SecProbe.io

Mail Stop 3561
        November 6, 2006

Via Fax & U.S. Mail

David D.R. Hargreaves, Senior Vice Pres ident and Chief Financial Officer
Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02862

Re: Hasbro, Inc.
 Form 10-K for the year ended December 31, 2005
Filed February 22, 2006
 File No. 001-06682

Hasbro, Inc.
 Form 10-Q for the quarterly period ended April 2, 2006
Filed May 5, 2006
 File No. 001-06682

Dear Mr. Hargreaves:

We have reviewed your filing and have the following comments.  We think you
should revise your document in future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

David D.R. Hargreaves, Senior Vice Pr esident and Chief Financial Officer
Hasbro, Inc.
November 6, 2006
Page 2

Form 10-K for the fiscal year ended December 25, 2005

Item 7- Management Discussion and Analys is of Financial Condition and Results of
Operations

Critical Accounting Policies and Significant Estimates, page 33
1. Your disclosures indicate that you have certain promotional sales programs that
require significant estimates.  In this regard, it is not clear from your disclosures
whether any of these programs contain minimum purchase guarantees and, if so,
how revenue is recognized under these programs.  Specifically, explain how
predetermined price concessions ar e recognized on the related program.
2. Please provide us, supplementally, with a detailed analysis of your major promotional sales programs, rebate programs and return programs throughout the year as well as at year end, and how you account for these programs.
3. Please revise your MD&A to provide a detailed discussion of how you track and
estimate returns and allowances.  Also, pr ovide information with respect to how
your estimates for discounts, rebates and returns have generally compared with
your actual results.
4. Please consider revising your MD&A to include a more detailed discussion of seasonal trends and variations  in sales.  See question 1 in Topic 13(B) of the Staff
Accounting Bulletins.

Contractual Obligations and Comm ercial Commitments, page 35
5. When presenting contractual obligations, pl ease ensure that all obligations are
shown in the table, including interest payments on your indebtedness.  See FR-72
for guidance.

Item 8- Financial Statements and Supplementary Data

Note 1- Summary of Significant Accounting Policies, page 43
6. The customer service information on your website indicates that there have been several product recalls  in prior years. As such, pl ease expand your note to include
a discussion of your accounting policy for co sts associated with product recalls.
If such costs have not been material, cons ider the need for additional disclosure as
a Risk Factor in Item 1A of your report.

David D.R. Hargreaves, Senior Vice Pr esident and Chief Financial Officer
Hasbro, Inc.
November 6, 2006
Page 3

7. It appears that you operate an  online store.  As such, please tell us and disclose
your accounting methodology for any signifi cant software costs or web-site
development costs pursuant to the relevant  accounting literature, if applicable.
Refer to SFAS No.86, EITF No. 00-2, and/or SOP No. 98-1.
8. In addition to the aforementioned disclosu res, if applicable , please expand your
note to address how you account for revenues derived from online store sales.
Further, please tell us what considerat ion was given to repor ting the results of
your online store as an operating segment pursuant to SFAS 131.

Long-Lived Assets, page 44
9. As noted on page 22, your business strategy includes licensing rights to products
based on movie, television, mu sic, and other family entertainment properties.  If
material, please tell us and expand your note disclosure to address your accounting methodology for molds, dies, a nd other tools used in production of
licensed products.  For guidance, refer to EITF 99-5.

Note 7- Long Term Debt, page 56
10. You state in the last para graph of page 56 that the interest on your contingent
convertible debentures due 2021 would be  subject to an upward adjustment
depending on the price of the company stock, starting December 2005.  Supplementally, tell us the correla tion between the stock price and the
adjustments in your interest rate s as well as your accounting methodology.

Form 10-Q for the quarterly period ended April 2, 2006
11. During the first quarter of 2006, you aggregat ed the toys and games segments into
one reportable segment, North America.  In  this regard, please tell us whether the
toys and games segments remain separa te operating segments under the definition
of paragraphs 10 through 15 of SFAS 131.  If so, tell us in detail how you meet
the aggregation criteria in paragraphs 17 through 24 of SFAS 131.   If you
determined that your toys and games segm ents are operated as a single operating
segment, provide us with substantiv e support for your conclusion, including, but
not limited to, copies of the monthly and/or quarterly reporting packages that are
regularly provided to your CODM .  Further,  please revise your filing to include a
more detailed discussion explaining the de tails and reasons for the combination of
your reportable segments.

David D.R. Hargreaves, Senior Vice Pr esident and Chief Financial Officer
Hasbro, Inc.
November 6, 2006
Page 4

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Juan Migone  at (202) 551-3312 or the undersigned at (202) 551-
3211 if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

David R. Humphrey
Branch Chief- Accountant