HEXCEL CORP /DE/ — Director's Dealing 2011

Oct 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2011-10-27

Reporting Person: KRAKOWER IRA J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-27	Common Stock	M	44000	$2.74	Acquired	173518	Direct
2011-10-27	Common Stock	F	20928	$25.84	Disposed	152590	Direct
2011-10-27	Common Stock	M	107885	$3.13	Acquired	260475	Direct
2011-10-27	Common Stock	F	53983	$25.84	Disposed	206492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-27	Non-Qualified Stock Option	$2.74	M	44000	Disposed	2012-01-10	Common Stock (44000)	Direct
2011-10-27	Non-Qualified Stock Option	$3.13	M	107885	Disposed	2013-01-06	Common Stock (107885)	Direct

Footnotes

F1: These shares were withheld as payment for the NQO exercise price and tax withholding required upon exercise of NQOs.

F2: Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.

F3: The NQO became vested with respect to one third of the underlying shares of Common Stock on each of the first three anniversaries of the grant date. The grant date was ten years prior to the expiration date.