HASBRO, INC. — Director's Dealing 2004

Apr 2, 2004

SEC Form 4/A — Form 4/A

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2003-12-31

Reporting Person: SPIELVOGEL CARL (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Phantom Stock Units	$	A	245	Acquired		Common Stock (245)	Direct

Footnotes

F1: All of the phantom stock units were acquired pursuant to the Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors in accordance with Section 16b-3.

F2: Units correspond 1-for-1 with common stock.

F3: Units are settled only in cash and are payable after the reporting person ceases to be a director.

F4: Vesting of 11 units will occur on the earlier of 12/31/03 (provided the reporting person is still a director as of such date) and the death, disability or retirement (after age 72) of the reporting person. Vesting of 11 units will occur on the earlier of 12/31/04 (provided the reporting person is still a director as of such date) and the death, disability or retirement (after age 72) of the reporting person. The remainder of the units are immediately vested.

F5: Does not include 1,298 units acquired by the reporting person pursuant to the Plan prior to August 15, 1996.

F6: This report corrects the number of phantom stock units previously reported as acquired on 12/31/03.