UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934


Filed by the Registrant  |_|

Filed by a Party other than the Registrant |X|

Check the appropriate box:

|X|  Preliminary Proxy Statement

|_|  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))

|_|  Definitive Proxy Statement

|_|  Definitive Additional Materials

|_|  Soliciting Material Pursuant to ss.240.14a-12

                               HEXCEL CORPORATION

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                (Name of Registrant as Specified In Its Charter)


                          O.S.S. CAPITAL MANAGEMENT LP
                        OSCAR S. SCHAFER & PARTNERS I LP
                        OSCAR S. SCHAFER & PARTNERS II LP
                            O.S.S. OVERSEAS FUND LTD.
                               O.S.S. ADVISORS LLC
                              SCHAFER BROTHERS LLC
                                OSCAR S. SCHAFER
                                PETER J. GRONDIN
                             EDWARD A. BLECHSCHMIDT
                              TIMOTHY D. LEULIETTE
                                JOACHIM V. HIRSCH

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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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          PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED MARCH 20, 2008

                        ANNUAL MEETING OF STOCKHOLDERS OF
                               HEXCEL CORPORATION


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                               PROXY STATEMENT OF
                                  THE OSS GROUP

To Our Fellow Hexcel Stockholders:

     This proxy statement and the enclosed WHITE proxy card are being furnished
to stockholders of Hexcel Corporation ("Hexcel" or the "Company") in connection
with the solicitation of proxies by Oscar S. Schafer & Partners II LP ("OSS II")
and its affiliates (collectively, "we" or the "OSS Group") to be used at the
2008 annual meeting of stockholders of Hexcel, including any adjournments or
postponements thereof and any meeting held in lieu thereof (the "2008 Annual
Meeting"). The 2008 Annual Meeting is scheduled to be held at 10:30 a.m. (local
time) on May [ ], 2008, at [ ]. This proxy statement and the WHITE proxy card
are first being furnished to stockholders on or about , 2008.

     THIS SOLICITATION IS BEING MADE BY THE OSS GROUP AND NOT ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").

     We are soliciting your proxy for the 2008 Annual Meeting in support of the
following proposals:

1. To elect Edward A. Blechschmidt, Timothy D. Leuliette and Joachim V. Hirsch
(each a "Nominee" and collectively, the "Nominees") to serve as directors of the
Company; and

2. To ratify the Board's appointment of PricewaterhouseCoopers LLP (the
"Accountants") as the independent registered public accounting firm for the
Company in 2008.

Hexcel has disclosed that the record date for determining stockholders entitled
to notice of and to vote at the 2008 Annual Meeting is March 19, 2008 (the
"Record Date"). Stockholders of record at the close of business on the Record
Date will be entitled to vote at the 2008 Annual Meeting. The Company disclosed
that on February 29, 2008 there were 95,834,233 shares of Common Stock, $0.01
par value per share (the "Common Stock" or "Shares"), outstanding as reported in
the Company's preliminary proxy statement filed on March 7, 2008. Please refer
to the Company's definitive proxy statement for the 2008 Annual Meeting for the
current number of Shares outstanding and entitled to vote at the 2008 Annual
Meeting. Each Share has one vote.





     The OSS Group beneficially owns, in the aggregate, 5,285,900 Shares,
representing approximately 5.5% of the Company's outstanding Common Stock.

     We intend to vote our Common Stock FOR the election of our Nominees and FOR
the candidates who have been nominated by Hexcel other than        ,         and
        and FOR the ratification of the Board's appointment of the Accountants
as the independent registered public accounting firm of the Company for 2008.

     OUR NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL HEXCEL
STOCKHOLDERS. WE BELIEVE THAT ELECTING THEM TO THE BOARD WILL HAVE A POSITIVE
EFFECT ON THE FUTURE OF HEXCEL. ACCORDINGLY, WE URGE YOU TO VOTE YOUR WHITE
PROXY CARD FOR OUR NOMINEES.

                             HOW TO VOTE YOUR SHARES

     As explained in the detailed instructions on your WHITE proxy card, there
are four ways you may vote. You may:


     1.   Sign, date and return the enclosed WHITE proxy card in the enclosed
          postage-paid envelope. We recommend that you vote on the WHITE proxy
          card even if you plan to attend the 2008 Annual Meeting;

     2.   Vote via the Internet by following the voting instructions on the
          WHITE proxy card or the voting instructions provided by your broker,
          bank or other holder of record. Internet voting procedures are
          designed to authenticate your identity, allow you to vote your Shares
          and confirm that your instructions have been properly recorded. Your
          Internet vote authorizes the named proxies to vote your Shares in the
          same manner as if you had signed and returned a proxy card. If you
          submit your vote by Internet, you may incur costs associated with
          electronic access, such as usage charges from Internet access
          providers and telephone companies;

     3.   Vote by telephone by following the voting instructions on the WHITE
          proxy card or the instructions provided by your broker, bank or other
          holder of record. Your telephone vote authorizes the named proxies to
          vote your Shares in the same manner as if you had signed and returned
          a proxy card; or

     4.   Vote in person by attending the 2008 Annual Meeting. Written ballots
          will be distributed to stockholders who wish to vote in person at the
          2008 Annual Meeting. If you hold your shares through a bank, broker or
          other custodian, you must obtain a legal proxy from such custodian in
          order to vote in person at the meeting.



     WE URGE YOU NOT TO SIGN ANY GOLD PROXY CARD SENT TO YOU BY THE COMPANY. IF
YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PREVIOUSLY SIGNED GOLD PROXY BY
SIGNING AND RETURNING A LATER-DATED WHITE PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE, BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE OSS
GROUP OR TO THE SECRETARY OF THE COMPANY, OR BY INSTRUCTING US BY TELEPHONE OR
VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED (INSTRUCTIONS ARE ON
YOUR WHITE PROXY CARD).

     HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A WHITE PROXY
CARD EVEN IF YOUR SHARES WERE SOLD AFTER THE RECORD DATE.

     IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE
OR OTHER INSTITUTION ON THE RECORD DATE, ONLY THAT INSTITUTION CAN VOTE THOSE
SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO SIGN
AND RETURN ON YOUR BEHALF THE WHITE PROXY CARD AS SOON AS POSSIBLE.

     All of the known Company's proposals are included on the OSS Group's proxy
card. A proxy card that is returned to the OSS Group will be voted as you
indicate on it. If a proxy card is returned without a vote indicated thereon,
the Shares represented thereby will be voted FOR the election of each of the
Nominees, FOR the candidates who have been nominated by Hexcel to serve as
directors other than        ,        and        , for whom the OSS Group is NOT
seeking authority to vote for and WILL NOT exercise such authority and FOR the
ratification of the Board's appointment of the Accountants as the independent
registered public accounting firm of the Company for 2008. There is no assurance
that any of Hexcel's nominees will serve as directors if any of the Nominees are
elected. In addition, a proxy card will be voted in the proxy holders'
discretion with respect to such other matters as may properly come before the
meeting.

     We have retained MacKenzie Partners, Inc. to assist in communicating with
stockholders in connection with the proxy solicitation and to assist in efforts
to obtain proxies. If you have any questions about executing your WHITE proxy,
voting by telephone or via the Internet or if you require assistance, please
contact:

                            MacKenzie Partners, Inc.
                               105 Madison Avenue
                            New York, New York 10016
                   Stockholders Call Toll-Free: (800) 322-2885
                  Banks and Brokers Call Collect: (212) 929-5500





                         BACKGROUND TO THE SOLICITATION

     The OSS Group has held Shares of Hexcel since 2005. In early 2007, the OSS
Group contacted the Company to discuss ways in which to maximize stockholder
value at Hexcel. On March 9, 2007, O.S.S. Capital Management LP (the "Investment
Manager") sent a letter to the Company expressing its concern regarding the
Company's operating performance relative to its peers and regarding the
Investment Manager's perception of a lack of concern with this gap in
performance by management. The Investment Manager also noted that a member of
the Company's Board of Directors was stepping down and suggested a candidate for
his replacement. The Company did not accept the suggested candidate.

     On April 9, 2007, the Company's Chief Executive Officer met with
representatives of the Investment Manager at its offices. In a letter dated
April 26, 2007, the OSS Group reiterated its opinion that the Company was
underperforming as its main concern, as raised during the April 9, 2007 meeting.
The Investment Manager requested a committee of independent directors be formed
and that the committee retain an independent investment bank to advise as to how
stockholder value could best be maximized. Subsequently, on May 10, 2007, the
OSS Group made a presentation of its analysis of the Company's operating
performance to the Company's Board of Directors.

     In the following months, the Company took no further action to meet with
the OSS Group, to implement the strategies previously suggested or to provide
any feedback regarding the May presentation. On July 25, 2007, the Investment
Manager sent another letter to the Company expressing its frustration regarding
the Company's lack of responsiveness following the May presentation.
Additionally, the Investment Manager referenced the decline in the Company's
gross margin percentage despite a sales increase. In the letter the Investment
Manager also reiterated its opinions that: (1) the Company is under-performing,
(2) the Company's management is not addressing the shortfall in earnings and (3)
the stockholders are suffering as a result. The Investment Manager again
requested a committee of independent directors be formed and that the committee
retain an independent investment bank to advise as to how stockholder value
could be best maximized.

     The Investment Manager contacted the Company on October 22, 2007 to suggest
several candidates for consideration by the Company for appointment or election
to the Board of Directors. The Company did not accept the suggested candidates.
On November 26, 2007 OSS II sent a notice to the Company, (the "Notice")
declaring its intention to nominate the following three persons for election to
the Board of Directors of the Company at the Company's 2008 Annual Meeting: Mr.
Edward A. Blechschmidt; Mr. Timothy D. Leuliette; and Mr. Joachim V. Hirsch. OSS
II also delivered to the Company a demand to inspect the Company's stockholder
list and related materials, pursuant to Section 220 of the Delaware General
Corporation Law. OSS II also disclosed that it and certain of its affiliates and
parties related thereto intended to file preliminary proxy materials with the
U.S. Securities and Exchange Commission (the "SEC") and to solicit proxies in
support of the election of the Nominees at the Company's 2008 Annual Meeting.

     Following the Notice, the Company notified the OSS Group that the Company's
Nominating and Corporate Governance Committee (the "Committee") would consider
the Nominees pursuant to its routine practice. The Nominees fully cooperated
with the Committee's process. On February 19, 2008, the Company notified the OSS
Group that it was willing to nominate only one of three Nominees to the Board.
On that same day, and as confirmed by letter dated February 25, 2008, the OSS
Group advised the Company that its offer would not result in sufficient change
in the composition of the Board and accordingly that the OSS Group intended to
proceed with this proxy solicitation.





                        PROPOSAL 1: ELECTION OF DIRECTORS

     According to the Company's 2008 preliminary proxy statement, ten directors
are to be elected to the Board at the 2008 Annual Meeting. We recommend that
stockholders elect Edward A. Blechschmidt, Timothy D. Leuliette and Joachim V.
Hirsch as directors of the Company at the 2008 Annual Meeting. Each of our
Nominees has consented to being named as a Nominee and to serving as a director
if elected. If elected, each Nominee will serve until the next annual meeting of
stockholders and until his successor shall have been duly elected and qualified
or until his earlier death, resignation or removal. If elected, each of our
Nominees will be considered an independent director of the Company under
applicable New York Stock Exchange rules.

     The OSS Group believes good corporate governance requires that the Board be
comprised of independent-minded directors, not tied to management, who bring a
diverse set of relevant skills and experience to their board service.
Accordingly, the OSS Group has proposed three highly qualified nominees who have
the independence from management as well as the experience required to improve
oversight in this underperforming company. Each of the Nominees has an
extensive, successful business background with significant leadership experience
and will be dedicated to maximizing stockholder value.

     Under the Company's Bylaws, a quorum for the transaction of business
requires a majority of the directors in office and Board action requires a
majority of the directors present at a meeting at which a quorum is present.
Accordingly, our Nominees, if elected, will not be able to take Board action at
a meeting of the full Board without the support of at least three other
directors.

     Our Nominees are receiving compensation from the OSS Group of $50,000 each
in consideration for their services during the period from their agreeing to be
nominees until the 2008 Annual Meeting. If elected, our Nominees will receive no
further compensation from the OSS Group but will be entitled to such
compensation from the Company as is consistent with the Company's past practices
for services of non-employee directors, which is described in the Company's
proxy statement.

     The OSS Group also intends to vote for the candidates who have been
nominated by the Company other than     , and    . You should refer to the proxy
statement and form of proxy distributed by Hexcel for the names, background,
qualifications and other information concerning Hexcel's candidates. There is no
assurance that any of Hexcel's nominees will serve as directors if any of the
OSS Group's nominees are elected to the Board. In the event that one or more of
our Nominees is elected and that one or more of the Hexcel nominees declines to
serve with such nominee or nominees, the Company's By-Laws provide that director
vacancies may be filled by the remaining directors then in office, unless sooner
filled by stockholders.

     THIS SOLICITATION IS BEING MADE BY THE OSS GROUP AND NOT ON BEHALF OF THE
BOARD OR MANAGEMENT OF THE COMPANY.

BIOGRAPHICAL INFORMATION

     Background information about our Nominees, including the present principal
occupation or employment and material occupations, positions and offices or
employment for the past five years of each Nominee, is set forth below. Please
see "Information About The Participants" for additional information about our
Nominees.







NAME AND BUSINESS ADDRESS     AGE    PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS
------------------------------------------------------------------------------------------------------------------------------
                               

Edward A. Blechschmidt        55     Edward A. Blechschmidt was named Chief Executive Officer of Novelis, Inc. in
202 Radnor Chester Road              December 2006 and served in such position until its sale to the Birla Group in
Villanova, PA 19085                  May 2007.  Novelis, Inc. is the global leader in aluminum rolled products and
                                     aluminum can recycling with revenues over $10 billion.  He joined the board of
                                     Novelis in May, 2006.  Mr. Blechschmidt is currently retired from active
                                     management positions.

                                     Mr. Blechschmidt was Chairman, Chief Executive Officer and President of Gentiva
                                     Health Services (NASDAQ: GTIV), the nation's leading provider of specialty
                                     pharmaceutical and home health care services, from March, 2000 until June, 2002.
                                     A Fortune 1000 company, Gentiva Health Services reported $1.4 billionin 2001 in 2001
                                     revenues. Mr. Blechschmidt retired as an officer from Gentiva after the completion of a
                                     sale of their pharmaceutical business to Accredo Health, Inc. in June, 2002 but continued
                                     on the board until May, 2005.

                                     Mr. Blechschmidt holds an undergraduate degree in business from Arizona State University.
                                     He is a member of the board of directors of Healthsouth Corp. (Chair:
                                     Audit Comm.), Columbia Laboratories, Inc.  (Vice Chairman, Comp. Comm., Scientific
                                     Comm., Nominating Comm.), and Lionbridge Technologies, Inc. (Chair: Audit Comm.). He
                                     has held board directorships with Novelis, Inc. (CEO), Option Care, Inc., Olsten Corp.
                                     (CEO), Gentiva Health Services, Inc. (Chairman & CEO), Neoforma, Inc. (Chair:
                                     Audit Comm.), Garden Fresh Restaurant Corp. (Chair: Audit Comm.), R2 Technology, Inc.
                                     (Chair: Audit Comm.), EA Industries (Chair:  Audit Comm.), and the American Association
                                     of Homecare. He is also involved with various private companies and charitable
                                     organizations.







                                    



NAME AND BUSINESS ADDRESS     AGE    PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS
------------------------------------------------------------------------------------------------------------------------------

Timothy D. Leuliette         58      Timothy D. Leuliette was Co-Chairman and Co-Chief Executive Officer of Asahi Tec
c/o Leuliette Partners LLC           Corporation and Chairman and Chief Executive Officer of its subsidiary Metaldyne Corporation
2000 Town Center, Suite 1900         (a company he co-founded in 2000)from January 2007 until January 2008, at which time he
Southfield, MI 48075                 left to form his own investment and financial advisory company.

                                     At Asahi Tec/Metaldyne, Mr. Leuliette provided strategic and operational leadership to the
                                     global automotive supply company with annual revenues of approximately $3 billion and more
                                     than 10,000 employees at 55 facilities in 15 countries around the world. From October 2006 to
                                     the present, Mr. Leuliette has been Chairman and Chief Executive Officer of Metaldyne. Prior
                                     to holding that position, from January 2001 through October 2006, Mr. Leuliette was President
                                     and Chief Executive Officer of Metaldyne.

                                     Mr. Leuliette holds a Bachelor of Science degree in mechanical engineering and a master's
                                     degree in business administration from the University of Michigan. He serves on numerous boards
                                     including New Detroit Coalition, Vattikuti Urology Institute of Henry Ford Health Systems and
                                     Karmanos Cancer Institute. He is a past chairman of the board of The Detroit Branch of The
                                     Federal Reserve Bank of Chicago.





                                    

NAME AND BUSINESS ADDRESS     AGE    PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS
------------------------------------------------------------------------------------------------------------------------------

Joachim V. Hirsch              55    Mr. Hirsch is currently Vice President of Special Projects for Magna International, a
c/o Magna International Inc.         diversified automotive supplier.  He has held that position since November, 2007.
600 Wilshire Dr.                     Beginning in September, 2003, Mr. Hirsch was employed as President and Chief Executive
Troy, MI 48084                       Officer of Teksid Aluminum, the largest global manufacturer of aluminum engine
                                     blocks and cylinder heads with a total sales volume of $1.3 billion with 12
                                     operating facilities across Europe, the Americas and Asia. Mr. Hirsch left this
                                     position in August, 2007.

                                     From September, 2000 until August, 2003, Mr. Hirsch was Chairman, President and
                                     Chief Executive Officer of Textron Fastening Systems, where he was also a member
                                     of the Textron Senior Management Transformation Leadership Team. Textron
                                     Fastening Systems is a segment of Textron Inc., a $10 billion multiple industry
                                     business directed at automotive, aerospace, industrial and electronic
                                     industries. The Fastening Systems segment is a $1.9 billion dollar business with
                                     more than 100 facilities globally and approximately 20,000 employees.

                                     Mr. Hirsch is a Diplom Betriebswirt (business economist) with a degree in
                                     business with an emphasis on foreign trade and operations from the Fachhochshule
                                     fuer Betriebswirtschaft in Reutlingen Germany.





     WE STRONGLY URGE YOU TO VOTE FOR THE ELECTION OF OUR NOMINEES BY SIGNING,
DATING AND RETURNING YOUR WHITE PROXY CARD TODAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.





              PROPOSAL 2: RATIFY SELECTION OF INDEPENDENT AUDITORS

     The Company's proxy statement for the 2008 Annual Meeting will solicit
proxies to ratify the appointment of the Accountants, an independent registered
public accounting firm, as the Company's independent auditors for the fiscal
year ending December 31, 2008. The OSS Group does not object to the ratification
of the appointment of the Accountants as the Company's independent auditors, and
therefore recommends FOR such ratification.





                         THE OSS GROUP'S RECOMMENDATIONS

     The OSS Group is soliciting proxies to vote TO ELECT Edward Blechschmidt,
Timothy D. Leuliette and Joachim V. Hirsch to the Board of Directors of the
Company, to vote FOR the candidates who have been nominated by Hexcel to serve
as directors other than             ,             and              , for whom
the OSS Group are NOT seeking authority to vote for and WILL NOT exercise such
authority and FOR the ratification of the Board's appointment of the Accountants
as the independent registered public accounting firm for the Company in 2008 and
to authorize the Audit Committee to set the independent auditors' remuneration.
There is no assurance that any of Hexcel's nominees will serve as directors if
any of the OSS Group's Nominees are elected to the Board.

     Other than the proposals described in this Proxy Statement, the OSS Group
is not aware of any proposals to be brought before the 2008 Annual Meeting.
However, should other proposals be brought before the 2008 Annual Meeting of
which the OSS Group is not made aware within a reasonable time prior to the 2008
Annual Meeting, the persons named as proxies in the enclosed proxy card will
vote on such matters in their discretion.

     YOU ARE URGED TO VOTE TO ELECT EACH OF THE OSS GROUP'S NOMINEES ON THE
ENCLOSED WHITE PROXY CARD.





                       INFORMATION ABOUT THE PARTICIPANTS

     This proxy solicitation is being conducted by the OSS Group, which is
comprised of investment funds and accounts managed by the Investment Manager,
each of which is described below. The OSS Group owns approximately 5.5% of the
outstanding Common Stock of Hexcel. The members of the OSS Group and the
Nominees (the "Participants") are participants in this proxy solicitation. The
percentages used herein are based upon 95,834,233 shares of Common Stock
outstanding as reported in the preliminary proxy statement filed on March 7,
2008. Please refer to the Company's definitive proxy statement for the 2008
Annual Meeting for the current number of Shares outstanding. The relationships
and ownership discussed below are only in respect to beneficial ownership of the
Common Stock.





OSCAR S. SCHAFER & PARTNERS II LP AND ITS AFFILIATES

     Oscar S. Schafer & Partners II LP ("OSS II") and Oscar S. Schafer &
Partners I LP ("OSS I") are Delaware limited partnerships whose principal
business is to invest in securities. The sole general partner of both OSS I and
OSS II is O.S.S. Advisors LLC, a Delaware limited liability company ("OSSA").
The members of OSSA are Oscar S. Schafer and Andrew J. Goffe. Mr. Schafer, along
with Jane Fleming and J.D. Hunter, are directors of O.S.S. Overseas Fund Ltd., a
Cayman Islands exempted company ("OSS Overseas"). Ms. Fleming's principal
occupation is as an assistant client accountant at Queensgate Bank & Trust
Company Ltd. ("Queensgate"), and Mr. Hunter's principal occupation is as the
Managing Director at Queensgate. O.S.S. Capital Management LP, a Delaware
limited partnership (the "Investment Manager"), serves as investment manager and
management company to OSS Overseas, OSS I and OSS II and has investment
discretion with respect to the shares beneficially owned by OSS Overseas, OSS I
and OSS II. The sole general partner of the Investment Manager is Schafer
Brothers LLC, a Delaware limited liability company ("SB LLC"). The principal
business of SB LLC is to serve as the general partner of the Investment Manager,
and the sole member of SB LLC is Oscar S. Schafer.

     The principal business address of OSS II, OSS I, OSSA, the Investment
Manager, SB LLC and Oscar S. Schafer is 598 Madison Avenue, New York, NY 10022.
The principal business address of OSS Overseas is SEI Investments Global
(Cayman) Limited, Harbor Place, 5th Floor, South Church Street, PO Box 30464
SMB, Grand Cayman, Cayman Islands, British West Indies. The principal business
address of Ms. Fleming and Mr. Hunter is Queensgate Bank & Trust Company Ltd.,
5th Floor, Harbour Place, 103 South Church Street, P.O. Box 30464 SMB, Grand
Cayman, Cayman Islands.

NOMINEES

     Please see "Proposal 1: Election of Directors" for additional information
about the Nominees.





BENEFICIAL OWNERSHIP OF COMMON STOCK

     The following table shows the beneficial ownership of Hexcel Common Stock
as of the Record Date by the OSS Group and the Nominees. Except as described
below, each of the parties in the table directly owns and has sole voting power
and sole dispositive power with regard to the number of shares of Common Stock
beneficially owned. Please see Annex A for additional information about the OSS
Group's purchases and sales of Common Stock during the last two years.


ENTITY                                    NUMBER OF       PERCENT OF
                                          SHARES          OUTSTANDING
                                          BENEFICIALLY    COMMON
                                          OWNED           STOCK
-----------------------------------       ------------    ---------------

O.S.S. Capital Management LP              (1)
Oscar S. Schafer & Partners I LP          205,970          0.2%
Oscar S. Schafer & Partners II LP         2,325,586        2.4%
O.S.S. Overseas Fund Ltd.                 2,680,981        2.8%
O.S.S. Advisors LLC                       (2)
Schafer Brothers LLC                      (3)
Oscar S. Schafer                          (4)
Managed Account                           73,363(5)        0.1%
Peter J. Grondin                          800(6)           0.0%
Edward A Blechschmidt                     0
Timothy D. Leuliette                      0
Joachim V. Hirsch                         0

     Total                                5,286,700        5.5%


(1) O.S.S. Capital Management LP serves as the investment manager and management
company to O.S.S. Overseas Fund Ltd., Oscar S. Schafer & Partners I LP and Oscar
S. Schafer & Partners II LP, and has investment discretion with respect to the
shares beneficially owned by those entities.

(2) O.S.S. Advisors LLC is the general partner of Oscar S. Schafer & Partners I
LP and Oscar S. Schafer & Partners II LP and as such is deemed to have
beneficial ownership of their shares.

(3) Schafer Brothers LLC, by virtue of being the general partner of the
Investment Manager, may be deemed to have shared voting power and shared
dispositive power with regard to, and therefore may be deemed to beneficially
own (as that term is defined in Rule 13d-3 under the Exchange Act of 1934 (the
"Exchange Act")), the stock that the Investment Manager has investment
discretion with respect to.

(4) Oscar S. Schafer, by virtue of being the sole member of Schafer Brothers
LLC, may be deemed to have shared voting power and shared dispositive power with
regard to, and therefore may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Exchange Act), the stock that the Investment
Manager has investment discretion with respect to.

(5) Shares held for the benefit of a third party in a separately managed account
over which the Investment Manager has investment discretion.

(6) Peter J. Grondin, who serves as an equity analyst for O.S.S. Capital
Management LP and O.S.S. Advisors LLC, owns Shares in his personal account.





NOMINEE AGREEMENTS

      Messrs. Blechschmidt, Leuliette and Hirsch have each entered into a
Nominee Agreement pursuant to which the Investment Manager has agreed to pay the
costs of soliciting proxies in connection with the 2008 Annual Meeting, and to
defend and indemnify each of the Nominees with respect to any losses that may be
incurred by them in the event they become a party to litigation based on their
nomination as candidates for election to the board of directors of the Company
and the solicitation of proxies in support of their election. By verbal
agreement, the OSS Group has agreed to pay each of the Nominees $50,000 in
consideration of their efforts from the date of their Nominee Agreement until
the date of the 2008 Annual Meeting. If elected, the Nominees will not receive
any compensation from the OSS Group, but will be entitled to such compensation
from the Company as is consistent with the Company's past practices for services
of non-employee directors.

INTERESTS OF THE PARTICIPANTS

     Each member of the OSS Group and the Nominees has an interest in the
election of directors at the 2008 Annual Meeting as applicable: (i) indirectly
through the beneficial ownership (if any) of Common Stock and other securities
and/or (ii) pursuant to the Nominee Agreements.

     Other than as disclosed in this proxy statement, there are no arrangements
or understandings between the OSS Group and any Nominee or any other person or
persons with respect to the nomination of the Nominees.

     Other than as disclosed in this proxy statement, neither the OSS Group, any
of the other Nominees nor any of their respective affiliates, associates or
immediate family members, directly or indirectly:

     o    is, nor was within the past year, party to any contract, arrangement
          or understanding with any person with respect to any securities of the
          Company, including, but not limited to, joint ventures, loan or option
          arrangements, puts or calls, guarantees against loss or guarantees of
          profit, division of losses or profits, or the giving or withholding of
          proxies;

     o    has had any relationship with the Company in any capacity other than
          as a stockholder that would require disclosure herein;

     o    has any agreement, arrangement or understanding with respect to any
          future employment by the Company or its affiliates;

     o    has any agreement, arrangement or understanding with respect to future
          transactions to which the Company or any of its affiliates will or may
          be a party; or have any material interest, direct or indirect, in any
          transaction that has occurred since January 1, 2006 or any currently
          proposed transaction, or series of similar transactions, to which the
          Company or any of its affiliates was or is to be a party and in which
          the amount involved exceeds $120,000; or

     o    is a party adverse to the Company or any of its subsidiaries or has a
          material interest adverse to the Company or any of its subsidiaries in
          any material legal proceeding.

     The OSS Group has filed with the SEC statements on Schedule 13D, which
contain information in addition to that furnished herein. The Schedule 13D,
including amendments thereto, may be inspected at, and copies may be obtained
from, the public reference facilities maintained at the SEC at 100 F Street,
N.E., Washington, DC 20549. Copies of such material can also be obtained upon
written request addressed to the SEC, Public Reference Section, 100 F Street,
N.E., Washington, DC 20549, at prescribed rates. You may obtain information on
the operation of the SEC's Public Reference Room by calling the SEC at (800)
SEC-0330. The SEC also maintains a web site on the Internet (http://www.sec.gov)
where reports, proxy and information statements and other information regarding
issuers and others that file electronically with the SEC may be obtained free of
charge.





                             PRINCIPAL STOCKHOLDERS

     The following information is based on the Company's preliminary proxy
statement filed with the SEC on March 7, 2008 and public filings made since by
certain holders of 5% or more of the Company's shares. To the OSS Group's
knowledge, the following tables summarize information with respect to ownership
of the outstanding Common Stock of the Company by (i) all persons known to the
OSS Group to own beneficially more than 5% of the outstanding Common Stock; (ii)
each director and named executive officer of the Company; and (iii) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, each person in the table has sole voting and investment power of the
Common Stock listed as owned by such person. For updated information of the
principal stockholders of the Company, please refer to the Company's definitive
proxy statement for the 2008 Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN PRINCIPAL STOCKHOLDERS

     Set forth below is the name, address and stock ownership of each person or
group of persons known by the OSS Group to own beneficially more than 5% of the
outstanding Common Stock, and is based on information provided by the beneficial
owner in public filings made with the SEC.

                                                   NUMBER         PERCENT OF
                                                OF SHARES OF     OUTSTANDING
NAME AND ADDRESS                              COMMON STOCK(1)  COMMON STOCK(1)
------------------------------------------    ---------------  ---------------
Jeffrey L. Gendell (2)                         9,432,617       9.8            %
   55 Railroad Avenue
   Greenwich, CT 06830

Lord, Abbett & Co. LLC (3)                     8,217,337        8.6          %
   90 Hudson Street
   Jersey City, NJ 07302

Earnest Partners LLC (4)                       6,903,437        7.2          %
   1180 Peachtree Street NE, Suite 2300
   Atlanta, GA 30309

FMR Corp. (5)                                  6,487,700        6.8          %
   82 Devonshire Street
   Boston, MA 02109

O.S.S. Capital Management LP                   5,285,900        5.5          %
   598 Madison Avenue
   New York, NY 10022

Ingalls & Snyder LLC (6)                       5,079,385        5.3          %
   61 Broadway
   New York, NY 10006


-------------------------------------------------------------------------------


(1)   "Number of Shares" is based on information contained in a Statement on
Schedule 13D, 13D/A, 13G or 13G/A filed with the SEC as indicated in footnotes
(2) through (6) below. The "Percent of Common Stock" is based on such number of
shares and on 95,834,233 shares of common stock issued and outstanding as of
February 29, 2008.

(2)    Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on January 25, 2008. This Schedule 13G/A was also filed on behalf
of the following entities: Tontine Capital Partners, L.P.; Tontine Capital
Management, L.L.C.; Tontine Partners, L.P.; Tontine Management, L.L.C.; and
Tontine Overseas Associates, L.L.C.

(3)    Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on February 14, 2008.






(4)    Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on January 31, 2008.

(5)    Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on February 14, 2008. This Schedule 13G/A was also filed on behalf
of the following persons or entities: Edward C. Johnson, 3d and members of his
family; FMR LLC; Fidelity Management & Research Company; Pyramis Global Advisors
Trust Company; and Fidelity International Limited.

(6)    Based on information contained in a Statement on Schedule 13G/A filed
with the SEC on February 7, 2008.


SECURITY OWNERSHIP OF MANAGEMENT

     The following table contains information regarding the beneficial ownership
of shares of Hexcel common stock as of February 29, 2008 by Hexcel's current
directors, one director nominee who is not a current director and the executive
officers, and by all directors (including the director nominee who is not a
current director) and executive officers as a group.

                                              NUMBER OF SHARES    PERCENT OF
                                               OF COMMON STOCK   OUTSTANDING
                                                BENEFICIALLY    COMMON STOCK
NAME                                              OWNED(1)          (2)(3)
------------------------------------------    ----------------  ----------------
David E. Berges                                 1,568,903             1.6%
Joel S. Beckman                                     5,090(4)            *
H. Arthur Bellows, Jr.                             58,693               *
Lynn Brubaker                                       6,303               *
Jeffrey C. Campbell                                18,791               *
Sandra L. Derickson                                56,343               *
W. Kim Foster                                       2,132               *
Jeffrey A. Graves                                   1,658               *
David Hill                                              0               0%
David C. Hurley                                     6,261               *
David L. Pugh                                       9,394               *
William Hunt                                      273,727               *
Wayne C. Pensky                                   151,031               *
Ira J. Krakower                                   456,466               *
Robert G. Hennemuth                                24,267               *
Andrea Domenichini                                    (5)               *
Mark I. Clair                                         (5)               *
Michael J. MacIntyre                                  (5)               *
All executive officers and directors
 as a group (18 persons)(6)                     2,667,480             2.8%


(1)   Includes Shares underlying stock-based awards that either were vested as
of February 29, 2008, will vest within sixty days of that date or would vest
upon retirement of the individual. These Shares are beneficially owned as
follows: Mr. Berges 1,245,301; Mr. Beckman 5,090; Mr. Bellows 48,693; Ms.
Brubaker 3,500; Mr. Campbell 16,593; Ms. Derickson 26,757; Mr. Foster 2,132; Mr.
Graves 1,658; Mr. Hill 0; Mr. Hurley 6,261; Mr. Pugh 4,394; Mr. Hunt 170,810;
Mr. Pensky 137,135; Mr. Krakower 395,822; Mr. Hennemuth 17,039; all other
executive officers and directors as a group 2,344,588. None of the Company's
directors or named executive officers has directly pledged any of the Company's
Common Stock as security; however, a total of 10,000 Shares are held by Mr.
Bellows, and a total of 1,497 Shares are held by Mr. Hennemuth, in a margin
account.

(2)   Based on 95,834,233 Shares issued and outstanding as of February 29, 2008.
As required by SEC rules, for each individual person listed in the chart the
percentage is calculated assuming that the Shares listed in footnote (1) above
for such person are outstanding, but that none of the other Shares referred to
in footnote (1) above are outstanding. In particular, Shares underlying
stock-based awards are deemed outstanding to the extent they are vested as of
February 29, 2008 or will vest within sixty days of that date, or would vest
upon retirement of the individual.

(3)   An asterisk represents beneficial ownership of less than 1%.




(4)   Includes 1,590 Shares underlying stock-based awards granted to Mr. Beckman
that are held for the benefit of Greenbriar Equity Group LLC. Mr. Beckman
disclaims beneficial ownership of these Shares.

(5)   Share ownership of Ms. Domenichini, Mr. Clair and Mr. McIntyre has not
been disclosed by the Company in its preliminary proxy materials.

(6)   Calculated by subtracting shares owned by Mr. Forsyth and Mr. Shaulson,
former employees, from the 3,014,985 total for all executive officers and
directors as a group disclosed in the Company's preliminary proxy materials.


                           VOTING AND PROXY PROCEDURES

     The enclosed WHITE proxy card may be executed only by holders of record of
Shares on the Record Date. If you were a stockholder of record on the Record
Date, you will retain your voting rights at the 2008 Annual Meeting even if you
sell your Shares after the Record Date. Accordingly, it is important that you
vote the Shares held by you on the Record Date, or grant a proxy to vote your
Shares on the WHITE proxy card, even if you sell your Shares after the Record
Date. The Shares represented by each WHITE proxy card that is properly executed
and returned to the OSS Group will be voted at the 2008 Annual Meeting in
accordance with the instructions marked thereon. If you have signed the WHITE
proxy card and no marking is made, you will be deemed to have given a direction
to vote all of the Shares represented by the WHITE proxy card FOR (i) the
election of all of our Nominees and for the candidates who have been nominated
by the Company other than        ,        and        and (ii) the ratification
of the Board's appointment of the Accountants as the Company's independent
registered public accounting firm for 2008. There is no assurance that any of
Hexcel's nominees will serve as directors if any of the OSS Group's Nominees are
elected to the Board. In addition, a proxy card will be voted in the proxy
holders' discretion with respect to such other matters as may properly come
before the meeting.

      If you hold your Shares in the name of one or more brokerage firms, banks
or nominees, only they can vote your Shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a WHITE proxy card representing your
Shares to be signed and returned. The OSS Group urges you to confirm in writing
your instructions to the person responsible for your account and to provide a
copy of those instructions to The OSS Group, c/o MacKenzie Partners, Inc. 105
Madison Avenue, New York, New York 10016, so that we will be aware of all
instructions given and can attempt to ensure that those instructions are
followed.




                              REVOCATION OF PROXIES

     Any stockholder of record may revoke or change his or her proxy
instructions at any time prior to the vote at the 2008 Annual Meeting by:

     o    submitting a properly executed, subsequently dated WHITE proxy card
          (including an Internet or telephone vote) that will revoke all prior
          proxy cards, including any GOLD proxy cards which solicit a proxy in
          favor of all of the incumbent directors;

     o    attending the 2008 Annual Meeting and withdrawing his or her proxy by
          voting in person (although attendance at the 2008 Annual Meeting will
          not in and of itself constitute revocation of a proxy);

     o    following the voting instructions on the WHITE proxy card or the
          voting instructions provided by your broker, bank or other holder of
          record to properly submit a vote by Internet or telephone; which will
          revoke all prior proxy cards, including any GOLD proxy cards; or

     o    delivering written notice of revocation either to the OSS Group c/o
          MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
          10016, or the Corporate Secretary of Hexcel at Two Stamford Plaza, 281
          Tresser Boulevard, Stamford, Connecticut 06901, or any other address
          provided by the Company.

     Although a revocation is effective if delivered to the Company, the OSS
Group requests that either the original or a copy of any revocation be mailed to
the OSS Group c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New
York 10016, so that the OSS Group will be aware of all revocations and can more
accurately determine if and when the requisite proxies for the election of our
Nominees as directors set forth herein have been received. The OSS Group may
contact stockholders who have revoked their proxies.

     IF YOU PREVIOUSLY SIGNED AND RETURNED A GOLD PROXY CARD TO THE COMPANY, THE
OSS GROUP URGES YOU TO REVOKE IT BY (1) SIGNING, DATING AND RETURNING THE WHITE
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, (2) INSTRUCTING US BY
TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED, (3)
ATTENDING THE 2008 ANNUAL MEETING AND VOTING IN PERSON OR (4) DELIVERING A
WRITTEN NOTICE OF REVOCATION TO THE OSS GROUP OR TO THE SECRETARY OF THE
COMPANY.



                                QUORUM AND VOTING

     Please refer to the Company's definitive proxy statement for the 2008
Annual Meeting for the number of Shares outstanding and entitled to vote at the
2008 Annual Meeting. Only stockholders of record at the close of business on the
Record Date will be entitled to vote at the 2008 Annual Meeting. Each Common
Share has one vote. Stockholders of the Company will not have rights of
appraisal or similar dissenter's rights with respect to any matter to be acted
upon at the 2008 Annual Meeting. The presence, in person or by proxy, of holders
of Shares representing a majority of the outstanding Shares eligible to vote at
the 2008 Annual Meeting will constitute a quorum. Abstentions and broker
non-votes will be counted as present for purposes of determining whether a
quorum is present at the 2008 Annual Meeting. Assuming a quorum is present or
otherwise represented at the 2008 Annual Meeting, the ten nominees receiving the
highest number of votes cast will be elected. YOUR VOTE IS EXTREMELY IMPORTANT.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY OR
INSTRUCT US BY TELEPHONE OR VIA THE INTERNET TO VOTE FOR THE ELECTION OF THE OSS
GROUP'S NOMINEES SET FORTH IN THIS PROXY STATEMENT.

                         COST AND METHOD OF SOLICITATION

     The OSS Group has retained MacKenzie Partners, Inc. to serve as an advisor
and to provide consulting and analytic services and solicitation services in
connection with the solicitation of proxies. For these services, MacKenzie
Partners, Inc. is to receive a fee of approximately $ , plus reimbursement for
its reasonable out-of-pocket expenses. The OSS Group has agreed to indemnify
MacKenzie Partners, Inc. against certain liabilities and expenses. Proxies may
be solicited by mail, courier services, Internet, advertising, telephone,
facsimile or in person. It is anticipated that MacKenzie Partners, Inc. will
employ approximately [ ] people to solicit proxies from stockholders for the
2008 Annual Meeting. MacKenzie Partners, Inc. does not believe that any of its
directors, officers, employees, affiliates or controlling persons, if any, is a
"participant" in this proxy solicitation or that Schedule 14A requires the
disclosure of certain information concerning MacKenzie Partners, Inc.

     In addition, it is anticipated that the Nominees and certain regular
employees of the OSS Group will participate in the solicitation of proxies in
support of our Nominees set forth in this proxy statement. Such employees will
receive no additional consideration if they assist in the solicitation of
proxies. Although no precise estimate can be made at the present time, the total
expenditures in furtherance of, or in connection with, the solicitation of
stockholders is estimated to be $ . As of the date hereof, the OSS Group has
incurred approximately $ of solicitation expenses.

     Costs related to this solicitation of proxies, including expenditures for
attorneys, accountants, public relations and financial advisors, proxy
solicitors, advertising, printing, transportation and related expenses will be
borne by the OSS Group. To the extent legally permissible, the OSS Group will
seek reimbursement from the Company for those expenses if any of our Nominees is
elected. The OSS Group does not currently intend to submit the question of such
reimbursement to a vote of the stockholders.

                      CERTAIN INFORMATION ABOUT THE COMPANY

     Hexcel Corporation is a Delaware Corporation with its registered office
located at the Corporation Trust Center, 1209 Orange Street, Wilmington Delaware
19801. The Company's principal executive office is located at 281 Tresser
Boulevard, Stamford Connecticut 06901. The Company is subject to the
informational requirements of the Exchange Act, as amended, and in accordance
therewith is required to file reports, proxy statements and other information
with the SEC. Reports, registration statements, proxy statements and other
information filed by the Company with the SEC can be inspected and copied at the
public reference facilities maintained by the Commission at 100 F Street, N.E.,
Washington, DC 20549. Documents filed electronically by the Company are also
available at the SEC's website (http://www.sec.gov).



                                OTHER INFORMATION

     Certain information regarding the 2008 Annual Meeting, as well as
procedures for submitting proposals for consideration at the 2009 annual meeting
of stockholders, is required to be contained in the Company's proxy statement.
Please refer to the Company's proxy statement to review this information. The
OSS Group does not make any representation as to the accuracy or completeness of
the information contained in the Company's proxy statement.


Dated:            , 2008


ANNEX A

TWO YEAR TRANSACTION HISTORY OF EACH PARTICIPANT

     The following tables set forth all transactions in securities of the
Company effected during the past two years by each of the Participants, as
applicable. Unless otherwise noted, all such transactions were effected in the
open market with the personal or corporate funds or working capital of the
respective Participant. The Shares are held in either cash accounts or margin
accounts in the ordinary course of business, and otherwise, no part of the
purchase price or market value of such Shares is represented by funds borrowed
or otherwise obtained for the purpose of acquiring or holding such securities.

Oscar S. Schafer & Partners II LP

     Trade Date        Amount Purchased (Sold)        Price per Share ($)
    ------------       ----------------------         -------------------
      6/16/2006               56,630                        17.09
      6/27/2006              182,649                        15.54
      6/27/2006               91,324                        15.55
      6/29/2006              314,098                        15.58
      7/25/2006               80,586                        14.77
       3/7/2007              102,408                        18.60
     10/30/2006              (10,704)                       15.97
     10/30/2006              (34,456)                       16.13
     10/30/2006              (45,160)                       16.13
     10/30/2006              (22,455)                       16.13
     10/30/2006              (30,444)                       16.13
      11/3/2006              (64,365)                       15.67
      11/3/2006              (11,857)                       15.67
       3/7/2007                8,750                        18.49
       3/8/2007               98,108                        19.17
       3/8/2007               17,296                        19.04
       3/9/2007              129,715                        19.40
       3/9/2007               21,619                        19.38
      3/12/2007              108,095                        19.64
      3/13/2007              108,095                        19.23
      3/14/2007               43,238                        18.73
      3/16/2007               64,857                        19.21
      3/19/2007               64,857                        19.32
      3/20/2007               64,857                        19.92
      4/12/2007               36,730                        19.95
      4/24/2007               74,237                        21.50
      4/25/2007               68,360                        21.91
      4/26/2007               46,605                        21.62


     10/17/2007              111,667                        22.10
     10/22/2007               11,167                        20.27
     10/22/2007              151,058                        20.63

Oscar S. Schafer & Partners I LP

     Trade Date        Amount Purchased (Sold)        Price per Share ($)
    ------------       ----------------------         -------------------
      6/16/2006                 7,234                        17.09
      6/27/2006                17,351                        15.54
      6/27/2006                 8,676                        15.55
      6/29/2006                30,055                        15.58
      7/25/2006                 5,744                        14.77
     10/30/2006                  (988                        15.97
     10/30/2006               (3,152)                        16.13
     10/30/2006               (4,140)                        16.13
     10/30/2006               (2,050)                        16.13
     10/30/2006               (4,140)                        16.13
     10/30/2006                 (487)                        16.13
      11/3/2006               (5,955)                        15.67
      11/3/2006               (1,752)                        15.67
       3/7/2007                11,609                        18.60
       3/7/2007                   820                        18.49
       3/8/2007                 9,196                        19.17
       3/8/2007                 1,621                        19.04
       3/9/2007                12,159                        19.40
       3/9/2007                 2,027                        19.38
      3/12/2007                10,133                        19.64
      3/13/2007                10,133                        19.23
      3/14/2007                 4,053                        18.73
      3/16/2007                 6,080                        19.21
      3/19/2007                 6,080                        19.32
      3/20/2007                 6,080                        19.92
      4/12/2007                 3,440                        19.95
      4/24/2007                 6,954                        21.50
      4/25/2007                 6,403                        21.91
      4/26/2007                 4,754                        21.62
     10/17/2007                 9,896                        22.10
     10/22/2007                   990                        20.27
     10/22/2007                 2,413                        20.63

O.S.S. Overseas Ltd.

     Trade Date        Amount Purchased (Sold)        Price per Share ($)
    ------------       ----------------------         -------------------
      6/16/2006               136,136                       17.09
      6/29/2006                55,847                       15.58
      7/14/2006               150,000                       14.79
      7/14/2006               350,000                       14.57
      7/25/2006               313,670                       14.77
     10/30/2006               (13,308)                      15.97
     10/30/2006               (37,392)                      16.13
     10/30/2006               (50,700)                      16.13
     10/30/2006               (25,495)                      16.13
     10/30/2006               (79,680)                      16.13
     10/30/2006               (35,249)                      16.13
      11/3/2006                (2,790)                      15.67
      11/3/2006               (50,700)                      15.67
      11/3/2006               (51,581)                      15.67
       3/7/2007               111,283                       18.60
       3/7/2007                10,667                       18.49
       3/8/2007               119,596                       19.17
       3/8/2007                21,083                       19.04
       3/9/2007               158,126                       19.40
       3/9/2007                26,354                       19.38
      3/12/2007               131,772                       19.64
      3/13/2007               131,772                       19.23
      3/14/2007                52,709                       18.73
      3/16/2007                79,063                       19.21
      3/19/2007                79,063                       19.32
      3/20/2007                79,063                       19.92
      4/12/2007                44,830                       19.95
      4/24/2007                90,609                       21.50


     Trade Date        Amount Purchased (Sold)        Price per Share ($)
    ------------       ----------------------         -------------------
      4/25/2007                83,437                       21.91
      4/26/2007                48,641                       21.62
     10/17/2007               128,437                       22.10
     10/22/2007                12,843                       20.27
     10/22/2007                46,529                       20.63

Peter J. Grondin

     Trade Date        Amount Purchased (Sold)        Price per Share ($)
    ------------       ----------------------         -------------------
      7/20/2006                   200                       $15.20
      1/26/2007                   600                        18.10





                              SPECIAL INSTRUCTIONS

     Please review this proxy statement and the enclosed materials carefully.
YOUR VOTE IS VERY IMPORTANT, no matter how many or how few Shares you own.


     1.   If your Shares are registered in your own name, please sign, date and
          mail the enclosed WHITE proxy card today to The OSS Group, c/o
          MacKenzie Partners, Inc., in the postage-paid envelope provided or
          instruct us by telephone or via the Internet today as to how you would
          like your Shares voted (instructions are on your WHITE proxy card).

     2.   If your Shares are held in the name of a brokerage firm, bank nominee
          or other institution, only it can sign a WHITE proxy card with respect
          to your Shares and only after receiving your specific instructions.
          Accordingly, please contact the person responsible for your account
          and instruct that person to execute and return on your behalf the
          WHITE proxy card as soon as possible.

     3.   After signing and returning the enclosed WHITE proxy card, we urge you
          NOT to return Hexcel's GOLD proxy card because only your latest dated
          proxy card will be counted.

     4.   If you have previously signed and returned a GOLD proxy card to
          Hexcel, you have every right to change your vote. Only your latest
          dated proxy card will count. You may revoke any proxy card already
          sent to Hexcel by signing, dating and returning the enclosed WHITE
          proxy card in the postage-paid envelope provided. Proxies may also be
          revoked at any time prior to exercise by: (i) attending the 2008
          Annual Meeting and voting in person (although attendance at the 2008
          Annual Meeting will not in and of itself constitute revocation of a
          proxy), (ii) instructing us by telephone or via the Internet as to how
          you would like your Shares voted (instructions are on your WHITE proxy
          card) or (iii) delivering a written notice of revocation. The written
          notice of revocation may be delivered either to the OSS Group c/o
          MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
          10016, or to the Corporate Secretary of the Company at Two Stamford
          Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901-3238, or any
          other address provided by the Company.

     If you have any questions concerning this proxy statement, would like to
request additional copies of this proxy statement or need help voting your
Shares, please contact our proxy solicitor:

                            MacKenzie Partners, Inc.
                               105 Madison Avenue
                            New York, New York 10016
                   Stockholders Call Toll-Free: (800) 322-2885
                 Banks and Brokers Call Collect: (212) 929-5500





          PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED MARCH 20, 2008

                               PLEASE VOTE TODAY!

                                SEE REVERSE SIDE

                          FOR THREE EASY WAYS TO VOTE.

                  TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE

-------------------------------------------------------------------------------


COMMON

                        PROXY SOLICITED BY THE OSS GROUP

            2008 Annual Meeting of Stockholders of Hexcel Corporation
                                  May [ ], 2008

          The undersigned hereby appoints [ ] as proxy for the undersigned and
     authorizes them to represent and vote, as designated, all of the shares of
     common stock of Hexcel Corporation (the "Company" or "Hexcel") that the
     undersigned would be entitled to vote if personally present at the 2008
     Annual Meeting of stockholders of Hexcel, including any adjournments,
     postponements, reschedulings or continuations of such meeting or any
     meeting held in lieu thereof (the "2008 Annual Meeting"). IF YOU VALIDLY
     EXECUTE AND RETURN THIS PROXY CARD WITHOUT INDICATING YOUR VOTE ON THE
     FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE VOTED FOR SUCH PROPOSALS
     (EXCEPT YOU WILL NOT BE DEEMED TO VOTE FOR THE ELECTION OF ANY CANDIDATE
     WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED UNDER PROPOSAL 1). THIS PROXY
     WILL REVOKE ANY PREVIOUSLY EXECUTED PROXY WITH RESPECT TO ALL PROPOSALS.

                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)



-------------------------------------------------------------------------------





                        PROXY SOLICITED BY THE OSS GROUP

            2008 Annual Meeting of Stockholders of Hexcel Corporation
                                  May [ ], 2008

                             YOUR VOTE IS IMPORTANT

       Please take a moment now to vote your shares of Hexcel Corporation
          common stock for the upcoming Annual Meeting of Stockholders.

                        PLEASE REVIEW THE PROXY STATEMENT
                      AND VOTE TODAY IN ONE OF THREE WAYS:


1.   VOTE BY TELEPHONE - Please call toll-free in the U.S. or Canada at
     (888) 693-8683, on a touch-tone telephone. If outside the U.S. or
     Canada, call [1-610-XXX-XXXX]. Please follow the simple instructions.

                                       OR


2.   VOTE BY INTERNET - Please access HTTP://WWW.CESVOTE.COM, and
     follow the simple instructions.



You may vote by telephone or Internet 24 hours a day, 7 days a week. Your
telephone or Internet vote authorizes the named proxies to vote your shares in
the same manner as if you had marked, signed and returned a proxy card.

                                       OR


3.   VOTE BY MAIL - If you do not wish to vote by telephone or over the
     Internet, please sign, date and return the proxy card in the envelope
     provided, or mail to: The OSS Group, c/o MacKenzie Partners, Inc., [PO BOX
     to come]

                  TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
-------------------------------------------------------------------------------


COMMON

THE OSS GROUP STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE OSS
GROUP'S NOMINEES LISTED IN PROPOSAL 1.


PROPOSAL 1 -- To elect Edward A. Blechschmidt, Timothy D. Leuliette and
              Joachim V. Hirsch to the Board.


     FOR ALL NOMINEES [ ] WITHHOLD FROM ALL NOMINEES [ ] FOR ALL EXCEPT [ ]


The OSS Group intends to use this proxy to vote (i) FOR Messrs. Blechschmidt,
Leuliette and Hirsch and (ii) FOR the candidates who have been nominated by
Hexcel to serve as directors other than           ,         and              for
whom the OSS Group is NOT seeking authority to vote for and WILL NOT exercise
any such authority. There is no assurance that any of Hexcel's nominees will
serve as directors if any of the OSS Group's nominees are elected.




  NOTE: IF YOU DO NOT WISH FOR YOUR SHARES TO BE VOTED "FOR" A PARTICULAR OSS
  GROUP NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND WRITE THE NAME(S) OF THE
  NOMINEE(S) YOU DO NOT SUPPORT ON THE LINE BELOW. YOUR SHARES WILL BE VOTED FOR
  THE REMAINING OSS GROUP NOMINEE(S). YOU MAY ALSO WITHHOLD AUTHORITY TO VOTE
  FOR ONE OR MORE ADDITIONAL HEXCEL NOMINEES BY WRITING THE NAME OF THE
  NOMINEE(S) BELOW.

PROPOSAL 2 -- To ratify the Board's appointment of PricewaterhouseCoopers LLP as
              the Company's independent registered public accounting firm for
              the fiscal year ending December 31, 2008.

                         FOR [ ] AGAINST [ ] ABSTAIN [ ]

The OSS Group does not object to stockholders voting for Proposal 2.

In their discretion, the herein named attorneys and proxies are authorized to
vote upon such other matters as may properly come before the 2008 Annual
Meeting, of which such persons are not made aware within a reasonable period of
time prior to the 2008 Annual Meeting.


-------------------------------------------------------------------------------

                                        Dated:


                                        ------------------------------------
                                        Signature


                                        ------------------------------------
                                        Title or Authority


                                        ------------------------------------
                                        Signature (if held jointly)

                                        Please sign exactly as name appears
                                        hereon. If shares are registered in
                                        more than one name, the signature of
                                        all such persons should be provided. A
                                        corporation should sign in its full
                                        corporate name by a duly authorized
                                        officer, stating his or her title.
                                        Trustees, guardians, executors and
                                        administrators should sign in their
                                        official capacity, giving their full
                                        title as such. If a partnership, please
                                        sign in the partnership name by an
                                        authorized person. The proxy card votes
                                        all shares in all capacities.


     PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID
     ENVELOPE TODAY.