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

January 3, 2006	(December 27, 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 5—Corporate Governance and Management

Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

                Effective December 27, 2005, Lynn Brubaker became a member of Hexcel’s Board of Directors.  A copy of the press release announcing the naming of Ms. Brubaker to Hexcel’s Board is attached as exhibit 99.1 and is incorporated herein by reference.

Section 8—Other Events

Item 8.01 Other Events

On December 29, 2005, at the request of Hexcel, the holders of Hexcel’s series A convertible preferred stock converted all preferred stock held by them into Hexcel common stock.  Hexcel issued a press release regarding this matter on such date.  The press release is filed as exhibit 99.2 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 27, 2005.

99.2     Press Release dated December 29, 2005.

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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
January 3, 2006
	/s/ Ira J. Krakower
	Ira J. Krakower
	Senior Vice President

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Exhibit Index

Exhibit No.                Description

99.1Press Release dated December 27, 2005.

99.2Press Release dated December 29, 2005.

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 Names Lynn Brubaker to Board of Directors

STAMFORD, Conn.—December 27, 2005—Hexcel Corporation (NYSE/PCX: HXL) today announced the naming of Lynn Brubaker to its board of directors.  Ms. Brubaker recently retired after spending over 25 years in the aerospace industry in a variety of executive, operations, sales and marking and customer support roles.  From 1999 until June 2005 she was Vice President/General Manager—Commercial Aerospace for Honeywell International, with her primary focus in that role being on business strategies and customer operations for Honeywell’s global commercial markets.  From 1997 to 1999, Ms. Brubaker was Vice President, Marketing, Sales and Support Operations for Honeywell, and from 1995 to 1997, prior to AlliedSignal’s merger with Honeywell, she served in a variety of management and executive roles with AlliedSignal.  Prior to joining AlliedSignal, Ms. Brubaker held a variety of management positions with McDonnell Douglas, Republic (predecessor to Northwest Airlines), and Comair.  Ms. Brubaker currently serves on the board of a variety of private companies and other business

organizations, such as the Nordam Group, one of the largest independent aircraft repair companies in the world, and the Wings Club, a leading non-profit aerospace organization.

Mr. David E. Berges, Hexcel’s Chairman and Chief Executive Officer, said “We believe that Lynn Brubaker will be a tremendous asset to Hexcel’s Board.  She brings with her invaluable experience and expertise in the aerospace industry, acquired through a broad range of executive and leadership roles.  We are excited to have her on board and look forward to working with her.”

* * * * *

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.

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EX-99.2

Exhibit 99.2

News Release

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

Hexcel Corporation Announces Conversion of Preferred Stock into Common Stock

STAMFORD, CT. December 29, 2005—Hexcel Corporation (NYSE/PCX: HXL) announced that, at its request, the holders of its Series A Convertible Preferred Stock converted all preferred stock held by them into Hexcel common stock, effective today.

Investment funds affiliated with Goldman Sachs converted 42,324 shares of preferred stock into approximately 14.1 million common shares, and affiliates of Berkshire Partners LLC and Greenbriar Equity Group LLC converted 28,405 shares of preferred stock into approximately 9.5 million common shares. After the conversion, both the Goldman Sachs investors and the Berkshire/Greenbriar investors continue to hold the same percentage of Hexcel’s total voting power as they did prior to the conversion — approximately 15.3% for the Goldman Sachs investors and 10.3% for the Berkshire/Greenbriar investors. After giving effect to these conversions, Hexcel’s issued and outstanding common stock will be approximately 92.3 million shares. There are no longer any shares of any class of capital stock outstanding other than common stock.

Had the preferred stock remained outstanding through March 20, 2006, it would have automatically converted into common stock in accordance with its terms on the first date on or after March 20, 2006 in which the closing price of Hexcel’s common stock exceeded $9.00 per share for 60 consecutive trading days.

In connection with the conversion, Hexcel will record a non-cash charge of $12.6 million in the fourth quarter. The charge represents the write-off of the remaining portion of the unamortized beneficial conversion feature, issuance discount and deferred financing costs remaining from the original issuance of the preferred stock. This charge will be included in “Deemed preferred dividends and accretion” in the condensed consolidated statements of operations. “Deemed preferred dividends and accretion” is expected to be $13.5 million for the fourth quarter, 2005, including the non-cash charge from conversion.

Mr. David E. Berges, Chairman, President and CEO, noted “We asked our investors to consider this early conversion, and are pleased that they agreed. In addition to the confidence in Hexcel that this voluntary conversion represents, this will simplify the accounting presentation of Hexcel’s financial results going forward.” Mr. Berges also stated that “Although at this time neither the Goldman Sachs investors nor the Berkshire/Greenbriar investors have requested that we register any of their shares for sale under their registration rights agreements with Hexcel, they are generally free to require such a registration at any time. There have been no changes in the agreements between Hexcel and these investors.”

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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.

Contact Information
Investors:	Media:
Stephen C. Forsyth	Michael Bacal
(203) 969-0666 ext. 425	(203) 969-0666 ext. 426
stephen.forsyth@hexcel.com	michael.bacal@hexcel.com

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