HASBRO, INC. — Director's Dealing 2004

Nov 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2004-11-22

Reporting Person: HOLT RICHARD B (SVP, Chief Audit Compliance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-22	Common Stock ($.50 par value per share)	M	12655	$13.1389	Acquired	62204	Direct
2004-11-22	Common Stock	M	12000	$11.59	Acquired	74204	Direct
2004-11-22	Common Stock	M	4250	$11.16	Acquired	78454	Direct
2004-11-22	Common Stock	F	22517	$18.695	Disposed	55937	Direct
2004-11-22	Common Stock	G	2600	—	Disposed	53337	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-22	Option (Right to Buy)	$13.1389	M	12655	Disposed	2004-12-04	Common Stock (12655)	Direct
2004-11-22	Option (Right to Buy)	$11.59	M	12000	Disposed	2011-04-24	Common Stock (12000)	Direct
2004-11-22	Option (Right to Buy)	$11.16	M	4250	Disposed	2012-12-29	Common Stock (4250)	Direct

Footnotes

F1: Represents payment of exercise price with shares already owned and payment of withholding taxes by withholding of shares out of option exercise.

F2: These options were granted pursuant to employee stock option plans in compliance with Rule 16b-3.

F3: These options vested in cumulative annual installments of 33 1/3% on each of the first three anniversaries of the date of grant, which grant date was December 5, 1994.

F4: These options vested in cumulative annual installments of 33 1/3% on each of the first three anniversaries of the date of grant, which grant date was April 25, 2001.

F5: These options vest in cumulative annual installments of 33 1/3% on each of the first three anniversaries of the date of grant, which grant date was December 30,2002.