Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/24/2012
(Street)


STAMFORD, CT 06901		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock (1) 05/05/2011   M 17,843 A $ 0 17,843 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) $ 0 05/05/2011   M   2,051 05/11/2007   (3) Common Stock
2,051
$ 0 0
D
 
Restricted Stock Units (2) $ 0 05/05/2011   M   2,198 05/10/2008   (4) Common Stock
2,198
$ 0 0
D
 
Restricted Stock Units (2) $ 0 05/05/2011   M   2,371 05/08/2009   (4) Common Stock
2,371
$ 0 0
D
 
Restricted Stock Units (2) $ 0 05/05/2011   M   5,247 05/07/2010   (4) Common Stock
5,247
$ 0 0
D
 
Restricted Stock Units (2) $ 0 05/05/2011   M   3,215 05/06/2011   (4) Common Stock
3,215
$ 0 0
D
 
Restricted Stock Units (2) $ 0 05/05/2011   M   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, CT 06901		       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:

* 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) 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.

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