content: <PAGE>
  
      As filed with the Securities and Exchange Commission on October 27, 2003
                                                      Registration No. 333-_______
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                    HASBRO, INC.
               (Exact name of registrant as specified in its charter)
  
            RHODE ISLAND                                            05-0155090
    (State or other jurisdiction                                 (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                 1027 NEWPORT AVENUE, PAWTUCKET, RHODE ISLAND 02862
  
            (Address of principal executive offices, including zip code)
  
                              -------------------------
  
                HASBRO, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
                              (Full title of the plan)
  
                              -------------------------
  
                                    Barry Nagler
                      Senior Vice President and General Counsel
                                    Hasbro, Inc.
                                 1027 Newport Avenue
                            Pawtucket, Rhode Island 02862
                                   (401) 431-8697
  
   (Name, address and telephone number, including area code, of agent for service)
  
                              -------------------------
  
                    Please send copies of all communications to:
                               Keith F. Higgins, Esq.
                                  Ropes & Gray LLP
                               One International Place
                                  Boston, MA 02110
                                    617-951-7000
                              617-951-7050 (facsimile)
  
  <PAGE>
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  <S>                             <C>            <C>                         <C>                        <C>
    Title of Each Class of        Amount to be       Proposed Maximum           Proposed Maximum           Amount of
  Securities to be Registered      Registered    Offering Price Per Share    Aggregate Offering Price   Registration Fee
  ----------------------------------------------------------------------------------------------------------------------
  Deferred Compensation           $ 10,000,000             100%                    $10,000,000              $809.00
     Obligations(1)
  </TABLE>
  
  (1)      The Deferred Compensation Obligations are general unsecured obligations
           of Hasbro, Inc. to pay deferred compensation in the future in
           accordance with the terms of the Hasbro, Inc. Nonqualified Deferred
           Compensation Plan.
  
  ================================================================================
  
                                         -2-
  <PAGE>
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Hasbro, Inc. (the "Registrant") hereby incorporates the following
  documents herein by reference:
  
           (a)      The Registrant's latest annual report on Form 10-K for the
                    fiscal year ended December 29, 2002, filed with the Securities
                    and Exchange Commission (the "Commission") pursuant to the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act"), on March 28, 2003.
  
           (b)      All other reports filed with the Commission pursuant to
                    Section 13(a) or 15(d) of the Exchange Act subsequent to
                    December 29, 2002.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated herein by reference from
  the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           With respect to the Hasbro, Inc. Nonqualified Deferred Compensation
  Plan (the "Plan"), the securities being registered represent obligations (the
  "Obligations") of the Registrant or its subsidiaries, if applicable, to pay to
  the participants (the "Participants") in the Plan upon their retirement,
  termination of employment with the Registrant or in such other circumstances
  specified under the Plan, salary and/or annual bonus, the receipt of which the
  Participants have elected to defer. The Obligations may also represent amounts
  that the Registrant or subsidiary is required to credit to a Participant's
  account under the Plan. Each Participant's account will be periodically adjusted
  to reflect hypothetical gains and losses based on a notional investment in one
  or more investment alternatives specified under the Plan. One such investment
  alternative is the Registrant's common stock, par value $0.50 per share, and
  others currently include an S&P 500 index fund and various portfolios of money
  market securities, debt securities and other types of securities. The Registrant
  or its subsidiaries, if applicable, may also make discretionary contributions to
  a Participant's account. The Obligations are payable in cash in a lump-sum
  distribution or in installments, as determined in accordance with the terms of
  the Plan.
  
           The Obligations are unsecured general obligations of the Registrant or
  other obligor and are merely an unfunded and unsecured promise to pay money in
  the future. Participants and their beneficiaries have no legal or equitable
  rights in any assets of the Registrant or any other obligor. The Obligations are
  not subject to sale, assignment, transfer, pledge, anticipation or mortgage and
  cannot otherwise be encumbered, transferred, alienated or conveyed in advance of
  payment, except that each Participant may designate one or more beneficiaries to
  receive benefits upon his or her death. In addition, prior to payment, the
  Obligations are not subject to seizure, attachment or garnishment for the
  payment of any debts owed by a Participant or any other person and are not
  transferable by operation of law in the event of a Participant's or any other
  person's bankruptcy or insolvency.
  
           There is no trading market for the Obligations. The Obligations are not
  convertible into any other security of the Registrant. On at least an annual
  basis, the Registrant or other obligor, if any, transfers assets to a trust
  established by the Registrant (in an amount determined by the Registrant or
  other obligor in its sole discretion) which serves as a source of funds from
  which Plan obligations may be satisfied.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                         -3-
  <PAGE>
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant is incorporated in Rhode Island. Under Section 7-1.1-4.1
  of the Rhode Island Business Corporation Act, a Rhode Island corporation has the
  power, under specified circumstances, to indemnify its officers, directors,
  employees and agents against judgments, penalties, fines, settlements and
  reasonable expenses, including attorneys' fees, actually incurred by them in
  connection with any proceeding to which these persons were made parties by
  reason of the fact that these persons are or were directors, officers, employees
  or agents, if:
  
       -   these persons shall have acted in good faith,
  
       -   they reasonably believed that their actions were in the best interests
           of the corporation, if the proceeding involves conduct in an official
           capacity with the corporation, or not opposed to the best interests of
           the corporation, if the proceeding involves conduct other than in an
           official capacity with the corporation, and
  
       -   in criminal proceedings, they had no reasonable cause to believe that
           their conduct was unlawful.
  
           The foregoing statement is subject to the detailed provisions of
  7-1.1-4.1 of the Rhode Island Business Corporation Act.
  
           Article X of the By-Laws of the Registrant provides that the Registrant
  shall indemnify its directors and officers to the full extent permitted by
  Section 7-1.1-4.1 of the Rhode Island Business Corporation Act.
  
           Section 7-1.1-48 of the Rhode Island Business Corporation Act provides
  that articles of incorporation may contain a provision eliminating or limiting
  the personal liability of a director to the corporation or its shareholders for
  monetary damages for breach of fiduciary duty as a director provided that the
  provision shall not eliminate or limit the liability of a director:
  
       -   for any breach of the director's duty of loyalty to the corporation or
           its shareholders,
  
       -   for acts or omissions not in good faith or which involve intentional
           misconduct or a knowing violation of law,
  
       -   under Section 7-1.1-43 of the Rhode Island Business Corporation Act,
           which relates to liability for unauthorized acquisitions or redemptions
           of, or dividends or distribution on, capital stock, or
  
       -   for any transaction from which the director derived an improper
           personal benefit, unless said transaction is permitted by Section
           7-1.1-37.1 of the Rhode Island Business Corporation Act, which relates
           to director conflicts of interest.
  
           Article Thirteenth of the Registrant's Articles of Incorporation
  contains such a provision.
  
           Section 7-1.1-4.1(j) of the Rhode Island Business Corporation Act
  empowers a Rhode Island corporation to purchase and maintain insurance on behalf
  of its current and prior directors, officers, employees and agents against any
  liability incurred or asserted against them as a result of their official
  capacities, whether or not the corporation would have the power to indemnify
  such person against the insured liability under the provisions of such Section.
  The Registrant has a directors and officers liability insurance policy.
  
           The Registrant has entered into an indemnification agreement with each
  of its directors, whereby the Registrant has agreed to indemnify each such
  director for amounts which the director is legally obligated to pay, including
  judgments, settlements of fines, including certain related expenses to be
  advanced by the Registrant, due to any actual or alleged breach of duty,
  neglect, error, misstatement, misleading statement or other act or omission by a
  director in his capacity as a director. This indemnification excludes claims:
  
       -   covered by the Registrant's directors and officers liability insurance
           policy,
  
       -   for which the director is otherwise indemnified or reimbursed,
  
       -   relating to certain judgments or adjudications under which the director
           is liable for breaches of duty of loyalty, acts or omissions not in
           good faith or involving intentional misconduct or involving knowing
           violations of law, actions or certain transactions from which the
           director derives an improper personal benefit,
  
                                         -4-
  <PAGE>
  
       -   relating to the director's liability for accounting for profits under
           Section 16 of the Securities Exchange Act of 1934, as amended,
  
       -   in respect of remuneration, if found unlawful, and
  
       -   as to which a final and non-appealable judgment has determined that
           payment to the director thereunder is unlawful.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Exhibit
  
           4.1      Hasbro, Inc. Amended and Restated Nonqualified Deferred
                    Compensation Plan.
  
           4.2      (a)      Restated Articles of Incorporation of the Company.
                    (Incorporated by reference to Exhibit 3.1 to the Company's
                    Quarterly Report on Form 10-Q for the period ended July 2,
                    2000, File No. 1-6682.)
  
                    (b)      Amendment to Articles of Incorporation, dated June
                    28, 2000. (Incorporated by reference to Exhibit 3.4 to the
                    Company's Quarterly Report on Form 10-Q for the period ended
                    July 2, 2000, File No. 1-6682.)
  
                    (c)      Amendment to Articles of Incorporation, dated May 19,
                    2003. (Incorporated by reference to Exhibit 3.3 to the
                    Company's Quarterly Report on Form 10-Q for the period ended
                    June 29, 2003, File No. 1-6682.)
  
                    (d)      Certificate of Designations of Series C Junior
                    Participating Preference Stock of Hasbro, Inc. dated June 29,
                    1999. (Incorporated by reference to Exhibit 3.2 to the
                    Company's Quarterly Report on Form 10-Q for the period ended
                    July 2, 2000, File No. 1-6682.)
  
                    (e)      Certificate of Vote(s) authorizing a decrease of
                    class or series of any class of shares. (Incorporated by
                    reference to Exhibit 3.3 to the Company's Quarterly Report on
                    Form 10-Q for the period ended July 2, 2000, File No.
                     1-6682.)
  
           4.3      Amended and Restated Bylaws of the Company, as amended.
                    (Incorporated by reference to Exhibit 3.4 to the Company's
                    Quarterly Report on Form 10-Q for the period ended June 29,
                    2003, File No. 1-6682.)
  
           4.4      (a)      Rights Agreement, dated as of June 16, 1999, between
                    the Company and Fleet National Bank (the Rights Agent).
                    (Incorporated by reference to Exhibit 4 to the Company's
                    Current Report on Form 8-K dated as of June 16, 1999.)
  
                    (b)      First Amendment to Rights Agreement, dated as of
                    December 4, 2000, between the Company and the Rights Agent.
                    (Incorporated by reference to Exhibit 4(f) to the Company's
                    Annual Report on Form 10-K for the Fiscal Year Ended December
                    31, 2000, File No. 1-6682.)
  
           5.1      Opinion of Ropes & Gray LLP.
  
           23.1     Consent of KPMG LLP.
  
                                         -5-
  <PAGE>
  
           23.2     Consent of Ropes & Gray LLP (included in the opinion filed as
                    Exhibit 5.1).
  
           24.1     Powers of Attorney (included on the signature page in Part
                    II).
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             Registration Statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933, as amended (the "Securities Act");
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high end of the estimated
                                      maximum offering range may be reflected in
                                      the form of a prospectus filed with the
                                      Commission pursuant to Rule 424(b) if, in
                                      the aggregate, the changes in volume and
                                      price represent no more than 20 percent
                                      change in the maximum aggregate offering
                                      price set forth in the "Calculation of
                                      Registration Fee" table in the effective
                                      registration statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in the Registration Statement;
  
                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    above shall not apply if the information required to be
                    included in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed with or furnished to the
                    Commission by the Registrant pursuant to Section 13 or 15(d)
                    of the Exchange Act that are incorporated by reference in the
                    Registration Statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act, each such post-effective
                             amendment shall be deemed to be a new registration
                             statement relating to the securities offered therein,
                             and the offering of such securities at that time
                             shall be deemed to be the initial bona fide offering
                             thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities
                    Act, each filing of the Registrant's annual report pursuant to
                    Section 13(a) or 15(d) of the Exchange Act (and, where
                    applicable, each filing of an employee benefit plan's annual
                    report pursuant to Section 15(d) of the Exchange Act) that is
                    incorporated by reference in the Registration Statement shall
                    be deemed to be a new Registration Statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
                                         -6-
  <PAGE>
  
           (c)      Insofar as indemnification for liabilities arising under the
                    Securities Act may be permitted to directors, officers and
                    controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Commission such
                    indemnification is against public policy as expressed in the
                    Securities Act and is, therefore, unenforceable. In the event
                    that a claim for indemnification against such liabilities
                    (other than the payment by the Registrant of expenses incurred
                    or paid by a director, officer or controlling person of the
                    Registrant in the successful defense of any action, suit or
                    proceeding) is asserted by such director, officer or
                    controlling person in connection with the securities being
                    registered, the Registrant will, unless in the opinion of its
                    counsel the matter has been settled by controlling precedent,
                    submit to a court of appropriate jurisdiction the question
                    whether such indemnification by it is against public policy as
                    expressed in the Securities Act and will be governed by the
                    final adjudication of such issue.
  
                                         -7-
  <PAGE>
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Pawtucket, State of Rhode Island, on this 27th
  day of October, 2003.
  
                                              HASBRO, INC.
  
                                              By: /s/ David D. R. Hargreaves
                                                  --------------------------------
                                                  Name: David D. R. Hargreaves
                                                  Title: Senior Vice President and
                                                         Chief Financial Officer
  
                                         -8-
  <PAGE>
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints
  David D. R. Hargreaves, Barry Nagler and Tarrant L. Sibley, and each of them
  singly, his or her true and lawful attorney-in-fact and agent with full power of
  substitution and resubstitution, for him or her and in his or her name, place
  and stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement on Form S-8 to be
  filed by Hasbro, Inc., and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents full power and
  authority to be done in and about the premises, as fully to all intents and
  purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or their substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
                                       * * * *
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
                 Signature                                       Title                                Date
                 ---------                                       -----                                ----
  <S>                                       <C>                                                 <C>
  /s/ Alfred J. Verrecchia                  President, Chief Executive Officer and Director     October 27, 2003
  ---------------------------------------   (Principal Executive Officer)
  Alfred J. Verrecchia
  
  /s/ David D. R. Hargreaves                Senior Vice President and Chief Financial Officer   October 27, 2003
  ---------------------------------------   (Principal Financial and Accounting Officer)
  David D. R. Hargreaves
  
  /s/ Alan G. Hassenfeld                    Chairman of the Board                               October 27, 2003
  ---------------------------------------
  Alan G. Hassenfeld
  
  /s/ Basil L. Anderson                     Director                                            October 27, 2003
  ---------------------------------------
  Basil L. Anderson
  
  /s/ Alan R. Batkin                        Director                                            October 27, 2003
  ---------------------------------------
  Alan R. Batkin
  
  /s/ Frank J. Biondi, Jr.                  Director                                            October 27, 2003
  ---------------------------------------
  Frank J. Biondi, Jr.
  
  /s/ E. Gordon Gee                         Director                                            October 27, 2003
  ---------------------------------------
  E. Gordon Gee
  </TABLE>
  
                                         -9-
  <PAGE>
  
  <TABLE>
  <S>                                       <C>                                                 <C>
  /s/ Jack M. Greenberg                     Director                                            October 27, 2003
  ---------------------------------------
  Jack M. Greenberg
  
  /s/ Claudine B. Malone                    Director                                            October 27, 2003
  ---------------------------------------
  Claudine B. Malone
  
  /s/ Edward M. Philip                      Director                                            October 27, 2003
  ---------------------------------------
  Edward M. Philip
  
  /s/ E. John Rosenwald, Jr.                Director                                            October 27, 2003
  ---------------------------------------
  E. John Rosenwald, Jr.
  
  /s/ Eli J. Segal                          Director                                            October 27, 2003
  ---------------------------------------
  Eli J. Segal
  
  /s/ Carl Spielvogel                       Director                                            October 27, 2003
  ---------------------------------------
  Carl Spielvogel
  
  /s/ Paula Stern                           Director                                            October 27, 2003
  ---------------------------------------
  Paula Stern
  </TABLE>
  
                                        -10-
  <PAGE>
  
                                    EXHIBIT INDEX
  
  4.1      Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation
           Plan.
  
  4.2      (a) Restated Articles of Incorporation of the Company. (Incorporated by
           reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
           for the period ended July 2, 2000, File No. 1-6682.)
  
           (b) Amendment to Articles of Incorporation, dated June 28, 2000.
           (Incorporated by reference to Exhibit 3.4 to the Company's Quarterly
           Report on Form 10-Q for the period ended July 2, 2000, File No.
           1-6682.)
  
           (c) Amendment to Articles of Incorporation, dated May 19, 2003.
           (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly
           Report on Form 10-Q for the period ended June 29, 2003, File No.
           1-6682.)
  
           (d) Certificate of Designations of Series C Junior Participating
           Preference Stock of Hasbro, Inc. dated June 29, 1999. (Incorporated by
           reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
           for the period ended July 2, 2000, File No. 1-6682.)
  
           (e) Certificate of Vote(s) authorizing a decrease of class or series of
           any class of shares. (Incorporated by reference to Exhibit 3.3 to the
           Company's Quarterly Report on Form 10-Q for the period ended July 2,
           2000, File No. 1-6682.)
  
  4.3      Amended and Restated Bylaws of the Company, as amended. (Incorporated
           by reference to Exhibit 3.4 to the Company's Quarterly Report on Form
           10-Q for the period ended June 29, 2003, File No. 1-6682.)
  
  4.4      (a) Rights Agreement, dated as of June 16, 1999, between the Company
           and Fleet National Bank (the Rights Agent). (Incorporated by reference
           to Exhibit 4 to the Company's Current Report on Form 8-K dated as of
           June 16, 1999.)
  
           (b) First Amendment to Rights Agreement, dated as of December 4, 2000,
           between the Company and the Rights Agent. (Incorporated by reference to
           Exhibit 4(f) to the Company's Annual Report on Form 10-K for the Fiscal
           Year Ended December 31, 2000, File No. 1-6682.)
  
  5.1      Opinion of Ropes & Gray LLP.
  
  23.1     Consent of KPMG LLP.
  
  23.2     Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit
           5.1).
  
  24.1     Powers of Attorney (included on the signature page in Part II).
  
                                         -1-
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metadata_filer: {"company-data": {"conformed-name": "HASBRO INC", "cik": "0000046080", "assigned-sic": "3944", "irs-number": "050155090", "state-of-incorporation": "RI", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110002", "film-number": "03958363"}, "business-address": {"street1": "1027 NEWPORT AVE", "street2": "P O BOX 1059", "city": "PAWTUCKET", "state": "RI", "zip": "02861", "phone": "4014318697"}, "mail-address": {"street1": "200 NARRAGANSETT PARK DRIVE", "city": "PAWTUCKET", "state": "RI", "zip": "02862-0200"}, "former-company": [{"former-conformed-name": "HASBRO BRADLEY INC", "date-changed": "19850814"}, {"former-conformed-name": "HASBRO INDUSTRIES INC", "date-changed": "19840917"}, {"former-conformed-name": "HASSENFELD BROTHERS INC", "date-changed": "19720615"}]}
text: As filed with the Securities and Exchange Commission on October 27, 2003
                                                      Registration No. 333-_______
  ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                                    HASBRO, INC.
               (Exact name of registrant as specified in its charter)
  
            RHODE ISLAND                                            05-0155090
    (State or other jurisdiction                                 (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
                 1027 NEWPORT AVENUE, PAWTUCKET, RHODE ISLAND 02862
  
            (Address of principal executive offices, including zip code)
  
                              -------------------------
  
                HASBRO, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
                              (Full title of the plan)
  
                              -------------------------
  
                                    Barry Nagler
                      Senior Vice President and General Counsel
                                    Hasbro, Inc.
                                 1027 Newport Avenue
                            Pawtucket, Rhode Island 02862
                                   (401) 431-8697
  
   (Name, address and telephone number, including area code, of agent for service)
  
                              -------------------------
  
                    Please send copies of all communications to:
                               Keith F. Higgins, Esq.
                                  Ropes & Gray LLP
                               One International Place
                                  Boston, MA 02110
                                    617-951-7000
                              617-951-7050 (facsimile)
  CALCULATION OF REGISTRATION FEE
  Title of Each Class of        Amount to be       Proposed Maximum           Proposed Maximum           Amount of
  Securities to be Registered      Registered    Offering Price Per Share    Aggregate Offering Price   Registration Fee
  ----------------------------------------------------------------------------------------------------------------------
  Deferred Compensation           $ 10,000,000             100%                    $10,000,000              $809.00
     Obligations(1)
  (1)      The Deferred Compensation Obligations are general unsecured obligations
           of Hasbro, Inc. to pay deferred compensation in the future in
           accordance with the terms of the Hasbro, Inc. Nonqualified Deferred
           Compensation Plan.
  
  ================================================================================
  
                                         -2-
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Hasbro, Inc. (the "Registrant") hereby incorporates the following
  documents herein by reference:
  
           (a)      The Registrant's latest annual report on Form 10-K for the
                    fiscal year ended December 29, 2002, filed with the Securities
                    and Exchange Commission (the "Commission") pursuant to the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act"), on March 28, 2003.
  
           (b)      All other reports filed with the Commission pursuant to
                    Section 13(a) or 15(d) of the Exchange Act subsequent to
                    December 29, 2002.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated herein by reference from
  the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           With respect to the Hasbro, Inc. Nonqualified Deferred Compensation
  Plan (the "Plan"), the securities being registered represent obligations (the
  "Obligations") of the Registrant or its subsidiaries, if applicable, to pay to
  the participants (the "Participants") in the Plan upon their retirement,
  termination of employment with the Registrant or in such other circumstances
  specified under the Plan, salary and/or annual bonus, the receipt of which the
  Participants have elected to defer. The Obligations may also represent amounts
  that the Registrant or subsidiary is required to credit to a Participant's
  account under the Plan. Each Participant's account will be periodically adjusted
  to reflect hypothetical gains and losses based on a notional investment in one
  or more investment alternatives specified under the Plan. One such investment
  alternative is the Registrant's common stock, par value $0.50 per share, and
  others currently include an S&P 500 index fund and various portfolios of money
  market securities, debt securities and other types of securities. The Registrant
  or its subsidiaries, if applicable, may also make discretionary contributions to
  a Participant's account. The Obligations are payable in cash in a lump-sum
  distribution or in installments, as determined in accordance with the terms of
  the Plan.
  
           The Obligations are unsecured general obligations of the Registrant or
  other obligor and are merely an unfunded and unsecured promise to pay money in
  the future. Participants and their beneficiaries have no legal or equitable
  rights in any assets of the Registrant or any other obligor. The Obligations are
  not subject to sale, assignment, transfer, pledge, anticipation or mortgage and
  cannot otherwise be encumbered, transferred, alienated or conveyed in advance of
  payment, except that each Participant may designate one or more beneficiaries to
  receive benefits upon his or her death. In addition, prior to payment, the
  Obligations are not subject to seizure, attachment or garnishment for the
  payment of any debts owed by a Participant or any other person and are not
  transferable by operation of law in the event of a Participant's or any other
  person's bankruptcy or insolvency.
  
           There is no trading market for the Obligations. The Obligations are not
  convertible into any other security of the Registrant. On at least an annual
  basis, the Registrant or other obligor, if any, transfers assets to a trust
  established by the Registrant (in an amount determined by the Registrant or
  other obligor in its sole discretion) which serves as a source of funds from
  which Plan obligations may be satisfied.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                         -3-
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant is incorporated in Rhode Island. Under Section 7-1.1-4.1
  of the Rhode Island Business Corporation Act, a Rhode Island corporation has the
  power, under specified circumstances, to indemnify its officers, directors,
  employees and agents against judgments, penalties, fines, settlements and
  reasonable expenses, including attorneys' fees, actually incurred by them in
  connection with any proceeding to which these persons were made parties by
  reason of the fact that these persons are or were directors, officers, employees
  or agents, if:
  
       -   these persons shall have acted in good faith,
  
       -   they reasonably believed that their actions were in the best interests
           of the corporation, if the proceeding involves conduct in an official
           capacity with the corporation, or not opposed to the best interests of
           the corporation, if the proceeding involves conduct other than in an
           official capacity with the corporation, and
  
       -   in criminal proceedings, they had no reasonable cause to believe that
           their conduct was unlawful.
  
           The foregoing statement is subject to the detailed provisions of
  7-1.1-4.1 of the Rhode Island Business Corporation Act.
  
           Article X of the By-Laws of the Registrant provides that the Registrant
  shall indemnify its directors and officers to the full extent permitted by
  Section 7-1.1-4.1 of the Rhode Island Business Corporation Act.
  
           Section 7-1.1-48 of the Rhode Island Business Corporation Act provides
  that articles of incorporation may contain a provision eliminating or limiting
  the personal liability of a director to the corporation or its shareholders for
  monetary damages for breach of fiduciary duty as a director provided that the
  provision shall not eliminate or limit the liability of a director:
  
       -   for any breach of the director's duty of loyalty to the corporation or
           its shareholders,
  
       -   for acts or omissions not in good faith or which involve intentional
           misconduct or a knowing violation of law,
  
       -   under Section 7-1.1-43 of the Rhode Island Business Corporation Act,
           which relates to liability for unauthorized acquisitions or redemptions
           of, or dividends or distribution on, capital stock, or
  
       -   for any transaction from which the director derived an improper
           personal benefit, unless said transaction is permitted by Section
           7-1.1-37.1 of the Rhode Island Business Corporation Act, which relates
           to director conflicts of interest.
  
           Article Thirteenth of the Registrant's Articles of Incorporation
  contains such a provision.
  
           Section 7-1.1-4.1(j) of the Rhode Island Business Corporation Act
  empowers a Rhode Island corporation to purchase and maintain insurance on behalf
  of its current and prior directors, officers, employees and agents against any
  liability incurred or asserted against them as a result of their official
  capacities, whether or not the corporation would have the power to indemnify
  such person against the insured liability under the provisions of such Section.
  The Registrant has a directors and officers liability insurance policy.
  
           The Registrant has entered into an indemnification agreement with each
  of its directors, whereby the Registrant has agreed to indemnify each such
  director for amounts which the director is legally obligated to pay, including
  judgments, settlements of fines, including certain related expenses to be
  advanced by the Registrant, due to any actual or alleged breach of duty,
  neglect, error, misstatement, misleading statement or other act or omission by a
  director in his capacity as a director. This indemnification excludes claims:
  
       -   covered by the Registrant's directors and officers liability insurance
           policy,
  
       -   for which the director is otherwise indemnified or reimbursed,
  
       -   relating to certain judgments or adjudications under which the director
           is liable for breaches of duty of loyalty, acts or omissions not in
           good faith or involving intentional misconduct or involving knowing
           violations of law, actions or certain transactions from which the
           director derives an improper personal benefit,
  
                                         -4-
  -   relating to the director's liability for accounting for profits under
           Section 16 of the Securities Exchange Act of 1934, as amended,
  
       -   in respect of remuneration, if found unlawful, and
  
       -   as to which a final and non-appealable judgment has determined that
           payment to the director thereunder is unlawful.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Exhibit
  
           4.1      Hasbro, Inc. Amended and Restated Nonqualified Deferred
                    Compensation Plan.
  
           4.2      (a)      Restated Articles of Incorporation of the Company.
                    (Incorporated by reference to Exhibit 3.1 to the Company's
                    Quarterly Report on Form 10-Q for the period ended July 2,
                    2000, File No. 1-6682.)
  
                    (b)      Amendment to Articles of Incorporation, dated June
                    28, 2000. (Incorporated by reference to Exhibit 3.4 to the
                    Company's Quarterly Report on Form 10-Q for the period ended
                    July 2, 2000, File No. 1-6682.)
  
                    (c)      Amendment to Articles of Incorporation, dated May 19,
                    2003. (Incorporated by reference to Exhibit 3.3 to the
                    Company's Quarterly Report on Form 10-Q for the period ended
                    June 29, 2003, File No. 1-6682.)
  
                    (d)      Certificate of Designations of Series C Junior
                    Participating Preference Stock of Hasbro, Inc. dated June 29,
                    1999. (Incorporated by reference to Exhibit 3.2 to the
                    Company's Quarterly Report on Form 10-Q for the period ended
                    July 2, 2000, File No. 1-6682.)
  
                    (e)      Certificate of Vote(s) authorizing a decrease of
                    class or series of any class of shares. (Incorporated by
                    reference to Exhibit 3.3 to the Company's Quarterly Report on
                    Form 10-Q for the period ended July 2, 2000, File No.
                     1-6682.)
  
           4.3      Amended and Restated Bylaws of the Company, as amended.
                    (Incorporated by reference to Exhibit 3.4 to the Company's
                    Quarterly Report on Form 10-Q for the period ended June 29,
                    2003, File No. 1-6682.)
  
           4.4      (a)      Rights Agreement, dated as of June 16, 1999, between
                    the Company and Fleet National Bank (the Rights Agent).
                    (Incorporated by reference to Exhibit 4 to the Company's
                    Current Report on Form 8-K dated as of June 16, 1999.)
  
                    (b)      First Amendment to Rights Agreement, dated as of
                    December 4, 2000, between the Company and the Rights Agent.
                    (Incorporated by reference to Exhibit 4(f) to the Company's
                    Annual Report on Form 10-K for the Fiscal Year Ended December
                    31, 2000, File No. 1-6682.)
  
           5.1      Opinion of Ropes & Gray LLP.
  
           23.1     Consent of KPMG LLP.
  
                                         -5-
  23.2     Consent of Ropes & Gray LLP (included in the opinion filed as
                    Exhibit 5.1).
  
           24.1     Powers of Attorney (included on the signature page in Part
                    II).
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             Registration Statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933, as amended (the "Securities Act");
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high end of the estimated
                                      maximum offering range may be reflected in
                                      the form of a prospectus filed with the
                                      Commission pursuant to Rule 424(b) if, in
                                      the aggregate, the changes in volume and
                                      price represent no more than 20 percent
                                      change in the maximum aggregate offering
                                      price set forth in the "Calculation of
                                      Registration Fee" table in the effective
                                      registration statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in the Registration Statement;
  
                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    above shall not apply if the information required to be
                    included in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed with or furnished to the
                    Commission by the Registrant pursuant to Section 13 or 15(d)
                    of the Exchange Act that are incorporated by reference in the
                    Registration Statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Securities Act, each such post-effective
                             amendment shall be deemed to be a new registration
                             statement relating to the securities offered therein,
                             and the offering of such securities at that time
                             shall be deemed to be the initial bona fide offering
                             thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities
                    Act, each filing of the Registrant's annual report pursuant to
                    Section 13(a) or 15(d) of the Exchange Act (and, where
                    applicable, each filing of an employee benefit plan's annual
                    report pursuant to Section 15(d) of the Exchange Act) that is
                    incorporated by reference in the Registration Statement shall
                    be deemed to be a new Registration Statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
                                         -6-
  (c)      Insofar as indemnification for liabilities arising under the
                    Securities Act may be permitted to directors, officers and
                    controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Commission such
                    indemnification is against public policy as expressed in the
                    Securities Act and is, therefore, unenforceable. In the event
                    that a claim for indemnification against such liabilities
                    (other than the payment by the Registrant of expenses incurred
                    or paid by a director, officer or controlling person of the
                    Registrant in the successful defense of any action, suit or
                    proceeding) is asserted by such director, officer or
                    controlling person in connection with the securities being
                    registered, the Registrant will, unless in the opinion of its
                    counsel the matter has been settled by controlling precedent,
                    submit to a court of appropriate jurisdiction the question
                    whether such indemnification by it is against public policy as
                    expressed in the Securities Act and will be governed by the
                    final adjudication of such issue.
  
                                         -7-
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Pawtucket, State of Rhode Island, on this 27th
  day of October, 2003.
  
                                              HASBRO, INC.
  
                                              By: /s/ David D. R. Hargreaves
                                                  --------------------------------
                                                  Name: David D. R. Hargreaves
                                                  Title: Senior Vice President and
                                                         Chief Financial Officer
  
                                         -8-
  POWER OF ATTORNEY
  
           Each person whose signature appears below constitutes and appoints
  David D. R. Hargreaves, Barry Nagler and Tarrant L. Sibley, and each of them
  singly, his or her true and lawful attorney-in-fact and agent with full power of
  substitution and resubstitution, for him or her and in his or her name, place
  and stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement on Form S-8 to be
  filed by Hasbro, Inc., and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents full power and
  authority to be done in and about the premises, as fully to all intents and
  purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or their substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
                                       * * * *
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  Signature                                       Title                                Date
                 ---------                                       -----                                ----
  /s/ Alfred J. Verrecchia                  President, Chief Executive Officer and Director     October 27, 2003
  ---------------------------------------   (Principal Executive Officer)
  Alfred J. Verrecchia
  
  /s/ David D. R. Hargreaves                Senior Vice President and Chief Financial Officer   October 27, 2003
  ---------------------------------------   (Principal Financial and Accounting Officer)
  David D. R. Hargreaves
  
  /s/ Alan G. Hassenfeld                    Chairman of the Board                               October 27, 2003
  ---------------------------------------
  Alan G. Hassenfeld
  
  /s/ Basil L. Anderson                     Director                                            October 27, 2003
  ---------------------------------------
  Basil L. Anderson
  
  /s/ Alan R. Batkin                        Director                                            October 27, 2003
  ---------------------------------------
  Alan R. Batkin
  
  /s/ Frank J. Biondi, Jr.                  Director                                            October 27, 2003
  ---------------------------------------
  Frank J. Biondi, Jr.
  
  /s/ E. Gordon Gee                         Director                                            October 27, 2003
  ---------------------------------------
  E. Gordon Gee
  -9-
  /s/ Jack M. Greenberg                     Director                                            October 27, 2003
  ---------------------------------------
  Jack M. Greenberg
  
  /s/ Claudine B. Malone                    Director                                            October 27, 2003
  ---------------------------------------
  Claudine B. Malone
  
  /s/ Edward M. Philip                      Director                                            October 27, 2003
  ---------------------------------------
  Edward M. Philip
  
  /s/ E. John Rosenwald, Jr.                Director                                            October 27, 2003
  ---------------------------------------
  E. John Rosenwald, Jr.
  
  /s/ Eli J. Segal                          Director                                            October 27, 2003
  ---------------------------------------
  Eli J. Segal
  
  /s/ Carl Spielvogel                       Director                                            October 27, 2003
  ---------------------------------------
  Carl Spielvogel
  
  /s/ Paula Stern                           Director                                            October 27, 2003
  ---------------------------------------
  Paula Stern
  -10-
  EXHIBIT INDEX
  
  4.1      Hasbro, Inc. Amended and Restated Nonqualified Deferred Compensation
           Plan.
  
  4.2      (a) Restated Articles of Incorporation of the Company. (Incorporated by
           reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
           for the period ended July 2, 2000, File No. 1-6682.)
  
           (b) Amendment to Articles of Incorporation, dated June 28, 2000.
           (Incorporated by reference to Exhibit 3.4 to the Company's Quarterly
           Report on Form 10-Q for the period ended July 2, 2000, File No.
           1-6682.)
  
           (c) Amendment to Articles of Incorporation, dated May 19, 2003.
           (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly
           Report on Form 10-Q for the period ended June 29, 2003, File No.
           1-6682.)
  
           (d) Certificate of Designations of Series C Junior Participating
           Preference Stock of Hasbro, Inc. dated June 29, 1999. (Incorporated by
           reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
           for the period ended July 2, 2000, File No. 1-6682.)
  
           (e) Certificate of Vote(s) authorizing a decrease of class or series of
           any class of shares. (Incorporated by reference to Exhibit 3.3 to the
           Company's Quarterly Report on Form 10-Q for the period ended July 2,
           2000, File No. 1-6682.)
  
  4.3      Amended and Restated Bylaws of the Company, as amended. (Incorporated
           by reference to Exhibit 3.4 to the Company's Quarterly Report on Form
           10-Q for the period ended June 29, 2003, File No. 1-6682.)
  
  4.4      (a) Rights Agreement, dated as of June 16, 1999, between the Company
           and Fleet National Bank (the Rights Agent). (Incorporated by reference
           to Exhibit 4 to the Company's Current Report on Form 8-K dated as of
           June 16, 1999.)
  
           (b) First Amendment to Rights Agreement, dated as of December 4, 2000,
           between the Company and the Rights Agent. (Incorporated by reference to
           Exhibit 4(f) to the Company's Annual Report on Form 10-K for the Fiscal
           Year Ended December 31, 2000, File No. 1-6682.)
  
  5.1      Opinion of Ropes & Gray LLP.
  
  23.1     Consent of KPMG LLP.
  
  23.2     Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit
           5.1).
  
  24.1     Powers of Attorney (included on the signature page in Part II).
  
                                         -1-