SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GAFFNEY JAMES J (Last) (First) (Middle) 10551 WILSHIRE BLVD. (Street) LOS ANGELES CA 90024 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HEXCEL CORP /DE/ [ HXL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/09/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/09/2005		M		10,000	A	$9.3125	18,117	D
Common Stock	08/09/2005		M		2,000	A	$9.4	20,117	D
Common Stock	08/09/2005		M		666	A	$3.15	20,783	D
Common Stock	08/09/2005		M		8,452	A	$0	29,235	D
Common Stock	08/09/2005		S		8,452	D	$18.55	20,783	D
Common Stock	08/09/2005		S		366	D	$18.46	20,417	D
Common Stock	08/09/2005		S		12,300	D	$18.42	8,117	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option(1)	$9.3125	08/09/2005		M			10,000	(2)	12/19/2010	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option(1)	$9.4	08/09/2005		M			2,000	(2)	05/10/2011	Common Stock	2,000	$0	0	D
Non-Qualified Stock Option(1)	$3.15	08/09/2005		M			666	05/22/2005	05/22/2013	Common Stock	666	$0	0	D
Restricted Stock Units(3)	(4)	08/09/2005		M			5,777	(4)	(4)	Common Stock	5,777	(3)	0	D
Restricted Stock Units(5)	(6)	08/09/2005		M			530	(6)	(6)	Common Stock	530	$0	0	D
Restricted Stock Units(3)	(4)	08/09/2005		M			1,644	(4)	(4)	Common Stock	1,644	(3)	0	D
Restricted Stock Units(5)	(6)	08/09/2005		M			501	(6)	(6)	Common Stock	501	$0	0	D

Explanation of Responses:

1. Non-Qualified Stock Option granted to non-employee directors of Hexcel Corporation, pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, in an exempt transaction under Rule 16b.

2. One-third of the options granted were exercisable on the date of grant with the remaining options becoming exercisable in equal installments on the first and second anniversaries of the grant date.

3. Restricted Stock Units granted to certain non-employee directors of Hexcel Corporation under the Hexcel Corporation 2003 Incentive Stock Plan in lieu of their annual retainer fees in a transaction exempt under Rule 16b.

4. The Restricted Stock Units vest proportionately over the one-year period immediately following the date of grant, and convert into an equivalent number of shares of Common Stock upon the grantee ceasing to be a director of Hexcel Corporation.

5. Restricted Stock Units ("RSUs") granted under the Hexcel Corporation 2003 Incentive Stock Plan in a transaction exempt under Rule 16b.

6. The RSUs vest in three equal installments on the grant date and on the first and second anniversaries of the grant date and convert into an equal number of shares of Common Stock on the second anniversary of the grant date, unless the grantee elects to defer conversion until such time as the grantee ceases to be a director of Hexcel Corporation. Vesting and conversion are subject to certain acceleration and termination provisions.

	/s/James J. Gaffney by Seth L. Kaplan, Attorney-in-fact	08/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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