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

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HEXCEL CORPORATION
(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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MAJOR HEXCEL SHAREHOLDER OSS CAPITAL MANAGEMENT HIGHLIGHTS CONCERNS ABOUT HEXCEL’S LOW MARGINS

Asserts Low Margins Impeding Hexcel’s Competitiveness and Shareholder Value Creation

In Letter to Shareholders, OSS Capital Poses Five Critical Questions for Hexcel and its Board

Urges Shareholders to Elect a More Qualified Board to Work with Management by Voting for Director Nominees OSS Capital is Proposing

NEW YORK, NY, April 15, 2008 -- OSS Capital Management LP (“OSS Capital”), which together with affiliates beneficially owns approximately 5.3 million common shares of Hexcel Corporation (NYSE: HXL), representing over 5.5% of the Company’s outstanding shares, today announced that it has sent a letter to Hexcel shareholders asserting that Hexcel’s low margins are impeding Hexcel’s business competitiveness and the creation of enhanced shareholder value.

OSS Capital is urging Hexcel shareholders to elect a more qualified Board of Directors to work with Hexcel management and has nominated three independent business executives with proven expertise in industrial global markets, cost cutting, and building shareholder value.

The letter raises five critical questions about Hexcel’s recent filings and other statements which Hexcel has made regarding its business in connection with OSS Capital’s efforts to win election for the director nominees being proposed by OSS Capital.

The full text of the OSS Capital letter to Hexcel stockholders follows:

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“April 15, 2008

Dear Fellow Hexcel Stockholder:

In OSS Capital’s opinion, a meaningful margin improvement in Hexcel’s composite business is the key to Hexcel’s global competitiveness, business potential, and creation of enhanced shareholder value. Here are the facts with respect to Hexcel’s margins today versus its direct competition in the composite space:

Hexcel’s Margins Poor Compared to Competitors

 

 

Hexcel’s lagging margin position has impaired shareholder value yet the company has not provided a plausible explanation for this inferior margin performance.

What’s more, an “apples to apples” margin comparison raises further concern. Toray and Cytec both allocate corporate overhead expenses to their composite subsidiaries, while Hexcel does not. Hexcel had approximately $50 million of unallocated expenses in the trailing twelve months. When Hexcel’s operating income is adjusted to account for corporate overhead, the discrepancy is amplified:

And Are Even Worse on a Fully Allocated Basis

 

 

*As Hexcel’s composite business is 80% of corporate revenues, assumes 80% pro-rata allocation of corporate expenses to composite subsidiary

 

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SHAREHOLDERS HAVE EVERY RIGHT TO BE CONCERNED ABOUT HEXCEL’S COST STRUCTURE

Hexcel’s recent statements about its track record – and its April 1, 2008 filing with the SEC – raise key questions which we believe the Board should have been asking of Hexcel management, and our director nominees will ask if elected:

A better qualified Hexcel Board would be asking these questions and working with management to productively answer and address these issues.

The director nominees proposed by OSS Capital – Ed Blechschmidt, Joachim “Jake” Hirsch, and Timothy Leuliette – have the experience to work with management to get the right answers to these and other critical questions and to put a plan in place to improve margins. They are committed to help build Hexcel’s business and enhance Hexcel’s profitability, which will maximize shareholder value.

Elect the nominees proposed by OSS Capital who are committed to your Hexcel investment achieving its maximum potential.

VOTE THE WHITE PROXY CARD FOR A MORE QUALIFIED BOARD AT HEXCEL.