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 period ended September 25, 1994April 2, 1995          Commission file number 1-6682


                                HASBRO, INC.
                            --------------------
                            (Name of Registrant)
 
       Rhode Island                                O5-0155090
-
- ------------------------             ------------------------------------
(State of Incorporation)             (I.R.S. Employer Identification No.)



           1027 Newport Avenue, Pawtucket, Rhode Island  02861
- -
           ---------------------------------------------------
                      (Principal Executive Offices)



                              (401) 431-8697 



    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
                                 ---       ---

    The number of shares of Common Stock, par value $.50 per share, 
outstanding as of OctoberApril 28, 1994 was 87,619,877.



87,717,715.


                         HASBRO, INC. AND SUBSIDIARIES
                          Consolidated Balance Sheets

                   (Thousands of Dollars Except Share Data)
                                  (Unaudited)



                                            Sep.Apr. 2,   Mar. 27,   Dec. 25,
   Sep. 26,   Dec. 26,
   Assets                                    1995       1994       1993       19931994
                                           --------   --------   --------
Current assets
  Cash and cash equivalents              $  43,234     48,466    186,254
  Marketable securities available
   for sale                                  16,810          -          -189,777    250,262    137,028
  Accounts receivable, less allowance
   for doubtful accounts of $52,500,
   $58,300$49,700,
   $53,500 and $54,200                    1,118,622  1,087,653    720,442$51,000                      475,813    449,981    717,890
  Inventories:
    Finished products                       260,407    244,289    183,899198,587    203,757    181,202
    Work in process                          20,163     29,359     22,48622,334     23,274     19,342
    Raw materials                            52,519     59,883     43,68256,017     44,288     43,863
                                          ---------  ---------  ---------
      Total inventories                     333,089    333,531    250,067276,938    271,319    244,407

  Deferred income taxes                      89,165     81,429     78,41383,474     86,933     83,730
  Prepaid expenses                           58,002     64,463     65,95986,849     63,571     69,408
                                          ---------  ---------  ---------
        Total current assets              1,658,922  1,615,542  1,301,1351,112,851  1,122,066  1,252,463

Property, plant and equipment, net          296,986    258,919    279,803308,469    282,978    308,879
                                          ---------  ---------  ---------

Other assets
  Cost in excess of acquired net assets,
   less accumulated amortization of
   $79,926, $63,736$87,335, $71,768 and $68,122             553,745    481,507    475,607$82,949             489,918    472,367    479,960
  Other intangibles, less accumulated
   amortization of $99,499, $80,520$62,761, $89,609 and
   $85,290                                  170,695    190,818    185,953$58,178                                  357,373    180,839    295,333
  Other                                      35,966     48,256     50,52061,152     55,100     41,740
                                          ---------  ---------  ---------
        Total other assets                  760,406    720,581    712,080908,443    708,306    817,033
                                          ---------  ---------  ---------

        Total assets                     $2,716,314  2,595,042  2,293,018$2,329,763  2,113,350  2,378,375
                                          =========  =========  =========


                         HASBRO, INC. AND SUBSIDIARIES
                    Consolidated Balance Sheets, Continued

                   (Thousands of Dollars Except Share Data)
                                  (Unaudited)



                                            Sep.Apr. 2,   Mar. 27,   Dec. 25,   Sep. 26,   Dec. 26,
   Liabilities and Shareholders' Equity      1995       1994       1993       19931994
                                           --------   --------   --------
Current liabilities
  Short-term borrowings                   $ 486,252    469,355     62,242
  Current installments of long-term debt      3,204        141      3,236162,736     53,091     81,805
  Trade payables                            133,060    134,307    170,309115,259    105,280    165,378
  Accrued liabilities                       413,741    412,964    420,476309,950    293,557    417,763
  Income taxes                              108,515     93,635     92,051106,007     92,906     98,786
                                          ---------  ---------  ---------
        Total current liabilities           1,144,772  1,110,402    748,314693,952    544,834    763,732

Long-term debt, excluding current
 installments                               150,437    203,642    200,510150,000    200,479    150,000
Deferred liabilities                         73,057     69,170     67,51165,809     73,171     69,226
                                          ---------  ---------  ---------
        Total liabilities                   1,368,266  1,383,214  1,016,335909,761    818,484    982,958
                                          ---------  ---------  ---------
Shareholders' equity
  Preference stock of $2.50 par
   value. Authorized 5,000,000
   shares; none issued                            -          -          -
  Common stock of $.50 par value.
   Authorized 300,000,000 shares; issued
   88,085,802, 87,635,77487,981,176 and 87,795,25188,085,802     44,043     43,818     43,89843,991     44,043
  Additional paid-in capital                283,872    294,670    296,823280,896    299,064    282,151
  Retained earnings                       1,001,730    855,511    920,9561,086,070    937,227  1,071,416
  Cumulative translation adjustments         32,049     17,829     15,00622,473     14,584     14,526
  Treasury stock, at cost, 451,900450,559,
   none and 557,455 shares                  in 1994                           (13,646)(13,480)         -    -(16,719)
                                          ---------  ---------  ---------
        Total shareholders' equity        1,348,048  1,211,828  1,276,6831,420,002  1,294,866  1,395,417
                                          ---------  ---------  ---------

        Total liabilities and
         shareholders' equity            $2,716,314  2,595,042  2,293,018$2,329,763  2,113,350  2,378,375
                                          =========  =========  =========


See accompanying condensed notes to consolidated financial statements.


                        HASBRO, INC. AND SUBSIDIARIES
                     Consolidated Statements of Earnings

                   (Thousands of Dollars Except Share Data)
                                  (Unaudited)

                                                         Thirteen Weeks Ended  Thirty-Nine WeeksQuarter Ended
                                                      --------------------
                                                       -----------------------
                                Sep. 25,   Sep. 26,     Sep. 25,   Sep. 26,Apr. 2,    Mar. 27,
                                                        1995        1994       1993         1994       1993
                                --------   --------
                                                      --------    --------
Net revenues                                          $796,222    812,393    1,729,679  1,814,980$526,503     489,133
Cost of sales                                          352,129    351,064      763,507    780,605232,572     208,200
                                                       -------     -------
---------  ---------
Gross profit                                           444,093    461,329      966,172  1,034,375293,931     280,933
                                                       -------     -------
---------  ---------
Expenses
  Amortization                                           9,598      8,797       27,196     26,1739,243       8,793
  Royalties, research and
   development                                          75,359     81,991      180,781    185,27455,084      50,320
  Advertising                                           116,307    111,868      241,294    247,48070,233      64,559
  Selling, distribution and
   administrative                123,067    126,364      343,337    349,730
  Restructuring charges           12,500          -       12,500          -administration                                      120,803     110,290
                                                       -------     -------
    ---------  ---------
    Total expenses                                     336,831    329,020      805,108    808,657255,363     233,962
                                                       -------     -------
---------  ---------
Operating profit                                        107,262    132,309      161,064    225,71838,568      46,971
                                                       -------     -------    ---------  ---------
Nonoperating (income) expense
  Interest expense                                       8,776      9,111       18,821     19,6595,823       5,436
  Other (income), net                                   (23,710)       333      (26,053)    (3,468)(2,512)     (1,908)
                                                       -------     -------    ---------  ---------
    Total nonoperating expense                           (14,934)     9,444       (7,232)    16,1913,311       3,528
                                                       -------     -------    ---------  ---------
Earnings before income taxes and
 cumulative effect of change in
 accounting principles                                  122,196    122,865      168,296    209,52735,257      43,443
Income taxes                                            47,045     47,317       64,794     80,24913,574      16,726
                                                       -------     -------
---------  ---------
Net earningsEarnings before cumulative
 effect of change in accounting
 principles                                             75,151     75,548      103,502    129,27821,683      26,717
Cumulative effect of change in
 accounting principles                                       -      -       (4,282)         -
                                                       -------     -------    ---------  ---------
Net earnings                                          $ 75,151     75,548       99,220    129,27821,683      22,435
                                                       =======     =======    =========  =========

Per common share
 Net earningsEarnings before cumulative
   effect of change in accounting
   principles                                         $    .85        .84         1.16       1.44.25         .30
                                                       =======     =======    =========  =========
 Net earnings                                         $    .85        .84         1.11       1.44.25         .25
                                                       =======     =======    =========  =========
 Cash dividends declared                              $    .08         .07        .06          .21        .18
                                                       =======     =======    =========  =========

See accompanying condensed notes to consolidated financial statements.


                         HASBRO, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                Thirty-Nine WeeksQuarters Ended September 25,April 2, 1995 and March 27, 1994 and September 26, 1993

                            (Thousands of Dollars)
                                  (Unaudited)

                                                          1995       1994       1993
                                                          ----       ----
Cash flows from operating activities
  Net earnings                                          $ 99,220    129,27821,683     22,435
  Adjustments to reconcile net earnings to net cash
   provided by operating activities:
    Depreciation and amortization of plant and equipment  59,710     48,95319,224     16,424
    Other amortization                                     27,196     26,1739,243      8,793
    Deferred income taxes                                 (11,102)    (6,006)
    Gain on investments                                  (23,291)         -(5,112)   (11,023)
  Change in operating assets and liabilities (other than
   cash and cash equivalents):
    (Increase)Decrease in accounts receivable                      (368,304)  (450,621)257,841    268,687
    (Increase) in inventories                            (73,557)  (114,140)(22,261)   (21,178)
    (Increase) decrease in prepaid expenses              9,318     (6,540)(15,843)     2,075 
    (Decrease) increase in trade payables and accrued
     liabilities                                        (41,936)    11,201(162,280)  (193,199)
  Other                                                   (786)    (3,158)(6,958)     4,129
                                                         -------    -------
      Net cash utilizedprovided by operating activities           (323,532)  (364,860)95,537     97,143
                                                         -------    -------
Cash flows from investing activities
  Additions to property, plant and equipment             (73,019)   (60,955)
  Purchase of marketable securities                            -   (141,411)
  Proceeds from sale of investments                       24,449    141,839
  Acquisitions,(16,044)   (19,590)
  Investments and acquisitions, net of cash acquired    (98,411)   (30,644)(102,413)         -
  Other                                                      444      2,520168        198
                                                         -------    -------
      Net cash utilized by investing activities         (146,537)   (88,651)(118,289)   (19,392)
                                                         -------    -------
Cash flows from financing activities
  Net proceeds (payments) of short-term borrowings                  418,409    394,313borrowing         72,338    (10,551)
  Repayment of long-term debt                                (50,105)   (11,668)(10)       (37)
  Purchase of common stock                                  (312)         -
  Stock option and warrant transactions                    (8,498)     7,422
  Purchase of common stock                               (17,954)         -2,296      2,334
  Dividends paid                                          (17,577)   (14,865)(6,130)    (5,271)
                                                         -------    -------
      Net cash provided (utilized) by financing
       activities                                         324,275    375,20268,182    (13,525)
                                                         -------    -------
Effect of exchange rate changes on cash                    2,774        8227,319       (218)
                                                         -------    -------
      DecreaseIncrease (decrease) in cash and cash equivalents    (143,020)   (77,487)52,749     64,008
Cash and cash equivalents at beginning of year           137,028    186,254    125,953
                                                         -------    -------
      Cash and cash equivalents at end of period        $ 43,234     48,466$189,777    250,262
                                                         =======    =======
Supplemental information
  Cash paid during the period for:
    Interest                                            $  16,636     18,0532,951      2,859
    Income taxes                                        $ 45,931     69,10510,827     20,893

See accompanying condensed notes to consolidated financial statements.


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

                            (Thousands of Dollars)
                                  (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 September 25,April 2, 1995 and March 27, 
1994, and September 26, 
1993, and the results of operations and cash flows for the periods then 
ended.

	The quarter ended April 2, 1995 consisted of fourteen weeks while 
the quarter ended March 27, 1994 consisted of thirteen weeks.

	The results of operations for the thirty-nine week periodquarter ended September 25, 
1994,April 2, 1995, are 
not necessarily indicative of results to be expected for the full year.


(2)	The Company adopted the provisions of Statement of Financial 
Accounting Standards No. 112, Employers' Accounting for Postemployment 
Benefits (SFAS 112) as of the beginning of the prior fiscal year. SFAS 112 
requires that the cost of certain postemployment benefits be accrued over 
the employee service period, which was a change from the Company's prior 
practice of recording such benefits when incurred. The effect of initially 
applying SFAS 112, net of a deferred tax benefit of $2,513, was reported as 
the cumulative effect of a change in accounting principles, negatively 
impacting the Company's first quarter 1994 earnings by $4,282.

(3)	As of February 1, 1995, the Company purchased certain products and 
other assets from the Larami group of companies. The consideration for this 
purchase is currently estimated by the Company to be $88,652. Accounting 
for this acquisition using the purchase method, the Company has allocated 
the purchase price based on preliminary estimates of fair market value 
which included $9,622 of net tangible assets, $67,175 of product rights and 
licenses and $11,855 of cost in excess of net assets acquired.

(4)	Earnings per common share are based on the weighted average number 
of shares of common stock and dilutive common stock equivalents outstanding 
during each period. Common stock equivalents include stock options and 
warrants for the period prior to their exercise. Under the treasury stock 
method, the unexercised options and warrants were assumed to be exercised 
at the beginning of the period or at issuance, if later. The assumed 
proceeds were then used to purchase common stock at the average market 
price during the period.

	For each of the reported periods except the thirteen weeks ended September 25, 
1994 and September 26, 1993, the difference between primary and 
fully diluted earnings per share was not significant. For the thirteen weeks ended September 
25, 1994, the primary and fully diluted earnings per share were $.85 and $.82, 
respectively. For the thirteen weeks ended September 26, 1993, the primary and 
fully diluted earnings per share were $.84 and $.81, respectively.


(3) During October 1994, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 119, Disclosure About 
Derivative Financial Instruments and Fair Value of Financial Instruments (SFAS 
119). SFAS 119 requires disclosures about derivative financial instruments 
including futures, forward, swap and option contracts and other financial 
instruments with similar characteristics and is effective for fiscal years 
ending after December 15, 1994.





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

                            (Thousands of dollars)


NET REVENUES				
- - ------------
Net revenues for the thirdfirst quarter and nine months of 19941995 were $796,222 and 
$1,729,679, compared to$526,503, or approximately 
8% greater than the $812,393 and $1,814,980$489,133 reported for the same periodsperiod of 1993. For the quarter, the Company's1994. 
Increased local currency revenues returned to a level 
comparable with those of a year ago. This occurred in spite of the loss of 
approximately $80,000 of worldwide volume from two successful 1993 product 
ranges, Barney(R) and Jurassic Park(TM). Internationally, most of the Company's international 
marketing units, showed modest growth from their 1993 levels and also benefited from a 
$9,000coupled with the favorable effect of the weakened U.S. 
dollar. Domestically,dollar was the record 
volume ofmajor factor in this growth. In the thirddomestic market, the 
Company's revenues were essentially flat with increases in the Hasbro Games 
Group offset by decreases in the Hasbro Toy Group. The first quarter of 
1993, buoyed by the two product ranges noted 
above, could not be sustained.

COST OF SALES1995 included 14 weeks while 1994 included 13.

Gross Profit
- - -------------------------
The gross profit margin, expressed as a percentage of net revenues, 
for the 
quarter decreased to 55.8% from the 19931994 level of 56.8%57.4%. A major cause of this 
deterioration was the change in mix of products sold, primarily within the 
Hasbro Toy Group. During the first quarter of 1995, preschool products 
accounted for a larger portion of total revenues and forgenerally this 
category returns lower gross margins than do promotional products. 
Additionally, the nine months 
to 55.9% from 57.0%. This deterioration is largely attributable to the effectincreased cost of plastic resins and paper, major 
components of many of the decreased domestic volume, principally in the promotional product area. 
Generally, promotional items, which carry higher royalty rates, provideCompany's products, was a higher gross margin than do games and other items.contributing factor.

EXPENSES
-
- --------
Royalties, research and development expenses for the third quarter and nine 
months decreasedincreased in 
both amount and for the third quarter, as a percentage of revenues from 19931994 levels. The royalty 
component increased marginally in amount, reflecting the increased 
revenues, while as a percentage of revenues it decreased, reflecting the 
change in both categories, 
reflecting both the effectmix of reduced revenues and rates on certain 1993 
products which carried higher than traditional royalty rates.sold. Research and development was $35,193 and $96,655$32,564 for 
the third quarter and nine months of 
1994 compared to $33,423 and $87,524$28,503 in the same periods of 1993. These 
increases were largely attributable1994. This increase cannot be attributed 
to any one unit or geographic area, but rather reflects the Company's 
domestic units whose 
developmentexpanded efforts, have been expanded.both in new products and technologies and the refreshing 
of its existing items.

The current quarter advertising increased approximately $4,400$5,700 from the 
comparable 19931994 level, while for the nine months it decreased approximately 
$6,200. As a percentage of net revenues, for the quarter and nine months it 
increased to 14.6% from 13.8% and to 14.0% from 13.6%, respectively. The 
increased percentages are largely the result of higher spending to establish 
selected core brands in certain international markets coupled with the lower 
than normal advertising requirements of Jurassic Park and Barney in 1993, 
reflecting the amount of exposure given these two brands by other parties.

Both in dollars and, as a percentage of net revenues, third quarter selling, 
distribution and administrative expenses showedincreased 
marginally to 13.3% from 13.2% a minor decrease from the 
respective 1993 amounts, which is partially the result of lower distribution 
costs resulting from the lower revenues, coupled with a reduced requirement for 
doubtful accounts. The nine month decrease in amountyear ago. Both increases can largely be 
attributed to the same causes while the increase in percentage is reflectivehigher portion of the fact thatCompany's revenues coming from the 
international marketing units which generally have higher advertising to 
sales ratios than do the domestic groups. 

The Company's selling, distribution and administration expenses increased, 
both in amount and as a percentage of net revenues, from their respective 
1994 amounts. Contributing to the increases were the impact of the weakened 
U.S. dollar, the amounts from the Company's new operations, including 
Larami, the K'nex joint venture, Scandinavia, and Waddington Games, the 
additional week in the 1995 first quarter and the higher proportion of 
volume contributed by the international units. Because of the need to 
operate stand-alone units in most otherof the international markets, their 
selling, distribution and administration expenses, in this categoryexpressed as a 
percentage of revenues, are relatively fixed.


generally greater than those of the domestic 
units.

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

                            (Thousands of dollars)


The Company recently completed a restructuring of its Domestic Toy group, 
merging its Hasbro Toy, Playskool, Playskool Baby, Kenner and Kid Dimension 
units into one organization, the Hasbro Toy Group, and also announced a 
consolidation of its domestic manufacturing facilities. To provide for these 
and other immaterial restructuring costs, the Company recorded a $12,500 pretax 
charge during the quarter.

NONOPERATING (INCOME) EXPENSE
- - -----------------------------
Interest expense, decreased approximately 4% from 1993 levels in both the third 
quarter and the nine months. This decrease reflects the Company's lower 
borrowing requirements, partially offset by higher interest rates. During the 
quarter, the Company liquidated its investment in J.W. Spear & Sons PLC (Spear) 
and sold its investment in Virgin Interactive Entertainment plc (Virgin) to 
Blockbuster Entertainment (Blockbuster). The Company realized an aggregate 
pretax gain of approximately $23,000 from these transactions, which is 
responsible for the large change in other income, net. Also included are 
various other items, none of which are material, of both income and expense.

INCOME TAXES
- - ------------
Income tax expense,while remaining constant as a percentage of pretax earnings, was 38.5% for both the 
third quarter and nine months of 1994, compared with 38.5% and 38.3% in the 
third quarter and nine months of 1993. This increase in the nine month rate 
primarily resultsnet revenues, 
increased approximately 7% from the third1994 first quarter 1993 increaseamount. While the 
Company's operations generated more than $280,000 of cash during the most 
recent twelve months, it also has increased borrowing requirements, 
resulting from the utilization of approximately $400,000 for acquisitions 
and investments, warrant and share repurchases and the reduction of long-
term debt during the same period. In addition, higher interest rates are 
being experienced in the U. S. federal 
income tax rate from 34% to 35%.1995.

OTHER INFORMATION
-
- -----------------
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 and inventory levels of retailers and differences in overall 
economic conditions. Also, more retailers are using quick response 
inventory management practices which results in fewer orders being placed 
in advance of shipment and more orders, when placed, for immediate 
delivery. As a result, comparisons of unshipped orders on any date in a 
given year with those at the same date in a prior 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. The Company's unshipped orders were 
approximately $490,000$400,000 at October 23, 1994April 28, 1995 compared to $520,000$350,000 at October 24, 1993.April 22, 
1994. During the past several years the Company has experienced a shift in 
its revenue pattern wherein the second half of the year has grown in 
significance to its overall business and within that half the fourth 
quarter has become more prominent. The Company expects that this trend will 
continue.

During both 1994 and 1993, the Company incurred certain restructuring 
costs. The 1994 actions, completed in the first quarter of 1995, resulted 
in the termination of approximately 600 employees, of which approximately 
100 were management positions. The closure of the Company's Netherlands 
manufacturing facility, which was the major portion of the 1993 charge, 
originally planned for the second quarter of 1994, was delayed until the 
first quarter of 1995 due to the time necessary to comply with local 
requirements. This resulted in the severance of approximately 200 
additional employees. As both of these actions were not completed until the 
current quarter, the Company has just begun to experience the financial 
benefits from these actions but does not believe that they will be material 
in any future period. A majority of the liabilities established for these 
restructurings has not yet been satisfied.


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

                            (Thousands of dollars)


During the fourth quarter of 1993, the Company recorded a restructuring charge 
of $15,500, primarily relating to the planned closure of the Company's 
manufacturing facility in The Netherlands, as announced on January 13, 1994. 
The Company had initially planned to cease production at this facility during 
the second quarter of 1994 but has not yet been able to do so. The actions 
necessary to comply with local regulations relating to such a closure have 
taken longer than anticipated and the Company now believes that the shut down 
of production at this facility will take place late in the fourth quarter of 
1994. As a result, no anticipated benefits have yet been obtained and only 
minimal amounts of the liability accrued for this closure have been satisfied. 
The remaining amount provided in 1993 related to several items, none of which 
were significant, either in cost or anticipated benefits. A majority of the 
liabilities established for such items has been satisfied and the expected 
benefits are being obtained.

Included in the restructuring charges recorded during the current quarter, 
noted above, for the Domestic Toy restructuring, was a provision of 
approximately $4,400 for the costs associated with the termination of 
approximately 100 management employees. Substantially all of these employees 
have been terminated and approximately $921 of the liability has been 
satisfied. It is anticipated that no material benefits from this restructuring 
will be experienced until 1995. Also included, and related to the consolidation 
of domestic manufacturing operations as announced on November 8, 1994, and 
further discussed below, was a provision of approximately $3,400 for costs 
associated with the termination of approximately 485 manufacturing employees. 
These terminations will occur during the fourth quarter of 1994 and the first 
quarter of 1995. As a result, none of the liability has been satisfied and the 
Company expects that no material benefits from this consolidation will be 
experienced until 1995.

LIQUIDITY AND CAPITAL RESOURCES
-
- -------------------------------
Because of the seasonality of the Company's business coupled with certain 
customer incentives, mainly in the form of extended payment terms, the 
interim cash flow statements are not representative of that which may be 
expected for the full year. As a result of these extended payment terms, 
the majority of the Company's cash collections occur late in the fourth 
quarter and early in the first quarter of the subsequent year. While a 
large portion of these receivables are of a quality which would allow their 
sale, alleviating the need for much of its interim financing, the Company 
believes it to be more cost effective to use its available funds and short-termshort-
term borrowings to finance them. LateAs a result, cash flow from operations 
during the second and third quarters of each year is usually negative while 
late in itsthe fourth quarter and through the first quarter of the subsequent 
year, as receivables are collected, cash flow from operations becomes 
positive and is used to repay a significant portion of the short-term 
borrowings.
                         HASBRO, INC. AND SUBSIDIARIES
              Management's Discussion and Analysis of Financial
               Condition and Results of Operations, Continued

                            (Thousands of dollars) 

As a result, management believes that on an interim basis, rather than 
discussing its cash flows, a better understanding of its liquidity and 
capital resources can be obtained through a discussion of the various 
balance sheet categories. 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 and the extended payment terms 
offered, 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.

Cash and cash equivalents were approximately 10%25% below their 19931994 level. 
The Company attempts to keep its cash at the lowest level possible whenever 
it has short-term borrowings. At times, however, the cash available and the 
borrowing requirement may be in different countries and currencies which 
may make it impractical to substitute one for the other. Marketable securities at 
September 25, 1994 represent shares of Blockbuster, received from the sale of 
the Company's investment in Virgin, which had not been liquidated. Subsequent 
to the balance sheet date, such shares were sold, with a resulting immaterial 
gain. Receivables were 
approximately $31,000$25,000 greater than at the same time in 1993.1994. More than half 
of the increase relates to a non-trade amount dueresults from the Blockbuster shares sold prior to balance sheet date but having a settlement 
dateimpact of September 30. The remaining increasechanged foreign currency 
translation rates while the remainder reflects the changeincreased revenue volume 
in the Company's sales mix with a larger percentage being made to customers with 
extended payment terms.first quarter of 1995. Inventories approximatedmarginally increased from their 
1994 level but absent the effect of changed translation rates would have 
been below those of a year ago. Prepaid expenses increased from their 1994 
amounts reflecting the Company's increased volume and business activities. 
Other assets, as a group, increased approximately $40,000$200,000 from their level 
a year ago. This increase reflects the Company's acquisition ofinvestments and 
acquisitions during the game and puzzle 
business of Western Publishing and its investment made in Connector Set Limited 
Partnership in conjunction with the joint venture to market the K'NEX(R) line 
of construction toys internationally, bothmost recent twelve months, partially offset by the 
disposition or transfer to current assets, of certain investments, as described in Management's Discussion 
and Analysis of Financial Condition and Results of Operations in the 
Company's investments in SpearAnnual Report on Form 10-K (Management's Review) for the year 
ended December 25, 1994, and Virgin 
and twelve additional months of amortization 
expense.

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

                            (Thousands of dollars)



Short-term borrowings, at $486,252$162,736 were approximately $16,900$110,000 greater than 
last year. This reflectsincrease is the net effect of several significant items includingthe cash required for the 
Company's recent acquisitions, the early redemption of $50,000 of its long-
term debt, the election by the Company to pay cash rather than issuing additional shares 
to exercising holders of its warrants, which expired on July 12, 1994, approximately $17,000 in cash rather than shares, the 
repurchase of shares of the Company's common stock, in the amount of approximately $18,000, 
the early redemption by the Company of its $50,000 of Subordinated Variable 
Notes Due 1995, the net cash 
requirements of the change in other assets noted above, and theall partially 
offset by funds generated from operations within the most recent twelve 
months. Other current liabilities increased marginally, primarily due to timing 
differences on payments.approximately 8% as a result of 
the Company's increased activities and the impact of changed foreign 
currency translation rates. At September 25, 1994,April 2, 1995, the Company had committed 
unsecured lines of credit totaling approximately $450,000 available to it. 
It also had available uncommitted lines exceedingapproximating $950,000. The Company 
believes that these amounts are adequate for its needs. Of these available 
lines, approximately $500,000$175,000 was in use at September 25, 1994.




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

                            (Thousands of dollars)April 2, 1995.

RECENT DEVELOPMENTSINFORMATION
- - -------------------------------------
As discussed in Management's Discussion and Analysis of Financial Condition and 
Results of Operations in the Company's Form 10-K filingReview for the year ended December 26, 1993,25, 1994, 
the Company was engaged in legal action againstand CBS Inc. (CBS) had negotiated a resolution to recover all costs associated withthe 
implementation of the judgment in favor of the Company arising from a legal 
action relating to the environmental clean-upremediation of the Company's former 
manufacturing facility in Lancaster, Pennsylvania. On August 
10, 1994,During the U.S. District Courtquarter, the 
Company received the agreed payment from CBS for remediation and other 
costs incurred, the termination of the consent order from the Pennsylvania 
Department of Environmental Resources and on April 17, 1995 sold the site 
to CBS for the Eastern Division of Pennsylvania 
entered judgment in favor of the Company, awarding the Company all of its past 
and future costs associated with such environmental remediation. The Company 
and CBS are currently negotiating the manner in which this judgment will be 
satisfied.

On November 8, the Company announced that it would close its Wayne, New Jersey 
manufacturing plant, effective March 5, 1995, and was reducing the number of 
manufacturing jobs at its facilities in Rhode Island. The New Jersey facility 
employs approximately 85 employees while approximately 400 people will be 
affected in Rhode Island, of which approximately 280 are currently on 
traditional seasonal layoffs.




agreed payment.




PART II.  Other Information

Item 1.   Legal Proceedings.

           None.

Item 2.   Changes in Securities.

           On September 22, 1994, pursuant to notice given on
           September 7, 1994, the Company redeemed all $50,000,000 of
           its outstanding Subordinated Variable Rate Notes Due 1995
           (the Notes) at a redemption price of 100% of their principal
           amount plus accrued interest through that date. Shawmut Bank
           Connecticut, N.A. is the Trustee and Paying Agent for the
           Notes.None.

Item 3.   Defaults Upon Senior Securities.

           None.

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

           None.None

Item 5.   Other InformationInformation.

           None.

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

           (a)  Exhibits.

             11.14    Amendment No. 2 to Revolving Credit Agreement, dated
                  as of May 1, 1995, among the Company, certain banks
                  (the "Banks") and The First National Bank of Boston,
                  as agent for the Banks.

            11    Computation of Earnings Per Common Share - Thirty-Nine
                  WeeksQuarters
                  Ended September 25, 1994April 2, 1995 and September 26, 1993.

            11.2  Computation of Earnings Per Common Share - Thirteen
                  Weeks Ended September 25, 1994 and September 26, 1993.March 27, 1994.

            12    Computation of Ratio of Earnings to Fixed Charges -
                  Thirty-Nine and Thirteeen WeeksQuarter Ended September
                  25, 1994.April 2, 1995.

            27    Article 5    Financial Data Schedule - Third Quarter 1994Schedule.

           (b)  Reports on Form 8-K

            A currentCurrent Report on Form 8-K dated October 13, 1994, as
            amended by Form 8-K/A of the same date,April 20, 1995 was filed
            by the Company and included the Press Release dated October 13, 1994April
            20, 1995 announcing the Company's results for the current
            quarter. Consolidated Statements of Earnings (without notes)
            for the quarters ended April 2, 1995 and nine months ended September 25,March 27, 1994 and
            September 26, 1993 and
            Consolidated Condensed Balance Sheets (without notes) as of
            said dates were also filed.



                                  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.

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


Date: November 9, 1994May 12, 1995                           By:  /s/ John T. O'Neill
                                                 ---------------------
                                                     John T. O'Neill
                                             Executive Vice President and
                                             Chief Financial Officer
                                             (Duly Authorized Officer and
                                             Principal Financial Officer)


                        HASBRO, INC. AND SUBSIDIARIES
                        Quarterly Report on Form 10-Q
                     For the Period Ended September 25, 1994April 2, 1995


                                Exhibit Index

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

   11.1        Computation4          Amendment No. 2 to Revolving Credit Agreement

  11          Statement re computation of Earnings Per Common Shareper share earnings - Thirty-Nine Weeks Ended September 25, 1994
               and September 26, 1993

  11.2        Computationquarter
 
  12          Statement re computation of Earnings Per Common Share -
               Thirteen Weeks Ended September 25, 1994 and
               September 26, 1993

  12          Computation of Ratio of Earnings to Fixed
               Charges - Thirty-Nine and Thirteen Weeks
               Ended September 25, 1994ratios

  27          Article 5          Financial Data Schedule


- Third
               Quarter 1994.