HASBRO, INC. — Director's Dealing 2006

Apr 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2006-03-31

Reporting Person: BIONDI FRANK (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-31	Phantom Stock Units	$	A	347	Acquired		Common Stock (347)	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 15 units will occur on the earlier of 12/31/06 (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 15 units will occur on the earlier of 12/31/07 (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.