Exhibit 10.39(c)

                                    AMENDMENT

                                       TO

                             AMENDMENT TO AGREEMENTS

      AMENDMENT, dated November 21, 2000 (this "Amendment"), to Amendment to
Agreements (the "Original Amendment") dated as of October 11, 2000 by and
between Hexcel Corporation (the "Company") and Stephen C. Forsyth (the
"Executive").

      WHEREAS, the Company and the Executive desire to amend a provision of the
Original Amendment.

      NOW, THEREFORE, the Company and the Executive hereby agree as follows:

      1. The number "59,459" appearing in the first sentence of Section 8 of the
Original Amendment shall be deleted and the number "50,000" shall be inserted in
lieu thereof.

      2. Except as expressly modified herein, all terms and provisions of the
Original Amendment shall remain in full force and effect and are hereby in all
respects ratified and confirmed.

      3. No change, modification or waiver of any provision of this Amendment
shall be valid unless the same be in writing and signed by the parties hereto.

      4. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without regard to its conflict of law rules.

      5. This Amendment may be executed in counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first written above.



                                          HEXCEL CORPORATION


                                          By: /s/ Ira J. Krakower
                                              --------------------------
                                          Name:   Ira J. Krakower
                                          Title:  Senior Vice President


                                          /s/ Stephen C. Forsyth
                                          ------------------------------
                                          Stephen C. Forsyth