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):      October 23, 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 October 23, 2006, we announced our financial results for the
        fiscal quarter ended October 1, 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 and diluted earnings per share 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 and
        diluted earnings per share is appropriate in order to provide a
        comparison to 2006 segment operating results and diluted earnings
        per share on a consistent basis.

        This press release further discusses diluted earnings per share for the
        third quarter of 2006 excluding the impact of the mark to market
        adjustment for the Lucas warrants. Management believes that the
        presentation of diluted earnings per share absent the impact of the
        Lucas warrant mark to market adjustment is helpful to an investor's
        understanding of the results of the Company's underlying operations and
        business as the mark to market adjustment is primarily based on changes
        in the Company's stock price which are beyond the control of

        Finally, this press release includes discussion of the Company's net
        revenue results absent the sale of Star Wars related products.  Star
        Wars was an extraordinarily successful brand for the Company in 2005,
        based significantly on the release of Episode III: Revenge of the Sith
        in 2005.  An examination of the performance of the Company's remaining
        business assists investors in understanding the results of the Company
        in growing its other brands as part of an ongoing effort to make the
        Company's performance more consistent over time, including in years
        when the Company does not sell as much major film-related product.

        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 October 23, 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: October 23, 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 October 23, 2006

                                 Exhibit Index

  No.                              Exhibits
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99           Press Release, dated October 23, 2006, of Hasbro, Inc.