WASHINGTON, D.C.  20549

                                FORM 8-K

                             CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):      July 24, 2006

                              HASBRO, INC.
         (Exact name of registrant as specified in its charter)

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

1027 NEWPORT AVE., PAWTUCKET, RHODE ISLAND                   02862
------------------------------------------             -------------------
 (Address of Principal Executive Offices)                  (Zip Code)

                             (401) 431-8697
           (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition.

        On July 24, 2006, we announced our financial results for the fiscal
        quarter ended July 2, 2006, and certain other information. The press
        release, which has been attached as Exhibit 99, discloses a
        financial measure, Earnings before Interest, Taxes, Depreciation and
        Amortization ("EBITDA"), that is considered a non-GAAP financial
        measure as defined under SEC rules. Generally, a non-GAAP financial
        measure is a numerical measure of a company's performance, financial
        position, or cash flows that either excludes or includes amounts
        that are not normally excluded or included in the most directly
        comparable measure calculated and presented in accordance with
        generally accepted accounting principles. Management believes that
        EBITDA is one of the appropriate measures for evaluating our
        operating performance, because it reflects the resources available
        for strategic opportunities including, among others, to invest in
        the business, strengthen the balance sheet and make strategic
        acquisitions. However, this measure should be considered in addition
        to, and not as a substitute for, or superior to, net earnings or
        other measures of financial performance prepared in accordance with
        generally accepted accounting principles as more fully discussed in
        our financial statements and filings with the SEC. The EBITDA
        measures included in our press release have been reconciled to the
        most directly comparable GAAP measures as is required under SEC
        rules regarding the use of non-GAAP financial measures.

        This press release also includes the Company's 2005 segment
        operating profit (loss) adjusted for the impact of stock-based
        compensation as disclosed under Statement of Financial Accounting
        Standards No. 123.  Management believes that the presentation of
        adjusted 2005 segment operating profit (loss) is appropriate in
        order to provide a comparison to 2006 segment operating results on a
        consistent basis.

        As used herein, "GAAP" refers to accounting principles generally
        accepted in the United States of America.

Item 9.01.    Financial Statements and Exhibits.

      (c) Exhibits

          99  Press Release, dated July 24, 2006, 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 hereunto duly authorized.

                                             HASBRO, INC.

Date: July 24, 2006                     By:  /s/ David D.R. Hargreaves
                                              David D. R. Hargreaves

                                              Senior Vice President and
                                              Chief Financial Officer
                                              (Duly Authorized Officer and
                                              Principal Financial Officer)

                                  HASBRO, INC.
                           Current Report on Form 8-K
                             Dated July 24, 2006

                                 Exhibit Index

  No.                              Exhibits
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99           Press Release, dated July 24, 2006, of Hasbro, Inc.