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 20, 2005 (December 15, 2005)

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 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On December 15, 2005, Hexcel adopted a revised director compensation program covering cash compensation and equity grants for non-employee members of the Board.  The program establishes annual retainer and meeting fees, and equity awards to be granted to directors upon joining the board and upon re-election to the board.  The program is filed as exhibit 99.1 to this report.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
	99.1	Director Compensation Program.

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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 20, 2005
	/s/ Ira J. Krakower
	Ira J. Krakower
	Senior Vice President

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Exhibit Index

Exhibit No.	Description
99.1	Director Compensation Program.

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EX-99.1

Exhibit 99.1

Hexcel Corporation

Director Compensation Program

(as of December 15, 2005)

Each member of the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”) who is not an employee of the Company (each a “Non-employee Director”) shall receive compensation for such person’s services as a member of the Board as outlined in this Director Compensation Program.

Cash Compensation

Annual Retainer Fees

•Annual retainer fee in the amount of $30,000

•Additional annual retainer fee in the amount of $5,000 for the Chairman of each standing committee of the Board other than the Audit Committee

•Additional annual retainer fee in the amount of $10,000 for the Chairman of the Audit Committee

Meeting Fees

•Fee in the amount of $1,500 for attending any meeting of the Board in person

•Fee in the amount of $750 for attending any meeting of the Board by telephone

•Fee in the amount of $750 for attending any meeting of any committee of the Board, whether in person or by telephone

Equity Compensation

Upon (1) initial election to the Board and (2) upon re-election to the Board and effective as of the date of the Annual Meeting of Stockholders each year, each Non-employee Director shall be awarded a grant of Restricted Stock Units (RSUs) on the following basis:

•The aggregate value of each grant shall be set at $50,000, but shall be reviewed and is subject to change by the Compensation Committee from time to time based on the advice of its independent compensation consultant and other factors it deems relevant.

•Each RSU shall have a value equal to the closing price of a share of common stock on the date of grant.

•The RSUs shall vest one-third on grant and one-third on each of the first and second anniversaries of the date of grant, and will convert into an equal number of shares of common stock on the second anniversary of the date of grant.

•Each director will have the option to elect to defer conversion of the RSUs until such time as the director leaves the Board.  With respect to grants upon initial election to the Board, such election must be made prior to the date of grant.  With respect to grants upon re-election to the Board, such election must be made by December 31 of the year prior to the year in which the grant is awarded. This will defer conversion, but not vesting.

•The RSUs will be issued under a Restricted Stock Unit Agreement in the form of Attachment 1.  The appropriate officers of the Company have the authority to make changes to the form of Restricted Stock Unit Agreement to preserve the tax deferred nature of any deferral election by a director in accordance with the requirements of the American Jobs Creation Act of 2004.