HEXCEL CORP /DE/ — Director's Dealing 2010

Oct 1, 2010

SEC Form 4/A — Form 4/A

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2010-02-01

Reporting Person: KRAKOWER IRA J (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Units	$	A	11220	Acquired	2013-02-01	Common Stock (11220)	Direct
2010-02-01	Non-Qualified Stock Option	$10.9	A	47042	Acquired	2020-02-01	Common Stock (47042)	Direct

Footnotes

F1: These RSUs were granted in a transaction exempt under Rule 16b. Upon vesting, RSUs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.

F2: This amount reflects the correct number of RSUs that were originally authorized for issuance to the reporting person. The amount reflected in Box 5 of the Form 4 filed on February 2, 2010 for the reporting person did not include all RSUs to be issued to the reporting person.

F3: The reporting person's original Form 4 erroneously indicated that the number of RSUs was 10,957. This amended Form 4 is being filed to correct the number of RSUs.

F4: Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.

F5: The reporting person's original Form 4 erroneously indicated that the number of NQOs was 45,939. This amended Form 4 is being filed to correct the number of NQOs.

F6: The NQOs become vested with respect to one-third of the shares of Common Stock subject thereto on each of the first three anniversaries of the date of grant. Vesting of the NQOs is also subject to certain acceleration and termination provisions.