May 2, 2005
Mail Stop 0510

By U.S. Mail and facsimile to (203)358-3972

Ira J. Krakower, Esq.
Senior Vice President, General Counsel and Secretary
Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connection   06901-3238

Re:	Hexcel Corporation
	Registration Statement on Form S-4
	File No.:  333-124211

Dear Mr. Krakower:

	This is to advise you that the review of the above
registration
statement has been limited to monitoring the filing for the
undertakings required by Item 512(a) of Regulation S-K and we have
the following comments.  You should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Item 22.  Undertakings, page II-3
1. Please provide the undertakings in Item 512(a) of Regulation S-
K
since all filings on Form S-4 are viewed as being within Rule
415(a)(1)(viii), as stated in the adopting release, SEC Release
No.
33-6578 (April 23, 1985).

	No further review of the registration statement has been nor
will be made.  All persons who are by statute responsible for the
adequacy and accuracy of the registration statement are urged to
be
certain that all information required pursuant to the Securities
Act
of 1933 has been included.

	You are also reminded to consider applicable requirements
regarding distribution of the preliminary prospectus.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information investors require for an informed
decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.


	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments  on your filing. We will
consider a written request for acceleration of the effective date
of
the registration statement as a confirmation of the fact that
those
requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	If you have any questions, please call Dorine H. Miller at
(202)
942-1949.

							Sincerely,



							Pamela A. Long
							Assistant Director




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Ira J. Krakower, Esq.
Hexcel Corporation
May 2, 2005
Page  3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE