WASHINGTON, D.C.  20549

                                FORM 8-K

                             CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF

Date of Report (Date of Earliest Event Reported):      December 6, 2000

                              HASBRO, INC.
                          (Name of Registrant)

 RHODE ISLAND                    1-6682                    05-0155090
--------------                ------------             -------------------
  (State of                   (Commission                 (IRS Employer
Incorporation)                File Number)             Identification No.)

1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND                   02861
------------------------------------------             -------------------
 (Address of Principal Executive Offices)                  (Zip Code)

                             (401) 431-8697
                     (Registrant's Telephone Number)

Item 5.    Other Events

           The December 6, 2000 Press Release of the Registrant attached
           hereto as EXHIBIT 99 is incorporated herein by reference.

Item 7(c)  Exhibits

           99  Press Release, dated December 6, 2000, of Hasbro, Inc.


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             HASBRO, INC.

Date: December 7, 2000                   By:  /s/ Alfred J. Verrecchia
                                              Alfred J. Verrecchia

                                              President, Chief Operating
                                              Officer and Chief
                                              Financial Officer
                                              (Duly Authorized Officer and
                                              Principal Financial Officer)

                                  HASBRO, INC.
                           Current Report on Form 8-K
                              Dated December 6, 2000

                                 Exhibit Index

  No.                              Exhibits
-------                            --------

99           Press Release dated December 6, 2000

                                                             EXHIBIT 99

For Immediate Release  Contact:

                       Karen A. Warren (Investor Relations)      401-727-5401
                       Wayne S. Charness (News Media)            401-727-5983


                        DIVIDEND IS REDUCED

     Pawtucket,  RI   (December 6, 2000) - Hasbro, Inc.  (NYSE:HAS)
today  announced that results for the fourth quarter and full  year
2000 will be below expectations.

     The Company expects full year 2000 earnings per share to be at
best, break even, with the potential for a loss of between $0.10 to
$0.20 per share, prior to the approximately $140 to $170 million of
pre-tax restructuring and other charges announced in October and  a
potential  write down of approximately $35 million associated  with
the  sale of Hasbro Interactive and EBITDA for full-year
2000  is now expected to be approximately $320 to $370 million,  or
$1.81 to $2.09 per share, also before the charges.

     "While  we  announced some very exciting news today  with  the
pending  licensing  agreement and sale of  Hasbro  Interactive  and  to  Infogrames Entertainment SA, we also announced  that
our  earnings will be below expectations," said Alan G. Hassenfeld,
Chairman  and  CEO. "The reduced expectations can be attributed  in
large  part  to  the decline in worldwide revenue of  trading  card
games.   Frankly, while Pokemon Trading Card Game cards  are  still
selling  well,  we  were too aggressive in our  forecast  following
incredible  demand  in  1999 and 2000.  Given  the  high  level  of
inventory  at  Wizards  of  the Coast, we  are  going  to  take  an
additional  provision  of  $75 million for inventory  obsolescence.
This  coupled with some additional weakness in the U.S.  toy  group
account for the change in our expectations."

     "To  address  the  inventory issue we are  changing  inventory
practices in order to keep this from happening in the future and we
are  very  confident about the continued success of this  business.
We  expect  good results from this month's U.S. launch  of  Pokemon
Gold  and  Silver  trading card games as Game Boy Gold  and  Silver
cartridge  sales have broken all records at retail," Mr. Hassenfeld


Page Two

     "We  are  very  focused  on  enhancing  shareholder  value  by
generating  sustainable revenue and earnings growth by growing  our
own brands and new product development," said Alfred J. Verrecchia,
President  and Chief Operating Officer.  "In October  we  announced
several  actions to improve profitability and we are  on  track  to
accomplish  our goals.  We will be significantly reducing  overhead
throughout the company. We currently expect headcount reductions of
approximately  750 across all divisions of Hasbro excluding  Hasbro
Interactive and  This is higher than the 500 to 550 that
we  originally  outlined, as we have been more  aggressive  in  our
efforts.    We  don't  expect  the  charges  associated  with   the
restructuring to change from the previous guidance in the range  of
$140  -  $170 million but they are likely to be on the high end  of
the  range.   Our goal continues to be lowering our break  even  by
reducing  costs  in product development, sales and  marketing,  and
administrative functions.  We are making Hasbro more  efficient  so
we  can  better  leverage  our revenue and  earnings  stream  going
forward.   This leaves us well positioned for 2001," Mr. Verrecchia

     Mr. Hassenfeld added, "We are confident that we are making the
right  moves to make Hasbro leaner and more consistently profitable
for  shareholders.  While 2000 has been a very painful year, we are
looking  forward to returning Hasbro to profitability in  2001  and

     As  a  result  of  the  earnings  decline,  the  Company  also
announced  that its cash dividend has been reduced from  $0.06  per
share  quarterly  to $0.03 per share, effective with  the  dividend
payable  on February 15, 2001 to shareholders of record on February
1, 2001.  This will result in an annual cash savings of $21 million
beginning in 2001.

      The  Company has made available a pre-recorded webcast  of  a
conference call that can be accessed beginning at 5:00 P.M. Eastern
Time  today  that  reviews  the  sale  of  Hasbro  Interactive  and, expectations for the fourth quarter and full year  2000.
Investors    and   the   media   are   invited   to    listen    at (select "Investors &  Media"  from  the  home
page, then click on the webcast icon).  In addition, the conference
call  will also be available for replay via telephone, at  402-998-
1728.   The press release announcing the sale of Hasbro Interactive
and  to Infogrames Entertainment SA (Euronext  5257)  is
also available on the website.

     Hasbro  is a worldwide leader in children's and family leisure
time and entertainment products and services, including the design,
manufacture   and  marketing  of  games  and  toys   ranging   from
traditional to high-tech. Both internationally and in the U.S., its
brands   and  products  provide  the  highest  quality   and   most
recognizable play experiences in the world.


Page Three

Certain  statements  contained in this  release  contain  "forward-
looking  statements" within the meaning of the  Private  Securities
Litigation  Reform Act of 1995.  These statements may be identified
by   the   use  of  forward-looking  words  or  phrases   such   as
"anticipate",   "believe",  "could",  "expect",  "intend",   "may",
"planned", "potential", "should", "will" and "would".  Such forward-
looking  statements  are inherently subject to  known  and  unknown
risks  and uncertainties.  The Company's actual actions or  results
may  differ  materially from those expected or anticipated  in  the
forward-looking statements. Specific factors that might cause  such
a difference include, but are not limited to, the Company's ability
to  manufacture, source and ship new and continuing products  on  a
timely basis and the acceptance of those products by customers  and
consumers  at prices that will be sufficient to profitably  recover
development, manufacturing, marketing, royalty and other  costs  of
products;  economic conditions, including higher  fuel  prices  and
availability  of  electronic components, currency fluctuations  and
government  regulation and other actions in the various markets  in
which  the  Company  operates throughout the world;  the  inventory
policies of retailers, including the concentration of the Company's
revenues  in  the  second  half and fourth  quarter  of  the  year,
together  with  increased reliance by retailers on  quick  response
inventory  management  techniques,  which  increases  the  risk  of
underproduction of  popular items, overproduction of  less  popular
items   and  failure  to  achieve  tight  and  compressed  shipping
schedules; the impact of competition on revenues, margins and other
aspects of the Company's business, including the ability to secure,
maintain and renew popular licenses and the ability to attract  and
retain  talented  employees  in  a  competitive  environment;   the
assessment  by  the Company of its 2001 product  line  and  of  the
impact of discontinued product lines and product lines with reduced
expectations  has not been completed and actual charges,  primarily
non-cash,  could  be more or less than the current estimated  range
for  such  charges;  market  conditions,  third  party  actions  or
approvals  and  the  impact  of competition  that  could  delay  or
increase  the  cost  of  implementation  of  the  Company's  profit
improvement  programs  or alter the Company's  actions  and  reduce
actual  results; the risk that anticipated benefits of acquisitions
may  not  occur or be delayed or reduced in their realization;  and
with   respect  to  the  Company's  online  game  site  initiative,
technical  difficulties  in adapting games  to  online  format  and
establishing the online game site that could delay or increase  the
cost  of the site becoming operational; the acceptance by consumers
of  the games and other products and services to be offered at  the
site;  competition  from other online game  sites  and  other  game
playing  formats;  and the fact online game  revenues  may  not  be
sufficient   to  cover  the  significant  advertising   and   other
expenditures   required  or  the  support,  service   and   product
enhancement  demands  of online users. The  Company  undertakes  no
obligation  to make any revisions to the forward-looking statements
contained  in this release or to update them to reflect  events  or
circumstances occurring after the date of this release.

EBITDA   (earnings   before  interest,  taxes,   depreciation   and
amortization) represents operating profit plus acquired  in-process
research  and development, restructuring charges, depreciation  and
all  amortization. EBITDA is not adjusted for all noncash  expenses
or  for  working capital, capital expenditures or other  investment
requirements  and,  accordingly, is not necessarily  indicative  of
amounts that may be available for discretionary uses. Thus,  EBITDA
should  not be considered in isolation or as a substitute  for  net
earnings or cash provided by operating activities, each prepared in
accordance  with  generally  accepted accounting  principles,  when
measuring  Hasbro's  profitability  or  liquidity  as  more   fully
discussed  in  the  Company's financial statements  and  securities