Sec Form 4 Filing - Gardner Simon @ HASBRO INC - 2007-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gardner Simon 2. Issuer Name and Ticker or Trading Symbol HASBRO INC [ HAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President of Hasbro Europe (Last) (First) (Middle) C/O HASBRO, INC., 1011 NEWPORT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2007 (Street) PAWTUCKET, RI02862 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (Par value $.50 per share) 02/28/2007 M 40,000 A $ 11.16 50,950 D Common Stock (Par value $.50 per share) 02/28/2007 M 26,667 A $ 18.575 77,617 D Common Stock (Par value $.50 per share) 02/28/2007 M 83,333 A $ 20.4325 160,950 D Common Stock (Par value $.50 per share) 02/28/2007 S 3,200 D $ 28.6 157,750 D Common Stock (Par value $.50 per share) 02/28/2007 S 146,800 D $ 28.1 10,950 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (Right to Buy) ( 1 ) $ 11.16 02/28/2007 M 40,000 04/24/2004( 2 ) 12/29/2012 Common Stock 40,000 $ 0 0 D Option (Right to Buy) ( 1 ) $ 18.575 02/28/2007 M 26,667 05/20/2005( 3 ) 05/19/2014 Common Stock 26,667 $ 0 13,333 D Option (Right to Buy) ( 1 ) $ 20.4325 02/28/2007 M 83,333 05/20/2005( 4 ) 05/19/2011 Common Stock 83,333 $ 0 41,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gardner Simon C/O HASBRO, INC. 1011 NEWPORT AVENUE PAWTUCKET, RI02862 President of Hasbro Europe Signatures Tarrant Sibley, p/o/a for Simon Gardner 03/01/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were granted pursuant to an employee stock option plan in compliance with Rule 16b-3 and have tandem tax withholding rights. ( 2 )These options granted December 30, 2002 vested in cumulative installments of 33 1/3% on April 24, 2004, April 24, 2005 and April 24, 2006. ( 3 )These options vested in cumulative installments of 33 1/3% on each of the first three anniversaries of the date of grant, which grant date was, May 20, 2004. ( 4 )These options vested in cumulative installments of 20% on each of the first five anniversaries of the date of grant, which grant date was, May 20, 2004.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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