SCHEDULE 14A
                                (Rule 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT

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

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

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

     |_|  Definitive Additional Materials

     |X|  Soliciting Material Pursuant to Section 14a-12

                               HEXCEL CORPORATION
                ________________________________________________
                (Name of Registrant as Specified In Its Charter)

                                       N/A
    ________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



       
     |X|  No fee required.
     |_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
          (1)  Title of each class of securities to which transaction applies: _____________________________________________________
          (2)  Aggregate number of securities to which transaction applies: ________________________________________________________

          (3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
               amount on which the filing fee is calculated and state how it was determined):  _____________________________________
          (4)  Proposed maximum aggregate value of transaction: ____________________________________________________________________
          (5)  Total fee paid:  ____________________________________________________________________________________________________

     |_|  Fee paid previously with preliminary materials:  _________________________________________________________________________
     |_|  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
          the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or
          schedule and the date of its filing.
          (1)  Amount previously paid: _____________________________________________________________________________________________
          (2)  Form, Schedule or Registration Statement No.:  ______________________________________________________________________
          (3)  Filing Party: _______________________________________________________________________________________________________
          (4)  Date Filed: _________________________________________________________________________________________________________


                As filed with the Commission on February 26, 2003



Slide 1

Strengthening Hexcel's Capital Structure

o        On December 18, Hexcel signed agreements to issue convertible
         preferred stock for $125 million of cash

o        Securities will be 2 series of convertible preferred stock
         -   Convertible into 49.8 million common shares & votes on "as
             converted" basis.
         -   Series A will accrue 6% dividend after 3 years.
         -   Series B has no dividend.
         -   1/22/10 Redemption Date

o        Securities being purchased by:
         -   Affiliates of Berkshire Partners LLC & Greenbriar Equity Group LLC.
         -   Affiliates of Goldman Sachs



Slide 2

Strengthening Hexcel's Capital Structure

o        Proceeds will be used to reduce debt:
         -   Redemption of 7% Convertible Subordinated Notes due in August
             2003 ($46.9M)
         -   Reduce senior bank debt

o        Company to refinance remaining outstanding senior bank debt with some
         combination of revolver, term loans and notes with a term of four
         years or more

o        Transactions are subject to senior debt refinancing, the approval
         of Hexcel's stockholders and customary closing conditions.



Hexcel Corporation (the "Company") and certain persons may be deemed to be
participants in the solicitation of proxies relating to the proposed
transaction among the Company, Berkshire Partners LLC and Greenbriar Equity
Group LLC and the proposed transaction among the Company and affiliates of
Goldman Sachs Group, Inc. (together, the "Transactions"). The participants in
such solicitation may include the Company's executive officers and directors.
Information concerning such participants is contained in the Company's
definitive proxy statement filed with the Securities and Exchange Commission
on February 14, 2003 on Schedule 14A (the "Proxy Statement") in connection
with such solicitation.

These presentation materials are not a proxy statement. In connection with the
solicitation, on February 14, 2003 a copy of the Proxy Statement and a proxy
card were mailed to the Company's stockholders of record as of the close of
business on February 12, 2003. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ
THE STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders of the
Company may obtain, free of charge, copies of the Proxy Statement and other
documents filed by the Company with the Securities and Exchange Commission on
the Securities and Exchange Commission's website (http://www.sec.gov) or by
request by contacting Investor Relations Department, Hexcel Corporation, Two
Stamford Plaza, 281 Tresser Boulevard, 16th Floor, Stamford, Connecticut
06901-3238.