SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

GOLDNER BRIAN

(Last)

(First)

(Middle)

C/O HASBRO INC

1027 NEWPORT AVENUE

(Street)

PAWTUCKET

02862

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2007

4. If Amendment, Date of 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

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/share)	02/13/2007		M		50,000	A	$15.9375	107,607	D
Common Stock (Par Value $.50/share)	02/13/2007		M		94,000	A	$11.59	201,607	D
Common Stock (Par Value $.50/share)	02/13/2007		M		75,000	A	$11.16	276,607	D
Common Stock (Par Value $.50/share)	02/13/2007		M		85,000	A	$16.335	361,607	D
Common Stock (Par Value $.50/share)	02/13/2007		S		284,000	D	$28.4585⁽⁶⁾	77,607	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)⁽¹⁾	$15.9375	02/13/2007		M			50,000	03/20/2001⁽²⁾	03/19/2010	Common Stock	50,000	$0	0	D
Option (Right to Buy)⁽¹⁾	$11.59	02/13/2007		M			94,000	04/25/2002⁽³⁾	04/24/2011	Common Stock	94,000	$0	0	D
Option (Right to Buy)⁽¹⁾	$11.16	02/13/2007		M			75,000	04/25/2004⁽⁴⁾	12/29/2012	Common Stock	75,000	$0	0	D
Option (Right to Buy)	$16.335	02/13/2007		M			85,000	04/25/2003⁽⁵⁾	04/24/2012	Common Stock	85,000	$0	0	D

Explanation of Responses:

1. These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights.

2. These options vested in cumulative installments of 33 1/3% on each of the first three anniversaries of the date of grant, which grant date was March 20, 2000.

3. These options vested in cumulative installments of 33 1/3% on each of the first three anniversaries of the date of grant, which grant date was April 25, 2001.

4. 33 1/3% of the options become exercisable on April 25, 2004 and an additional 33 1/3% of the options become exercisable on each of April 25, 2005 and April 25, 2006.

5. These options vested in cumulative installments of 33 1/3% on each of the first three anniversaries of the date of grant, which grant date was April 25, 2002.

6. These shares were sold at prices ranging from $28.30 to $28.69, with a weighted average sale price of $28.4585 per share.

	Tarrant Sibley, p/o/a for Brian Goldner	02/15/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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