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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BIONDI FRANK
   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)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008
(Street)

 		 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)
Code V Amount (A) or (D) Price
Common Stock (Par value $.50 per share) 10/09/2008   J(1) V 7,544 D $ 0 7,544 I By GRAT

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (2) $ 0 (3) 12/31/2008   A   40     (4)   (4) Common Stock 40 $ 29.17 5,826 D  
Options (Right to Buy) (5) $ 17.0005 10/09/2008   J(1) V   11,250   (6) 02/05/2012 Common Stock 11,250 $ 0 11,250 I By GRAT
Options (Right to Buy) (5) $ 15.875 10/09/2008   J(1) V   6,000   (7) 05/13/2013 Common Stock 6,000 $ 0 6,000 I By GRAT
Options (Right to Buy) (5) $ 19.14 10/09/2008   J(1) V   6,000   (8) 04/30/2014 Common Stock 6,000 $ 0 6,000 I By GRAT
Options (Right to Buy) (5) $ 18.765 10/09/2008   J(1) V   6,000   (9) 04/30/2015 Common Stock 6,000 $ 0 6,000 I By GRAT

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BIONDI FRANK

 		   X      

Signatures

 Tarrant Sibley, p/o/a for Frank J. Biondi, Jr.   01/05/2009
**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 shares were previously reported as directly beneficially owned but were contributed to grantor retained annuity trusts on October 9, 2008 and is/are now indirectly held by Mr. Biondi.
(2) 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.
(3) Units correspond 1-for-1 with common stock.
(4) Units are settled only in cash and are payable after the reporting person ceases to be a director.
(5) The options were granted pursuant to the 2003 Stock Option Plan for Non-Employee Directors.
(6) 20% of these options became exercisable on the first anniversary of the date of the grant and 20% became exercisable on each anniversary thereafter until fully exercised.
(7) 33 1/3% of these options became exercisable on May 1, 2004 and an additional 33 1/3 became exercisable on each of May 1, 2005 and May 1, 2006.
(8) 33 1/3% of these options became exercisable on May 1, 2005 and an additional 33 1/3 became exercisable on each of May 1, 2006 and May 1, 2007.
(9) 33 1/3% of these options became exercisable on May 1, 2006 and an additional 33 1/3 became exercisable on each of May 1, 2007 and May 1, 2008.

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