EXHIBIT 5.0


                                                 May 5, 1999



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 9,000,000 
additional shares of common stock, par value $.50 per share, of the Company 
(the "Common Stock") pursuant to Amendment No. 1 (the "Amendment") to the 
Company's Employee Non-Qualified Stock Plan (the "Plan"), I have examined and 
am familiar with originals or copies, certified or otherwise identified to my 
satisfaction, of (i) Post-Effective Amendment No. 2 to the Registration 
Statement on Form S-8 relating to an additional 9,000,000 shares of Common 
Stock (the "Post-Effective Amendment"), (ii) the Amendment, as approved by 
the Compensation and Stock Option Committee of 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 additional 
9,000,000 shares of Common Stock 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 the additional 
9,000,000 shares of Common Stock reserved for issuance pursuant to the Plan 
as of the date hereof (prior to any adjustment for subsequent events pursuant 
to the Plan) have been duly authorized and, when so issued in accordance with 
the terms of the Plan, will be validly issued, fully paid and non-assessable.


     I hereby consent to the filing of this opinion with the Securities and 
Exchange Commission as Exhibit 5.0 to the Post-Effective Amendment.  I also 
consent to be named in the Post-Effective Amendment 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

































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