8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 29, 2004             (December 23, 2004)

Date of report     (Date of earliest event reported)

Hexcel Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8472	94-1109521
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut  06901-3238

(Address of Principal Executive Offices and Zip Code)

(203) 969-0666

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01 Other Events

On December 23, 2004, certain stockholders of Hexcel sold 3,149,998 shares of Hexcel common stock as a result of the exercise by the underwriters of an over-allotment option granted in connection with a previously announced and completed secondary offering.  A copy of the press release announcing the closing of this transaction is filed as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits

99.1         Press release dated December 23, 2004.

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Signature

Pursuant to the requirements of the Securi­ties Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its be­half by the undersigned hereunto duly authorized.

	HEXCEL CORPORATION
December 29, 2004
	/s/ Ira J. Krakower
	Ira J. Krakower
	Senior Vice President

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Exhibit Index

Exhibit No.	Description
99.1	Press Release dated December 23, 2004.

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EX-99.1

Exhibit 99.1

News Release

Hexcel Corporation, 281 Tresser Boulevard, Stamford, CT 06901 (203) 969-0666

Contacts	Financial:
	Stephen C. Forsyth 203-969-0666 ext. 425 stephen.forsyth@hexcel.com
	Media: Michael W. Bacal 203-969-0666 ext. 426 michael.bacal@hexcel.com

Hexcel Corporation Announces Exercise of Underwriters’ Over-Allotment Option and Closing of Sale of Shares by Certain of Its Stockholders

STAMFORD, Conn.— December 23, 2004 — Hexcel Corporation (NYSE/PCX: HXL) today announced the exercise of the underwriters’ over-allotment option in full and the closing of the sale of 3,149,998 shares of Hexcel's common stock by certain of its stockholders.  The over-allotment option was granted in connection with a previously announced and completed secondary offering of 21,000,000 shares of common stock by affiliates of The Goldman Sachs Group, Inc., and Berkshire Partners LLC and Greenbriar Equity Group LLC.

The over-allotment option was exercised in full on December 21, 2004 and the closing occurred today, December 23, 2004. All of the shares were sold by affiliates of Berkshire Partners LLC and Greenbriar Equity Group LLC, which together now own approximately 20% of Hexcel's total voting power.

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The joint book-running managers for the offering were Goldman, Sachs & Co. and Credit Suisse First Boston LLC. Deutsche Bank Securities Inc. was lead manager and Bear, Stearns & Co. Inc. and Jefferies Quarterdeck, a division of Jefferies & Company, Inc., were co-managers in the offering.

This news release is neither an offer to sell nor the solicitation of an offer to buy the common stock, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale is unlawful. Any offers of the common stock will be made only by means of a prospectus, copies of which may be obtained by contacting Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004 (Tel: 212-902-1000) or Credit Suisse First Boston LLC, One Madison Avenue, New York, NY 10010
(Tel: 212-325-2580).

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Hexcel Corporation is a leading advanced structural materials company. It develops, manufactures and markets lightweight, high-performance reinforcement products, composite materials and composite structures for use in commercial aerospace, space and defense, electronics, and industrial applications.