HASBRO, INC. — Director's Dealing 2008

Aug 25, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HASBRO INC (HAS)
CIK: 0000046080
Period of Report: 2008-08-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-21	Common Stock (Par value $.50 per share)	M	225000	$35.4063	Acquired	6031255	Direct
2008-08-21	Common Stock (Par value $.50 per share)	M	90000	$32.1875	Acquired	6121255	Direct
2008-08-21	Common Stock (Par value $.50 per share)	M	70000	$15.2188	Acquired	6191255	Direct
2008-08-21	Common Stock (Par value $.50 per share)	M	66400	$16.335	Acquired	6257655	Direct
2008-08-21	Common Stock (Par value $.50 per share)	S	451400	$36.2254	Disposed	5806255	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-21	Option (Right to Buy)	$35.4063	M	225000	Disposed	2009-05-10	Common Stock (225000)	Direct
2008-08-21	Option (Right to Buy)	$32.1875	M	90000	Disposed	2009-05-10	Common Stock (90000)	Direct
2008-08-21	Option (Right to Buy)	$15.2188	M	70000	Disposed	2010-02-09	Common Stock (70000)	Direct
2008-08-21	Option (Right to Buy)	$16.335	M	66400	Disposed	2012-04-24	Common Stock (66400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Par value $.50 per share)	254892	Indirect
Common Stock (Par value $.50 per share)	154216	Indirect
Common Stock (Par value $.50 per share)	7380921	Indirect
Common Stock (Par value $.50 per share)	829347	Indirect

Footnotes

F1: Mr. Hassenfeld disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.

F2: These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.

F3: 20 % of the options become exercisable on the first anniversary of the date of grant and an additional 20% of the options become exercisable on each anniversary of the date of grant thereafter. Date of grant was May 11, 1999.

F4: 33 1/3 of the options become exercisable on the first anniversary of the date of grant and an additional 33 1/3 of the options become exercisable on each anniversary of the date of grant thereafter. Date of grant was May 11, 1999.

F5: 33 1/3 of the options become exercisable on the first anniversary of the date of grant and an additional 33 1/3 of the options become exercisable on each anniversary of the date of grant thereafter. Date of grant was February 10, 2000.

F6: 33 1/3 of the options become exercisable on the first anniversary of the date of grant and an additional 33 1/3 of the options become exercisable on each anniversary of the date of grant thereafter. Date of grant was April 25, 2002.