Sec Form 5 Filing - HURLEY DAVID C @ HEXCEL CORP /DE/ - 2012-01-24

FORM 5 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 HURLEY DAVID C 2. Issuer Name and Ticker or Trading Symbol HEXCEL CORP /DE/ [ HXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) 281 TRESSER BLVD., 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2012 (Street) STAMFORD, CT06901 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 ( 1 ) 05/05/2011 M V 17,843 A $ 0 17,843 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 Restricted Stock Units ( 2 ) $ 0 05/05/2011 M V 2,051 05/11/2007 ( 3 ) Common Stock 2,051 $ 0 0 D Restricted Stock Units ( 2 ) $ 0 05/05/2011 M V 2,198 05/10/2008 ( 4 ) Common Stock 2,198 $ 0 0 D Restricted Stock Units ( 2 ) $ 0 05/05/2011 M V 2,371 05/08/2009 ( 4 ) Common Stock 2,371 $ 0 0 D Restricted Stock Units ( 2 ) $ 0 05/05/2011 M V 5,247 05/07/2010 ( 4 ) Common Stock 5,247 $ 0 0 D Restricted Stock Units ( 2 ) $ 0 05/05/2011 M V 3,215 05/06/2011 ( 4 ) Common Stock 3,215 $ 0 0 D Restricted Stock Units ( 2 ) $ 0 05/05/2011 M V 2,761 12/15/2008 ( 3 ) Common Stock 2,761 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HURLEY DAVID C 281 TRESSER BLVD. 16TH FLOOR STAMFORD, CT06901 Former Director Signatures /s/ David C. Hurley by Adam P. Gold, Attorney-in-fact 01/24/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )RSUs granted under the Hexcel Corporation 2003 Incentive Stock Plan in a transaction exempt under Rule 16b. ( 3 )The RSUs vested one-third on grant and one-third on each of the first and second anniversaries of the grant date, and converted into an equivalent number of shares of Common Stock at such time as the grantee ceased to be a member of Hexcel's Board of Directors. Vesting and conversion were subject to certain acceleration and termination provisions. The grant date was two years prior to the date exercisable. ( 4 )The RSUs vested ratably over the one year following the grant date, and converted into an equal number of shares at such time as the grantee ceased to be a member of Hexcel's Board of Directors. Vesting and conversion were subject to certain acceleration and termination provisions. The grant date was one year prior to the date exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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