HASBRO, INC. — Director's Dealing 2005

May 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2005-05-16

Reporting Person: WILSON E DAVID (Pres. Games Segment & EVP GBI)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-16	Phantom Stock Units	$	A	1.0309	Acquired		Common Stock (1.0309)	Direct

Footnotes

F1: All of the phantom stock units were acquired pursuantto the Hasbro, Inc. Non-Qualified Deferred Compensation Plan (the "Plan") in accordance with Section 16b-3.

F2: Units are deemed to represent common stock on a 1 for 1 basis.

F3: Units are settled only in cash and are payable after the reporting person ceases to be an employee, or as otherwise set forth in the Plan.