EXHIBIT 5.0

                                                      October 17, 1997



Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02861


	I am Senior Vice President--Corporate Legal Affairs and Secretary 
of Hasbro, Inc., a Rhode Island corporation (the "Company"). In 
connection with the issuance and sale from time to time by the Company 
of up to 6,000,000 shares of common stock, par value $.50 per share, 
of the Company (the "Common Stock") pursuant to the Company's Employee 
Non-Qualified Stock Plan (the "Stock Plan") and an indeterminate 
number of interests in deferred compensation accounts under the 
Company's Non-Qualified Deferred Compensation Plan (the "Deferred 
Compensation Plan" and together with the Stock Plan, the "Plans"), I 
have examined and am familiar with originals or copies, certified or 
otherwise identified to my satisfaction, of (i) the Registration 
Statement on Form S-8 relating to an aggregate of 6,000,000 shares of 
Common Stock and an indeterminate number of interests in Deferred 
Compensation Plan accounts (the "Registration Statement"), (ii) the 
Plans, as approved by the Compensation and Stock Option Committee of 
the Board of Directors and the Board of Directors of the Company, 
(iii) the Articles of Incorporation, as amended, and By-laws, as 
amended, of the Company, (iv) resolutions of the Compensation and 
Stock Option Committee of the Board of Directors and the Board of 
Directors of the Company relating to the proposed issuance and 
registration of an aggregate of 6,000,000 shares of Common Stock and 
interests in Deferred Compensation Plan accounts, and (v) such other 
documents as I have deemed necessary or appropriate as a basis for the 
opinion set forth herein.

	This opinion is delivered in accordance with the requirements of 
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as 
amended (the "Securities Act").

	I am admitted to the Bar of the State of New York and the 
following opinion is limited to the laws of that State, the Rhode 
Island Business Corporation Act and the laws of the United States of 
America to the extent applicable hereto.

	Based upon the foregoing, I am of the opinion that:

	(1)	The 6,000,000 shares of Common Stock reserved for issuance 
pursuant to the Stock Plan as of the date hereof (prior to any 
adjustment for subsequent events pursuant to the Stock Plan) have been 
duly authorized and, when so issued in accordance with the terms of 
the Stock Plan, will be validly issued, fully paid and non-assessable; 
and

	(2)	The obligations of the Company under the Deferred 
Compensation Plan are binding obligations of the Company.

	I hereby consent to the filing of this opinion with the 
Securities and Exchange Commission as Exhibit 5.0 to the Registration 
Statement.  I also consent to be named in the Registration Statement 
under the heading "Interests of Named Experts and Counsel", however I 
do not thereby admit that I am in the category of persons whose 
consent is required under Section 7 of the Securities Act, or the 
rules and regulations of the Securities and Exchange Commission 
promulgated thereunder.

						Very truly yours,


                              /s/ Phillip H. Waldoks
                              ---------------------- 
                              Phillip H. Waldoks
                              Senior Vice President--
                              Corporate Legal Affairs
                              and Secretary