Edgar Filing: HASBRO INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STERN PAULA

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

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O AVON PRODUCS INC, 1345 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2008

(Street)

NEW YORK, NY 10105-0196

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (Par Value $.50 per share)	05/09/2008		M		11,250	A	$ 17.0005	18,794	D
Common Stock (Par Value $.50 per share)	05/09/2008		M		6,000	A	$ 15.875	24,794	D
Common Stock (Par Value $.50 per share)	05/09/2008		M		6,000	A	$ 19.14	30,794	D
Common Stock (Par Value $.50 per share)	05/09/2008		M		6,000	A	$ 18.765	36,794	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		3,700	D	$ 35.36	33,094	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		17,050	D	$ 35.35	16,044	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		1,800	D	$ 35.37	14,244	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		1,400	D	$ 35.38	12,844	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		2,100	D	$ 35.39	10,744	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		900	D	$ 35.4	9,844	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		500	D	$ 35.41	9,344	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		1,400	D	$ 35.42	7,944	D
Common Stock (Par Value $.50 per share)	05/09/2008		S		400	D	$ 35.43	7,544	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy) ⁽¹⁾

$ 17.0005

05/09/2008

11,250

02/06/2003⁽²⁾

02/05/2012

Common Stock

11,250

$ 0

Option (Right to Buy) ⁽¹⁾

$ 15.875

05/09/2008

6,000

05/14/2004⁽³⁾

05/13/2013

Common Stock

6,000

$ 0

Option (Right to Buy) ⁽¹⁾

$ 19.14

05/09/2008

6,000

05/01/2005⁽³⁾

04/30/2014

Common Stock

6,000

$ 0

Option (Right to Buy) ⁽¹⁾

$ 18.765

05/09/2008

6,000

05/01/2006⁽³⁾

04/30/2015

Common Stock

6,000

$ 0

Phantom Stock Units ⁽⁴⁾

$ 0 ⁽⁵⁾

03/31/2008

⁽⁶⁾

Common Stock

$ 27.9

11,745

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STERN PAULA C/O AVON PRODUCS INC 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105-0196	X

Signatures

Tarrant Sibley, p/o/a for Paula Stern		05/13/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	These options were granted pursuant to stock plans in compliance with Rule 16b-3 and have tandem tax withholding rights.
(2)	20 % of the options become exercisable on the first anniversary of the date of grant and an additional 20 % of the options become exercisable on each anniversary of the date of grant thereafter.
(3)	33 1/3 of the options become exercisable on the first anniversary of the date of grant and an additional 33 1/3 of the options become exercisable on each anniversary of the date of grant thereafter.
(4)	All of the phantom stock units were acquired pursuant to the Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors in accordance with Section 16b-3.
(5)	Units correspond 1-for-1 with common stock.
(6)	Units are settled only in cash and are payable after the reporting person ceases to be a director.

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.