HEXCEL CORP /DE/ — Director's Dealing 2011

May 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-05-05

Reporting Person: DERICKSON SANDRA L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Common Stock	M	3215	—	Acquired	3215	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-05	Restricted Stock Units	$0	A	3143	Acquired		Common Stock (3143)	Direct
2011-05-06	Restricted Stock Units	$0	M	3215	Disposed	2011-05-06	Common Stock (3215)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21795	Indirect
Common Stock	15409	Indirect

Footnotes

F1: The Common Stock was acquired upon the conversion of Restricted Stock Units ("RSUs") in accordance with the terms of the underlying agreement. The RSUs were granted in a transaction exempt under Rule 16b.

F2: RSUs granted under the Hexcel Corporation 2003 Incentive Stock Plan in a transaction exempt under Rule 16b.

F3: The RSUs vest ratably over the one year following the grant date which was May 5, 2011, and convert into an equal number of shares of common stock on the first anniversary of the grant date. Vesting and conversion are subject to certain acceleration and termination provisions.

F4: The RSUs vested proportionately over the one-year period immediately following the grant date, and converted into an equivalent number of shares of Common Stock on the first anniversary of the grant date. The grant date was one year prior to the expiration date.