HASBRO, INC. — Director's Dealing 2005

Nov 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2005-10-31

Reporting Person: HASSENFELD ALAN G (Director, Chairman, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-31	Variable Share Forward Transaction	$	J	1000188	Acquired		Common Stock (1000188)	Indirect

Footnotes

F1: On October 31, 2005 Mr. Hassenfeld entered into a variable share forward transaction (the "Transaction") with an unrelated third party (the "Buyer") relating to 1,000,188 shares of Common Stock. The transaction is scheduled to settle on Feburary 20, 2008 (the "Settlement Date"). The transaction specifies a forward floor price of $18.935 per share and a forward cap price of $22.722 per share.

F2: On the Settlement Date, Mr. Hassenfeld will deliver to the Buyer (i) if the settlement price is less than or equal to the forward floor price, 1,000,188 shares (ii) if the settlement price is greater than the forward floor price, but less than or equal to the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the forward floor price divided by the settlement price and (iii) if the settlement price is greater than the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the quotient of (x) the forward floor price plus the excess of the settlement price over the forward cap price and (y) the settlement price.

F3: In lieu of delivering shares Mr. Hassenfeld may elect to settle the Transaction on the Settlement Date for cash. Mr. Hassenfeld received a prepayment from the Buyer in the amount of $16,014,446 in connection with entering the Transaction. Mr. Hassenfeld has pledged 1,000,188 shares of Common Stock to secure his obligations under the Transaction.