Sec Form 4 Filing - GAFFNEY JAMES J @ HEXCEL CORP /DE/ - 2005-08-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GAFFNEY JAMES J 2. Issuer Name and Ticker or Trading Symbol HEXCEL CORP /DE/ [ HXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10551 WILSHIRE BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2005 (Street) LOS ANGELES, CA90024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/09/2005 M 10,000 A $ 9.3125 18,117 D Common Stock 08/09/2005 M 2,000 A $ 9.4 20,117 D Common Stock 08/09/2005 M 666 A $ 3.15 20,783 D Common Stock 08/09/2005 M 8,452 A $ 0 29,235 D Common Stock 08/09/2005 S 8,452 D $ 18.55 20,783 D Common Stock 08/09/2005 S 366 D $ 18.46 20,417 D Common Stock 08/09/2005 S 12,300 D $ 18.42 8,117 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option ( 1 ) $ 9.3125 08/09/2005 M 10,000 ( 2 ) 12/19/2010 Common Stock 10,000 $ 0 0 D Non-Qualified Stock Option ( 1 ) $ 9.4 08/09/2005 M 2,000 ( 2 ) 05/10/2011 Common Stock 2,000 $ 0 0 D Non-Qualified Stock Option ( 1 ) $ 3.15 08/09/2005 M 666 05/22/2005 05/22/2013 Common Stock 666 $ 0 0 D Restricted Stock Units ( 3 ) ( 4 ) 08/09/2005 M 5,777 ( 4 ) ( 4 ) Common Stock 5,777 ( 3 ) 0 D Restricted Stock Units ( 5 ) ( 6 ) 08/09/2005 M 530 ( 6 ) ( 6 ) Common Stock 530 $ 0 0 D Restricted Stock Units ( 3 ) ( 4 ) 08/09/2005 M 1,644 ( 4 ) ( 4 ) Common Stock 1,644 ( 3 ) 0 D Restricted Stock Units ( 5 ) ( 6 ) 08/09/2005 M 501 ( 6 ) ( 6 ) Common Stock 501 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GAFFNEY JAMES J 10551 WILSHIRE BLVD. LOS ANGELES, CA90024 X Signatures /s/James J. Gaffney by Seth L. Kaplan, Attorney-in-fact 08/11/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Non-Qualified Stock Option granted to non-employee directors of Hexcel Corporation, pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, in an exempt transaction under Rule 16b. ( 2 )One-third of the options granted were exercisable on the date of grant with the remaining options becoming exercisable in equal installments on the first and second anniversaries of the grant date. ( 3 )Restricted Stock Units granted to certain non-employee directors of Hexcel Corporation under the Hexcel Corporation 2003 Incentive Stock Plan in lieu of their annual retainer fees in a transaction exempt under Rule 16b. ( 4 )The Restricted Stock Units vest proportionately over the one-year period immediately following the date of grant, and convert into an equivalent number of shares of Common Stock upon the grantee ceasing to be a director of Hexcel Corporation. ( 5 )Restricted Stock Units ("RSUs") granted under the Hexcel Corporation 2003 Incentive Stock Plan in a transaction exempt under Rule 16b. ( 6 )The RSUs vest in three equal installments on the grant date and on the first and second anniversaries of the grant date and convert into an equal number of shares of Common Stock on the second anniversary of the grant date, unless the grantee elects to defer conversion until such time as the grantee ceases to be a director of Hexcel Corporation. Vesting and conversion are subject to certain acceleration and termination provisions.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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