carl Spielvogel

/s/ Henry Taub
----------------------------            Director             October 17, 1997
Henry Taub

/s/ Preston Robert Tisch
----------------------------            Director             October 17, 1997
Preston Robert Tisch

/s/ Alfred J. Verrecchia
----------------------------            Director             October 17, 1997
Alfred J. Verrecchia

/s/ Paul Wolfowitz
----------------------------            Director             October 17, 1997
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.