Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Pensky Wayne 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
__X__ Officer (give title below) _____ Other (specify below)
SVP, CFO
(Last)
(First)
(Middle)
HEXCEL CORPORATION, 281 TRESSER BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
01/28/2014
(Street)

STAMFORD, CT 06901		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/30/2014		 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 (1) (1) 01/28/2014   A   4,736 (2)     (3) 01/28/2017 Common Stock 4,736 $ 0 4,736 D  
Non-Qualified Stock Option (4) $ 43.01 01/28/2014   A   16,684 (5)     (6) 01/28/2024 Common Stock 16,684 $ 0 16,684 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Pensky Wayne C
HEXCEL CORPORATION
281 TRESSER BLVD.
STAMFORD, CT 06901		       SVP, CFO  

Signatures

 /s/ Wayne C. Pensky, by Adam P. Gold, Attorney-in-fact   01/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These RSUs were granted in a transaction exempt under Rule 16b. Upon vesting, RSUs are converted into an equivalent number of shares of Common Stock that are distributed to the grantee.
(2) This amount reflects the correct number of RSUs that were originally authorized for issuance to the reporting person. The amount reflected in Box 5 of the Form 4 filed on January 30, 2014 for the reporting person did not include all RSUs to be issued to the reporting person. The reporting person's original Form 4 erroneously indicated that the number of RSUs was 4,646. This amended Form 4 is being filed to correct the number of RSUs.
(3) The RSUs vest and convert into an equivalent number of shares of Common Stock in equal installments on the first three anniversaries from the grant date. Vesting of the RSUs is also subject to certain acceleration and termination provisions.
(4) Non-Qualified Options ("NQOs") granted in a transaction exempt under Rule 16b.
(5) This amount reflects the correct number of NQOs that were originally authorized for issuance to the reporting person. The amount reflected in Box 5 of the Form 4 filed on January 30, 2014 for the reporting person did not include all NQOs to be issued to the reporting person. The reporting person's original Form 4 erroneously indicated that the number of NQOs was 16,366. This amended Form 4 is being filed to correct the number of NQOs.
(6) The NQOs become vested with respect to one-third of the shares of Common Stock subject thereto on each of the first three anniversaries of the date of grant. Vesting of the NQOs is also subject to certain acceleration and termination provisions.

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