SECURITIES AND EXCHANGE COMMISSION



Washington, D. C.  20549



Form  10-K



Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934



For the fiscal year ended December 31, 2000   Commission file number 1-6682

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Hasbro, Inc.

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(Name of Registrant)

Rhode Island                                          05-0155090

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(State of Incorporation)                                 (I.R.S. Employer

Identification No.)



1027 Newport Avenue, Pawtucket, Rhode Island 02861

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(Address of Principal Executive Offices)



(401) 431-8697

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Securities registered pursuant to Section 12(b) of the Act:



Name of each exchange

Title of each class                             on which registered

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Common Stock                                        New York Stock Exchange

Preference Share Purchase Rights                    New York Stock Exchange



Securities registered pursuant to Section 12(g) of the Act:  None



Indicate by check mark whether the registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to

such filing requirements for the past 90 days. Yes[X] or No[ ].



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405

of Regulation S-K is not contained herein, and will not be contained, to the

best of registrant's knowledge, in definitive proxy or information statements

incorporated by reference in Part II of this Form 10-K or any amendment to

this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the

registrant computed by reference to the price at which the stock was sold on

March 23, 2001 was $1,946,512,990.



The number of shares of Common Stock outstanding as of March 23, 2001 was

172,456,278.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of registrant's definitive proxy statement for its 2001 Annual

Meeting of Shareholders are incorporated by reference into Part III of this

Report.



Selected information contained in registrant's Annual Report to Shareholders

for the fiscal year ended December 31, 2000, is included as Exhibit 13, and

incorporated by reference into Parts I and II of this Report.





PART I



ITEM  1.  BUSINESS

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(a) General Development of Business

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Except as expressly indicated or unless the context otherwise requires, as

used herein, the "Company" means Hasbro, Inc., a Rhode Island corporation

organized on January 8, 1926, and its subsidiaries.



The Company is a worldwide leader in children's and family leisure time and

entertainment products and services, including the design, manufacture and

marketing of games and toys ranging from traditional to high-tech. Both

internationally and in the U.S., its widely recognized core brands such as

PLAYSKOOL, TONKA, SUPER SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER, and

WIZARDS OF THE COAST provide what the Company believes to be the highest

quality play experiences in the world. In its offerings are a broad variety of

games, including traditional board and card, hand-held electronic, electronic

interactive products, robotic pets, electronic learning aid, children's

consumer electronic, trading card, roleplaying and puzzles. Toy offerings

include boys' action, preschool, creative play and girls' toys, dolls and

plush products. The Company also licenses to others various trademarks,

characters and other property rights for use in connection with consumer

promotions and the sale by others of noncompeting toys and non-toy products.



(b) Description of Business Segments and Products

---------------------------------------------

The Company's focus on managing its business covers two major areas, Toys

and Games. Organizationally, the Company's reportable segments are U.S. Toys,

Games, International and Global Operations. Financial information with respect

to the Company's segments is included in the Annual Report to Shareholders for

the fiscal year ended December 31, 2000.

In the United States, the U.S. Toy segment includes the design, development,

marketing and selling of boys' action figures, vehicles and playsets, girls'

toys, preschool toys and infant products and creative play products. The Games

segment includes the design, development, marketing and selling of traditional

board and card games and puzzles, handheld electronic games, electronic

interactive products, children's consumer electronics, electronic learning

aids, and trading card and roleplaying games.  During 2000, the Games segment

also included interactive software games based on the Company's owned and

licensed brands.  The business units carrying these games were sold in January

2001. Within the International segment, the Company develops, markets and

sells both toy and certain game products in non-U.S. markets. The marketing

and sale of WIZARDS OF THE COAST products internationally and TIGER products

in the United Kingdom are managed through the Company's Games segment.



Global Operations manufactures and sources product for the majority of the

Company's segments. The Company also has other segments which license certain

of the Company's intellectual property to third parties and, which develop and

market non-traditional toy and game based product and historically have

realized more than half of their revenues and the majority of their operating

profit in the first half of the year, which is contra-seasonal to the rest of

the Company's business. In 2000, these other segments did not meet the

quantitative thresholds for reportable segments.



(i) U.S. Toy

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In the U.S. Toy segment, the Company's products are marketed as boys' toys,

girls' toys, preschool and creative play.



Boys' toys are offered across a wide range of core popular properties such

as G.I. JOE, ACTION MAN, TRANSFORMERS action figures, and the TONKA line of

trucks and interactive toys. Other products are tied to entertainment

properties, including STAR WARS, POKEMON and BATMAN toys and accessories. In

2001, the Company will be reintroducing its TRANSFORMERS - ROBOTS IN DISGUISE

line accompanied by an all-new kids television series, as well as a kid-

focused G.I. JOE line. Also in 2001, the Company plans to introduce B.I.O.

BUGS, robotic bugs that can act autonomously using advanced "nervous network"

technology. In addition, the TONKA 2001 product line includes DUSTY MY TALKIN'

TOOL BENCH, an interactive tool bench with personality, and CHOMPER MY TALKIN'

TRUCKBOT, a follow-up to last year's award-winning TUCKER MY TALKIN' TRUCKBOT.

The Company will also feature toy lines based on JURASSIC PARK III, scheduled

for release in July 2001 and Disney/Pixar's MONSTERS, INC., which is due out

in theaters in November 2001.



Hasbro's girls' toys include the classic RAGGEDY ANN and RAGGEDY ANDY rag

dolls. The Company also offers such popular dolls as MAKEUP MINDY. In 2001,

the Company is introducing SHOEZIES collectible shoe fashions, a kids line of

collectible miniature shoes.



The U.S. Toy segment's preschool products include a portfolio of core brands

primarily marketed under the PLAYSKOOL trademark.  The PLAYSKOOL line includes

such well-known products as MR. POTATO HEAD, SIT 'N SPIN and GLOWORM, as well

as a successful line of infant toys such as KICK START GYM and the FIRST

STARTS infant line, and preschool role-play products. New products being

introduced during 2001 are the PLAYSKOOL MAGIC SCREEN LEARNING DESK, which

helps children discover letters, numbers, shapes and colors on a unique,

animated light-up screen and three fun play and learn keyboards, and the

PLAYSKOOL BABY EINSTEIN product line, which incorporates music, poetry,

language and art. New 2001 products also feature a licensed product line based

on HIT Entertainment's BOB THE BUILDER, which airs on NICKELODEON.



Creative Play items for both girls and boys include such classic core lines

as PLAY-DOH, EASY-BAKE OVEN, and LITE-BRITE and SPIROGRAPH design toys. During

2001, the Company will be offering new PLAY-DOH playsets featuring CHUCK E.

CHEESE, BOB THE BUILDER, and Disney/Pixar's MONSTERS, INC., and licensed

refill bake sets for the EASY-BAKE OVEN, including CHIPS AHOY! chocolate chips

and LIFESAVERS cakes.



(ii) Games

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The Company markets its games and puzzles under several well known core

brands, including MILTON BRADLEY, PARKER BROTHERS, AVALON HILL, TIGER, AND

WIZARDS OF THE COAST.



The MILTON BRADLEY, PARKER BROTHERS and AVALON HILL brand portfolios consist

of a broad assortment of games for children, families and adults. The

Company's staple items include MONOPOLY, BATTLESHIP, THE GAME OF LIFE,

SCRABBLE, CHUTES AND LADDERS, CANDY LAND, TROUBLE, MOUSETRAP, OPERATION,

HUNGRY HUNGRY HIPPOS, CONNECT FOUR, TWISTER, YAHTZEE, JENGA, CLUE, SORRY!,

RISK, BOGGLE, OUIJA, DIPLOMACY, ACQUIRE and TRIVIAL PURSUIT as well as a line

of jigsaw puzzles for children and adults. The Company has put in place a

series of marketing initiatives designed to encourage game play among a wide

variety of audiences, including MY FIRST GAMES, FAMILY GAME NIGHT and GET

TOGETHER GAMES. New product introductions for 2001 include POX, a portable

electronic game where players can compete using wireless technology, providing

numerous challenges as characters are built and collected, and M.A.G.S., the

Music Activated Games System where a player's personal choice of music

determines the game experience. In addition, new board games will include

WHEELS ON THE BUS, a preschool game based on the children's song, HANG IN

THERE, a jungle themed skill and action game, and MOODS, a party game testing

verbal and acting skills.



TIGER ELECTRONICS brand products bring innovation and technology to

entertainment and lifestyle products for the whole family. Electronic

interactive products include POO-CHI, MEOW-CHI, SUPER POO-CHI and FURBY.

Planned for 2001 are I-CYBIE, a fully articulated robo-dog that goes through

several stages of development from puppy to adult dog, as well as a broadened

line of ROBO-CHI interactive pet offerings including CHIRPY-CHI, DINO-CHI,

ROBO-BABY, and PETAL-CHI. Electronic learning aids include licensed product

featuring WINNIE THE POOH and BOB THE BUILDER. Innovative items in the 2001

line include the interactive animatronic SHELBY, a special friend of FURBY,

who has a vocabulary of more than 180 words, as well as OTTOBOT the robotic

friend and MUTSU the interactive fish.  Consumer electronics include HITCLIPS

micro music systems and YAHOO! CAM. 2001 consumer electronics offerings

include i-KARAOKE, a consumer targeted portable karaoke system. Also new for

2001 is a line of robots based on the television show BATTLEBOTS that children

can build, customize and put into action.

WIZARDS OF THE COAST trading card and roleplaying games include the popular

MAGIC: THE GATHERING, DUNGEONS AND DRAGONS, POKEMON and MAJOR LEAGUE BASEBALL

SHOWDOWN. MAGIC: THE GATHERING, created in 1993, has worldwide popularity,

with more than six million players in over fifty countries. In 2001, MAGIC:

THE GATHERING - SEVENTH EDITION basic card set will be introduced as well as

the PLANESHIFT, APOCALYPSE and ODYSSEY expansions. WIZARDS OF THE COAST has a

unique organized play program for its trading card games, sanctioning over

80,000 game tournaments around the world in 2000. The Company operates

approximately 100 retail stores under the WIZARDS OF THE COAST and GAME KEEPER

names, many of which not only sell a wide range of games, but provide

important locations for tournaments and other organized play activities. New

for 2001 are the NFL SHOWDOWN and NBA SHOWDOWN trading card games which allow

players to assemble their own lineups, collect their favorite football and

basketball players and compete against other players' teams, the NEO GENESIS

and NEO DISCOVERY expansions for the POKEMON trading card game, and the HARRY

POTTER trading card game, based on the NEW YORK TIMES best-selling novels.



During 2000, the Company marketed interactive software games under the

HASBRO INTERACTIVE, MICROPROSE and EUROPRESS brands, which include ROLLER

COASTER TYCOON, CIVILIZATION, FALCON and the ATARI properties, such as

CENTIPEDE, MISSILE COMMAND, and PONG. The Company also completed the soft

launch of its internet games portal, Games.com.  In December 2000, the Company

announced it had entered into an agreement with Infogrames Entertainment S.A.

(Infogrames) to sell the business units which make up Hasbro Interactive, as

well as its internet portal, Games.com. This sale closed in January 2001. In

conjunction with this agreement, the Company entered into a licensing

agreement with Infogrames whereby they will develop interactive games based on

the Company's properties. The Company will receive annual royalties, including

a minimum guarantee, from Infogrames based on sales generated under the

licensing agreement.



(iii) International

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In addition to the United States, the Company operates in more than 25

countries, selling a representative range of the toy and game products

marketed in the United States, together with some items which are sold only

internationally. Key international brands for 2000 included POKEMON, ACTION

MAN and FURBY. New products for 2001 include many of those noted in the U.S.

Toy and Game segments above, as well as TURBO SNAILS, a new line of boys'

action figures.



(iv) Global Operations

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The Company primarily sources production through unrelated manufacturers in

various Far East countries, principally China, using a Hong Kong subsidiary

for quality control and order coordination purposes.  The Company also

manufactures products in the United States, Ireland and Spain. See

"Manufacturing and Importing" below.



(v) Other Information

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The Company has other segments which generate revenue through the licensing

of intellectual property for promotional and merchandising uses as well as

design, develop and market certain traditional and non-traditional toy and

game based product including the SUPER SOAKER line of water products, the NERF

line of soft action play equipment, a TINKERTOY classic line, and KOOSH brand

products.



In 2001, the Company has realigned its business segments to consolidate the

toy-related products into its U.S. Toy segment. As a result, many of the

brands reflected in other segments including SUPER SOAKER, NERF, TINKERTOYS,

and KOOSH will be marketed under the boys, girls, preschool and creative play

lines of the U.S. Toy segment in the future.



To further extend its range of products in its various segments, the Company

has Hong Kong units which market directly to retailers a line of high quality,

low priced toys, games and related products, primarily on a direct import

basis. Direct sales to these customers are reflected in the revenue of the

segment in which the product sold resides.



In addition, various products are licensed to other companies for certain

countries where the Company does not otherwise have a presence.



During the 2000 fiscal year, revenues from the POKEMON trading card line of

products contributed 15% of consolidated net revenues of the Company. In 1999,

revenues from the FURBY line of products and the STAR WARS boys toys line of

products contributed 13% and 12%, respectively, of consolidated net revenues

for the Company.



Working Capital Requirements

----------------------------

The Company's production needs have been financed historically by means of

short-term borrowings which reach peak levels during September through

November of each year when receivables also generally reach peak levels. The

revenue pattern of the Company results in the second half of the year being

more significant to its overall business and, within that half, the fourth

quarter being the most prominent. The trend of retailers over the past few

years has been to make a higher percentage of their purchases within or close

to the fourth quarter holiday consumer selling season, which includes

Christmas. The Company expects that this trend will continue. The toy business

is also characterized by customer order patterns which vary from year to year

largely because of differences each year in the degree of consumer acceptance

of a product line, product availability, marketing strategies and inventory

policies of retailers, the dates of theatrical releases of major motion

pictures for which the Company has licenses for promotional product, and

differences in overall economic conditions. As a result, comparisons of

unshipped orders on any date with those at the same date in a prior year are

not necessarily indicative of sales for that entire given year. Also, quick

response inventory management practices now being used results in fewer orders

being placed in advance of shipment and more orders being placed for immediate

delivery. The Company's unshipped orders at March 4, 2001 and March 5, 2000

were approximately $166,933,000 and $375,000,000, respectively. Also, it is a

general industry practice that orders are subject to amendment or cancellation

by customers prior to shipment. The backlog at any date in a given year can be

affected by programs the Company may employ to induce its customers to place

orders and accept shipments early in the year. This method is a general

industry practice. The programs the Company is employing to promote sales in

2001 are not substantially different from those employed in 2000.



The Company commits to inventory production, advertising and marketing

expenditures prior to the peak third and fourth quarter retail selling season.

In addition, accounts receivable generally are at peak levels during the

fourth quarter and early in the first quarter of the subsequent year, making

it necessary for the Company to borrow significant amounts pending these

collections. During 2000, the Company relied on internally generated funds and

short-term borrowing arrangements, including commercial paper, to finance its

working capital needs. In February 2001, the Company entered into amended and

restated secured revolving and line of credit facility agreements with its

existing lenders.  These committed lines include long-term and short-term

secured credit agreements of $325,000,000 each. The facilities are secured by

substantially all domestic accounts receivable and inventory, as well as

certain investments and intangible assets of the Company.  The Company is not

required to maintain compensating balances under the agreements.  The

agreements contain certain restrictive covenants setting forth minimum cash

flow and coverage requirements, and a number of other limitations, including

with respect to capital expenditures, investments, acquisitions, share

repurchases and dividend payments.  During 2001, the Company expects to fund

its seasonal working capital needs through operations and these lines of

credit and believes that the funds available to it are adequate to meet its

needs. Amounts available for borrowing under the committed revolving and line

of credit facilities are $325,000,000 (long-term) and $325,000,000 (short-

term) and vary by quarter, with availability at its lowest point of

$300,000,000 in the first quarter of 2001.  Of this amount available,

$213,000,000 is unused at March 4, 2001. In addition, the Company has

$143,000,000 of available uncommitted and unsecured lines of credit at March

4, 2001.



Royalties, Research and Development

-----------------------------------

The continuing development of new products and the redesigning of existing

items for continuing market acceptance are key determinants of success in the

toy and game industry. In 2000, 1999 and 1998, approximately $208,485,000,

$254,599,000 and $184,962,000, respectively, were incurred on activities

relating to the development, design and engineering of new products and their

packaging (including items brought to the Company by independent designers)

and to the improvement or modification of ongoing products. Much of this work

is performed by the Company's staff of designers, artists, model makers and

engineers.



In addition to its own staff, the Company deals with a number of independent

toy and game designers for whose designs and ideas the Company competes with

other toy and game manufacturers. Rights to such designs and ideas, when

acquired by the Company, are usually exclusive under agreements requiring the

Company to pay the designer a royalty on the Company's net sales of the item.

These designer royalty agreements in some cases provide for advance royalties

and minimum guarantees.

The Company also produces a number of toys under trademarks and copyrights

utilizing the names or likenesses of familiar movie, television and comic

strip characters, for whose rights the Company competes with other toy and

game manufacturers. Licensing fees are generally paid as a royalty on the

Company's net sales of the item. Licenses for the use of characters are

generally exclusive for specific products or product lines in specified

territories. In many instances, advance royalties and minimum guarantees are

required by character license agreements. Under terms of agreements existing

at December 31, 2000, in certain circumstances the Company may be required to

pay an aggregate of up to $741,000,000 in guaranteed or minimum royalties

between 2001 and 2007. Of this amount, approximately $238,000,000 has been

paid. Approximately $58,000,000 is included in the $66,509,000 of prepaid

royalties which are a component of prepaid expenses and other current assets

on the balance sheet. Included in other assets is $180,000,000 representing

the long-term portion of the amount paid. Of the remaining unpaid minimum

guaranty, Hasbro may be required to pay approximately $44,000,000,

$193,000,000, $89,000,000, $56,000,000, and $121,000,000 in 2001, 2002, 2003,

2004 and 2005, respectively. Such payments are related to royalties which are

expected to be incurred on anticipated revenues in the years 2001 through

2008.



Marketing and Sales

-------------------

The Company's products are sold nationally and internationally to a broad

spectrum of customers including wholesalers, distributors, chain stores,

discount stores, mail order houses, catalog stores, department stores and

other traditional retailers, large and small, as well as internet-based "e-

tailers." The Company and its subsidiaries employ their own sales forces which

account for the majority of sales of their products. Remaining sales are

generated by independent distributors who sell the Company's products

principally in areas of the world where the Company does not otherwise

maintain a presence. With the acquisition of Wizards of the Coast, Inc. in the

fourth quarter of 1999, the Company acquired a specialized line of retail

stores featuring game, hobby and related products and an area for in-store

game play, as well as an online retail site. The Company maintains showrooms

in New York and selected other major cities world-wide as well as at most of

its subsidiary locations. Although the Company had more than 3,500 customers

in the United States and Canada during 2000 with the inclusion of specialty

retailers carrying trading card games and toy-related product there has been

significant consolidation at the retail level over the last several years, and

the majority of the Company's sales are to large chain stores, distributors

and wholesalers. In other countries, the Company has in excess of 20,000

customers, many of which are individual retail stores. During 2000, sales to

the Company's two largest customers, Wal-Mart Stores, Inc. and Toys `R Us,

Inc., represented 14% and 13%, respectively, of consolidated net revenues, and

sales to its top five customers accounted for approximately 41% of

consolidated net revenues.



The Company advertises many of its toy and game products extensively on

television. The Company generally advertises selected items in its product

groups in a manner designed to promote the sale of other specific items in

those product groups. Through 2001, the Company introduced its new products in

New York City at the time of the American International Toy Fair in February.

It also introduced some of its products to major customers during the prior

year.



In 2000, the Company spent approximately $452,978,000 in advertising,

promotion and marketing programs compared to $456,978,000 in 1999 and

$440,692,000 in 1998.



Manufacturing and Importing

---------------------------

During 2000, the Company's products were manufactured in third party

facilities in the Far East as well as in the Company's own three principal

facilities located in East Longmeadow, Massachusetts, Waterford, Ireland, and

Valencia, Spain. Most of its products are manufactured from basic raw

materials such as plastic, paper and cardboard, although certain products also

make use of electronic components. All of these materials are readily

available but may be subject to significant fluctuations in price. The

Company's manufacturing processes include injection molding, blow molding,

spray painting, printing, box making and assembly. The Company purchases

certain components and accessories used in its toys and games and some

finished items from United States manufacturers as well as from manufacturers

in the Far East, which is the largest manufacturing center of toys in the

world, and other countries. The 1996 implementation of the General Agreement

on Tariffs and Trade reduced or eliminated customs duties on many products

imported by the Company. The Company believes that the manufacturing capacity

of third party manufacturers as well as its own facilities and the supply of

components, accessories and completed products which it purchases from

unaffiliated manufacturers are adequate to meet the demand in 2001 for the

products which it markets. The Company's reliance on external sources of

manufacturing can be shifted, over a period of time, to alternative sources of

supply for products it sells, should such changes be necessary.



However, if the Company is prevented from obtaining products from a

substantial number of its current Far East suppliers due to political, labor

or other factors beyond its control, the Company's operations would be

disrupted while alternative sources of product were secured. In 2000, the

United States Congress approved "permanent normal trade relations" status for

China, which was intended to eliminate the United States' annual review of

China trade relations status. China has signed similar agreements with the

European Union and other World Trade Organizations members in order to gain

support for its entry into the World Trade Organization, although such entry

is not guaranteed at this time. However, the imposition of trade sanctions by

the United States or the European Union against a class of products imported

by the Company from, or the loss of "normal trade relations" status by, the

People's Republic of China could significantly increase the cost of the

Company's products imported into the United States or Europe.



The Company makes its own tools and fixtures for its manufacturing

facilities but purchases dies and molds principally from independent United

States and international sources.

Competition

-----------

The Company's business is highly competitive and it competes with several

large and many small United States and international designers, manufacturers

and marketers. The Company is a worldwide leader in the design, manufacture

and marketing of games and toys.



Employees

---------

At December 31, 2000, the Company employed approximately 8,900 persons

worldwide, approximately 5,500 of whom are located in the United States.



Trademarks, Copyrights and Patents

----------------------------------

The Company's products are protected, for the most part and in as many

countries as practical, by registered trademarks, copyrights and patents to

the extent that such protection is available and meaningful. The loss of such

rights concerning any particular product would not have a material adverse

effect on the Company's business, although the loss of such protection for a

number of significant items might have such an effect.



Government Regulation

---------------------

The Company's toy and game products sold in the United States are subject to

the provisions of the Consumer Product Safety Act (the "CPSA"), The Federal

Hazardous Substances Act (the "FHSA"), the Flammable Fabrics Act (the "FFA"),

and the regulations promulgated thereunder. The CPSA empowers the Consumer

Product Safety Commission (the "CPSC") to take action against hazards

presented by consumer products, including the formulation and implementation

of regulations and uniform safety standards. The CPSC has the authority to

seek to declare a product "a banned hazardous substance" under the CPSA and to

ban it from commerce. The CPSC can file an action to seize and condemn an

"imminently hazardous consumer product" under the CPSA and may also order

equitable remedies such as recall, replacement, repair or refund for the

product. The FHSA provides for the repurchase by the manufacturer of articles

which are banned. Consumer product safety laws also exist in some states and

cities within the United States and in Canada, Australia and Europe. The

Company maintains laboratories which have testing and other procedures

intended to maintain compliance with the CPSA, the FHSA, the FFA,

international standards, and the Company's own standards.  Notwithstanding the

foregoing, there can be no assurance that all of the Company's products are or

will be hazard free. Any material product recall could have an effect on the

Company, depending on the product, and could affect sales of other products.



The Children's Television Act of 1990 and the rules promulgated thereunder

by the United States Federal Communications Commission as well as the laws of

certain countries place certain limitations on television commercials during

children's programming.



The Company maintains programs to comply with various United States federal,

state, local and international requirements relating to the environment, plant

safety and other matters.

Forward-Looking Information and Risk Factors

------------------------------------------

From time to time, the Company may publish forward-looking statements

relating to such matters as anticipated financial performance, business

prospects, technological developments, new products, research and development

activities and similar matters. Forward-looking statements are inherently

subject to risks and uncertainties, many of which are known by, or self-

evident to, the investing public. The Private Securities Litigation Reform Act

of 1995 provides a safe harbor for forward-looking statements. These

statements may be identified by the use of forward-looking words or phrases

such as "anticipate," "believe," "could," "expect," "intend," "looking

forward," "may," "planned," "potential," "should," "will" and "would." In

order to comply with the terms of the safe harbor, the Company notes that a

variety of factors could cause its actual results and experience to differ

materially from the anticipated results or other expectations expressed in its

forward-looking statements. The factors listed below are illustrative and

other risks and uncertainties may arise as are or may be detailed from time to

time in the Company's public announcements and filings with the Securities and

Exchange Commission. The risks and uncertainties that may affect the

operations, performance, development and results of Hasbro's business and

impact forward looking information are as follows:



Volatility of consumer preferences and the high level of competition in

the

family entertainment industry makes it difficult to maintain the long-term

success of existing product lines and consistently introduce successful

new

products.



Our business and operating results depend largely upon the appeal of our

family entertainment products, principally games and toys. A decline in the

popularity of our existing products and product lines or the failure of new

products and product lines to achieve and sustain market acceptance could

result in reduced overall revenues and margins, which could have a material

adverse effect on our business financial condition and results of operations.

Our continued success will depend on our ability to redesign, restyle and

extend our existing family entertainment product lines and to develop,

introduce and gain customer acceptance of new family entertainment product

lines. However consumer preferences with respect to family entertainment are

continuously changing and are difficult to predict. Individual family

entertainment products typically have short life cycles. The success of

entertainment properties released theatrically, such as STAR WARS related

productions, can significantly impact revenues derived by the Company from

licensed product related to that property. In addition, competition in the

industry could adversely impact our ability to secure, maintain, and renew

popular licenses, and to attract and retain the talented employees necessary

to design, develop and market successful products. There can be no assurances

that:



1) Any of our current products or product lines will continue to be popular

for any significant period of time;

2) Any property for which the Company has a significant license will achieve

popularity;



3) Any new products and product lines introduced by us will achieve an

adequate degree of market acceptance; or



4) Any new product's life cycle will be sufficient to permit us to

profitably recover development, manufacturing, marketing, royalties (including

royalty advances and guarantees) and other costs of the product; or



5) We will be able to manufacture, source and ship new or continuing

products in a timely basis to meet consumer demands.



Our business is seasonal and therefore our annual operating results will

depend, in large part, on our sales during the relatively brief holiday

season. Further, this seasonality is increasing, as large retailers

become more efficient in their control of inventory levels through quick

response management techniques.



Sales of our family entertainment products at retail are seasonal, with a

majority of retail sales occurring during the period from September through

December in anticipation of the holiday season. This seasonality is

increasing, as large retailers become more efficient in their control of

inventory levels through quick response management techniques. These customers

are timing reorders so that they are being filled by suppliers closer to the

time of purchase by consumers, which to a large extent occur during September

through December, rather than maintaining large on-hand inventories throughout

the year to meet consumer demand. While these techniques reduce a retailer's

investment in inventory, they increase pressure on suppliers like us to fill

orders promptly and shift a significant portion of inventory risk and carrying

costs to the supplier. The limited inventory carried by retailers may also

reduce or delay retail sales. Additionally, the logistics of supplying more

and more product within shorter time periods will increase the risk that we

fail to achieve tight and compressed shipping schedules. This seasonal pattern

requires significant use of working capital mainly to manufacture inventory

during the year, prior to the holiday season, and requires accurate

forecasting of demand for products during the holiday season. Our failure to

accurately predict and respond to consumer demand could result in our

underproducing popular items and overproducing less popular items.



The continuing consolidation of our retail customer base means that

changes in the purchasing policies of our major customers could have a

significant impact on us.



If one or more of our major customers were to experience difficulties in

fulfilling their obligations to us, cease doing business with us, or

significantly reduce the amount of their purchases from us, it could have a

material adverse effect on our business, financial condition and results of

operations. For the fiscal year ended December 31, 2000, Wal-Mart Stores, Inc.

and Toys R Us, Inc. accounted for approximately 14% and 13%, respectively, of

our consolidated net revenues and our five largest customers, including Wal-

Mart and Toys R Us, in the aggregate accounted for approximately 41% of our

consolidated net revenues.

We may not realize anticipated benefits of acquisitions or these benefits

may be delayed or reduced in their realization.



Acquisitions have been a significant part of our growth over the years and

have enabled us to further broaden and diversify our product offerings. While

we target companies having what we believe to be attractive family

entertainment product offerings, there can be no assurance that the products

of companies we acquire will continue to be popular. In addition, in some

cases, we expect that the integration of the product lines of the companies

that we acquire into our operations will create production, marketing and

other operating synergies. We believe that creating these synergies can create

greater revenue growth and profitability and, where applicable, cost savings,

operating efficiencies and other synergies. However, we can provide no

assurances that these synergies, efficiencies and cost savings will be

realized. Even if achieved, these benefits may be delayed or reduced in their

realization. In other cases, we acquire companies with what we believe to have

strong and creative management, in which case we plan to create synergies by

operating them autonomously rather than integrating them into our operations.

There can be no assurance, however, that the key talented individuals at these

companies will continue to work for us after the acquisition or that they will

continue to develop popular and profitable products or services. Moreover,

because of limitations in our credit agreements, we are limited in our ability

to make substantial acquisitions in the near term. Although we plan to focus

greater attention and resources on our core owned and controlled brands, there

is no assurance that such efforts will produce revenue growth to replace the

growth historically provided by acquisitions.



Our sales and manufacturing operations outside the United States subject

us to risks normally associated with international operations.



Various international risks could negatively impact our international sales

and manufacturing operations, which could have a material adverse effect on

our business, financial condition and results of operations. For the year

ended December 31, 2000, our net revenues from international customers

comprised approximately 41% of our total consolidated net revenues. We expect

our sales to international customers to continue to account for a significant

portion of our revenues. Additionally, we utilize third-party manufacturers

principally in the Far East and we have manufacturing facilities in Ireland

and Spain. These sales and manufacturing operations are subject to the risks

normally associated with international operations, including:



1) Currency conversion risks and currency fluctuations;



2) Limitations, including taxes, on the repatriation of earnings;



3) Political instability, civil unrest and economic instability;



4) Greater difficulty enforcing intellectual property rights and weaker laws

protecting such rights;



5) Complications in complying with laws in varying jurisdictions and changes

in governmental policies;

6) Natural disasters and the greater difficulty and expense in recovering

therefrom;



7) Transportation delays and interruptions; and



8) The imposition of tariffs.



Our reliance on external sources of manufacturing can be shifted, over a

period of time, to alternative sources of supply, should such changes be

necessary. However, if we were prevented from obtaining products or components

for a material portion of our product line due to political, labor or other

factors beyond our control, Hasbro's operations would be disrupted while

alternative sources of products were secured. Also, the imposition of trade

sanctions by the United States or the European Union against a class of

products imported by us from, or the loss of "normal trade relations" status

by, the Peoples Republic of China could significantly increase our cost of

products imported into the United States or Europe.



The impact of market conditions, government actions and regulations and

other third party conduct could negatively impact implementation of the

Company's consolidation programs, margins, and other business initiatives.



Economic conditions, such as rising fuel prices, may adversely impact our

margins. Other conditions, such as the unavailability of electrical

components, may impede our ability to manufacture, source and ship new and

continuing products on a timely basis. Other conditions outside of our control

could delay or increase the cost of implementing our consolidation programs or

alter our actions and reduce actual results.



The impact of our reduced ability to obtain external financing at low

rates and the restrictions imposed by our amended and restated credit

facility agreements could alter our business practices.



In February 2001, we entered into amended and restated secured revolving and

line of credit facility agreements with our existing lenders. The facilities

are secured by substantially all of our domestic accounts receivable and

inventory, as well as certain of our investments and intangible assets. The

agreements contain certain restrictive covenants setting forth minimum cash

flow and coverage requirements, and a number of other limitations, including

restrictions on capital expenditures, investments, acquisitions, share

repurchases and dividend payments.  These restrictive covenants may limit our

future actions, and financial, operating and strategic flexibility.



We believe that our cash flow from operations, together with our cash and

access to existing credit facilities, are adequate for current and planned

needs in 2001. However, our actual experience may differ from these

expectations.  Factors that may lead to a difference include, but are not

limited to, the matters discussed herein as well as future events that might

have the effect of reducing our available cash balance (such as unexpected

material operating losses or increased capital or other expenditures, as well

as increases in inventory or accounts receivable) or future events that may

reduce or eliminate the availability of external financial resources. Our

failure to comply with covenants in our credit agreements could result in

significant negative consequences.





(c) Financial Information About International and United States

-----------------------------------------------------------

Operations and Export Sales

---------------------------

The information required by this item is included in note 16 of Notes to

Consolidated Financial Statements in Exhibit 13 to this Report and is

incorporated herein by reference.





ITEM  2.  PROPERTIES

----------

Lease

Square   Type of    Expiration

Location              Use                       Feet   Possession    Dates

- --------              ---                      ------  ----------  ----------



Rhode Island

- ------------

Pawtucket (1)(2)(3)  Administrative, Sales

& Marketing Offices &

Product Development    343,000     Owned        --

Pawtucket (2)        Executive Office         23,000     Owned        --

East Providence (2)  Administrative Office   120,000     Leased      2004

Central

Falls (1)(2)(3)     Warehouse               261,500     Owned        --



California

- ----------

Ontario (1)          Warehouse               432,000     Leased      2002



Illinois

- --------

Vernon Hills (1)     Office & Warehouse       21,000     Leased      2002



Massachusetts

- -------------

East Longmeadow      Office, Manufacturing

(1)(4)               & Warehouse          1,148,000     Owned        --



New Jersey

- ----------

Mt. Laurel (3)       Office                   11,000     Leased      2001



New York

- --------

New York(1)(2)(3)(5) Office & Showroom       106,800     Leased      2011

Texas

- -----

Arlington (1)        Warehouse                60,200     Leased      2003

Dallas (1)           Warehouse               127,000     Leased      2003

Grand Prairie (1)    Warehouse                93,500     Leased      2003

Grand Prairie (1)    Warehouse                50,400     Leased      2001



Washington

- ----------

Renton (1)           Offices                 158,000     Leased      2005

Seattle (1)          Warehouse                30,500     Leased      2002



Argentina

- ---------

Buenos Aires (5)      Offices                   6,500     Leased      2003



Australia

- ---------

Lidcombe (5)         Office & Warehouse      161,400     Leased      2007

Eastwood (5)         Office                   16,900     Leased      2001



Austria

- -------

Vienna (5)           Office                    4,400     Leased      2001



Belgium

- -------

Brussels (5)         Office & Showroom        18,800     Leased      2008



Canada

- ------

Montreal (5)         Office, Warehouse

& Showroom             133,900     Leased      2004

Mississauga (5)      Sales Office & Showroom  16,300     Leased      2004

Montreal (5)         Warehouse                88,100     Leased      2004



Chile

- -----

Santiago (5)         Warehouse                54,000     Leased      2001

Santiago (5)         Office                    3,500     Leased      2001



Denmark

- -------

Glostrup (5)         Office                    9,200     Leased      2004



England

- -------

Uxbridge (5)         Office & Showroom        92,900     Leased      2013

France

- ------

Le Bourget du Lac(5) Office & Warehouse      107,900     Owned        --

Savoie Technolac (5) Office                   33,500     Owned        --

Creutzwald (5)       Warehouse               301,300     Owned        --



Germany

- -------

Dietzenbach (5)      Office                   43,000     Leased      2006

Soest (5)            Office & Warehouse      164,200     Owned        --



Greece

- ------

Athens (5)           Office & Warehouse       25,100     Leased      2007



Hong Kong

- ---------

Kowloon (1)(3)(4)(5) Office & Warehouse       10,500     Leased      2000

Kowloon (1)(3)(4)(5) Office & Warehouse       33,700     Leased      2002

Kowloon (4)          Offices                  43,400     Leased      2002

New Territories (4)  Office & Warehouse       17,800     Leased      2001

New Territories (4)  Warehouse                11,500     Leased      2002

New Territories (4)  Warehouse                 8,100     Leased      2003

New Territories (4)  Office                    7,300     Leased      2002



Hungary

- -------

Budapest (5)         Office                    6,300     Leased      2001



Ireland

- -------

Waterford (4)        Office, Manufacturing

& Warehouse            244,000     Owned        --



Italy

- -----

Milan (5)            Office & Showroom        12,100     Leased      2002



Mexico

- ------

Periferico (5)       Office                   16,100     Leased      2001

Carretera (5)        Warehouse               215,500     Leased      2004



The Netherlands

- ---------------

Ter Apel (5)         Warehouse               106,400     Leased      2001

Utrecht  (5)         Office                   12,800     Leased      2003



New Zealand

- -----------

Auckland (5)         Office & Warehouse      110,900     Leased      2005

Peru

- ----

Lima (5)             Warehouse                32,400     Leased      2001

Lima (5)             Office                   11,000     Leased      2001



Poland

- ------

Warsaw (5)           Office & Warehouse       21,400     Leased      2001



Portugal

- --------

Estoril-Lisboa (5)   Office                    2,900     Leased      2003



Singapore

- ---------

Singapore (5)        Office & Warehouse        9,300     Leased      2003



Spain

- -----

Valencia (4)(5)      Office, Manufacturing

& Warehouse            322,700     Owned        --

Valencia (4)(5)      Office, Manufacturing

& Warehouse            144,800     Leased      2011



Sweden

- ------

Vosby (5)            Office                    7,400     Leased      2003



Switzerland

- -----------

Berikon (5)          Office & Warehouse       25,000     Leased      2001

Delemont (5)         Office                    9,200     Leased      2004



Wales

- -----

Newport (5)          Warehouse                75,000     Leased      2003

Newport (5)          Warehouse               170,000     Owned        --



(1) Property used in the U.S. Toy or Games segment.

(2) Property used in the Corporate area.

(3) Property used in Other segments.

(4) Property used in the Global Operations segment.

(5) Property used in the International segment.



In addition to the above listed facilities, the Company either owns or

leases various other properties approximating 486,000 square feet which are

utilized by its various segments and include retail and game play locations

operated under the WIZARDS OF THE COAST and GAME KEEPER names. The Company

also either owns or leases an aggregate of approximately 103,000 square feet

not currently being utilized in its operations.

The foregoing properties consist, in general, of brick, cinder block or

concrete block buildings which the Company believes are in good condition and

well maintained.







ITEM  3.  LEGAL PROCEEDINGS

-----------------

The Company is party to certain legal proceedings, substantially involving

routine litigation incidental to the Company's business, none of which,

individually or in the aggregate, is deemed to be material to the financial

condition of the Company.





ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

---------------------------------------------------

None.

EXECUTIVE OFFICERS OF THE REGISTRANT

- ------------------------------------

The following persons are the executive officers of the Company and its

subsidiaries and divisions. Such executive officers are elected annually. The

position and office listed below are the principal position(s) and office(s)

held by such person with the Company, subsidiary or divisions employing such

person. The persons listed below generally also serve as officers and

directors of the Company's various subsidiaries at the request and convenience

of the Company.



Period

Serving in

Current

Name                         Age  Position and Office Held      Position

- ----                         ---  ------------------------      ----------

Alan G. Hassenfeld (1)       52  Chairman of the Board and

Chief Executive Officer        Since 1999



Alfred J. Verrecchia (2)     58  President and Chief

Operating Officer              Since 2001



Harold P. Gordon             63  Vice Chairman                  Since 1995



David D. R. Hargreaves (3)   48  Senior Vice President and

Chief Financial Officer        Since 2001



George B. Volanakis (4)      53  Executive Vice President       Since 2000



Brian Goldner (5)            37  Senior Vice President and

General Manager, Hasbro U.S.

Toy Group                      Since 2000



Richard B. Holt              59  Senior Vice President and

Controller                     Since 1992



Barry Nagler (6)             44  Senior Vice President and

General Counsel                Since 2000



Martin R. Trueb (7)          49  Senior Vice President and

Treasurer                      Since 1997



Phillip H. Waldoks           48  Senior Vice President -

Corporate Legal Affairs

and Secretary                  Since 1995



(1)  Prior thereto, Chairman of the Board, President and Chief Executive

Officer.

(2)  Prior thereto, President, Chief Operating Officer and Chief Financial

officer from 2000 to 2001; prior thereto, Executive Vice President and

Chief Financial Officer from 1999 to 2000; prior thereto Executive

Vice President, Global Operations and Development during 1999; prior

thereto, Executive Vice President and President, Global Operations

from 1996 to 1999; prior thereto,  Chief Operating Officer, Domestic

Toy Operations.





(3)  Prior thereto, Senior Vice President and Deputy Chief Financial

Officer from 1999 to 2000; prior thereto, Senior Vice President,

Finance during 1999; prior thereto, Senior Vice President, Finance

and Planning, Global Marketing from 1997 to 1999; prior thereto,

Senior Vice President, Finance and Planning, Global Operations from

1996 to 1997; prior thereto, Senior Vice President, Finance and

Administration, Domestic Toy Operations.



(4)  Prior thereto, General Manager and Sector Head, International

Businesses from 1999 to 2000; prior thereto, President, European Sales

and Marketing from 1998 to 1999; prior thereto, President and Chief

Executive Officer, The Ertl Company, Inc.



(5)  Prior thereto, during 2000, Chief Operating Officer of Tiger

Electronics, Inc., a subsidiary of the Company; prior thereto, Chief

Operating Officer, Bandai America, Inc., from 1997 to 2000; prior

thereto, Worldwide Director in Charge, Entertainment Division,

J. Walter Thompson Advertising.



(6)  Prior thereto, Senior Vice President and General Counsel, Reebok

International, Ltd. (Reebok) from 1997 to 2000; prior thereto, Vice

President and General Counsel, Reebok.



(7)  Prior thereto, Assistant Treasurer, Amway Corporation.





PART II



ITEM  5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED

-----------------------------------------------------

STOCKHOLDER MATTERS

-------------------

The information required by this item is included in Market for the

Registrant's Common Equity and Related Stockholder Matters in Exhibit 13 to

this Report and is incorporated herein by reference.





ITEM  6.  SELECTED FINANCIAL DATA

-----------------------

The information required by this item is included in Selected Financial Data

in Exhibit 13 to this Report and is incorporated herein by reference.

ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

-----------------------------------------------------------

AND RESULTS OF OPERATIONS

-------------------------

The information required by this item is included in Management's Review in

Exhibit 13 to this Report and is incorporated herein by reference.





ITEM  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

-------------------------------------------

The information required by this item is included in Financial Statements

and Supplementary Data in Exhibit 13 to this Report and is incorporated herein

by reference.





ITEM  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

-----------------------------------------------------------

AND FINANCIAL DISCLOSURE

------------------------

None.





PART III



ITEMS 10, 11, 12 and 13.



The information required by these items is included in registrant's

definitive proxy statement for the 2001 Annual Meeting of Shareholders and is

incorporated herein by reference, except that the sections under the headings

(a) "Comparison of Five Year Cumulative Total Shareholder Return Among Hasbro,

S&P 500 and Russell 1000 Consumer Discretionary Economic Sector" and

accompanying material, (b) "Report of the Compensation and Stock Option

Committee of the Board of Directors", and (c) "Report of the Audit Committee

of the Board of Directors" in the definitive proxy statement shall not be

deemed "filed" with the Securities and Exchange Commission or subject to

Section 18 of the Securities Exchange Act of 1934.

PART IV



ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

---------------------------------------------------------------

(a) Financial Statements, Financial Statement Schedules and Exhibits

----------------------------------------------------------------

(1)  Financial Statements

--------------------

Included in PART II of this report:

Independent Auditors' Report



Consolidated Balance Sheets at December 31, 2000 and

December 26, 1999



Consolidated Statements of Operations for the Three Fiscal

Years Ended in December 2000, 1999 and 1998



Consolidated Statements of Shareholders' Equity for the

Three Fiscal Years Ended in December 2000, 1999 and 1998



Consolidated Statements of Cash Flows for the Three

Fiscal Years Ended in December 2000, 1999 and 1998



Notes to Consolidated Financial Statements



(2)  Financial Statement Schedules

-----------------------------

Included in PART IV of this Report:

Report of Independent Certified Public Accountants

on Financial Statement Schedule



For the Three Fiscal Years Ended in December 2000, 1999

and 1998:

Schedule II - Valuation and Qualifying Accounts and

Reserves



Schedules other than those listed above are omitted for the reason that they

are not required or are not applicable, or the required information is shown

in the financial statements or notes thereto. Columns omitted from schedules

filed have been omitted because the information is not applicable.



(3)   Exhibits

--------

The Company will furnish to any shareholder, upon written request, any

exhibit listed below upon payment by such shareholder to the Company of the

Company's reasonable expenses in furnishing such exhibit.

Exhibit

- -------

3.  Articles of Incorporation and Bylaws

(a)  Restated Articles of Incorporation of the Company.

(Incorporated by reference to Exhibit 3.1 to the

Company's Quarterly Report on Form 10-Q for the period ended

July 2, 2000, File No. 1-6682.)





(b)  Amendment to Articles of Incorporation, dated June 28, 2000.

(Incorporated by reference to Exhibit 3.4 to the Company's

Quarterly Report on Form 10-Q for the period ended July 2,

2000, File No. 1-6682.)



(c)  Amended and Restated Bylaws of the Company. (Incorporated by

reference to Exhibit (3) to the Company's Current Report on

Form 8-K, dated February 16, 1996, File No. 1-6682.)



(d)  Certificate of Designations of Series C Junior Participating

Preference Stock of Hasbro, Inc. dated June 29, 1999.

(Incorporated by reference to Exhibit 3.2 to the Company's

Quarterly Report on Form 10-Q for the period ended

July 2, 2000, File No. 1-6682.)



(e)  Certificate of Vote(s) authorizing a decrease of class or

series of any class of shares. (Incorporated by reference to

exhibit 3.3 to the Company's Quarterly report on Form 10-Q for

the period ended July 2, 2000, File No. 1-6682.)



4.  Instruments defining the rights of security holders, including

indentures.

(a)  Indenture, dated as of July 17, 1998, by and between the

Company and Citibank, N.A. as Trustee. (Incorporated by

reference to Exhibit 4.1 to the Company's Current Report on

Form 8-K dated July 14, 1998, File No. 1-6682.)



(b)  Indenture, dated as of March 15, 2000, by and between the

Company and the Bank of Nova Scotia Trust Company of New

York. (Incorporated by reference to Exhibit 4(b)(i) to the

Company's Annual Report on Form 10-K for the year ended

December 26, 1999, File Number 1-6682.)



(c)  Amended and Restated Line of Credit Agreement dated as of

February 16, 2001 by and among the Company, the Banks party

thereto, and Fleet National Bank, as Agent for the Banks.



(d)  Amended and Restated Revolving Credit Agreement dated as of

February 16, 2001 by and among the Company, the Banks party

thereto, and Fleet National Bank, as Agent for the Banks.



(e)  Rights Agreement, dated as of June 16, 1999, between the Company

and Fleet National Bank (the Rights Agent). (Incorporated by

reference to Exhibit 4 to The Company's Current Report on

Form 8-K dated as of June 16, 1999.)

(f)  First Amendment to Rights Agreement, dated as of December 4,

2000, between the Company and the Rights Agent.





10.  Material Contracts

(a)  Lease between Hasbro Canada Corporation (formerly named Hasbro

Industries (Canada) Ltd.)("Hasbro Canada") and Central Toy

Manufacturing Co. ("Central Toy"), dated December 23, 1976.

(Incorporated by reference to Exhibit 10.15 to the Company's

Registration Statement on Form S-14, File No. 2-92550.)



(b)  Lease between Hasbro Canada and Central Toy, together

with an Addendum thereto, each dated as of May 1, 1987.

(Incorporated by reference to Exhibit 10(f) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended

December 27, 1987, File No. 1-6682.)



(c)  Addendum to lease, dated March 5, 1998, between Hasbro Canada

and Central Toy. (Incorporated by reference to Exhibit 10(c)

to the Company's Annual Report on Form 10-K for the Fiscal

Year Ended December 28, 1997, File No. 1-6682.)



(d)  Letter agreement, dated December 13, 2000, between Hasbro

Canada and Central Toy.



(e)  Toy License Agreement between Lucas Licensing Ltd. and the

Company, dated as of October 14, 1997. (Portions of this

agreement have been omitted pursuant to a request for

confidential treatment under Rule 24b-2 of the Securities

Exchange Act of 1934, as amended.)(Incorporated by reference to

Exhibit 10(d) to the Company's Annual Report on Form 10-K for

the Fiscal Year Ended December 27, 1998, File No. 1-6682.)



(f)  First Amendment to Toy License Agreement between Lucas

Licensing Ltd. and the Company, dated as of September 25, 1998.

(Portions of this  agreement have been omitted pursuant to a

request for confidential treatment under Rule 24b-2 of the

Securities Exchange Act of 1934, as amended.)(Incorporated by

reference to Exhibit 10(e) to the Company's Annual Report on

Form 10-K for the Fiscal Year Ended December 27, 1998, File No.

1-6682.)



(g)  Agreement of Strategic Relationship between Lucasfilm Ltd. and

the Company dated as of October 14, 1997. (Portions of this

agreement have been omitted pursuant to a request for

confidential treatment under Rule 24b-2 of the Securities

Exchange Act of 1934, as amended.) (Incorporated by reference

to Exhibit 10(f) to the Company's Annual Report on Form 10-K

for the Fiscal Year Ended December 27, 1998, File No. 1-6682.)

(h)  First Amendment to Agreement of Strategic Relationship between

Lucasfilm Ltd. and the Company, dated as of September 25, 1998.

(Incorporated by reference to Exhibit 10(g) to the Company's

Annual Report on Form 10-K for the Fiscal Year ended December

27, 1998, File No. 1-6682.)



(i)  Warrant, dated October 14, 1997 between the Company and

Lucas Licensing Ltd. (Incorporated by reference to Exhibit

10(h) to the Company's Annual Report on Form 10-K for the

Fiscal Year ended December 27, 1998, File No. 1-6682.)



(j)  Warrant, dated October 14, 1997 between the Company and

Lucasfilm Ltd. (Incorporated by reference to Exhibit

10(i) to the Company's Annual Report on Form 10-K for the

Fiscal Year ended December 27, 1998, File No. 1-6682.)



(k)  Warrant, dated October 30, 1998 between the Company and

Lucas Licensing Ltd. (Incorporated by reference to Exhibit

10(j) to the Company's Annual Report on Form 10-K for the

Fiscal Year ended December 27, 1998, File No. 1-6682.)



(l)  Warrant, dated October 30, 1998 between the Company and

Lucasfilm Ltd. (Incorporated by reference to Exhibit

10(k) to the Company's Annual Report on Form 10-K for the

Fiscal Year ended December 27, 1998, File No. 1-6682.)



(m)  Asset Purchase Agreement dated as of February 8, 1998,

together with Amendment thereto dated as of March 31, 1998,

by and among the Company, Tiger Electronics Ltd. (formerly

named HIAC X Corp. and a wholly-owned subsidiary of the

Company), Tiger Electronics, Inc. and certain affiliates

thereof and Owen Randall Rissman and the Rissman Family 1997

Trust. (Incorporated by reference to Exhibit 2(a) to the

Company's Current Report on Form 8-K, dated April 1, 1998,

File No. 1-6682.)



Executive Compensation Plans and Arrangements

(n)  Employee Incentive Stock Option Plan. (Incorporated by

reference to  Exhibit 4.1 to the Company's Registration

Statement on Form S-8, File No. 2-78018.)



(o)  Amendment No. 1 to Employee Incentive Stock Option Plan.

(Incorporated by reference to Exhibit 10(l) to the Company's

Annual  Report on Form 10-K for the Fiscal Year Ended

December 28, 1986, File No. 1-6682.)



(p)  Amendment No. 2 to Employee Incentive Stock Option Plan.

(Incorporated by reference to Exhibit 10(n) to the Company's

Annual  Report on Form 10-K for the Fiscal Year Ended

December 27, 1987, File No. 1-6682.)

(q)  Amendment No. 3 to Employee Incentive Stock Option Plan.

(Incorporated by reference to Exhibit 10(o) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended

December 25, 1988, File No. 1-6682.)



(r)  Amendment No. 4 to Employee Incentive Stock Option Plan.

(Incorporated by reference to Exhibit 10(s) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended

December 31, 1989, File No. 1-6682.)



(s)  Form of Non Qualified Stock Option Agreement under the

Employee Incentive Stock Option Plan. (Incorporated by

reference to Exhibit 10(q) to the Company's Annual Report

on Form 10-K for the Fiscal Year Ended December 25, 1988,

File No. 1-6682.)



(t)  Non Qualified Stock Option Plan. (Incorporated by reference

to Exhibit 10.10 to the Company's Registration Statement on

Form S-14, File No. 2-92550.)





(u)  Amendment No. 1 to Non Qualified Stock Option Plan.

(Incorporated by reference to Exhibit 10(j) to the

Company's Annual Report on Form 10-K for the Fiscal

Year Ended December 28, 1986, File No. 1-6682.)



(v)  Amendment No. 2 to Non Qualified Stock Option Plan.

(Incorporated by reference to Appendix A to the Company's

definitive proxy statement for its 1987 Annual Meeting of

Shareholders, File No. 1-6682.)



(w)  Amendment No. 3 to Non Qualified Stock Option Plan.

(Incorporated by reference to Exhibit 10(l) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended

December 31, 1989, File No. 1-6682.)



(x)  Form of Stock Option Agreement (For Employees) under the Non

Qualified Stock Option Plan. (Incorporated by reference to

Exhibit 10(t) to the Company's Annual Report on Form 10-K

for the Fiscal Year Ended December 27, 1992, File No.

1-6682.)



(y)  1992 Stock Incentive Plan. (Incorporated by reference to

Appendix A to the Company's definitive proxy statement for

its 1992 Annual Meeting of Shareholders, File No. 1-6682.)



(z)  Form of Stock Option Agreement under the 1992 Stock Incentive

Plan, the Stock Incentive Performance Plan and the Employee

Non-Qualified Stock Plan. (Incorporated by reference to

Exhibit 10(v) to the Company's Annual Report on Form 10-K for

the Fiscal Year Ended December 27, 1992, File No. 1-6682.)

(aa)  Hasbro, Inc. Stock Incentive Performance Plan. (Incorporated

by reference to Appendix A to the Company's definitive proxy

statement for its 1995 Annual Meeting of Shareholders, File

No. 1-6682.)



(bb)  First Amendment to the 1992 Stock Incentive Plan and the Stock

Incentive Performance Plan. (Incorporated by reference to

Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for

the period ended June 27, 1999, File No. 1-6682.)



(cc)  Second Amendment to the Stock Incentive Performance Plan.

(Incorporated by reference to Appendix A to the Company's

definitive proxy statement for its 2000 Annual Meeting of

Shareholders, File No. 1-6682.)



(dd)  Employee Non-Qualified Stock Plan. (Incorporated by reference

to Exhibit 10(dd) to the Company's Annual Report on Form 10-K

for the Fiscal Year Ended December 29, 1996, File No. 1-6682.)



(ee)  First Amendment to the Employee Non-Qualified Stock Plan.

(Incorporated by reference to Exhibit 10 to the Company's

Quarterly Report on Form 10-Q for the period ended March 28,

1999, File No. 1-6682.)





(ff)  Form of Stock Option Agreement (For Participants in the Long

Term Incentive Program) under the 1992 Stock Incentive Plan,

the Stock Incentive Performance Plan, and the Employee Non-

Qualified Stock Plan. (Incorporated by reference to Exhibit

10(w) to the Company's Annual Report on Form 10-K for the

Fiscal Year Ended December 27, 1992, File No. 1-6682.)



(gg)  Form of Restricted Stock Agreement.



(hh)  Form of Deferred Restricted Stock Unit Agreement.



(ii)  Form of Employment Agreement between the Company and ten

Company executives. (Incorporated by reference to

Exhibit 10(v) to the Company's Annual Report on Form 10-K for

the Fiscal Year Ended December 31, 1989, File No. 1-6682.)



(jj)  Form of Amendment, dated as of March 10, 2000, to Form of

Employment Agreement included as Exhibit 10(ii) above.

(Incorporated by reference to Exhibit 10(ff) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended December

26, 1999.)



(kk)  Hasbro, Inc. Retirement Plan for Directors. (Incorporated

by  reference to Exhibit 10(x) to the Company's Annual

Report on Form 10-K for the Fiscal Year Ended December 30,

1990, File No. 1-6682.)

(ll)  Form of Director's Indemnification Agreement. (Incorporated

by reference to Appendix B to the Company's definitive proxy

statement for its 1988 Annual Meeting of Shareholders, File

No. 1-6682.)



(mm)  Hasbro, Inc. Deferred Compensation Plan for Non-Employee

Directors.(Incorporated by reference to Exhibit 10(cc) to

the Company's Annual Report on Form 10-K for the Fiscal Year

Ended December 26, 1993, File No. 1-6682.)



(nn)  Hasbro, Inc. Stock Option Plan for Non-Employee Directors.

(Incorporated by reference to Appendix A to the Company's

definitive proxy statement for its 1994 Annual Meeting of

Shareholders, File No. 1-6682.)



(oo)  First Amendment to the Stock Option Plan for Non-Employee

Directors. (Incorporated by reference to Exhibit 10.2 to the

Company's Quarterly Report on Form 10-Q for the period ended

June 27, 1999, File No. 1-6682.)



(pp)  Form of Stock Option Agreement for Non-Employee Directors

under the Hasbro, Inc. Stock Option Plan for Non-Employee

Directors. (Incorporated by reference to Exhibit 10(w) to

the Company's Annual Report on Form 10-K for the Fiscal Year

Ended December 25, 1994, File No. 1-6682.)





(qq)  Hasbro, Inc. 1999 Senior Management Annual Performance Plan.

(Incorporated by reference to Appendix A to the Company's

definitive proxy statement for its 1999 Annual Meeting of

Shareholders, File No. 1-6682.)



(rr)  Hasbro, Inc. Amended and Restated Nonqualified Deferred

Compensation Plan. (Incorporated by reference to Exhibit 10

to the Company's Quarterly Report on Form 10-Q for the Period

Ended March 29, 1998, File No. 1-6682.)



(ss)  Employment Agreement, dated as of January 1, 1996, between

the Company and Harold P. Gordon. (Incorporated by reference

to Exhibit 10(aa) to the Company's Annual Report on Form 10-K

for the Fiscal Year Ended December 31, 1995, File No. 1-6682.)



(tt)  Letter dated January 26, 1998 from the Company to George B.

Volanakis. (Incorporated by reference to Exhibit 10(ii) to

the Company's Annual Report on Form 10-K for the Fiscal Year

Ended December 28, 1997, File No. 1-6682.)



(uu)  Employment Agreement dated as of January 5, 1999, between the

Company and Herbert M. Baum. (Incorporated by reference to

Exhibit 10(rr) to the Company's Annual Report on Form 10-K for

the Fiscal Year ended December 27, 1998, File No. 1-6682.)

(vv)  Settlement Agreement, dated January 31, 2001, among the

Company, Herbert M. Baum and the Dial Corporation.



(ww)  Employment Agreement, dated as of March 18, 2000, among

Tiger Electronics, Ltd., the Company and Brian Goldner.





11.  Statement re computation of per share earnings



12.  Statement re computation of ratios



13.  Selected information contained in Annual Report to Shareholders



21.  Subsidiaries of the registrant



23.  Consents of KPMG LLP



The Company agrees to furnish the Securities and Exchange Commission, upon

request, a copy of each agreement with respect to long-term debt of the

Company, the authorized principal amount of which does not exceed 10% of the

total assets of the Company and its subsidiaries on a consolidated basis.



(b) Reports on Form 8-K

-------------------

A Current Report on Form 8-K dated February 8, 2001 was filed to

announce the Company's results for the quarter and year ended

December 31, 2000. Consolidated statements of earnings (without

notes) for the quarter and year ended December 31, 2000 and

December 26, 1999 and consolidated condensed balance sheets

(without notes) as of said dates were also filed.



(c) Exhibits

--------

See (a)(3) above



(d) Financial Statement Schedules

-----------------------------

See (a)(2) above

INDEPENDENT AUDITORS' REPORT





The Board of Directors and Shareholders

Hasbro, Inc.:





Under date of February 7, 2001, we reported on the consolidated balance

sheets of Hasbro, Inc. and subsidiaries as of December 31, 2000 and December

26, 1999 and the related consolidated statements of operations, shareholders'

equity, and cash flows for each of the fiscal years in the three-year period

ended December 31, 2000, as contained in the 2000 annual report to

shareholders.  These consolidated financial statements and our report thereon

are incorporated by reference in the annual report on Form 10-K for the year

2000. In connection with our audits of the aforementioned consolidated

financial statements, we also audited the related financial statement schedule

listed in Item 14 (a) (2).  This financial statement schedule is the

responsibility of the Company's management.  Our responsibility is to express

an opinion on this financial statement schedule based on our audits.



In our opinion, such financial statement schedule when considered in

relation to the basic consolidated financial statements taken as a whole,

presents fairly in all material respects the information set forth therein.









/s/ KPMG LLP









Providence, Rhode Island

February 7, 2001

HASBRO, INC. AND SUBSIDIARIES



Valuation and Qualifying Accounts and Reserves



Fiscal Years Ended in December



(Thousands of Dollars)





Provision

Balance at   Charged to                Write-Offs    Balance

Beginning of   Costs and     Other          And      at End of

Year       Expenses     Additions    Other (a)     Year

------------  ----------  ------------  -----------  ---------



Valuation

accounts

deducted

from assets

to which

they apply -

for doubtful

accounts

receivable:





2000        $65,000        4,387           59      (14,446)     $55,000

======       ======       ======       ======       ======

1999        $64,400        9,053        2,329      (10,782)     $65,000

======       ======       ======       ======       ======

1998        $51,700       13,057        2,832       (3,189)     $64,400

======       ======       ======       ======       ======





(a) Includes write-offs, recoveries of previous write-offs, translation

adjustments, and an adjustment in 2000 to reflect the transfer of

balances related to business units held for sale, now included in

prepaid expenses and other current assets.  Translation adjustments

and the transfer of balances in 2000 amounted to approximately $6,600.

SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.



HASBRO, INC.  (Registrant)





By: /s/ Alan G. Hassenfeld                            Date: March 31, 2001

-------------------------                               ---------------

Alan G. Hassenfeld

Chairman of the Board







Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.



Signature                      Title                        Date

- ---------                      -----                        ----



/s/ Alan G. Hassenfeld

- ----------------------------   Chairman of the Board,       March 31, 2001

Alan G. Hassenfeld             Chief Executive Officer

and Director

(Principal Executive Officer)





/s/ David D.R. Hargreaves

- ----------------------------   Senior Vice President and    March 31, 2001

David D.R. Hargreaves          Chief Financial Officer

(Principal Financial and

Accounting Officer)





/s/ Alan R. Batkin

- ----------------------------   Director                     March 31, 2001

Alan R. Batkin

/s/ E. Gordon Gee

- ----------------------------   Director                     March 31, 2001

E. Gordon Gee





/s/ Harold P. Gordon

- ----------------------------   Director                     March 31, 2001

Harold P. Gordon





/s/ Sylvia K. Hassenfeld

- ----------------------------   Director                     March 31, 2001

Sylvia K. Hassenfeld







- ----------------------------   Director                     March   , 2001

Marie-Josee Kravis





/s/ Claudine B. Malone

- ----------------------------   Director                     March 31, 2001

Claudine B. Malone





/s/ Norma T. Pace

- ----------------------------   Director                     March 31, 2001

Norma T. Pace





/s/ E. John Rosenwald, Jr.

- ----------------------------   Director                     March 31, 2001

E. John Rosenwald, Jr.





/s/ Eli J. Segal

- ----------------------------   Director                     March 31, 2001

Eli J. Segal







- ----------------------------   Director                     March   , 2001

Carl Spielvogel





/s/ Preston Robert Tisch

- ----------------------------   Director                     March 31, 2001

Preston Robert Tisch





/s/ Alfred J. Verrecchia

- ----------------------------   Director                     March 31, 2001

Alfred J. Verrecchia

HASBRO, INC.



Annual Report on Form 10-K



for the Year Ended December 31, 2000



Exhibit Index

Exhibit

- -------

3.  Articles of Incorporation and Bylaws

(a)  Restated Articles of Incorporation of the Company.

(Incorporated by reference to Exhibit 3.1 to the

Company's Quarterly Report on Form 10-Q for the period ended

July 2, 2000, File No. 1-6682.)



(b)  Amendment to Articles of Incorporation, dated June 28, 2000.

(Incorporated by reference to Exhibit 3.4 to the Company's

Quarterly Report on Form 10-Q for the period ended July 2,

2000, File No. 1-6682.)



(c)  Amended and Restated Bylaws of the Company. (Incorporated by

reference to Exhibit (3) to the Company's Current Report on

Form 8-K, dated February 16, 1996, File No. 1-6682.)



(d)  Certificate of Designations of Series C Junior Participating

Preference Stock of Hasbro, Inc. dated June 29, 1999.

(Incorporated by reference to Exhibit 3.2 to the Company's

Quarterly Report on Form 10-Q for the period ended

July 2, 2000, File No. 1-6682.)



(e)  Certificate of Vote(s) authorizing a decrease of class or

series of any class of shares. (Incorporated by reference to

exhibit 3.3 to the Company's Quarterly report on Form 10-Q for

the period ended July 2, 2000, File No. 1-6682.)



4.  Instruments defining the rights of security holders, including

indentures.

(a)  Indenture, dated as of July 17, 1998, by and between the

Company and Citibank, N.A. as Trustee. (Incorporated by

reference to Exhibit 4.1 to the Company's Current Report on

Form 8-K dated July 14, 1998, File No. 1-6682.)



(b)  Indenture, dated as of March 15, 2000, by and between the

Company and the Bank of Nova Scotia Trust Company of New

York. (Incorporated by reference to Exhibit 4(b)(i) to the

Company's Annual Report on Form 10-K for the year ended

December 26, 1999, File Number 1-6682.)

(c)  Amended and Restated Line of Credit Agreement dated as of

February 16, 2001 by and among the Company, the Banks party

thereto, and Fleet National Bank, as Agent for the Banks.



(d)  Amended and Restated Revolving Credit Agreement dated as of

February 16, 2001 by and among the Company, the Banks party

thereto, and Fleet National Bank, as Agent for the Banks.





(e)  Rights Agreement, dated as of June 16, 1999, between the Company

and Fleet National Bank (the Rights Agent). (Incorporated by

reference to Exhibit 4 to The Company's Current Report on

Form 8-K dated as of June 16, 1999.)



(f)  First Amendment to Rights Agreement, dated as of December 4,

2000, between the Company and the Rights Agent.





10.  Material Contracts

(a)  Lease between Hasbro Canada Corporation (formerly named Hasbro

Industries (Canada) Ltd.)("Hasbro Canada") and Central Toy

Manufacturing Co. ("Central Toy"), dated December 23, 1976.

(Incorporated by reference to Exhibit 10.15 to the Company's

Registration Statement on Form S-14, File No. 2-92550.)



(b)  Lease between Hasbro Canada and Central Toy, together

with an Addendum thereto, each dated as of May 1, 1987.

(Incorporated by reference to Exhibit 10(f) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended

December 27, 1987, File No. 1-6682.)



(c)  Addendum to lease, dated March 5, 1998, between Hasbro Canada

and Central Toy. (Incorporated by reference to Exhibit 10(c)

to the Company's Annual Report on Form 10-K for the Fiscal

Year Ended December 28, 1997, File No. 1-6682.)



(d)  Letter agreement, dated December 13, 2000, between Hasbro

Canada and Central Toy.



(e)  Toy License Agreement between Lucas Licensing Ltd. and the

Company, dated as of October 14, 1997. (Portions of this

agreement have been omitted pursuant to a request for

confidential treatment under Rule 24b-2 of the Securities

Exchange Act of 1934, as amended.)(Incorporated by reference to

Exhibit 10(d) to the Company's Annual Report on Form 10-K for

the Fiscal Year Ended December 27, 1998, File No. 1-6682.)



(f)  First Amendment to Toy License Agreement between Lucas

Licensing Ltd. and the Company, dated as of September 25, 1998.

(Portions of this  agreement have been omitted pursuant to a

request for confidential treatment under Rule 24b-2 of the

Securities Exchange Act of 1934, as amended.)(Incorporated by

reference to Exhibit 10(e) to the Company's Annual Report on

Form 10-K for the Fiscal Year Ended December 27, 1998, File No.

1-6682.)

(g)  Agreement of Strategic Relationship between Lucasfilm Ltd. and

the Company dated as of October 14, 1997. (Portions of this

agreement have been omitted pursuant to a request for

confidential treatment under Rule 24b-2 of the Securities

Exchange Act of 1934, as amended.) (Incorporated by reference

to Exhibit 10(f) to the Company's Annual Report on Form 10-K

for the Fiscal Year Ended December 27, 1998, File No. 1-6682.)





(h)  First Amendment to Agreement of Strategic Relationship between

Lucasfilm Ltd. and the Company, dated as of September 25, 1998.

(Incorporated by reference to Exhibit 10(g) to the Company's

Annual Report on Form 10-K for the Fiscal Year ended December

27, 1998, File No. 1-6682.)



(i)  Warrant, dated October 14, 1997 between the Company and

Lucas Licensing Ltd. (Incorporated by reference to Exhibit

10(h) to the Company's Annual Report on Form 10-K for the

Fiscal Year ended December 27, 1998, File No. 1-6682.)



(j)  Warrant, dated October 14, 1997 between the Company and

Lucasfilm Ltd. (Incorporated by reference to Exhibit

10(i) to the Company's Annual Report on Form 10-K for the

Fiscal Year ended December 27, 1998, File No. 1-6682.)



(k)  Warrant, dated October 30, 1998 between the Company and

Lucas Licensing Ltd. (Incorporated by reference to Exhibit

10(j) to the Company's Annual Report on Form 10-K for the

Fiscal Year ended December 27, 1998, File No. 1-6682.)



(l)  Warrant, dated October 30, 1998 between the Company and

Lucasfilm Ltd. (Incorporated by reference to Exhibit

10(k) to the Company's Annual Report on Form 10-K for the

Fiscal Year ended December 27, 1998, File No. 1-6682.)



(m)  Asset Purchase Agreement dated as of February 8, 1998,

together with Amendment thereto dated as of March 31, 1998,

by and among the Company, Tiger Electronics Ltd. (formerly

named HIAC X Corp. and a wholly-owned subsidiary of the

Company), Tiger Electronics, Inc. and certain affiliates

thereof and Owen Randall Rissman and the Rissman Family 1997

Trust. (Incorporated by reference to Exhibit 2(a) to the

Company's Current Report on Form 8-K, dated April 1, 1998,

File No. 1-6682.)



Executive Compensation Plans and Arrangements

(n)  Employee Incentive Stock Option Plan. (Incorporated by

reference to  Exhibit 4.1 to the Company's Registration

Statement on Form S-8, File No. 2-78018.)



(o)  Amendment No. 1 to Employee Incentive Stock Option Plan.

(Incorporated by reference to Exhibit 10(l) to the Company's

Annual  Report on Form 10-K for the Fiscal Year Ended

December 28, 1986, File No. 1-6682.)

(p)  Amendment No. 2 to Employee Incentive Stock Option Plan.

(Incorporated by reference to Exhibit 10(n) to the Company's

Annual  Report on Form 10-K for the Fiscal Year Ended

December 27, 1987, File No. 1-6682.)



(q)  Amendment No. 3 to Employee Incentive Stock Option Plan.

(Incorporated by reference to Exhibit 10(o) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended

December 25, 1988, File No. 1-6682.)



(r)  Amendment No. 4 to Employee Incentive Stock Option Plan.

(Incorporated by reference to Exhibit 10(s) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended

December 31, 1989, File No. 1-6682.)



(s)  Form of Non Qualified Stock Option Agreement under the

Employee Incentive Stock Option Plan. (Incorporated by

reference to Exhibit 10(q) to the Company's Annual Report

on Form 10-K for the Fiscal Year Ended December 25, 1988,

File No. 1-6682.)



(t)  Non Qualified Stock Option Plan. (Incorporated by reference

to Exhibit 10.10 to the Company's Registration Statement on

Form S-14, File No. 2-92550.)



(u)  Amendment No. 1 to Non Qualified Stock Option Plan.

(Incorporated by reference to Exhibit 10(j) to the

Company's Annual Report on Form 10-K for the Fiscal

Year Ended December 28, 1986, File No. 1-6682.)



(v)  Amendment No. 2 to Non Qualified Stock Option Plan.

(Incorporated by reference to Appendix A to the Company's

definitive proxy statement for its 1987 Annual Meeting of

Shareholders, File No. 1-6682.)



(w)  Amendment No. 3 to Non Qualified Stock Option Plan.

(Incorporated by reference to Exhibit 10(l) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended

December 31, 1989, File No. 1-6682.)



(x)  Form of Stock Option Agreement (For Employees) under the Non

Qualified Stock Option Plan. (Incorporated by reference to

Exhibit 10(t) to the Company's Annual Report on Form 10-K

for the Fiscal Year Ended December 27, 1992, File No.

1-6682.)



(y)  1992 Stock Incentive Plan. (Incorporated by reference to

Appendix A to the Company's definitive proxy statement for

its 1992 Annual Meeting of Shareholders, File No. 1-6682.)

(z)  Form of Stock Option Agreement under the 1992 Stock Incentive

Plan, the Stock Incentive Performance Plan and the Employee

Non-Qualified Stock Plan. (Incorporated by reference to

Exhibit 10(v) to the Company's Annual Report on Form 10-K for

the Fiscal Year Ended December 27, 1992, File No. 1-6682.)



(aa)  Hasbro, Inc. Stock Incentive Performance Plan. (Incorporated

by reference to Appendix A to the Company's definitive proxy

statement for its 1995 Annual Meeting of Shareholders, File

No. 1-6682.)



(bb)  First Amendment to the 1992 Stock Incentive Plan and the Stock

Incentive Performance Plan. (Incorporated by reference to

Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for

the period ended June 27, 1999, File No. 1-6682.)





(cc)  Second Amendment to the Stock Incentive Performance Plan.

(Incorporated by reference to Appendix A to the Company's

definitive proxy statement for its 2000 Annual Meeting of

Shareholders, File No. 1-6682.)



(dd)  Employee Non-Qualified Stock Plan. (Incorporated by reference

to Exhibit 10(dd) to the Company's Annual Report on Form 10-K

for the Fiscal Year Ended December 29, 1996, File No. 1-6682.)



(ee)  First Amendment to the Employee Non-Qualified Stock Plan.

(Incorporated by reference to Exhibit 10 to the Company's

Quarterly Report on Form 10-Q for the period ended March 28,

1999, File No. 1-6682.)



(ff)  Form of Stock Option Agreement (For Participants in the Long

Term Incentive Program) under the 1992 Stock Incentive Plan,

the Stock Incentive Performance Plan, and the Employee Non-

Qualified Stock Plan. (Incorporated by reference to Exhibit

10(w) to the Company's Annual Report on Form 10-K for the

Fiscal Year Ended December 27, 1992, File No. 1-6682.)



(gg)  Form of Restricted Stock Agreement.



(hh)  Form of Deferred Restricted Stock Unit Agreement.



(ii)  Form of Employment Agreement between the Company and ten

Company executives. (Incorporated by reference to

Exhibit 10(v) to the Company's Annual Report on Form 10-K for

the Fiscal Year Ended December 31, 1989, File No. 1-6682.)



(jj)  Form of Amendment, dated as of March 10, 2000, to Form of

Employment Agreement included as Exhibit 10(ii) above.

(Incorporated by reference to Exhibit 10(ff) to the Company's

Annual Report on Form 10-K for the Fiscal Year Ended December

26, 1999.)

(kk)  Hasbro, Inc. Retirement Plan for Directors. (Incorporated

by  reference to Exhibit 10(x) to the Company's Annual

Report on Form 10-K for the Fiscal Year Ended December 30,

1990, File No. 1-6682.)



(ll)  Form of Director's Indemnification Agreement. (Incorporated

by reference to Appendix B to the Company's definitive proxy

statement for its 1988 Annual Meeting of Shareholders, File

No. 1-6682.)



(mm)  Hasbro, Inc. Deferred Compensation Plan for Non-Employee

Directors.(Incorporated by reference to Exhibit 10(cc) to

the Company's Annual Report on Form 10-K for the Fiscal Year

Ended December 26, 1993, File No. 1-6682.)



(nn)  Hasbro, Inc. Stock Option Plan for Non-Employee Directors.

(Incorporated by reference to Appendix A to the Company's

definitive proxy statement for its 1994 Annual Meeting of

Shareholders, File No. 1-6682.)



(oo)  First Amendment to the Stock Option Plan for Non-Employee

Directors. (Incorporated by reference to Exhibit 10.2 to the

Company's Quarterly Report on Form 10-Q for the period ended

June 27, 1999, File No. 1-6682.)



(pp)  Form of Stock Option Agreement for Non-Employee Directors

under the Hasbro, Inc. Stock Option Plan for Non-Employee

Directors. (Incorporated by reference to Exhibit 10(w) to

the Company's Annual Report on Form 10-K for the Fiscal Year

Ended December 25, 1994, File No. 1-6682.)



(qq)  Hasbro, Inc. 1999 Senior Management Annual Performance Plan.

(Incorporated by reference to Appendix A to the Company's

definitive proxy statement for its 1999 Annual Meeting of

Shareholders, File No. 1-6682.)



(rr)  Hasbro, Inc. Amended and Restated Nonqualified Deferred

Compensation Plan. (Incorporated by reference to Exhibit 10

to the Company's Quarterly Report on Form 10-Q for the Period

Ended March 29, 1998, File No. 1-6682.)



(ss)  Employment Agreement, dated as of January 1, 1996, between

the Company and Harold P. Gordon. (Incorporated by reference

to Exhibit 10(aa) to the Company's Annual Report on Form 10-K

for the Fiscal Year Ended December 31, 1995, File No. 1-6682.)



(tt)  Letter dated January 26, 1998 from the Company to George B.

Volanakis. (Incorporated by reference to Exhibit 10(ii) to

the Company's Annual Report on Form 10-K for the Fiscal Year

Ended December 28, 1997, File No. 1-6682.)

(uu)  Employment Agreement dated as of January 5, 1999, between the

Company and Herbert M. Baum. (Incorporated by reference to

Exhibit 10(rr) to the Company's Annual Report on Form 10-K for

the Fiscal Year ended December 27, 1998, File No. 1-6682.)



(vv)  Settlement Agreement, dated January 31, 2001, among the

Company, Herbert M. Baum and the Dial Corporation.



(ww)  Employment Agreement, dated as of March 18, 2000, among

Tiger Electronics, Ltd., the Company and Brian Goldner.





11.  Statement re computation of per share earnings



12.  Statement re computation of ratios



13.  Selected information contained in Annual Report to Shareholders



21.  Subsidiaries of the registrant



23.  Consents of KPMG LLP