Severance Agreement - Hasbro Inc. and George R. Ditomassi Jr.


January 30, 1998



Mr. George R. Ditomassi, Jr.
152 Tennyson Drive
Longmeadow, MA  01106

Dear George:    

In connection with the termination of your employment with Hasbro, Inc. 
(the 'Company') and your resignation as an officer of the Company and as an 
officer and director of various divisions and subsidiaries of the Company, 
on  January  31, 1998 the 'Company' will pay you the basic severance 
benefits described in Section 2 of the attached 'Description of Severance 
Benefits' if you do not sign and return this letter by February 20, 1998.

If you timely sign and return this letter, the Company will pay and provide 
you the enhanced severance benefits subject to the terms and conditions 
outlined in Section 1 of the attached 'Description of Severance Benefits'.   
By signing and returning this letter you will be agreeing to the terms and 
conditions set forth in the numbered paragraphs below, including the 
release of claims set forth in paragraph 2.  You should consult with your 
own attorney before signing this letter and may take up to twenty-one (21) 
days to do so.

If after reviewing this letter with your attorney, you find the terms and 
conditions are satisfactory to you, you should sign and return this letter 
to Bob Carniaux, Vice President, Human Resources in the enclosed envelope 
by February 20, 1998.   If you sign this letter, you may change your mind 
and revoke your agreement during the seven (7) day period after you have 
signed it.  If you do not so revoke, this letter will become a binding 
agreement between you and the Company upon the expiration of the seven (7) 
day revocation period.

The following numbered paragraphs set forth the terms and conditions which 
will apply if you timely sign and return this letter and do not revoke it 
within the seven (7) day revocation period:

  1.   Description of Severance Benefits.
       ---------------------------------
  The severance benefits to be paid to you if you timely sign and return 
this letter are as described in Section 1 of the attached 'Description of 
Severance Benefits'.  The payment of these benefits is subject to the terms 
of this letter and the terms of the Company's Severance Benefits Plan for 
Salaried Employees (the 'Severance Plan').  


  2.   Releases.
       -------- 
   (a).  You hereby fully, forever, irrevocably and unconditionally 
release, remise and discharge the Company, and any subsidiary or affiliated 
organization of the Company or their current or former officers, directors, 
stockholders, corporate affiliates, attorneys, agents and employees (the 
'Released Parties') from any and all claims, charges, complaints, demands, 
actions, causes of action, suits, rights, debts, sums of money, costs, 
accounts, reckonings, covenants, contracts, agreements, promises, doings, 
omissions, damages, executions, obligations, liabilities, and expenses 
(including attorneys' fees and costs), of every kind and nature, known or 
unknown, which you ever had or now have against the Released Parties, 
including, but not limited to, all claims arising out of your employment, 
all claims arising out of the termination of your employment, all claims 
arising from any failure to re-employ you, all claims of race, sex, 
national origin, handicap, religious, sexual preference, benefit and age 
discrimination, all employment discrimination claims under Title VII of the 
Civil Rights Act of 1964, 42 U.S.C. Section 2000 et seq., the Age 
Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., the 
Americans with Disabilities Act of 1990, 29 U.S.C. Section 12101 et seq., 
the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001 
et seq., and similar state or local statutes, wrongful discharge claims, 
common law tort, defamation, breach of contract and other common law 
claims, and any claims under any other federal, state or local statutes or 
ordinances not expressly referenced above.

   (b).  The Company hereby fully, forever, irrevocably and unconditionally 
releases. remises and discharges you from any and all claims, charges, 
complaints, demands, actions, causes of actions, suits, rights, debts, sums 
of money, costs, accounts, reckonings, covenants, contracts, agreements, 
promises, doings, omissions, damages, executions, obligations, liabilities 
and expenses (including attorneys' fees and costs), of every kind and 
nature, known or unknown, which the Company ever had or now has against 
you, provided that this release will not extend to any intentional or 
criminal wrongs, any contractual obligation you have to the Company, and 
any matter relating to any violation of any statute, regulation or other 
public law except to the extent you would otherwise be indemnified by the 
Company. This release shall not extend to any shareholder derivative suits.

  3.