SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March 30,~~June 29, 2003

Commission file number 1-6682

HASBRO, INC.

(Exact Name of Registrant, As Specified in its Charter)

Rhode Island	05-0155090
(State of Incorporation)	(I.R.S. Employer Identification No.)

1027 Newport Avenue, Pawtucket, Rhode Island 02862

(Address of Principal Executive Offices, Including Zip Code)

(401) 431-8697

(Registrant's Phone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by

Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months

(or for such shorter period that the registrant was required to file such reports) and

(2) has been subject to such filing requirements for the past 90 days.

Yes X or No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X or No

The number of shares of Common Stock, par value $.50 per share, outstanding as of ~~April 30,~~July 27, 2003 was ~~173,213,009.~~173,713,556.

PART I. FINANCIAL INFORMATION

ITEM 1.1: Financial Statements

HASBRO, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Thousands of Dollars Except Share Data)

				(Unaudited)				(Unaudited)
				March 30,	March 31,	Dec. 29,		June 29,	June 30,	Dec. 29,
		Assets		2003	2002
Assets								2003	2002	2002
				--------	--------			---------	---------	---------
Current assets	Current assets
Cash and cash equivalents							$	172,577	57,057	495,372
Accounts receivable, less allowance
for doubtful accounts of $54,500,
$50,500 and $50,700								485,108	479,443	555,144
Inventories:
Finished products								250,058	250,660	173,168
Work in process								9,772	13,405	6,131
Raw materials								13,973	15,808	10,845
		Cash and cash equivalents		$ 310,526	355,112	495,372		--------------	--------------	--------------
Total inventories								273,803	279,873	190,144
		Accounts receivable, less allowance
Deferred income taxes								111,604	99,078	109,839
Prepaid expenses								123,313	191,841	81,125
			for doubtful accounts of $52,000,					--------------	--------------	--------------
Total current assets								1,166,405	1,107,292	1,431,624
			$47,900 and $50,700	286,576	287,379	555,144
		Inventories:
			Finished products	203,680	198,134	173,168
			Work in process	8,103	16,518	6,131
			Raw materials	10,513	17,518	10,845
				-------------	-------------
		Total inventories		222,296	232,170	190,144

		Deferred income taxes		110,145	106,106	109,839
		Prepaid expenses		118,155	217,642	81,125
				-------------	-------------
			Total current assets	1,047,698	1,198,409	1,431,624

	Property, plant and equipment, net			210,264	227,086	213,499
Property, plant and equipment, net								211,960	228,588	213,499
				-------------	-------------	-------------		--------------	--------------	--------------

Other assets	Other assets
Goodwill								461,967	465,212	460,993
Other intangibles, less accumulated
amortization of $405,200, $322,600
and $373,500								753,501	763,364	715,736
Other								310,394	320,321	321,029
								--------------	--------------	--------------
Total other assets								1,525,862	1,548,897	1,497,758
		Goodwill		460,888	463,977	460,993		--------------	--------------	--------------
		Other intangibles, less accumulated amortization
Total assets							$	2,904,227	2,884,777	3,142,881
			of $386,537, $307,855 and $373,493	767,581	780,822	715,736		========	========	========
		Other		317,575	218,522	321,029
				-------------	-------------
			Total other assets	1,546,044	1,463,321	1,497,758
				-------------	-------------

			Total assets	$2,804,006	2,888,816	3,142,881
				========	========

(continued)

HASBRO, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (continued)

(Thousands of Dollars Except Share Data)

(Unaudited)

March 30,
March 31,
Dec. 29,

Liabilities and Shareholders' Equity
2003
2002
2002

--------
--------
--------
Current liabilities

Short-term borrowings
$ 18,014
33,728
21,051

Current installments of long-term debt
1,121
327,167
201,841
Accounts payable

111,883
93,547
166,316
Accrued liabilities

420,524
419,821
577,642

-------------
-------------
-------------

Total current liabilities
551,542
874,263
966,850

Long-term debt

856,936
840,399
857,274

Deferred liabilities

133,165
94,567
127,391

-------------
-------------
-------------

Total liabilities
1,541,643
1,809,229
1,951,515

-------------
-------------
-------------
Shareholders' equity

Preference stock of $2.50 par

value. Authorized 5,000,000

shares; none issued
-
-
-

Common stock of $.50 par value.

Authorized 600,000,000 shares;

issued 209,694,630 at March 30, 2003,

March 31, 2002 and December 29, 2002
104,847
104,847
104,847

Additional paid-in capital

524,742
455,824
458,130

Deferred compensation

(258)
(2,572)
(613)

Retained earnings

1,426,895
1,354,420
1,430,950

Accumulated other comprehensive earnings
(38,525)
(75,258)
(46,814)

Treasury stock, at cost, 36,597,585 at

March 30, 2003, 36,611,811 at March 31,

2002 and 36,525,120 shares at

December 29, 2002
(755,338)
(757,674)
(755,134)

-------------
-------------
-------------

Total shareholders' equity
1,262,363
1,079,587
1,191,366

-------------
-------------
-------------

Total liabilities and shareholders' equity
$2,804,006
2,888,816
3,142,881

========
========
========

				(Unaudited)
				June 29,		June 30,		Dec. 29,
Liabilities and Shareholders' Equity				2003		2002		2002
				---------		---------		---------
Current liabilities
Short-term borrowings			$	16,815		17,066		21,051
Current installments of long-term debt				1,201		277,928		201,841
Accounts payable				153,741		124,127		166,316
Accrued liabilities				424,034		429,081		577,642
				--------------		--------------		--------------
		Total current liabilities		595,791		848,202		966,850

Long-term debt, excluding current installments				861,280		846,361		857,274
Deferred liabilities				137,294		98,185		127,391
				--------------		--------------		--------------
		Total liabilities		1,594,365		1,792,748		1,951,515
				--------------		--------------		--------------
Shareholders' equity
Preference stock of $2.50 par
	value. Authorized 5,000,000
	shares; none issued			-		-		-
Common stock of $.50 par value.
	Authorized 600,000,000 shares;
	issued 209,694,630 at June 29, 2003,
	June 30, 2002 and December 29, 2002			104,847		104,847		104,847
Additional paid-in capital				523,805		459,184		458,130
Deferred compensation				(257	)	(1,836	)	(613	)
Retained earnings				1,433,099		1,323,336		1,430,950
Accumulated other comprehensive earnings				(10,228	)	(37,563	)	(46,814	)
Treasury stock, at cost; 36,008,341 at
	June 29, 2003, 36,550,420 at June 30,
	2002 and 36,525,120 shares at December
	29, 2002			(741,404	)	(755,939	)	(755,134	)
				--------------		--------------		--------------
		Total shareholders' equity		1,309,862		1,092,029		1,191,366
				--------------		--------------		--------------

		Total liabilities and shareholders' equity	$	2,904,227		2,884,777		3,142,881
				========		========		========

See accompanying condensed notes to consolidated financial statements.

HASBRO, INC. AND SUBSIDIARIES	HASBRO, INC. AND SUBSIDIARIES					HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Operations	Consolidated Statements of Operations					Consolidated Statements of Operations

(Thousands of Dollars Except Per Share Data)	(Thousands of Dollars Except Per Share Data)					(Thousands of Dollars Except Per Share Data)
(Unaudited)	(Unaudited)					(Unaudited)
			Quarter Ended
			--------------------
			March 30,		March 31,			Quarter Ended				Six Months Ended
			2003		2002			--------------------				-------------------------
			--------		--------			June 29, 2003 - --------		June 30, 2002 - --------		June 29, 2003 - ---------	June 30, 2002 - ---------
Net revenues	Net revenues		$461,768	452,267		Net revenues		$	581,469	545,990		1,043,237	998,257
Cost of sales	Cost of sales		172,237	166,414		Cost of sales			230,807	196,165		403,044	362,579
			------------	------------					------------	------------		-------------	-------------
Gross profit	Gross profit		289,531	285,853		Gross profit			350,662	349,825		640,193	635,678
			------------	------------					------------	------------		-------------	-------------
Expenses	Expenses					Expenses
	Amortization		16,178	21,449		Amortization			18,410	22,766		34,588	44,215
	Royalties		33,820	51,456		Royalties			52,650	65,712		86,470	117,168
	Research and product development		30,500	33,213		Research and product development			33,105	36,770		63,605	69,983
	Advertising		53,178	46,889		Advertising			67,686	58,507		120,864	105,396
	Selling, distribution and administration		139,899	139,191		Selling, distribution and administration			150,420	152,069		290,319	291,260
			------------	------------					------------	-------------		-------------	--------------
		Total expenses	273,575	292,198			Total expenses		322,271	335,824		595,846	628,022
			------------	------------					------------	-------------		-------------	--------------
Operating profit (loss)			15,956	(6,345)
Operating profit						Operating profit			28,391	14,001		44,347	7,656
			------------	------------					------------	-------------		-------------	--------------
Nonoperating (income) expense	Nonoperating (income) expense					Nonoperating (income) expense
	Interest expense		15,022	19,542		Interest expense			11,974	18,317		26,996	37,859
	Other (income) expense, net		(695)	(2,835)		Other (income) expense, net			777	30,667		82	27,832
			------------	------------					------------	-------------		-------------	--------------
		Total nonoperating (income) expense	14,327	16,707			Total nonoperating (income) expense		12,751	48,984		27,078	65,691
			------------	------------					------------	-------------		-------------	--------------
Earnings (loss) before income taxes and	Earnings (loss) before income taxes and					Earnings (loss) before income taxes and
	cumulative effect of accounting change		1,629	(23,052)		cumulative effect of accounting change			15,640	(34,983	)	17,269	(58,035	)
Income taxes	Income taxes		440	(5,994)		Income taxes			4,223	(9,095	)	4,663	(15,089	)
			------------	------------					------------	-------------		-------------	--------------
Earnings (loss) before cumulative effect
Net earnings (loss) before cumulative						Net earnings (loss) before cumulative
	of accounting change		1,189	(17,058)		effect of accounting change			11,417	(25,888	)	12,606	(42,946	)
Cumulative effect of accounting change, net of tax			-	(245,732)
Cumulative effect of accounting change,						Cumulative effect of accounting change,
						net of tax			-	-		-	(245,732	)
			------------	------------					------------	-------------		-------------	--------------
Net earnings (loss)	Net earnings (loss)		$ 1,189	(262,790)		Net earnings (loss)		$	11,417	(25,888	)	12,606	(288,678	)
			=======	=======					=======	=======		=======	========

(continued)

(continued)

HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (continued)

(Thousands of Dollars Except Per Share Data)
(Unaudited)


				Quarter Ended				Six Months Ended
				--------------------				-------------------------
				June 29, 2003 - --------		June 30, 2002 - --------		June 29, 2003 - ---------	June 30, 2002 - ---------
Per common share
	Earnings (loss) before cumulative
	effect of accounting change
		Basic		$	.07	(0.15	)	.07	(0.25	)
					=======	=======		=======	=======
		Diluted		$	.06	(0.15	)	.07	(0.25	)
					=======	=======		=======	========
	Cumulative effect of accounting
	change, net of tax			$	-	-		-	(1.42	)
					=======	=======		=======	========
	Net earnings (loss)
		Basic		$	.07	(0.15	)	.07	(1.67	)
					=======	=======		=======	=======
		Diluted		$	.06	(0.15	)	.07	(1.67	)
					=======	=======		=======	========

	Cash dividends declared		$		.03	.03		.06	.06
					=======	=======		=======	========

HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (continued)

(Thousands of Dollars Except Per Share Data)
(Unaudited)

Quarter Ended

--------------------

March 30,
March 31,

2003
2002

--------
--------
Basic and diluted per common share

Earnings (loss) before cumulative effect of

accounting change

$        .01
(.10)

Cumulative effect of accounting change

-
(1.42)

------------
------------

Net earnings (loss)

$        .01
(1.52)

=======
=======
Cash dividends declared per common share

$        .03
.03

=======
=======

See accompanying condensed notes to consolidated financial statements.

HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Quarters Ended March 30, 2003 and March 31, 2002

(Thousands of Dollars)
(Unaudited)

2003
2002

------
------
Cash flows from operating activities

Net earnings (loss)

$ 1,189
(262,790)
Adjustments to reconcile net earnings (loss) to net

cash provided by operating activities:

Cumulative effect of accounting change, net of tax
-
245,732

Depreciation and amortization of plant and equipment
14,569
16,950

Other amortization
16,178
21,449

Deferred income taxes
3,711
8,736

Compensation earned under restricted stock plans
(14)
537

Change in operating assets and liabilities (other

than cash and cash equivalents):

Decrease in accounts receivable
273,581
282,100

Increase in inventories
(30,362)
(15,887)

(Increase) decrease in prepaid expenses
(35,979)
31,256

Decrease in accounts payable and accrued liabilities
(209,476)
(194,032)

Other
3,110
3,829

------------
------------

Net cash provided by operating activities
36,507
137,880

------------
------------
Cash flows from investing activities

Additions to property, plant and equipment

(9,228)
(10,270)
Investments and acquisitions, net of cash acquired

-
(2,419)

Other

(5,389)
(2,596)

------------
------------

Net cash utilized by investing activities
(14,617)
(15,285)

------------
------------
Cash flows from financing activities

Repayments of borrowings with original maturities

of more than three months

(200,288)
-
Net repayments of other short-term borrowings

(2,882)
(370)
Stock option transactions

224
1,028
Dividends paid

(5,195)
(5,189)

------------
------------

Net cash utilized by financing activities
(208,141)
(4,531)

------------
------------
Effect of exchange rate changes on cash

1,405
3,953

------------
------------

(Decrease) increase in cash and cash equivalents
(184,846)
122,017
Cash and cash equivalents at beginning of year

495,372
233,095

------------
------------

Cash and cash equivalents at end of period
$ 310,526
355,112

=======
=======

~~HASBRO, INC. AND SUBSIDIARIES~~

~~Consolidated Statements of Cash Flows (continued)~~

~~Quarters Ended March 30, 2003 and March 31, 2002~~

~~(Thousands of Dollars)~~

~~(Unaudited)~~

2003
2002

-------
------
Supplemental information

Cash paid (received) during the period for:

Interest

$ 26,002
31,309

Income taxes

$ 7,650
(45,906)

See accompanying condensed notes to consolidated financial statements.

See accompanying condensed notes to consolidated financial statements.

HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended June 29, 2003 and June 30, 2002

(Thousands of Dollars)
(Unaudited)
						2003		2002
						-------		-------
Cash flows from operating activities
	Net earnings (loss)				$	12,606		(288,678	)
	Adjustments to reconcile net earnings to net cash
	provided (utilized) by operating activities:
		Cumulative effect of accounting change, net of tax				-		245,732
		Depreciation and amortization of plant and equipment				35,366		40,258
		Other amortization				34,588		44,215
		Loss on impairment of investment				-		38,633
		Deferred income taxes				14,497		7,208
		Compensation earned under restricted stock programs				(14	)	818
	Change in operating assets and liabilities (other
		than cash and cash equivalents):
		Decrease in accounts receivable				82,063		103,156
		Increase in inventories				(75,497	)	(53,717	)
		(Increase) decrease in prepaid expenses				(31,038	)	62,731
		Decrease in accounts payable and accrued liabilities				(167,711	)	(163,271	)
		Other, including long-term advances				6,842		(113,988	)
						------------		------------
				Net cash utilized by operating activities		(88,298	)	(76,903	)
						------------		------------
Cash flows from investing activities
		Additions to property, plant and equipment				(26,417	)	(25,550	)
		Investments and acquisitions, net of cash acquired				-		(7,419	)
		Other				(5,501	)	855
						------------		------------
				Net cash utilized by investing activities		(31,918	)	(32,114	)
						------------		------------
Cash flows from financing activities
		Repayments of borrowings with original maturities
			of more than three months			(200,288	)	(50,000	)
		Net repayments of other short-term borrowings				(4,562	)	(16,897	)
		Stock option transactions				8,995		2,591
		Dividends paid				(10,392	)	(10,383	)
						------------		------------
				Net cash utilized by financing activities		(206,247	)	(74,689	)
						------------		------------
Effect of exchange rate changes on cash						3,668		7,668
						------------		------------
				Decrease in cash and cash equivalents		(322,795	)	(176,038	)
Cash and cash equivalents at beginning of year						495,372		233,095
						------------		------------
				Cash and cash equivalents at end of period	$	172,577		57,057
						=======		=======

HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
Six Months Ended June 29, 2003 and June 30, 2002

(Thousands of Dollars)
(Unaudited)


		2003	2002
		-------	-------
Supplemental information
Cash paid (received) during the period for:
Interest	$32,676		39,552
Income taxes	$13,688		(50,402	)

See accompanying condensed notes to consolidated financial statements.

HASBRO, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Earnings

(Thousands of Dollars)
(Unaudited)


	Quarter Ended					Six Months Ended
	------------------					------------------
	June 29, 2003 - -------		June 30, 2002 - -------			June 29, 2003 - -------	June 30, 2002 - -------
Net earnings (loss)	$	11,417		(25,888	)	12,606	(288,678	)
Other comprehensive earnings		28,297		37,695		36,586	30,835
		----------		----------		----------	----------
Total comprehensive earnings (loss)	$	39,714		11,807		49,192	(257,843	)
		======		======		======	======

See accompanying condensed notes to consolidated financial statements.

~~HASBRO, INC. AND SUBSIDIARIES~~

~~Consolidated Statements of Comprehensive Earnings~~

~~(Thousands of Dollars)~~

~~(Unaudited)~~

Quarter Ended

--------------------

March 30,
March 31,

2003
2002

--------
--------
Net earnings (loss)

$ 1,189
(262,790)
Other comprehensive earnings (loss)

8,289
(6,860)

------------
------------
Total comprehensive earnings (loss)

$ 9,478
(269,650)

=======
=======

See accompanying condensed notes to consolidated financial statements.

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

(1) In the opinion of management and subject to year-end audit, the accompanying unaudited interim financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of ~~March 30,~~June 29, 2003 and ~~March 31,~~June 30, 2002, and the results of its operations and cash flows for the periods then ended in accordance with ~~U.S. GAAP.~~United States generally accepted accounting principles.

The ~~quarters~~quarterly and year to date periods ended ~~March 30,~~June 29, 2003 and ~~March 31,~~June 30, 2002 are ~~thirteen week periods.~~13-week and 26-week periods, respectively.

The results of operations for the ~~quarter~~six months ended ~~March 30,~~June 29, 2003 are not necessarily indicative of results to be expected for the full year.

These condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The ~~consolidated balance sheet and statement of operations~~Company filed audited financial statements for the ~~period~~year ended ~~March 31,~~December 29, 2002 ~~have been restated to reflect~~in its annual report on Form 10-K, which includes all such information and disclosures, and accordingly, should be read in conjunction with the ~~adoption of Statement of Financial Accounting Standards No. 142 at the beginning of 2002. (See note 4.)~~financial information included herein.

Hasbro uses the intrinsic-value method of accounting for stock options granted to employees. As required by the Company's existing stock plans, stock options are granted at, or above, the fair market value of the Company's stock, and, accordingly, no compensation expense is recognized for these grants in the Consolidated Statements of Operations. The Company records compensation expense related to other stock-based awards, such as restricted stock grants, over the period the award vests, typically three years. Had compensation expense been recorded under the fair value method as set forth in the provisions of Statement of Financial Accounting Standards No. 123 for stock options awarded, the impact on the Company's net earnings (loss) and net earnings (loss) per share for the fiscal quarters and six months ended ~~March 30,~~June 29, 2003 and ~~March 31,~~June 30, 2002 would have been:

				Quarter Ended						Six Months Ended
		2003	2002	------------------						------------------
		-------		June 29, 2003 - -------			June 30, 2002 - -------			June 29, 2003 - -------			June 30, 2002 - -------
Reported net earnings (loss)	Reported net earnings (loss)	$ 1,189	(262,790)	$	11,417			(25,888	)		12,606			(288,678	)
Pro forma compensation expense, net of tax	Pro forma compensation expense, net of tax	(3,175)	(3,578)		(3,120	)		(4,946	)		(6,295	)		(8,524	)
		------------			----------			----------			----------			----------
Pro forma net loss		$ (1,986)	(266,368)
Pro forma net earnings (loss)					8,297			(30,834	)		6,311			(297,202	)
		=======			======			======			======			======

Pro forma net earnings (loss) per share
	Basic and diluted	$ (.01)	(1.54)
		=======

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

		Quarter Ended					Six Months Ended
		------------------					------------------
		June 29, 2003 - -------		June 30, 2002 - -------			June 29, 2003 - -------		June 30, 2002 - -------
Reported earnings (loss) per share
	Basic		.07		(.15	)		.07		(1.67	)
			======		======			======		======
	Diluted		.06		(.15	)		.07		(1.67	)
			======		======			======		======

Pro forma net earnings (loss) per share
	Basic and diluted		.05		(.18	)		.04		(1.72	)
			======		======			======		======

(2) Earnings per share data for the ~~fiscal~~ quarters and six months ended ~~March 30,~~June 29, 2003 and ~~March 31,~~June 30, 2002 were computed as follows:

		2003 - -----------------		2002 - -----------------
Quarter - ----------		Basic - -------	Diluted - -------	Basic - -------		Diluted - ----------
Earnings (loss) before cumulative
effect of accounting change	$	11,417	11,417	(25,888	)	(25,888	)
		======	=======	======		======

Average shares outstanding		173,327	173,327	172,723		172,723
Effect of dilutive securities:
Options		-	1,119	-		-
Warrants		-	6,449	-		-
		-----------	------------	-----------		-----------
Equivalent shares		173,327	180,895	172,723		172,723
		======	=======	======		======
Earnings (loss) per share before
cumulative effect of accounting change	$	.07	.06	(.15	)	(.15	)
		======	=======	======		======

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

		2003		2002			2003 - -----------------		2002 - -----------------
		-----------------
		Basic	Diluted	Basic	Diluted
		-------
Six Months							Basic	Diluted	Basic		Diluted
----------------							---------	---------	--------		---------
Earnings (loss) before cumulative	Earnings (loss) before cumulative
	effect of accounting change	$ 1,189	1,189	(17,058)
effect of accounting change						$	12,606	12,606	(42,946	)	(42,946	)
		=======					======	=======	======		=======

Average shares outstanding	Average shares outstanding	172,918		172,594			173,122	173,122	172,659		172,659
Effect of dilutive securities:	Effect of dilutive securities:
	Options	-	480	-
	Warrants	-	5,291	-
Options							-	800	-		-
Warrants							-	5,870	-		-
		------------					-----------	------------	-----------		------------
Equivalent shares	Equivalent shares	172,918	178,689	172,594			173,122	179,792	172,659		172,659
		=======					======	=======	======		=======
Earnings (loss) per share before
cumulative effect of accounting change						$	.07	.07	(.25	)	(.25	)
							======	=======	======		=======
Earnings (loss) per share before
	cumulative effect of accounting
	change	$ .01	.01	(.10)
		=======

Options and warrants to acquire shares totaling ~~19,337~~11,188 at ~~March 30,~~June 29, 2003 and ~~36,409~~40,800 at ~~March 31,~~June 30, 2002, were excluded from the calculation of diluted earnings per share because to include them would have been antidilutive. The Company also has ~~contingent~~ convertible debt under which potentially issuable shares were not included as the contingency features were not met. If the contingent conversion features are met, the impact of conversion of the debentures will result in an additional 11,574 shares ~~would be~~being included in the calculation of diluted earnings per share, to the extent those shares would be dilutive.

(3) Other comprehensive earnings (loss) for the ~~quarters~~quarter and six months ended ~~March 30,~~June 29, 2003 and ~~March 31,~~June 30, 2002 consist of the following:

2003
2002
------
------
Foreign currency translation adjustments
$ 10,368
(6,135)
Changes in value of available-for-sale securities, net of tax
(931)
(1,417)
(Loss) gain on cash flow hedging activities, net of tax
(2,546)
943
Reclassifications to income
1,398
(251)
----------
----------
$ 8,289
(6,860)
======
======

		Quarter Ended				Six Months Ended
		June 29,		June 30,		June 29,		June 30,
		2003		2002		2003		2002
		---------		---------		---------		---------
Foreign currency translation adjustments	$	24,432		34,526		34,800		28,391
Changes in value of available-for-sale securities, net of tax		7,067		(16,367	)	6,136		(17,784	)
Gains (losses) on cash flow hedging activities, net of tax		(4,711	)	(7,620	)	(7,257	)	(6,677	)
Reclassifications to income		1,509		27,156		2,907		26,905
		----------		----------		----------		----------
	$	28,297		37,695		36,586		30,835
		======		======		======		======

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

Reclassification adjustments from other comprehensive earnings to earnings of ~~$1,398~~$1,509 and ~~$(251)~~$2,907 for the ~~quarters~~quarter and six months ended ~~March 30,~~June 29, 2003, ~~and March 31, 2002,~~ respectively, represent net losses ~~(gains)~~ on cash flow hedging derivatives for which the related transaction has impacted earnings and was reflected in cost of sales. ~~These~~The losses ~~(gains) were net of losses (gains)~~ on cash flow ~~hedges~~hedging derivatives for the six months ended June 29, 2003 are net of gains on cash flows reclassified to earnings as the result of hedge ineffectiveness of ~~$(1) and $4~~$1. Reclassification adjustments from other comprehensive earnings to earnings for the ~~quarters~~quarter ended ~~March~~June 30, ~~2003~~2002 are comprised primarily of an impairment charge relating to an other than temporary decrease in the value of the Company's available-for-sale securities. The gains on cash flow hedging derivatives for the quarter and ~~March 31,~~six months ended June 30, 2002 ~~respectively.~~are net of losses on cash flows reclassified to earnings as the result of hedge ineffectiveness of $14 and $18 for the respective periods. The Company expects the ~~remaining~~remai ning deferred losses on derivative hedging instruments at ~~March 30,~~June 29, 2003 of ~~$5,944~~$9,146 in accumulated other comprehensive earnings to be reclassified to earnings within the next twelve months.

(4)Effective at the beginning of fiscal 2002, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). As a result of adopting this statement, the Company's goodwill and certain intangible assets are no longer amortized. The Company also evaluated its existing intangible assets and goodwill acquired in prior purchase business combinations and reassessed the useful lives and residual values of those intangible assets other than goodwill. As a result of this assessment, the lives of product rights totaling $75,700 obtained in the Company's acquisition of Milton Bradley in 1984 and Tonka in 1991 were adjusted to an indefinite life and tested for impairment in accordance with the provisions of SFAS 142. As a result, the accumulated amortization on these assets is excluded from the balance sheet disclosure of accumulated amortization of other intangible assets. No other reclassifications or adjustments of remaining useful ~~lives~~l ives were made as a result of this assessment.

SFAS 142 required the Company, within six months of the date of adoption, to perform an assessment of whether there was an indication that goodwill was impaired as of the date of adoption. This initial assessment was completed during the second quarter of 2002. As part of this assessment, the Company allocated goodwill and other Corporate assets and liabilities to its various reporting units. It then compared the carrying values of its reporting units to the fair values of those reporting units. The fair values of the reporting units were calculated using an income approach, which looks to the present value of expected future cash flows. These values were compared in total with the fair value of the business based on market capitalization at the date of testing. Based on the result of this assessment, the Company recorded a one-time transitional charge of $245,732, net of tax, resulting from the impairment of goodwill relating to the U.S. Toys reporting unit primarily as the result of the change in goodwi ll impairment criteria from an undiscounted to a discounted cash flow method. This transitional charge was recorded as a cumulative effect of a change in accounting principle and, in accordance with the statement, recorded retroactively to the first quarter. The first quarter of 2002 ~~has been~~was restated to reflect this application. The Company performs its annual impairment test in the fourth quarter of the fiscal year. The impairment test for the fourth quarter of 2002 indicated that there was no further impairment.

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

A portion of the Company's goodwill and other intangible assets reside in the Corporate segment of the business. For purposes of SFAS 142 testing, in 2002, these assets were allocated to the reporting units within the Company's operating segments. Including this allocation for 2002, the changes in carrying amount of goodwill, by operating segment for the ~~three~~six months ended ~~March 30,~~June 29, 2003 and ~~March 31,~~June 30, 2002 are as follows:

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Condensed Notes to Consolidated Financial Statements (continued)~~

~~(Thousands of Dollars and Shares Except Per Share Data)~~
~~(Unaudited)~~


	U.S. Toys	Games	International	Corporate	Total	U.S. Toys	Games	International	Corporate	Total
	-------------	----------	-----------------	--------------	-------	-------------	----------	-----------------	--------------	-------
2003
Balance at Dec. 29, 2002	$ 13,234	261,767	185,992	-	$ 460,993	$ 13,234	261,767	185,992	-	460,993
Foreign Exchange	-	-	(30)	-	(30)	-	-	1,049	-	1,049
Other	-	(75)	-	-	(75)	-	(75)	-	-	(75)
	--------------	------------	-----------	------------	--------------	--------------	------------	-----------	------------	--------------
Balance at Mar. 30, 2003	$ 13,234	261,692	185,962	-	$ 460,888
Balance at June 29, 2003						$13,234	261,692	187,041	-	461,967
	========	=======	======	=======	========	========	=======	======	=======	========

2002
Balance at Dec. 30, 2001	$105,773	158,321	19,893	477,588	$ 761,575	$105,773	158,321	19,893	477,588	761,575
Allocation of Corporate	208,885	104,893	163,810	(477,588)	-	208,885	104,893	163,810	(477,588)	-
Impairment	(296,223)	-	-	-	(296,223)	(296,223)	-	-	-	(296,223)
Foreign Exchange	-	-	(387)	-	(387)	-	-	1,311	-	1,311
Other	-	(988)	-	-	(988)	-	(1,451)	-	-	(1,451)
	--------------	------------	-----------	------------	--------------	--------------	------------	-----------	------------	--------------
Balance at Mar. 31, 2002	$ 18,435	262,226	183,316	-	$ 463,977
Balance at June 30, 2002						$ 18,435	261,763	185,014	-	465,212
	========	=======	======	=======	========	========	=======	======	=======	========

The other reduction in the carrying value of the Games segment goodwill in 2002 results primarily from the settlement of a dispute with the former shareholders of Wizards of the Coast, which was acquired in September 1999.

(5) Hasbro is a worldwide leader in children's and family leisure time and entertainment products and services, including the design, manufacture and marketing of games and toys ranging from traditional to high-tech. The Company's main reportable segments are U.S. Toys, Games, and International. The Company has two other segments, Operations and Retail, which meet the quantitative thresholds for reportable segments.

In the United States, the U.S. Toys segment includes the design, marketing and selling of boys' action figures, vehicles and playsets, girls' toys, preschool toys and infant products, creative play products, electronic interactive products, children's consumer electronics, electronic learning aids, and toy-related specialty products. The Games segment includes the development, manufacturing, marketing and selling of traditional board games and puzzles, handheld electronic games, trading card and role-playing games. Within the International segment, the Company develops, manufactures, markets and sells both toy and certain game products in non-U.S. markets. The Operations segment sources product for the majority of the Company's segments. The Retail segment operates retail shops, which sell game ~~products and offer an area for organized play of trading card and role-playing games.~~products. The Company also has other segments which primarily license out certain toy and game properties. These other segments do not ~~mee t~~meet the quantitative thresholds for reportable segments and have been combined for reporting purposes.

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

Segment performance is measured at the operating profit level. Included in Corporate and eliminations are general corporate expenses, the elimination of intersegment transactions and certain assets benefiting more than one segment. Intersegment sales and transfers are reflected in management reports at amounts approximating cost. Certain shared costs are allocated to segments based upon foreign exchange rates fixed at the beginning of the year, with adjustment to actual foreign exchange rates included in Corporate and eliminations.

The accounting policies of the segments are the same as those described in note 1 to the Company's consolidated financial statements for the fiscal year ended December 29, 2002, except for the Company's adoption of Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", as of December 30, 2002, which did not have an effect on the Company's consolidated results of operations ~~and~~or financial position.

Results shown for the quarter and six months are not necessarily representative of those which may be expected for the full year 2003 nor were those of the comparable 2002 ~~first quarter~~periods representative of those actually experienced for the full year 2002. Similarly, such results are not necessarily those which would be achieved were each segment an unaffiliated business enterprise.

Information by segment and a reconciliation to reported amounts for the ~~quarters~~quarter and six months ended ~~March 30,~~June 29, 2003 and ~~March 31,~~June 30, 2002 are as ~~follows:~~follows.

Quarter Ended
Quarter Ended

March 30, 2003
March 31, 2002

----------------------
----------------------

External
Affiliate
External
Affiliate

Net revenues

------------
-----------
------------
-----------

U.S. Toys
$ 153,444
1,446
200,860
1,636

Games
112,210
6,445
92,849
4,243

International
175,383
22,026
136,145
17,297

Operations (a)
446
106,070
2,678
93,580

Retail
8,268
-
8,868
-

Other segments
12,017
-
10,867
2,578

Corporate and eliminations
-
(135,987)
-
(119,334)

------------
------------
------------
------------

$ 461,768
-
452,267
-

=======
=======
=======
=======

	Quarter ended
	------------------
	June 29, 2003				June 30, 2002
	-----------------				-----------------
		External	Affiliate		External	Affiliate
Net revenues		-----------	----------		-----------	---------
U.S. Toys	$	208,419	987		199,635	1,164
Games		148,613	7,662		152,039	10,157
International		203,849	26,575		174,260	21,825
Operations (a)		258	160,624		3,446	131,487
Retail		7,285	-		8,601	-
Other segments		13,045	-		8,009	1,680
Corporate and eliminations		-	(195,848	)	-	(166,313	)
		------------	------------		------------	------------
	$	581,469	-		545,990	-
		=======	=======		=======	=======

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

	Six Months ended - -------------------------
	June 29, 2003 - -----------------				June 30, 2002 - -----------------
Net revenues	External - -----------		Affiliate - ----------		External - -----------	Affiliate - ----------
U.S. Toys	$	361,863	2,433		400,495	2,800
Games		260,823	14,107		244,888	14,400
International		379,232	48,601		310,405	39,122
Operations (a)		704	266,694		6,124	225,067
Retail		15,553	-		17,469	-
Other segments		25,062	-		18,876	4,258
Corporate and eliminations		-	(331,835	)	-	(285,647	)
		------------	------------		------------	------------
	$	1,043,237	-		998,257	-
		=======	=======		=======	=======

	Quarter ended					Six Months ended
Operating profit (loss)	June 29, 2003 - -------			June 30, 2002 - -------		June 29, 2003 - -------		June 30, 2002 - -------
U.S. Toys	$	12,946		14,556		18,272		40,796
Games		25,363		22,444		43,372		19,943
International		(4,793	)	(17,298	)	(10,768	)	(46,388	)
Operations (a)		(1,346	)	(4,223	)	(1,156	)	(6,994	)
Retail		(3,092	)	(5,834	)	(9,921	)	(11,256	)
Other segments		3,585		2,551		9,609		8,944
Corporate and eliminations		(4,272	)	1,805		(5,061	)	2,611
		-----------		------------		------------		------------
	$	28,391		14,001		44,347		7,656
		======		=======		======		=======

Total assets	June 29, 2003 - -------------			June 30, 2002 - -------------
U.S. Toys (b)	$	907,873		865,741
Games		1,299,253		1,148,258
International		1,174,426		1,095,273
Operations		588,509		481,953
Retail		14,184		21,256
Other segments		72,252		50,436
Corporate and eliminations (b)		(1,152,270	)	(778,140	)
		--------------		--------------
	$	2,904,227		2,884,777
		========		========

HASBRO, INC. AND SUBSIDIARIES

Quarter ended
Quarter ended

March 30, 2003
March 31, 2002

---------------------
---------------------

Operating profit (loss)

U.S. Toys
$    5,326
26,240

Games
18,009
(2,501)

International
(5,975)
(29,090)

Operations
190
(2,771)

Retail
(6,829)
(5,422)

Other segments
6,024
6,393

Corporate and eliminations
(789)
806

----------
----------

$  15,956
(6,345)

======
======

March 30, 2003
March 31, 2002

--------------------
---------------------

Total assets

U.S. Toys (b)
$   847,337
870,981

Games
1,268,574
1,045,987

International
1,066,384
1,032,991

Operations
571,301
477,112

Retail
12,336
25,172

Other segments
69,230
47,037

Corporate and eliminations (b)
(1,031,156)
(610,464)

--------------
--------------

$2,804,006
2,888,816

========
========

Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

(a) The Operations segment derives substantially all of its revenues and operating results from intersegment activities.

(b) Certain intangible assets which benefit operating segments are reflected as Corporate assets for segment reporting purposes. For application of SFAS 142, these amounts have been allocated to the reporting unit which benefits from their use. Therefore, a portion of the 2002 impairment of $296,223 of goodwill related to the U.S. Toys reporting unit as a result of the adoption of SFAS 142 in the first quarter of 2002 is reflected in the Corporate and eliminations amount above.

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Condensed Notes to Consolidated Financial Statements (continued)~~

~~(Thousands of Dollars and Shares Except Per Share Data)~~
~~(Unaudited)~~

The following table presents consolidated net revenues by ~~class~~classes of principal products for the quarters and six month periods ended ~~March 30,~~June 29, 2003 and ~~March 31, 2002:~~June 30, 2002.

2003
2002
-------
-------
Boys toys
$ 164,400
188,800
Games and puzzles
169,900
151,000
Preschool toys
28,400
33,200
Creative play
29,700
26,300
Electronic toys
18,100
6,700
Girls toys
12,000
12,000
Other
39,268
34,267

------------
------------
Net revenues
$ 461,768
452,267
=======
=======

	Quarter ended			Six Months ended
		June 29, 2003 - ---------	June 30, 2002 - ---------	June 29, 2003 - ---------	June 30, 2002 - ---------
Boys toys	$	213,700	182,100	378,100	370,900
Games and puzzles		202,300	217,200	372,200	368,200
Preschool toys		42,300	42,900	70,700	76,100
Creative play		33,000	34,800	62,700	61,100
Electronic toys		31,200	10,300	49,300	17,000
Girls toys		12,800	13,600	24,800	25,600
Other		46,169	45,090	85,437	79,357
		------------	------------	--------------	--------------
Net revenues	$	581,469	545,990	1,043,237	998,257
		=======	=======	========	========

(6) Effective December 30, 2002, the Company adopted Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The adoption of this statement did not have an impact on the Company's consolidated results of operations ~~and~~or financial position.

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), which established new disclosure and liability-recognition requirements for guarantees of debt. The recognition and measurement requirements of FIN 45 were effective for guarantees issued or modified after December 31, 2002. The adoption of ~~this~~ FIN 45 did not have an effect on the consolidated results of operations ~~and~~or financial position of the Company.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", (SFAS 149) which is effective for contracts entered into or modified after June 30, 2003 as well as for hedging relationships designated after June 30, 2003. The initial adoption of SFAS 149 will not have a material effect on the consolidated results of operations or financial position of the Company.

~~Item~~

HASBRO, INC. AND SUBSIDIARIES
Condensed Notes to Consolidated Financial Statements (continued)

(Thousands of Dollars and Shares Except Per Share Data)
(Unaudited)

In May of 2003, the FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity", (SFAS 150) which establishes standards for issuers' classification as liabilities in the statement of financial position of certain financial instruments that have characteristics of both liabilities and equity. At June 29, 2003, the Company has certain warrants recorded as equity, which will be required under SFAS 150 to be recorded as a liability and subsequently adjusted to fair value through earnings.

SFAS150 is effective for the Company as of June 30, 2003, the first day of the third quarter of fiscal 2003. On that date, the Company will reclassify the value of these warrants, previously recorded in equity of approximately $108 million, to current liabilities and record a charge for the cumulative effect of accounting change of approximately $17 million to adjust the warrants to their fair value as of that date.

At June 29, 2003, the above warrants contained an option through January 2008 for the holder to sell all of these warrants to Hasbro for a price to be paid at the Company's election of either $100 million in cash, or $110 million in the Company's common stock, such stock being valued at the time of the exercise of the option. Had this option been exercised at June 29, 2003 and the Company had elected to settle this option in the Company's stock, the Company would have been required to issue 6,449 shares.

ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of ~~Operations.~~

Operations

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations

(Thousands of Dollars Except Per Share Data)

RESULTS OF OPERATIONS
- ~~----------------------------------------~~

-----------------------------------------
Net earnings for the ~~first~~ quarter ofand six months ended June 29, 2003 were ~~$1,189~~$11,417 and $12,606, respectively, compared with a net loss of ~~$(262,790) in~~$(25,888) and $(288,678) for the ~~first quarter~~comparable periods of 2002. Basic earnings per share for both the quarter and ~~diluted~~six months ended June 29, 2003 were $0.07 compared with a basic loss per share of $(0.15) and $(1.67) for the respective periods in 2002. Diluted earnings per share for the quarter and six months ended June 29, 2003 were ~~$.01 in 2003~~$0.06 and $0.07, respectively, compared with ~~basic and~~a diluted loss per share of ~~$(1.52)~~$(0.15) and $(1.67) for the respective periods in 2002. The net loss and basic and diluted loss per share for the six months ended June 30, 2002 include a cumulative effect of accounting change, net of tax, of $(245,732) or $(1.42) per share relating to the adoption of ~~SFAS 142.~~Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). Included in the net loss in the quarter and six months ended June 30, 2002 is a non-cash charge, after tax, of $28,589 or $0.17 per share for the write-down of the Company's investment in Infogrames Entertainment SA common stock. The related shares were received as part of the net proceeds from the sale of Hasbro Interactive and Games.com to Infogrames Entertainment SA in 2001. The results for the quarter ended June 30, 2002 were also favorably impacted by interest income received on a tax settlement, net of tax, of $7,556.

Consolidated net revenues for the quarter ended ~~March 30,~~June 29, 2003 ~~were $461,768~~increased 7% to $581,469 compared ~~to $452,267~~with $545,990 for the quarter ended ~~March 31,~~June 30, 2002. For the six months ended June 29, 2003, consolidated net revenues were $1,043,237 compared to $998,257 for the six months ended June 30, 2002, an increase of 2%5%. InOperating profit for the ~~first~~ quarter ended June 29, 2003 was $28,391 compared to an operating profit of ~~2002,~~$14,001 in 2002. Operating profit for the six months ended June 29, 2003 was $44,347 compared to an operating profit of $7,656 for the six months ended June 30, 2002. Most of the Company's revenues and operating earnings are derived from its three principal segments: U.S. Toys, Games and International.

U.S. TOYS
U.S. Toys segment net revenues for the quarter ended June 29, 2003 increased 4% to $208,419 from $199,635 for the quarter ended June 30, 2002. Net revenues for the six months ended June 29, 2003 decreased 10% to $361,863 from $400,495 for the six months ended June 30, 2002. The increase for the quarter was primarily due to sales of BEYBLADE and FURREAL FRIENDS products, which were ~~positively impacted by~~introduced in the second half of 2002, as well as increased revenues from core brands such as the PLAYSKOOL and TRANSFORMERS lines. These increases offset the expected decrease in shipments from the prior year of STAR WARS products. Shipments of STAR WARS related toproducts were higher in 2002 as a result of the theatrical release of STAR WARS: EPISODE II: ATTACK OF THE CLONES in May 2002. ~~Operating profit~~Decreased sales of BOB THE BUILDER and ZOIDS products in 2003 also partially offset the increase in sales for the ~~quarter ended March 30, 2003 was $15,956 compared~~quarter.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

The year to ~~an operating loss of $(6,345) in 2002. Most of the Company's revenues are derived~~date revenue decline from ~~its three principal segments, U.S. Toys, Games and International.~~

~~U.S. TOYS~~

~~U.S. Toys net revenues decreased 24% to $153,444 for the quarter ended March 30, 2003 from $200,860 for the quarter ended March 31, 2002. The decrease~~2002 was primarily due to ~~decreased~~the expected decrease in shipments ~~from the prior year~~ of STAR WARS products, as well as ~~decreased~~decreases in shipments of ~~product related to~~ BOB THE ~~BUILDER.~~BUILDER and ZOIDS related products. These decreases were partially offset by ~~increased~~ revenues from BEYBLADE and ~~TRANSFORMERS~~FURREAL FRIENDS products, as well as ~~2003 shipments of FURREAL FRIENDS, which was introduced late in 2002. To a lesser extent,~~increased revenues ~~were also positively impacted by increased shipments of~~from core products, such as the PLAYSKOOL and ~~PLAY-DOH products.~~ TRANSFORMERS lines.

U.S. Toys operating profit decreased to ~~$5,326~~$12,946 for the quarter ended ~~March 30,~~June 29, 2003 from ~~an operating profit of $26,240~~$14,556 for the quarter ended ~~March 31,~~June 30, 2002. For the six months ended June 29, 2003, operating profit decreased to $18,272 from $40,796 for the six months ended June 30, 2002. This decrease in operating profit for both periods was primarily due to decreased gross margin resulting from lower shipments of STAR WARS products, which have a higher gross margin, partially offset by lower royalty and amortization expense. Product rights associated with the STAR WARS ~~prop erty~~property are being amortized in proportion to expected remaining revenues. In periods with higher sales of STAR WARS products, resulting amortization expense will be higher. During the remainder of 2003, the Company expects lower sales of STAR WARS related products compared to 2002, due to the theatrical, DVD and video release of STAR WARS: EPISODE II: ATTACK OF THE CLONES in 2002 and, therefore, lower royalty and amortization expense in 2003. Sales of product ~~related~~re lated to entertainment-based properties, such as STAR WARS, typically carry a higher gross margin. These products also typically carry a higher royalty rate and the resulting operating profit is not as high as it is for revenues derived from the sale of owned brands.

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion~~ Operating profit in the 2003 quarter and ~~Analysis~~six month periods was also negatively impacted by a charge of ~~Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

approximately $7,000 related to exiting certain unprofitable product lines.

GAMES

Games segment net revenues ~~increased~~decreased by ~~21%~~2% to ~~$112,210~~$148,613 for the quarter ended ~~March 30,~~June 29, 2003 from ~~$92,849~~$152,039 for the quarter ended ~~March 31,~~June 30, 2002. Net revenues for the six months ended June 29, 2003 increased 7% to $260,823 from $244,888 for the six months ended June 30, 2002. The ~~increase was principally related~~decrease for the quarter primarily relates to ~~increased~~decreased sales of ~~non-licensed trading card games, partially offset by decreases in~~ licensed trading card games, ~~as well as increased shipments~~primarily POKEMON. The decrease was partially offset by sales of ~~the~~ TRIVIAL PURSUIT 20TH ANNIVERSARY EDITION, which was initially released in the U.S. in the third quarter of ~~2002.~~ 2002, and increased sales of non-licensed trading card games including MAGIC: THE GATHERING. The increase over the six month period primarily relates to strong board game revenues as a result of shipments of TRIVIAL PURSUIT 20TH ANNIVERSARY EDITION, as well as increased shipments of MAGIC: THE GATHERING and other non-licensed trading card games, which were partially offset by decreased sales of POKEMON and other licensed trading card games.

Games operating profit increased to ~~$18,009~~$25,363 for the quarter ended ~~March 30,~~June 29, 2003 from ~~an operating loss of $(2,501)~~$22,444 for the quarter ended ~~March 31,~~June 30, 2002. Operating profit for the six months ended June 29, 2003 increased to $43,372 from $19,943 for the six months ended June 30, 2002. The increase in operating profit for the quarter was primarily because of lower royalty expense from lower sales of licensed trading card games. The increase in operating profit for the six months ended June 29, 2003 was primarily due to increased gross margin as the result of the increase in sales as well as the mix of products sold in 2003. Operating profit for both the quarter and the six months ended June 29, 2003 also benefited from decreased fixed costs as the result of cost reduction initiatives of the Company.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

~~INTERNATIONAL~~(Thousands of Dollars Except Per Share Data)

INTERNATIONAL
International segment net revenues increased by ~~29%~~17% to ~~$175,383~~$203,849 for the quarter ended ~~March 30,~~June 29, 2003 from ~~$136,145~~$174,260 for the quarter ended ~~March 31,~~June 30, 2002. Net revenues for the six months ended June 29, 2003 increased 22% to $379,232 from $310,405 for the six months ended June 30, 2002. For the quarter and six months ended June 29, 2003, International net revenues were positively impacted by translation gains of approximately ~~$23,000~~$23,600 and $46,400, respectively, as the result of the weaker U.S. dollar. ~~Absent this~~This foreign exchange impact ~~international~~accounted for 14% and 15% of the percentage increases in net revenues ~~increased 12% in~~for the ~~first~~ quarter ofand six months ended June 29, 2003, ~~versus the first quarter of 2002.~~respectively. The increase in local currency revenue for the quarter was primarily a result of ~~increased~~strong sales of BEYBLADE and FURREAL FRIENDS products, which were introduced in most markets in the fourth quarter of 2002. Revenues were also positively impacted by increased core brand sales of MAGIC: THE GATHERING and TRANSFORMERS products. These increases were parti ally offset by lower revenues from STAR WARS products, as well as licensed trading card games, such as POKEMON and HARRY POTTER. The increase for the six month period was driven by revenues from BEYBLADE products, increased sales of ~~certain core products, such as PLAY-DOH,~~ TRANSFORMERS and MAGIC: THE GATHERING products, as well as sales of FURREAL FRIENDS products. Increased revenues from the core brands PLAYSKOOL and ~~PLAYSKOOL. These~~PLAYDOH also contributed to the six month change. Partly offsetting these increases were ~~partially offset by higher~~lower shipments of STAR WARS products, decreases in sales of licensed trading card games including HARRY POTTER and POKEMON, and lower shipments of DISNEY related products than in 2002 ~~related to the international release of~~when MONSTERS, INC. ~~The International operating loss~~ was ~~negatively impacted by approximately $750 by the weaker U.S. dollar.~~ released internationally.

International operating loss decreased to ~~$5,975~~$4,793 for the quarter ended ~~March 30,~~June 29, 2003 from ~~a loss of $29,090~~$17,298 for the quarter ended ~~March 31,~~June 30, 2002. Operating loss for the six months ended June 29, 2003 decreased to $10,768 from $46,388 for the six months ended June 30, 2002. The decrease in operating loss for both periods was primarily the result of increased gross margin in dollars from higher revenues, partially offset by an increase in advertising expense. ~~Decreases in selling,~~Selling, distribution and administration costs decreased as a result of the Company's expense reduction initiatives, although these were largely offset by the foreign exchange impact of the weaker U.S. dollar.

Although revenues were positively impacted by the weaker U.S. dollar, as noted above, operating expenses were also impacted, with a resulting negative impact to International operating loss of approximately $1,100 for the quarter and $1,900 for the six months ended June 29, 2003.

OTHER SEGMENTS

Revenues from the Retail segment decreased 7%15% to ~~$8,268~~$7,285 for the quarter ended ~~March 30,~~June 29, 2003 from ~~$8,868~~$8,601 for the quarter ended ~~March 31,~~June 30, 2002. Revenues for the Retail segment for the six months ended June 29, 2003 decreased 11% to $15,553 from $17,469 for the six months ended June 30, 2002. Operating loss for the retail segment ~~increased~~decreased to ~~$6,829~~$(3,092) for the quarter ended ~~March 30,~~June 29, 2003 ~~compared to $5,422~~from $(5,834) for the quarter ended ~~March 31,~~June 30, 2002. Operating loss for the six months ended June 29, 2003 decreased to $(9,921) from $(11,256) for the six months ended June 30, 2002. The decrease in revenues and ~~increase in~~ operating loss was primarily due to the closing of additional retail stores. During the first six months of 2003, the Company closed fourteen retail stores.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

GROSS PROFIT
- -----------------------

The Company's gross margin decreased to ~~62.7%~~60.3% for the quarter ended ~~March 30,~~June 29, 2003 from ~~63.2%~~64.1% for the quarter ended ~~March 31,~~June 30, 2002 while gross margin for the six months ended June 29, 2003 decreased to 61.4% from 63.7% in the comparable period of 2002. This decrease was due to changes in product mix, ~~with~~primarily decreased sales of STAR WARS ~~products, partially~~products. Although sales of entertainment based properties generally have a higher gross margin, this increased gross margin is largely offset by increased ~~sales of game products, all of which have higher than average gross margins.~~ royalty and amortization expense.

The Company aggressively monitors its levels of inventory, attempting to avoid unnecessary expenditures of cash and potential charges related to obsolescence. The Company's failure to accurately predict and respond to consumer demand could result in overproduction of less popular items, which could result in higher obsolescence ~~costs. Although sales of entertainment based properties generally have~~costs, causing a ~~higher~~reduction in gross ~~margin, this increased gross margin is largely offset by increased royalty and amortization expense.~~

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

margin.

EXPENSES
- -----------------

Amortization expense of ~~$16,178~~$18,410 in the ~~first~~second quarter of 2003 decreased from ~~$21,449~~$22,766 in the ~~first~~second quarter of 2002. ~~This decrease is~~Amortization expense for the six months ended June 29, 2003 decreased to $34,588 from $44,215 for the six months ended June 30, 2002. These decreases are primarily related to decreased amortization of the product rights related to STAR ~~WARS as a result of decreased sales of STAR WARS products.~~WARS. As noted above, the STAR WARS property rights are amortized in proportion to expected remaining sales. In periods with higher sales of STAR WARS products, such as 2002, the resulting amortization expense will be higher. As a result, the Company expects amortization expense to be lower in 2003 as compared to 2002.

~~Royalties~~Royalty expense for the quarter ended June 29, 2003 decreased to ~~$33,820~~$52,650, or ~~7.3%~~9.1% of net revenues from $65,712, or 12.0% of net revenues in the ~~first~~second quarter of 2002. Royalty expense for the six months ended June 29, 2003 ~~from $51,456~~decreased to $86,470, or ~~11.4%~~8.3% of net revenues infrom $117,168, or 11.7% of net revenues for the ~~first quarter of~~six months ended June 30, 2002. This decrease is the result of decreased sales of entertainment-based product, primarily STAR WARS related. As noted above, the Company expects a lower level of ~~royalties~~royalty expense in 2003 due to the lower sales of STAR WARS products and as a result of the Company's business strategy to continue to invest in its core brands.

Research and product development expenses for the quarter ended June 29, 2003 decreased to $33,105 or 5.7% of net revenues from $36,770 or 6.7% of net revenues in the second quarter of 2002. These expenses decreased to ~~$30,500,~~$63,605 or ~~6.6%~~6.1% of net revenues for the ~~quarter~~six months ended ~~March 30,~~June 29, 2003 from ~~$33,213,~~$69,983 or ~~7.3%~~7.0% of net revenues for the ~~quarter~~six months ended ~~March 31,~~June 30, 2002. ~~This decrease is primarily due to the timing of expenses. Over the final three quarters of 2003, the~~The Company expects ~~research~~full year product development expense to be lower than 2002 both in dollars and as a percentage of revenue as part of its strategy of focusing development ~~expenses~~spending on its core brands to ~~approximate 2002 levels.~~provide increased returns from those brands.

~~Advertising~~HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

For the quarter, advertising expense increased in amount and as a percentage of net revenues to ~~$53,178~~$67,686 or ~~11.5%~~11.6% of net revenues in 2003 from ~~$46,889~~$58,507 or ~~10.4%~~10.7% of net revenues in 2002. ~~This increase reflects~~For the six months ended June 29, 2003, advertising expense increased to $120,864 or 11.6% of net revenues from $105,396 or 10.6% of net revenues in 2002. These increases reflect the Company's ~~continued focus on its core brands and~~ focused marketing to increase and maintain awareness of ~~these brands.~~its core brands, as well as to introduce new products. The Company expects advertising expense in 2003 to continue to be higher than 2002 levels both in dollars and as a percentage of revenue as a result of this business strategy.

The Company's selling, distribution and administration expenses, which, with the exception of distribution costs are largely fixed, ~~increased marginally in dollars but~~ decreased ~~as a percentage~~to $150,420 or 25.9% of net revenues for the quarter ended June 29, 2003 from $152,069 or 27.9% of net revenues for the quarter ended June 30, 2002. For the six months ended June 29, 2003, these expenses decreased to ~~$139,899,~~$290,319 or ~~30.3%~~27.8% of net revenues, compared to $291,260 or 29.2% of net revenues in ~~the first quarter of 2003 from $139,191, or 30.8% of net revenues, in the first quarter of~~ 2002. ~~The decrease as a percentage of revenues reflects~~These decreases reflect lower expenses resulting from the Company's cost reduction efforts, which were partly offset by higher international expenses in translated U.S. dollars as the result of the weaker dollar ~~being compared~~and increased distribution costs, due to ~~a higher revenue base in 2003.~~

increased sales volume.

NONOPERATING (INCOME) EXPENSE

- -------------------------------------------------------
Other expense for the quarter ended June 29, 2003 was $777 compared to $30,667 for the quarter ended June 30, 2002. For the six month periods, other expense was $82 in 2003 compared to $27,832 in 2002. During the quarter ended June 30, 2002, the Company incurred a charge of $38,633 related to the decline in the fair value of the common stock of Infogrames Entertainment SA, held by the Company as an available-for-sale investment. This charge was partially offset by interest income received in the second quarter of 2002 on a tax settlement of $10,211.

Interest expense for the ~~first~~second quarter of 2003 was ~~$15,022~~$11,974 compared with ~~$19,542~~$18,317 in the ~~first~~second quarter of 2002. ~~Approximately 55%~~For the six months ended June 29, 2003, interest expense decreased to $26,996 from $37,859 in 2002. For the quarter and six months ended June 29, 2003, approximately 62% and 60%, respectively, of ~~this~~the decrease in interest expense from the 2002 periods is attributable to lower levels of short-term and long-term debt. This mainly reflects the repurchase of debt during the final two quarters of 2002 and repayment in the first quarter ~~2003. For the entire first quarter~~ of ~~2002, there was approximately $325,000 outstanding~~2003 totaling $274,873, in aggregate principal amount, of 7.95% notes, due in March 2003. The Company repurchased approximately $125,000 of these notes during the final three quarters of 2002, and repaid the remaining principal amount of approximately $200,000 in the first quarter of 2003.2003, using cash from operations. The remaining ~~45% of the decrease~~decreases in interest expense isfrom the 2002 periods of 38% and 40% for the quarter and six months ended June 29, 2003, respectively, are due to lower ~~average~~effective interest rates, primarily as the result of interest rate swap agreements entered into in May of 2002 to reduce the amount of the Company's debt subject to fixed interest rates.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

INCOME TAXES
- -----------------------

Income tax expense as a percentage of pretax earnings in both the ~~first~~second quarter and six months of 2003 was ~~27%~~27.0%, compared to an income tax benefit ~~of 26%~~as a percentage of pretax loss of 26.0% in the first quarter and six months of 2002. The income tax rate for the full year 2002 was 27.9%. Absent the effect of the penalty assessed by the Office of Fair Trading in the United Kingdom in 2002, the 2002 full year tax rate would have been 26%. The increase in rate is primarily due to increased operating profit in jurisdictions with higher tax rates. The income tax rate for the full year 2002 was 27.9%, due to the impact of a fourth quarter non-deductible penalty assessed by the United Kingdom Office of Fair Trading in connection with Hasbro U.K.'s interaction with certain of its distributors.

CUMULATIVE EFFECT OF ACCOUNTING CHANGE

~~-------------------------------------------------------------------------~~

------------------------------------------------------------------------
On December 31, 2001, the first day of fiscal 2002, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and ~~other~~Other Intangible Assets" (SFAS 142). SFAS 142 required the Company, within six months of the date of adoption, to perform an assessment of whether there was an indication that goodwill was impaired as of the date of adoption. This initial assessment was completed during the second quarter of 2002. As part of this assessment, the Company allocated goodwill and other corporate assets and liabilities to its various reporting units. It then compared the carrying values of its reporting units to the fair values of those reporting units. The fair values of the reporting units were calculated using an income approach, which looks to the present value of expected future cash flows. These values were compared in total with the fair value of the business based on market capitalization at the date of testing. Based on the result of this assessment, the Company recorded a ~~one-tim e transitional~~one-time t ransitional charge of $245,732, net of tax, resulting from the impairment of goodwill relating to the U.S. Toys reporting unit primarily as the result of the change in goodwill impairment criteria from an undiscounted to a discounted cash flow method. This transitional charge was recorded as a cumulative effect of a change in accounting principle and, in accordance with the statement, recorded retroactively to the first quarter.

OTHER INFORMATION

- ---------------------------------

Typically, due to the seasonal nature of its business, the Company expects the second half of the year, and within that half, the fourth quarter, to be more significant to its overall business for the full year. The Company expects that this trend will generally continue, although the first half of 2003 may represent a smaller proportion of full year revenues than the first half of 2002, principally because of the May 2002 theatrical release of STAR WARS: EPISODE II: ATTACK OF THE CLONES. The concentration of sales in the second half of the year and, specifically, the fourth quarter increases the risk of (a) underproduction of popular items, (b) overproduction of less popular items and (c) failure to achieve tight and compressed shipping schedules. The business of the Company is characterized by customer order patterns which vary from year to year largely because of differences in the degree of consumer acceptance of a product line, product availability, marketing strategies, inventory levels, policies of ~~retailers a nd~~re tailers and differences in overall economic conditions. The trend of retailers over the past few years has been to purchase a greater percentage of product within or close to the fourth quarter holiday consumer selling season, which includes Christmas. Quick response inventory management practices now being used result in more orders being placed for immediate delivery and fewer orders being placed well in advance of shipment.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

Consequently, unshipped orders on any date in a given year are not necessarily indicative of sales for the entire year. In addition, it is a general industry practice that orders are subject to amendment or cancellation by customers prior to shipment. At ~~March 30,~~June 29, 2003 and ~~March 31,~~June 30, 2002, the Company's unshipped orders were approximately ~~$197,000~~$548,200 and ~~$209,000,~~$459,800, respectively.

In January 2003, the Company amended its license with Lucas Licensing Ltd. ("Lucas") for the manufacture and distribution of STAR WARS toys and games. Under the amended agreement the term was extended by ten years and is expected to run through 2018. In addition, the minimum guaranteed royalties due to Lucas were reduced by $85,000. In a separate agreement, the warrants previously granted to Lucas were also amended. Under this warrant amendment, the term of each of the warrants issued to Lucas was extended by ten years. The warrant amendment agreement provides the Company with an option through October 2016 to purchase all of these warrants from Lucas for a price to be paid at the Company's election of either $200,000 in cash or $220,000 in the Company's common stock, such stock being valued at the time of the exercise of the option. Also, the warrant amendment agreement provides Lucas with an option through January 2008 to sell all of these warrants to the Company for a price to be paid at the Company's election of either $100,000 in cash or $110,000 in the Company's common stock, such stock being valued at the time of the exercise of the option. Should either ~~the put or call~~of these options be required to be settled, the Company believes that it will have adequate funds available to settle ~~this~~them in cash if necessary. The increase in value of the warrants as a result of the amendment was approximately $67,900, which was recorded in the first quarter of 2003 as an intangible asset, and will be amortized over the remaining life of the licensing contract.

~~During 2001,~~As described in note 6 to the financial statements, in May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (SFAS 150), which will be effective for the Company ~~received two inquiries~~on June 30, 2003, the first day of the fiscal third quarter. Under the requirements of SFAS 150, the above warrant agreement with Lucas will be required to be classified as a liability and subsequently adjusted to fair value through earnings. On the date of adoption, the Company will reclassify approximately $108,000 from equity, where the ~~Office~~warrants had previously been recorded, to current liabilities. A cumulative effect of ~~Fair Trading~~accounting change of approximately $17,000 will be recorded to adjust the amount of this liability to its fair value on that date. Subsequent to this date, the Company will be required to adjust this liability to its fair value through earnings. If the price of the Company's stock increases, the value of the warrants will increase and the Company will recognize a charge to earnings. If the price of the Company's stock decreases, the value of the warrants will decrease and the Company will recognize income. Based on a hypothetical increase in the ~~United Kingdom (the "OFT") into alleged anti-competitive pricing practices by the~~ Company's ~~United Kingdom ("U.K.") subsidiary, Hasbro U.K. Ltd. ("Hasbro U.K."). In November~~stock price to $20.00 per share from its price at June 29, 2003 of ~~2002, the OFT issued~~$17.50 a decision in the first of these inquiries (the "wholesaler case") related to Hasbro U.K.'s interactions with certain of its wholesale distributors, finding that Hasbro U.K. had entered into agreements with certain distributors to fix prices in violation of U.K. competition laws. The OFT assessed a fine in that case of approximately GBP 4,950 or approximately $7,900 at the then current exchange rates. The Company filed an appeal of this decision in January 2003 to the U.K. Competition Commission Appeals Tribunal (the "CCAT"). In February of 2003, the OFT issued a decision in the second inquiry regarding Hasbro U.K.'s trading arrangement with certain of its direct retail accounts, finding that Hasbro U.K. had entered into agre ements with certain direct retailers to fix prices in violation of U.K. competition laws. The OFT assessed a fine in this case but, due to the Company's cooperation with the OFT's investigation, the OFT's decision stated thatshare, the Company would ~~not be required~~recognize a charge to ~~pay any~~earnings of ~~that fine. In March 2003,~~approximately $11,000 to adjust the ~~Company withdrew its appeal of the wholesaler case with the CCAT and paid the fine of GBP 4,950, which had been accrued at December 29, 2002.~~

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

warrants to their fair value.

Hasbro uses the intrinsic-value method of accounting for stock options granted to employees. As required by the Company's existing stock plans, stock options are granted at, or above, the fair market value of the Company's stock, and, accordingly, no compensation expense is recognized for these grants in the Consolidated Statement of Operations. The Company records compensation expense related to other stock-based awards, such as restricted stock grants, over the period the award vests, typically three years. In April 2003, FASB announced that it would mandate the fair value method of accounting for all stock-based awards. Although no formal statement has been issued at this time, this change in accounting ~~is expected to~~could be effective for fiscal 2004. Until a formal statement is issued, the Company cannot estimate the effect that this change in accounting would have on its Consolidated Statements of Operations.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------

Hasbro has historically generated a significant amount of cash from normal operations. The Company funds its operations and liquidity needs primarily through cash flows from operations, as well as utilizing borrowings under the Company's secured and unsecured credit facilities when needed. The seasonality of the Company's business results in the interim cash flow statements not being representative of that which may be expected for the full year. Historically, the majority of the Company's cash collections occur late in the fourth quarter and early in the first quarter of the subsequent year. As receivables are collected, the proceeds are used to repay a significant portion of outstanding short-term debt. During 2003, the Company expects to continue to fund its working capital needs primarily through operations and, when needed, through its revolving credit facility and believes that the funds available to it are adequate to meet its needs. However, unforeseen circumstances, such as severe softness in or a collapse of the retail environment may result in a significant decline in revenues and operating results of the Company, ~~thereby causing~~which could result in the Company ~~to be~~being in non-compliance with its debt covenants. Non-compliance with its debt covenants could result in the Company being unable to utilize borrowings under its revolving credit facility, a circumstance most likely to occur when operating shortfalls would most require supplementary borrowings.

Because of this seasonality in cash flow, management believes that on an interim basis, rather than discussing only its cash flows, a better understanding of its liquidity and capital resources can be obtained through a discussion of the various balance sheet categories as well. Also, as several of the major categories, including cash and cash equivalents, accounts receivable, inventories and short-term borrowings, fluctuate significantly from quarter to quarter, again due to the seasonality of its business, management believes that a comparison to the comparable period in the prior year is generally more meaningful than a comparison to the prior year-end.

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

Cash flows ~~provided~~utilized by operating activities were ~~$36,507 and $137,880~~$88,298 for the first quarters of 2003 and 2002, respectively. This decrease was partially due to income tax refunds, net of tax payments, of $45,906 received in the first quarter of 2002 as a result of tax operating losses incurred in 2001. In the first quarter of 2003, the Company made net income tax payments of $7,650. Receivables were $286,576 at March 30,six months ended June 29, 2003 compared to ~~$287,379~~$76,903 for the six months ended June 30, 2002. Receivables were $485,108 at ~~March 31,~~June 29, 2003 compared to $479,443 at June 30, 2002. The increase in receivables is due to higher second quarter 2003 revenues, as well as the impact of foreign exchange translation. Prepaid expenses decreased to ~~$118,155~~$123,313 at ~~March 30,~~June 29, 2003 from ~~$217,642~~$191,841 at ~~March 31,~~June 30, 2002. ~~This~~The decrease is primarily due to decreased advanced royalties as the result of royalties earned in 2002 relating to STAR WARS products because of the theatrical, DVD, and video releases of STAR WARS: EPISODE II: ATTACK OF THE CLONES. Generally, when the Company enters into a licensing agreement for entertainment-based properties, an advance royalty payment is required at the inception of the agreement. This payment is then amortized toin the Consolidated ~~St atement~~Statement of Operations as the related sales are made. In addition to the decrease related to STAR WARS ~~products,~~pr oducts, the decrease in advance royalties is also due to the Company's business strategy of focusing on its ~~owned~~ core brands and reducing its reliance on licensed products. Inventories decreased to ~~$222,296~~$273,803 at ~~March 30,~~June 29, 2003 from ~~$232,170~~$279,873 at ~~March 31, 2002.~~June 30, 2002, notwithstanding higher foreign exchange rates in 2003. This reflects the Company's continued focus on supply chain management and its continued aggressive management of cash flow requirements.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

Accounts payable and accrued expenses increased to ~~$532,407~~$577,775 at ~~March~~June 29, 2003 from $553,208 at June 30, 2002. This increase is due to higher royalties accrued at June 29, 2003, ~~compared to $513,368 at March 31, 2002. Accrued~~primarily as the result of increased sales of licensed products for which no advances have been paid. In addition, accrued income taxes increased as the result of the increase in earnings in 2003 and accrued advertising increased as the result of the increased expenditures on advertising. These increases were partly offset by decreased accruals relating to contractual lease commitments under the 2000 restructuring plan as the result of payments made during 2002.2003.

Collectively, property, plant and equipment and other assets ~~increased $65,901~~decreased $39,663 from the comparable period in the prior year. The ~~increase~~decrease is ~~primarily~~ due to depreciation and amortization, net of additions which include an increase in property rights ~~as a result of~~resulting from the amendment of warrants previously issued in connection with the STAR WARS licensing rights. In January 2003, these warrants were amended to extend the term by ten years. In addition, put and call options were added to the warrants. The resulting increase in the value of the warrants of approximately $67,900 was recorded as an addition to property rights. In May of 2002, the Company paid a royalty advance of $120,000 relating to the STAR WARS product rights. Due to the timing of future expected royalties covered by this payment, this advance was recorded in other ~~assets. These increases were partially offset by amortization of intangibles and depreciation of property, plant and equipment.~~assets as a long-term advance.

Net borrowings (short and long-term borrowings less cash and cash equivalents) decreased to ~~$565,545~~$706,719 at ~~March 30,~~June 29, 2003 from ~~$846,182~~$1,084,298 at ~~March 31,~~June 30, 2002. This mainly reflects the repurchase of debt during the final ~~three~~two quarters of 2002 and repayment in the first quarter of 2003, of ~~$324,873,~~an aggregate of $274,873 in principal amount, of 7.95% notes, due in March 2003, using cash from operations. Of the ~~$324,873~~$274,873 of notes that were repurchased and repaid, ~~$124,585~~$74,585 was repurchased in the final ~~three~~two quarters of 2002 while the remaining $200,288 was repaid in the first quarter of 2003. The decrease in net borrowings is also the result of higher cash balances as the result of higher cash provided by operations for the 12 months ended June 29, 2003. It is the Company's intent to continue to assess the desirability of using available cash from operations to reduce its outstanding long-term debt, as market conditions and the Company's committed secured revolving credit agreement allow.

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

The Company currently has a committed secured revolving credit agreement of $380,000, maturing in March 2005. The facility is secured by substantially all domestic accounts receivable and inventory of the Company. The Company is not required to maintain compensating balances under the agreement. The agreement contains restrictive covenants setting forth minimum cash flow and coverage requirements, and a number of other limitations, including restrictions with respect to capital expenditures, investments, acquisitions, debt and share repurchases and dividend payments. The Company was in compliance with all restrictive covenants at ~~March 30,~~June 29, 2003. In addition to this available committed line, the Company also has available uncommitted lines approximating ~~$56,500.~~$41,200. At ~~March 30,~~June 29, 2003, approximately ~~$51,000~~$70,500 of these committed and uncommitted lines was in use. The Company believes that funds provided by operations and amounts available for borrowing from time to time under these lines of credit are adequate to ~~m eet~~mee t its needs in 2003.

The Company has letters of credit of approximately ~~$32,600~~$53,600 and purchase commitments of ~~$28,942~~$221,742 outstanding at ~~March 30,~~June 29, 2003. Other contractual obligations and commercial commitments as detailed in the Company's annual report on Form 10-K for the year ended December 29, 2002 did not materially change outside of payments made in the normal course of business and the repayment of debt mentioned above in the first quarter of 2003. The future payments required under long-term debt agreements disclosed as of year end are based on the contractual maturity dates.

~~Critical Accounting Policies~~HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and ~~Significant Estimates~~Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

The Company has $250,000 senior convertible debentures due 2021 which are included in long-term debt. The holders of these debentures may put the notes back to the Company in December 2005, December 2011 and December 2016 at 100% of the principal amount and accrued interest on the notes. At that time, the purchase price may be paid in cash, shares of common stock, or a combination of the two, at our discretion. Our current intent is to settle in cash any puts exercised in the future.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
- ~~-------------------------------------------------------------------------------------------------~~

------------------------------------------------------------------------------------------------
The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, management is required to make certain estimates, judgments and assumptions that it believes are reasonable based on the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. The significant accounting policies which management believes are the most critical to aid in fully understanding and evaluating the Company's reported financial results are sales allowances, inventory valuation, recoverability of goodwill and intangible assets, recoverability of royalty advances and commitments and pensions.

Sales allowances for customer promotions, discounts and returns are recorded as a reduction of revenue when the related revenue is recognized. Revenue from product sales is recognized upon passing of title to the customer, at the time of shipment. Revenue from product sales, less related sales allowances, is added to royalty revenue and reflected as net revenues in the consolidated statements of ~~operations~~operations. The Company routinely commits to promotional sales allowance programs with customers. These allowances primarily relate to fixed programs, which the customer earns based on purchases of Company products during the year. Discounts are recorded as a reduction of related revenue at the time of sale. While many of the allowances are based on fixed amounts, certain of the allowances, such as the returns allowance, are based on market data, historical trends and information from customers and are therefore subject to estimation.

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

Inventory is valued at the lower of cost or market. Based upon a consideration of quantities on hand, actual and projected sales volume, anticipated product selling price and product lines planned to be discontinued, slow-moving and obsolete inventory is written down to its net realizable value. Failure to accurately predict and respond to consumer demand could result in the Company underproducing popular items or overproducing less popular items. Management estimates are monitored on a quarterly basis and a further adjustment to reduce inventory to its net realizable value is recorded, as an increase to cost of sales, when deemed necessary under the lower of cost or market standard.

On December 31, 2001, the first day of fiscal 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets", which eliminates the amortization of goodwill, as well as amortization of intangible assets deemed to have an indefinite life. Under this Statement, goodwill and intangible assets are allocated to applicable reporting units. Goodwill and other intangible assets deemed to have indefinite lives are tested for impairment annually. Goodwill is tested using a two step process that begins with an estimation of the fair value of the reporting unit using an income approach, which looks to the present value of expected future cash flows.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

The first step is a screen for potential impairment while the second step measures the amount of impairment if there is an indication from the first step that one exists. Intangible assets with indefinite lives are tested for impairment by comparing their carrying value to their estimated fair value also calculated using the income approach. In connection ~~w ith~~with the adoption of SFAS 142, the Company recorded an impairment charge of $245,732, net of tax, primarily as the result of the change in goodwill impairment criteria from an undiscounted to a discounted cash flow method. The Company's annual impairment test was performed in the fourth quarter of 2002 and no impairment was indicated. At ~~March 30,~~June 29, 2003, the Company has goodwill and intangible assets with indefinite lives of ~~$536,626~~$537,705 recorded on the balance sheet.

Intangible assets, other than those with indefinite lives, are reviewed for indications of impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of these intangible assets is measured by a comparison of the assets' carrying value to the estimated future undiscounted cash flows expected to be generated by the asset. If such assets were considered to be impaired, the impairment would be measured by the amount by which the carrying value of the asset exceeds its fair value based on estimated future discounted cash flows. The estimation of future cash flows requires significant judgments and estimates with respect to future revenues related to the respective asset and the future cash outlays related to those revenues. Actual revenues and related cash flows or changes in anticipated revenues and related cash flows could result in a change in this assessment and result in an impairment charge. The estimation of discounted cash flows also requir es the selection of an appropriate discount rate. The use of different assumptions would increase or decrease estimated discounted cash flows and could increase or decrease the related impairment charge. Intangible assets covered under this policy were ~~$691,843~~$677,763 at ~~March 30,~~June 29, 2003.

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

The recoverability of royalty advances and contractual obligations with respect to minimum guaranteed royalties is assessed by comparing the remaining minimum guaranty to the estimated future sales forecasts and related cash flow projections to be derived from the related product. If sales forecasts and related cash flows from the particular product do not support the recoverability of the remaining minimum guaranty or, if the Company decides to discontinue a product line with royalty advances or commitments, a charge to royalty expense to write-off the remaining minimum guaranty is required. The preparation of revenue forecasts and related cash flows for these products requires judgments and estimates. Actual revenues and related cash flows or changes in the assessment of anticipated revenues and cash flows related to these products could result in a change to the assessment of recoverability of remaining minimum guaranteed royalties. At ~~March 30,~~June 29, 2003, the Company had ~~$214,500~~approximately $217,500 of prepaid royalties, ~~$ 54,500~~approximately $65,600 of which are included in prepaid expenses and other current assets and ~~$160,000~~approximately $151,900 which are included in other assets.

The Company, except for certain International subsidiaries, has pension plans covering substantially all of its full-time employees. Pension expense is based on actuarial computations of current and future benefits using estimates for expected return on assets, expected salary increases, and applicable discount rates. These estimates are established for the upcoming year at the Company's measurement date of September 30. The Company estimates expected return on assets using a weighted average rate based on historical market data for the investment classes of assets held by the plan, the allocation of plan assets among those investment classes, and the current economic environment.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

Based on this information and, in light of recent decreases in historical average market returns, the Company reduced its expected long-term return on plan assets in September 2002 to 8.75% versus 9.00% used in 2001. A decrease in the estimate used for expected return on plan assets would increase pension expense while an ~~increa se~~increase in this estimate would decrease pension expense. Expected salary increases are estimated using a combination of historical salary increases with expected salary increases in the Company's long-term business forecasts. Based on this analysis, in 2002, the Company reduced expected long-term salary increases to 4.0% from 4.5% used in 2001. Increases in estimated salary increases would increase pension expense while decreases would decrease pension expense. Discount rates are selected based upon rates of return on high quality fixed income investments currently available and expected to be available during the period to maturity of the pension benefits. The ~~Company~~Co mpany considers Moody's long-term Aa Corporate Bond yield at the measurement date as an appropriate guide in setting this rate. At September 30, 2002, the Company's measurement date for its pension assets and liabilities, the Moody's long-term Corporate Bond yield was 6.51%, and the Company selected a discount rate of 6.50% versus 7.25% used in 2001. A ~~d ecrease~~decrease in the discount rate would result in greater pension expense while an increase in the discount rate would decrease pension expense. Primarily as a result of the changes in these assumptions, the Company expects its full year pension expense in 2003 to increase by $4,500 over 2002. The Company does not expect these changes in its assumptions to impact its funding requirements in 2003. In accordance with Statement of Financial Accounting Standards No. 87, "Employers Accounting for Pensions", actual results that differ from the actuarial assumptions are accumulated and, if in excess of a certain corridor, amortized over future periods and, therefore ~~generally~~gene rally affect recognized expense and the recorded obligation in future periods. Assets in the plan are valued on the basis of their fair market value on the measurement date.

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

FINANCIAL RISK MANAGEMENT
- ~~--------------------------------------------------~~

----------------------------------------------
The Company is exposed to market risks attributable to fluctuations in foreign currency exchange rates primarily as a result of sourcing products in U.S. dollars, Hong Kong dollars and Euros while marketing those products in more than twenty-five currencies. Results of operations may be affected primarily by changes in the value of the U.S. dollar, Hong Kong dollar, Euro, British pound, Canadian dollar and Mexican peso and, to a lesser extent, other currencies, including those in Latin American countries.

To manage this exposure, the Company has hedged a portion of its estimated ~~upcoming fiscal year~~ foreign currency transactions using forward foreign exchange contracts and, to a lesser extent, zero cost option collars. From time to time, the Company may also hedge foreign currency exposure using purchased foreign currency options. The Company is also exposed to foreign currency risk with respect to its net cash and cash equivalents or short-term borrowing positions in other than the U.S. dollar. The ~~C ompany~~Company believes, however, that the on-going risk on the net exposure should not be material to its financial condition. In addition, the Company's revenues and costs have been and will likely continue to be affected by changes in foreign currency rates. The Company does not speculate in, and, other than set forth above, the Company does not hedge foreign currencies. The Company reflects all derivatives at their fair value as an asset or liability on the balance sheet.

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

In 2002, the Company entered into interest rate swap agreements in order to adjust the amount of total debt that is subject to fixed interest rates. At ~~March 30,~~June 29, 2003, these swaps had notional amounts of $200,000. These agreements are designated and effective as hedges of the change in the fair value of the associated debt. Changes in fair value of these contracts are wholly offset in earnings by changes in the fair value of long-term debt. At ~~March 30,~~June 29, 2003, these contracts had a fair value of ~~$15,529,~~$19,042, which is recorded in other ~~assets.~~assets, with a balancing entry to long-term debt.

FORWARD-LOOKING STATEMENTS AND
FACTORS THAT MAY AFFECT FUTURE RESULTS
- ~~------------------------------------------------------------------------------~~

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This Quarterly Report on Form 10-Q contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, concerning management's expectations, goals, objectives, and similar matters. These statements may be identified by the use of forward-looking words or phrases such as "anticipate," "believe," "could," "expect," "intend," "look forward," "may," "planned," "potential," "should," "will," and "would" or any variations of words with similar meanings. These forward-looking statements are inherently subject to known and unknown risks and uncertainties.

The Company's actual ~~actions~~results or ~~results~~experience may differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such a difference include, but are not limited to:

the Company's ability to manufacture, source and ship new and continuing products onin a timely ~~basis~~manner and ~~the~~customers' and consumers' acceptance of those products ~~by customers and consumers~~ at prices that will be sufficient to profitably recover development, manufacturing, marketing, royalty and other costs of products;

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

economic and public health conditions, including factors which impact the strength of the retail market and retail demand or the Company's ability to manufacture and deliver products, higher fuel and commodity prices, higher transportation costs, currency fluctuations, government regulation and other conditions in the various markets in which the Company operates throughout the world;
the Company's ability to generate ~~revenue~~sales during the fourth quarter, particularly during the relatively brief holiday season, which is the period in which the Company derives a substantial portion of its revenues;
the inventory policies of retailers, including the concentration of the Company's revenues in the second half and fourth quarter of the year, together with the increased reliance by retailers on quick response inventory management techniques, which increases the risk of underproduction of popular items, overproduction of less popular items and failure to achieve tight and compressed shipping schedules;
work stoppages, slowdowns or strikes, which may impact the Company's ability to manufacture or deliver product;
concentration of manufacturing of many of the Company's products in the People's Republic of China and the associated impact to the Company of health conditions and other factors affecting social and economic activity in China or affecting the movement of people and products into and out of China;
an adverse change in purchasing policies or the bankruptcy or other lack of success of one or more of the Company's significant retailers comprising its relatively concentrated retail customer base, which could negatively impact the Company's revenues or bad debt exposure;

HASBRO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)

(Thousands of Dollars Except Per Share Data)

the impact of competition on revenues, margins and other aspects of the Company's business, including the ability to secure, maintain and renew popular licenses and the ability to attract and retain ~~talented~~ employees in a competitive environment;
the risk that anticipated benefits of acquisitions may not occur or be delayed or reduced in their realization;
the risk that the market appeal of the Company's licensed products will be less than expected or that the sales revenue generated by ~~these~~those products will be insufficient to cover the minimum guaranteed royalties;
the Company's ability to obtain and enforce intellectual property rights both in the United States and abroad;
the risk that any litigation or arbitration disputes or regulatory investigations could entail significant expense and result in significant fines or other harm to the Company's business;
the Company's ability to obtain external financing on terms acceptable to it in order to meet ~~its~~ working capital needs;
the Company's ability ~~of the Company~~ to generate sufficient available cash flow to service its outstanding debt;
restrictions onthat the Company ~~contained in the Company's~~is subject to under its credit agreement;

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Management's Discussion and Analysis of Financial~~
~~Condition and Results of Operations (continued)~~

~~(Thousands of Dollars Except Per Share Data)~~

unforeseen circumstances, such as severe softness in or collapse of the retail environment that may result in a significant decline in revenues and operating results of the Company, thereby causing the Company to be in non-compliance with its debt covenants and the Company being unable to utilize borrowings under its revolving credit facility, a circumstance likely to occur when operating shortfalls would result in the Company being in the greatest need of such supplementary borrowings;
market conditions, third party actions or approvals, the impact of competition and other factors that could delay or increase the cost of implementation of the Company's consolidation programs, or reduce actual results;
the risk that the Company may be subject to governmental sanctions for failure to comply with applicable regulations or to product liability suits relating to products it manufactures and distributes;
the risk that the Company's reported goodwill may become impaired, requiring the Company to take a charge against its income;
other risks and uncertainties as are or may be detailed from time to time in the Company's public announcements and filings with the SEC, such as filings on Forms 8-K, 10-Q and 10-K.

The Company undertakes no obligation to revise the forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect events or circumstances occurring after the date of the filing of this report.

Item 3. Quantitative and Qualitative Disclosures about Market ~~Risk.~~
Risk

The information required by this item is included in Part I Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by reference.

Item 4. Controls and Procedures.

The Company maintains disclosure controls and procedures, as defined in Rule ~~13a-14~~13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. ~~Within the 90 days prior to the date of this report, the~~The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and ~~pro cedures.~~procedures as of June 29, 2003. Based on the ~~evaluation~~evaluati on of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

There were no ~~significant~~ changes in the Company's internal ~~controls~~control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended June 29, 2003, that have materially affected, or ~~in other factors that could significantly~~are reasonably likely to materially affect, the Company's internal ~~controls subsequent to the date that the Company completed its evaluation.~~control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

	During 2001, the Company received two inquiries from the Office of Fair Trading in the United Kingdom (the "OFT") into alleged anti-competitive pricing practices by the Company's United Kingdom ("U.K.") subsidiary, Hasbro U.K. Ltd. ("Hasbro U.K."). In November of 2002, the OFT issued a decision in the first of these inquiries (the "wholesaler case") related to Hasbro U.K.'s interactions with certain of its wholesale distributors, finding that Hasbro U.K. had entered into agreements with certain distributors to fix prices in violation of U.K. competition laws. The OFT assessed a fine in that case of approximately GBP 4,950,000 or approximately $7,900,000 at the then current exchange rates. The Company filed an appeal of this decision in January 2003 to the U.K. Competition Commission Appeals Tribunal (the "CCAT"). In February of 2003, the OFT issued a decision in the second inquiry regarding Hasbro U.K.'s trading arrangement with certain of its direct retail accounts, finding that Hasbro U.K. had entered into agreements with certain direct retailers to fix prices in violation of U.K. competition laws. The OFT assessed a fine in this case but, due to the Company's cooperation with the OFT's investigation, the OFT's decision stated that the Company would not be required to pay any of that fine.None. ~~In March 2003, the Company withdrew its appeal of the wholesaler case with the CCAT and paid the fine of GBP 4,950,000, which had been accrued at December 29, 2002.~~


Item 2. Changes in Securities and Use of Proceeds.

	None.

Item 3. Defaults Upon Senior Securities.

	None.

Item 4. Submission of Matters to a Vote of Security Holders.

	~~None~~At the Company's Annual Meeting of Shareholders on May 14, 2003 (the "Annual Meeting"), the Company's shareholders re-elected the following persons to the Board of Directors of the Company: Frank Biondi, Jr. (148,380,047 votes for, 4,271,121 votes withheld), Alan G. Hassenfeld (148,521,817 votes for, 4,129,351 votes withheld), and Paula Stern (149,443,619 votes for, 3,207,549 votes withheld). The Board also elected the following new director to the Board of Directors of the Company: Edward M. Philip (149,446,201 votes for, 3,204,967 votes withheld).

At the Annual Meeting, the Company's shareholders also approved: 1) an amendment to the Articles of Incorporation to declassify the Board of Directors and establish annual elections of directors, by a vote of 133,487,171 votes for and 18,140,920 against, while 1,023,077 shares abstained; 2) the 2003 Stock Option Plan for Non-Employee Directors by a vote of 136,603,264 votes for and 14,746,384 against, while 1,301,520 shares abstained; 3) the 2003 Senior Management Annual Performance Plan by a vote of 144,503,380 votes for and 6,798,790 against, while 1,348,998 shares abstained; and 4) the 2003 Stock Incentive Performance Plan by a vote of 133,334,340 votes for and 17,974,971 against, while 1,341,857 shares abstained. Finally, at the Annual Meeting the Company's shareholders rejected a shareholder proposal which requested that Hasbro commit itself to the implementation of a code of corporate conduct based on the International Labor Organization human rights standards and commit to a program of outside, independent monitoring of compliance with those standards, with annual reporting to shareholders. This proposal was rejected by a vote of 110,878,981 against, 15,935,513 for, while 9,210,144 shares abstained and there were 16,626,530 broker non-votes. Item 5. Other ~~Information.~~Information

	None.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.

	3.1	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.)~~

		~~3.2~~	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.)

		~~3.3~~	~~Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3(c) to the Company's Annual Report on Form 10-K for the year ended December 30, 2001, File No. 1-6682.)~~

		~~3.4~~	~~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.)

	3.2	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.)

	3.3	Amendment to Articles of Incorporation, filed May 23, 2003.

	3.4	Amended and Restated Bylaws of the Company, as amended.

	3.5	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.)

	3.6	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.)

	4.1	Indenture, dated as of July 17, 1998, by and between the Company and Citibank, N.A. as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 14, 1998, File No. 1-6682.)

	4.2	Indenture, dated as of March 15, 2000, by and between the Company and the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4(b)(i) to the Company's Annual Report on Form 10-K for the year ended December 26, 1999, File No. 1-6682.)

~~Item 6. Exhibits and Reports on Form 8-K. (continued)~~


			~~(a) Exhibits. (continued)~~

		4.3	Indenture, dated as of November 30, 2001, by and between the Company and The Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, File No. 333-83250, filed February 22, 2002.)

		4.4	Second Amended and Restated Revolving Credit Agreement dated as of March 19, 2002 by and among the Company, the Banks party thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(d) to the Company's Annual Report on Form 10-K for the year ended December 30, 2001, File No. 1-6682.)

~~4.5~~

~~First Amendment to Second Amended~~Item 6. Exhibits and Restated Revolving Credit Agreement dated as of July 26, 2002 by and among the Company, the Banks thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4.5 to the Company's Quarterly ReportReports on Form 8-K. (continued)

(a) Exhibits. (continued)

	4.5	First Amendment to Second Amended and Restated Revolving Credit Agreement dated as of July 26, 2002 by and among the Company, the Banks thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, File No. 1-6682.)

	~~4.6~~	Second Amendment to Second Amended and Restated Revolving Credit Agreement dated as of January 24, 2003 by and among the Company, the Banks party thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(f) to the Company's Annual Report on Form 10-K for the year ended December 29, 2002, File No. 1-6682.)

	~~4.7~~	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.)

	~~4.8~~	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 year ended December 31, 2000, File No. 1-6682.)

	~~10.1~~	Seventeenth Amendment to Star Wars License Agreement among Lucas Licensing Ltd., the Company and Hasbro International Inc., dated as of January 30, 2003. (Incorporated by reference to Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended December 29, 2002, File No. 1-6682.)

	~~10.2~~	Second Amendment to Agreement of Strategic Relationship between Lucasfilm Ltd. and the Company, dated as of January 30, 2003. (Incorporated by reference to Exhibit 10(j) to the Company's Annual Report on Form 10-K for the year ended December 29, 2002, File No. 1-6682.)

	~~10.3~~	Warrant Amendment Agreement dated January 30, 2003 by and among the Company, Lucasfilm Ltd., and Lucas Licensing Ltd. (filed as Exhibit 1 to Amendment No. 1 to Statement on Schedule 13D filed with the SEC with respect to the securities of Hasbro, Inc. on February 10, 2003 and incorporated herein by reference.)

~~Item 6. Exhibits and Reports on Form 8-K. (continued)~~

4.6

~~(a) Exhibits. (continued)~~

	~~11.1~~	~~Computation of Earnings Per Common Share - Quarters~~
		~~Ended March 30, 2003 and March 31, 2002.~~

	12	~~Computation of Ratio of Earnings to Fixed Charges - Quarter Ended March~~	Second Amendment to Second Amended and Restated Revolving Credit Agreement dated as of January 24, 2003 by and among the Company, the Banks party thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(f) to the Company's Annual Report on Form 10-K for the year ended December 29, 2002, File No. 1-6682.)

	4.7	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.)

	4.8	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 year ended December 31, 2000, File No. 1-6682.)

	10.1	First Amendment to Hasbro, Inc. Retirement Plan for Directors, dated April 15, 2003.

	10.2	First Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated April 15, 2003.

	10.3	Hasbro, Inc. 2003 Stock Option Plan for Non-Employee Directors (Incorporated by reference to Appendix B to the Company's definitive proxy statement for its 2003 Annual Meeting of Shareholders, File No. 1-6682.)

	10.4	Hasbro, Inc. 2003 Senior Management Annual Performance Plan (Incorporated by reference to Appendix C to the Company's definitive proxy statement for its 2003 Annual Meeting of Shareholders, File No. 1-6682.)

	10.5	Hasbro, Inc. 2003 Stock Incentive Performance Plan (Incorporated by reference to Appendix D to the Company's definitive proxy statement for its 2003 Annual Meeting of Shareholders, File No. 1-6682.)

	11.1	Computation of Earnings Per Common Share - Six Months
		Ended June 29, 2003 and June 30, 2002.

	11.2	Computation of Earnings Per Common Share - Quarter
		Ended June 29, 2003 and June 30, 2002.

	12	Computation of Ratio of Earnings to Fixed Charges -
		Six Months and Quarter Ended June 29, 2003.

~~99.1~~

~~Certification of the Chief Executive Officer Pursuant to Section 906~~

~~of the Sarbanes-Oxley Act of 2002.~~

~~99.2~~

~~Certification of the Chief Financial Officer Pursuant to Section 906~~

~~of the Sarbanes-Oxley Act of 2002.~~

~~(b)~~Item 6. Exhibits and Reports on Form ~~8-K~~8-K. (continued)


	A Current Report on Form 8-K, dated January 30, 2003, was filed to announce that the Company's license with Lucas Licensing Ltd. for the manufacture and distribution of Star Wars toys and games had been extended for an additional ten years, as well as amendments of the warrants previously granted to Lucas Licensing Ltd. and Lucasfilm Ltd. A Current Report on Form 8-K, dated February 12, 2003, was filed to announce the findings of the Office of Fair Trading in the United Kingdom regarding its inquiries into alleged anti-competitive pricing practices of the Company. A Current Report on Form 8-K, dated February 13, 2003, was filed to announce the Company's results for the year ended December 29, 2002. Consolidated statements of earnings (without notes) for the quarters and years ended December 29, 2002 and December 30, 2001, consolidated balance sheets as of said dates, and earnings per share and major segment results tables for the said periods were also filed.			(a) Exhibits. (continued)

~~SIGNATURES~~

~~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 thereunto duly authorized.~~

31.1

		~~HASBRO, INC.~~ ~~- ---------------------~~ ~~(Registrant)~~



~~Date: May 13, 2003~~	~~By: /s/ David D. R. Hargreaves~~
		~~------------------------------------------~~
		~~David D. R. Hargreaves~~
		~~Senior Vice President and~~
		~~Chief Financial Officer~~
		~~(Duly Authorized Officer and~~
		~~Principal Financial Officer)~~	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

~~CERTIFICATIONS~~

31.2

~~I, Alan G. Hassenfeld, certify that:~~			Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

	32.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

	32.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.


	(b) Reports on Form 8-K

A Current Report on Form 8-K, dated April 21, 2003, was filed to announce the Company's results as of and for the three months ended March 30, 2003. Consolidated statements of earnings (without notes) for the quarters ended March 30, 2003 and March 31, 2002, consolidated balance sheets as of said dates, and earnings per share, major segment results, and reconciliations of EBITDA tables for the said periods were also filed.

~~I have reviewed~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this ~~quarterly~~ report to be signed on its behalf by the
undersigned thereunto duly authorized.

		HASBRO, INC. - --------------------- (Registrant)



Date: August 13, 2003	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. AND SUBSIDIARIES
Quarterly Report on Form 10-Q ~~of Hasbro, Inc.;~~
For the Period Ended June 29, 2003

Exhibit Index

Exhibit
No.		Exhibits
-------		-----------

3.1		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.)

3.2		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.)

3.3		Amendment to Articles of Incorporation, filed May 23, 2003.

3.4		Amended and Restated Bylaws of the Company, as amended.

3.5		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.)

3.6		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.)

4.1		Indenture, dated as of July 17, 1998, by and between the Company and Citibank, N.A. as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 14, 1998, File No. 1-6682.)

4.2		Indenture, dated as of March 15, 2000, by and between the Company and the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4(b)(i) to the Company's Annual Report on Form 10-K for the year ended December 26, 1999, File No. 1-6682.)

4.3		Indenture, dated as of November 30, 2001, by and between the Company and The Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, File No. 333-83250, filed February 22, 2002.)
4.4		Second Amended and Restated Revolving Credit Agreement dated as of March 19, 2002 by and among the Company, the Banks party thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(d) to the Company's Annual Report on Form 10-K for the year ended December 30, 2001, File No. 1-6682.)

4.5		First Amendment to Second Amended and Restated Revolving Credit Agreement dated as of July 26, 2002 by and among the Company, the Banks thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, File No. 1-6682.)

4.6		Second Amendment to Second Amended and Restated Revolving Credit Agreement dated as of January 24, 2003 by and among the Company, the Banks party thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(f) to the Company's Annual Report on Form 10-K for the year ended December 29, 2002, File No. 1-6682.)

4.7		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.)

4.8		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 year ended December 31, 2000, File No. 1-6682.)

10.1		First Amendment to Hasbro, Inc. Retirement Plan for Directors, dated April 15, 2003.

10.2		First Amendment to Hasbro, Inc. Deferred Compensation Plan for Non-Employee Directors, dated April 15, 2003.

10.3		Hasbro, Inc. 2003 Stock Option Plan for Non-Employee Directors (Incorporated by reference to Appendix B to the Company's definitive proxy statement for its 2003 Annual Meeting of Shareholders, File No. 1-6682.)

10.4		Hasbro, Inc. 2003 Senior Management Annual Performance Plan (Incorporated by reference to Appendix C to the Company's definitive proxy statement for its 2003 Annual Meeting of Shareholders, File No. 1-6682.)

10.5		Hasbro, Inc. 2003 Stock Incentive Performance Plan (Incorporated by reference to Appendix D to the Company's definitive proxy statement for its 2003 Annual Meeting of Shareholders, File No. 1-6682.)

11.1		Computation of Earnings Per Common Share - Six Months
		Ended June 29, 2003 and June 30, 2002.

11.2		Computation of Earnings Per Common Share - Quarter
		Ended June 29, 2003 and June 30, 2002.

12		Computation of Ratio of Earnings to Fixed Charges -
		Six Months and Quarter Ended June 29, 2003.

31.1		Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2		Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1		Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

32.2		Certification of the Chief Financial Officer Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934.

2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	~~evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and~~

	c)	~~presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

	b)	~~any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and~~

6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

~~Date: May 13, 2003~~
			~~/s/ Alan G. Hassenfeld~~
			~~------------------------------~~
			~~Alan G. Hassenfeld~~
			~~Chairman and Chief Executive~~
			~~Officer~~

~~I, David D. R. Hargreaves, certify that:~~

1.	~~I have reviewed this quarterly report on Form 10-Q of Hasbro, Inc.;~~

2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	~~evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and~~

	c)	~~presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

	b)	~~any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and~~

6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

~~Date: May 13, 2003~~
			~~/s/ David D. R. Hargreaves~~
			~~------------------------------------~~
			~~David D. R. Hargreaves~~
			~~Senior Vice President and Chief~~
			~~Financial Officer~~

~~HASBRO, INC. AND SUBSIDIARIES~~
~~Quarterly Report on Form 10-Q~~
~~For the Period Ended March 30, 2003~~

~~Exhibit Index~~

~~Exhibit~~
~~No.~~		~~Exhibits~~
~~-------~~		~~-----------~~

~~3.1~~		~~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.)~~

~~3.2~~		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.)

~~3.3~~		~~Amended and Restated Bylaws of the Company, as amended. (Incorporated by reference to Exhibit 3(c) to the Company's Annual Report on Form 10-K for the year ended December 30, 2001, File No. 1-6682.)~~

~~3.4~~		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.)

~~3.5~~		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.)

~~4.1~~		Indenture, dated as of July 17, 1998, by and between the Company and Citibank, N.A. as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 14, 1998, File No. 1-6682.)

~~4.2~~		Indenture, dated as of March 15, 2000, by and between the Company and the Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4(b)(i) to the Company's Annual Report on Form 10-K for the year ended December 26, 1999, File No. 1-6682.)

~~4.3~~		Indenture, dated as of November 30, 2001, by and between the Company and The Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, File No. 333-83250, filed February 22, 2002.)

~~4.4~~		Second Amended and Restated Revolving Credit Agreement dated as of March 19, 2002 by and among the Company, the Banks party thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(d) to the Company's Annual Report on Form 10-K for the year ended December 30, 2001, File No. 1-6682.)

~~4.5~~		First Amendment to Second Amended and Restated Revolving Credit Agreement dated as of July 26, 2002 by and among the Company, the Banks thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, File No. 1-6682.)

~~4.6~~		Second Amendment to Second Amended and Restated Revolving Credit Agreement dated as of January 24, 2003 by and among the Company, the Banks party thereto, and Fleet National Bank, as Agent for the Banks. (Incorporated by reference to Exhibit 4(f) to the Company's Annual Report on Form 10-K for the year ended December 29, 2002, File No. 1-6682.)

~~4.7~~		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.)

~~4.8~~		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 year ended December 31, 2000, File No. 1-6682.)

~~10.1~~		Seventeenth Amendment to Star Wars License Agreement among Lucas Licensing Ltd., the Company and Hasbro International Inc., dated as of January 30, 2003. (Incorporated by reference to Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended December 29, 2002, File No. 1-6682.)

~~10.2~~		Second Amendment to Agreement of Strategic Relationship between Lucasfilm Ltd. and the Company, dated as of January 30, 2003. (Incorporated by reference to Exhibit 10(j) to the Company's Annual Report on Form 10-K for the year ended December 29, 2002, File No. 1-6682.)

~~10.3~~		Warrant Amendment Agreement dated January 30, 2003 by and among the Company, Lucasfilm Ltd., and Lucas Licensing Ltd. (filed as Exhibit 1 to Amendment No. 1 to Statement on Schedule 13D filed with the SEC with respect to the securities of Hasbro, Inc. on February 10, 2003 and incorporated herein by reference.)

~~11.1~~		~~Computation of Earnings Per Common Share - Quarters~~
		~~Ended March 30, 2003 and March 31, 2002.~~

12		~~Computation of Ratio of Earnings to Fixed Charges -~~
		~~Quarter Ended March 30, 2003.~~

~~99.1~~		~~Certification of the Chief Executive Officer Pursuant to Section 906~~
		~~of the Sarbanes-Oxley Act of 2002~~

~~99.2~~		~~Certification of the Chief Financial Officer Pursuant to Section 906~~
		~~of the Sarbanes-Oxley Act of 2002.~~