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 *
GOLDNER BRIAN
   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
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
C/O HASBRO INC, 1027 NEWPORT AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/12/2014
(Street)

PAWTUCKET, RI 02861		 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) 02/12/2014   M   164,609 A $ 27.095 222,414.0001 D  
Common Stock (Par Value $.50 per share) 02/12/2014   M   235,391 A $ 31.625 457,805.0001 D  
Common Stock (Par Value $.50 per share) 02/12/2014   S   390,000 D $ 52.0776 (1) 67,805.0001 D  
Common Stock (Par Value $.50 per share) 02/12/2014   G(2) V 10,000 D $ 0 57,805.0001 D  
Common Stock (Par Value $.50 per share) 02/12/2014   G(2) V 10,000 A $ 0 361,882.3209 I (4) By the Brian D. Goldner Trust
Common Stock (Par Value $.50 per share)               16,935.511 (3) I (4) By the Barbara S. Goldner Trust

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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
Restricted Stock Units (5) 02/12/2014   A   119,318     (5)   (5) Common Stock 119,318 $ 0 119,318 D  
Option (Right to Buy) (6) $ 52.11 02/12/2014   A   302,200     (7) 02/11/2021 Common Stock 302,200 $ 0 302,200 D  
Option (Right to Buy) (6) $ 27.095 02/12/2014   M     164,609   (8) 02/15/2015 Common Stock 164,609 $ 0 0 D  
Option (Right to Buy) (6) $ 31.625 02/12/2014   M     235,391   (9) 02/03/2017 Common Stock 235,391 $ 0 76,703 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLDNER BRIAN
C/O HASBRO INC
1027 NEWPORT AVENUE
PAWTUCKET, RI 02861		   X     President & CEO  

Signatures

 Tarrant Sibley, P/O/A for Brian Goldner   02/14/2014
**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) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.90 to $52.35, inclusive. The reporting person undertakes to provide to Hasbro, Inc., any security holder of Hasbro, Inc. or the staff of the ranges set forth in this footnote (1).
(2) This transaction involved a gift of securities by the Reporting Person to the Brian D. Goldner Trust.
(3) Share total has been updated to reflect shares acquired pursuant to dividend reinvestment plan.
(4) Mr. Goldner disclaims beneficial ownership of all of these shares except to the extent of his proportionate pecuniary interest therein.
(5) Each restricted stock unit represents a contingent right to earn one share of Hasbro common stock. The grant has two vesting components, each of which must be satisfied for Mr. Goldner to earn any shares under the award. The first vesting compenent is based on achievement of specified Hasbro common stock price thresholds (25% earned at $45/share; 25% earned at $52/share; 25% earned at $56/share; 25% earned at $60/share). To achieve the stock price thresholds the average closing sales price for Hasbro's common stock must trade at or above the threshold price for at least 30 consecutive trading days after April 24, 2013. To second vesting component requires that, subject to certain termination scenarios set forth in Mr. Goldner's Employment Agreement with the Company, Mr. Goldner remains continuously employed with the Company through December 31, 2017.
(6) These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.
(7) 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.
(8) 33 1/3% of the options became exercisable on February 13, 2009, February 13, 2010 and February 13, 2011.
(9) 33 1/3% of the options became exercisable on February 4, 2011, February 4, 2012 and February 4, 2013.

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