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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HASSENFELD ALAN G

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

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

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

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2005

(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Variable Share Forward Transaction

⁽¹⁾ ⁽²⁾ ⁽³⁾

10/31/2005

J⁽¹⁾⁽²⁾⁽³⁾

1,000,188 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾⁽²⁾⁽³⁾

Common Stock

1,000,188

⁽¹⁾ ⁽²⁾ ⁽³⁾

1,000,188 ⁽¹⁾ ⁽²⁾ ⁽³⁾

I ⁽¹⁾ ⁽²⁾ ⁽³⁾

Please see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HASSENFELD ALAN G	X	X	Chairman

Signatures

Tarrant Sibley, p/o/a for Alan G. Hassenfeld		11/02/2005
^**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)	On October 31, 2005 Mr. Hassenfeld entered into a variable share forward transaction (the "Transaction") with an unrelated third party (the "Buyer") relating to 1,000,188 shares of Common Stock. The transaction is scheduled to settle on Feburary 20, 2008 (the "Settlement Date"). The transaction specifies a forward floor price of $18.935 per share and a forward cap price of $22.722 per share.
(2)	On the Settlement Date, Mr. Hassenfeld will deliver to the Buyer (i) if the settlement price is less than or equal to the forward floor price, 1,000,188 shares (ii) if the settlement price is greater than the forward floor price, but less than or equal to the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the forward floor price divided by the settlement price and (iii) if the settlement price is greater than the forward cap price, a number of shares equal to the product of (A) 1,000,188 and (B) the quotient of (x) the forward floor price plus the excess of the settlement price over the forward cap price and (y) the settlement price.
(3)	In lieu of delivering shares Mr. Hassenfeld may elect to settle the Transaction on the Settlement Date for cash. Mr. Hassenfeld received a prepayment from the Buyer in the amount of $16,014,446 in connection with entering the Transaction. Mr. Hassenfeld has pledged 1,000,188 shares of Common Stock to secure his obligations under the Transaction.

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