Mail Stop 7010


July 21, 2005



Via U.S. mail and facsimile

Mr. Ira J. Krakower
Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901

Re: 	Hexcel Corporation
Registration Statement on Form S-3
Filed July 11, 2005
File No. 333-126511

Dear Mr. Krakower:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Principal and Selling Stockholders, page 43

1. Please disclose how the selling security holders received the
shares to be offered for resale and any material relationship that
the
selling security holders have had with your company over the last
three years.  Alternatively, please provide cross references to
this
information.  See Item 507 of Regulation S-K.
2. With respect to each selling security holder that is not a
natural
person, please disclose the natural persons with dispositive
voting or
investment control of it.

Underwriting, page 66

3. Please identify each member of the underwriting syndicate that
will
engage in any electronic offer, sale or distribution of the
registered
shares and provide us with a description of their procedures.  If
you
become aware of any additional members of the syndicate after you
respond to this comment, please promptly provide us with a
description
of their procedures.  Please also briefly describe any electronic
distribution in this section.

In responding to this comment, please advise us as to how the
procedures will ensure that the distribution complies with Section
5
of the Securities Act, and whether the procedures have been
reviewed
by the Office of Chief Counsel.

4. Please advise us as to whether your company, the selling
security
holders and/or the underwriters have any arrangements with a third
party to host or access the preliminary prospectus on the
Internet.
If so, please identify the third party and website, describe the
material terms of the agreement and provide us with a copy of the
agreement.  Please provide us with copies of all information
concerning your company or the prospectus that appeared or will
appear
on this website.  If your company, a selling security holder or an
underwriter subsequently enters into any arrangement, please
promptly
supplement your response.

5. We note that the representatives of the underwriters may
consent to
the release of shares from the lock-up agreements.  If there is a
current intention to release shares, please discuss this.  Please
also
describe the factors the representatives may be likely to consider
in
determining to release shares.

Part II - Information Not Required in Prospectus, page II-1

Item 17. Undertakings, page II-3

6. Please disclose the undertaking required by Item 512(i) of
Regulation S-K.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act and
that
they have provided all information investors require for an
informed
investment 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 your company
requests
acceleration of the effective date of its 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 your company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* your company may not assert staff comments and the declaration
of
effectiveness as a 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 your registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act 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.

      We direct your attention to Rules 460 and 461 under the
Securities Act regarding requesting acceleration of a registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business
days
in advance of the requested effective date.

      You may contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3767 with
any
questions.

Sincerely,



Jennifer Hardy
Legal Branch Chief



cc:	Mr. Joseph A. Coco
Mr. Thomas W. Greenberg
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036

Mr. Kris F. Heinzelman
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
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Mr. Ira J. Krakower
Hexcel Corporation
July 21, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
   CORPORATION FINANCE