SEC FORM 4/A

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

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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^*

FORSYTH STEPHEN C

(Last)

(First)

(Middle)

HEXCEL CORPORATION

281 TRESSER BLVD.

(Street)

STAMFORD

06901

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/10/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/07/2006		M		1,482⁽²⁾	A	$0	159,174⁽²⁾	D
Common Stock⁽³⁾	02/07/2006		F		458⁽²⁾	D	$22	158,716⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Accelerated Restricted Stock Units⁽⁴⁾	⁽⁴⁾	02/07/2006		M			1,482⁽²⁾	02/07/2006⁽⁵⁾	01/01/2008⁽⁵⁾	Common Stock	1,482⁽²⁾	$0	11,318⁽²⁾	D

Explanation of Responses:

1. The Common Stock was acquired upon the conversion of Performance Accelerated Restricted Stock Units ("PARs") in accordance with the terms of the underlying agreement. The PARs were granted in a transaction exempt under Rule 16b.

2. The original Form 4 filed on February 9, 2006, and an amended Form 4, filed on February 10, 2006, erroneously reported that all 12,800 PARS converted and that 3,956 shares were withheld as payment of tax withholding required upon conversion of PARS. The actual number of PARS that converted is 1,482, and the actual number of shares that was withheld as payment of tax withholding is 458. The number of shares held by the reporting person following the reported transaction was erroneously reported as 166,536; the correct number was 158,716. All subsequent Form 4s filed by the reporting person erroneously reported that the reporting person held 7,820 more shares than the number of shares actually held by the reporting person.

3. The Common Stock was withheld as payment of tax withholding required upon conversion of PARs.

4. The PARs were granted in a transaction exempt under Rule 16b. Upon vesting, PARs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

5. The performance condition set forth in the PARS was satisfied on February 7, 2006. The terms of the PARS agreement specifies that the PARS would convert on January 1, 2008 or, if the performance condition was met earlier, at the time the performance condition was met. However, the PARS agreement also provides that notwithstanding the forgoing, conversion of PARS will be delayed to the extent necessary to ensure that Hexcel can deduct the compensation expense associated with the conversion of the PARS. This proviso was applicable in 2006 to prevent conversion of 11,318 of the PARS.

	/s/Stephen C. Forsyth by Seth L. Kaplan, Attorney-in-fact	01/26/2007
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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