Edgar Filing: Gardner Simon

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Gardner Simon

2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2006

3. Issuer Name and Ticker or Trading Symbol
HASBRO INC [HAS]

(Last)

(First)

(Middle)

C/O HASBRO, INC.,Â 1011 NEWPORT AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Hasbro Europe

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PAWTUCKET,Â RIÂ 02862

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (Par Value $.50)	10,950	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (Right to Buy), granted 2/19/1997 ⁽¹⁾	Â ⁽²⁾	02/18/2007	Common Stock	33,750	$ 18.7222	D	Â
Options (Right to Buy), granted 4/23/1998 ⁽¹⁾	Â ⁽²⁾	04/22/2008	Common Stock	22,500	$ 24.875	D	Â
Options (Right to Buy), granted 5/11/1999 ⁽¹⁾	Â ⁽²⁾	05/10/2009	Common Stock	33,750	$ 32.1875	D	Â
Options (Right to Buy), granted 2/10/2000 ⁽¹⁾	Â ⁽²⁾	02/09/2010	Common Stock	65,000	$ 15.2188	D	Â
Options (Right to Buy), granted 4/25/2001 ⁽¹⁾	Â ⁽²⁾	04/24/2011	Common Stock	100,000	$ 11.59	D	Â
Options (Right to Buy), granted 4/25/2002 ⁽¹⁾	Â ⁽²⁾	04/24/2012	Common Stock	42,500	$ 16.335	D	Â
Options (Right to Buy), granted 4/25/2002 ⁽¹⁾	Â ⁽³⁾	04/24/2012	Common Stock	125,000	$ 17.9685	D	Â
Options (Right to Buy), granted 12/30/2002 ⁽¹⁾	Â ⁽⁴⁾	12/29/2012	Common Stock	40,000	$ 11.16	D	Â
Options (Right to Buy), granted 5/20/2004 ⁽¹⁾	Â ⁽²⁾	05/19/2014	Common Stock	40,000	$ 18.575	D	Â
Options (Right to Buy), granted 5/20/2004 ⁽¹⁾	Â ⁽²⁾	05/19/2011	Common Stock	125,000	$ 20.4325	D	Â
Options (Right to Buy), granted 5/19/2005 ⁽¹⁾	Â ⁽²⁾	05/18/2012	Common Stock	45,000	$ 20.57	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gardner Simon C/O HASBRO, INC. 1011 NEWPORT AVENUE PAWTUCKET,Â RIÂ 02862	Â	Â	Â President, Hasbro Europe	Â

Signatures

Tarrant Sibley, p/o/a for Simon Gardner		02/21/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The options were granted pursuant to employee stock option plans in accordance with Rule 16b-3 and have tandem tax withholding rights.
(2)	33 1/3% of these options become exercisable on the first anniversary of the date of grant and an additional 33 1/3% become exercisable on each anniversary of the date of grant thereafter until fully exercisable.
(3)	20% of these options become exercisable on the first anniversary of the date of grant and an additional 20% become exercisable on each anniversary of the date of grant thereafter until fully exercisable.
(4)	33 1/3% of these options become exercisable on April 25, 2004 and an additional 33 1/3% become exercisable on April 25, 2005 and April 25, 2006, respectively.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.