HEXCEL CORP /DE/ — Director's Dealing 2012

May 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEXCEL CORP /DE/ (HXL)
CIK: 0000717605
Period of Report: 2012-05-03

Reporting Person: GENDRON THOMAS A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-03	Restricted Stock Units	$0	A	3500	Acquired		Common Stock (3500)	Direct

Footnotes

F1: Restricted Stock Units ("RSUs") granted under the Hexcel Corporation 2003 Incentive Stock Plan in a transaction exempt under Rule 16b.

F2: The RSUs vest ratably over the one year following the grant date which was May 3, 2012, and convert into an equal number of shares at such time as the grantee ceases to be a member of Hexcel's Board. Vesting and conversion are subject to certain acceleration and termination provisions.