SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                       AMMENDED FORM 4 
          STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

        Filed pursuant to Section 16(a) of the Securities Exchange
        Act of 1934, Section 17(a) of the Public Utility Holding 
        Company Act of 1935 or Section 30(f) of the Investment 
        Company Act of 1940

        1.  Name and Adress of Reporting Person:

            Harrosh, Joseph Louis
            40900 Grimmer Blvd.
            Fremont, CA  94538

        2.  Issuer Name and Ticker or Trading Symbol:

            Hexcel Corp           HXL

        3.  IRS or Social Security Number of Reporting Person:

            ###-##-####

        4.  Statement for Month/Year:
  
            AUGUST 1996

        5.  If Amendment, Date of Original (Month/Year):

            August 1996

        6.  Relationship of Reporting Person to Issuer

                [ ]  Director           [ ]  10% Owner
                [ ]  Officer            [X]  Other

                                        Former Director

         Table I - Non-Derivative Securities Acquired, Disposed 
                   of or Beneficially Owned

 1.  Title of      |  2.Trans- | 3.Trans- | 4.Acquired (A)       | 5 | 6 | 7|
     Security      |    action |   action |   Disposed (D)       |   |   |  |
                   |    Date   |   Code   |                      |   |   |  |
                   |           |----------|----------------------|   |   |  |
                   |           | Code | V | Amount | (A) | Price |   |   |  |
                   |           |      |   |        | (D) |       |   |   |  |
- ------------------------------------------------------------------------------

Hexcel Corp           08/23/96    M        40,000     A   $4.75    0   D  N/A
                                           (By exercise of option)

Hexcel Corp           08/23/96    S        40,000     D   $16.8171 0   D  N/A




         Table II - Derivative Securities Acquired, Disposed 
                   of or Beneficially Owned

 1.Title   | 2.Conver-|3.Tran|4.Tran| 5.Number  |6.Date     |7.Title|8|9|1|1|
   of      | Conver-  | Date |  Code|Acquired(A)|Exercise   |& Amt  | | |0|1|
Security   | sion ore |      |      |Disposed(D)|and Expire |       | | | | |
           | Excer-   |      |------|-----------|-----------|       | | | | |
           | cise     |      |Code|V| Amt | (A) |Exer|Expire|       | | | | |
           | Price    |      |    | |     | (D) |    |      |       | | | | |
- -----------------------------------------------------------------------------

Non-Qualified  $4.750 08/23/96  M    40,000 (D)  (1) 02/28/97 Common   O D
Stock Option                                                  Stock
(right to buy)                                                40,000


1) One third of the options granted were exercisable on the date of grant with 
the remaining options becoming exercisable in equal installments on the 1st 
and 2nd anniversaries of the grant date.  However, all options were 
accelerated and became exercisable upon completion of Hexcel Corporation's 
acquisition of the world-wide Composites Division of Ciba-Geigy, Ltd. which 
occured on February 29, 1996.  Options were granted in a transaction exempt 
under Rule 16b-3.
                            s/Joseph L. Harrosh