Item 5.03 Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year

Effective as of May 7, 2009, Hexcel's bylaws were amended to modify the procedures that must be followed by stockholders to submit proposals for consideration at a meeting of stockholders, including advance notice and informational requirements. The changes include the following:

† The procedures and requirements a stockholder must follow to nominate a candidate to serve as a director (now addressed in new Section 16), are separate and distinct from the procedures and requirements a stockholder must follow to submit a proposal for any matter other than the nomination of a candidate to serve as a director (addressed in Section 4, which has been modified).

† Any stockholder submitting a proposal must now provide additional information on its holdings of Hexcel common stock, to account for derivative types of securities. If the proposal is for the nomination of a candidate to serve as a director, then this information must be provided with respect to the candidate as well.

† The deadline for a stockholder to submit a proposal to nominate a director at an annual meeting of stockholders has been changed. Any proposal must be submitted 120 days prior to the anniversary date of Hexcel's most recent annual meeting. Prior to the change, any such proposal was required to be submitted by the date that is 120 days prior to the anniversary date of the notice given to stockholders in connection with the immediately preceding annual meeting.

† The amended bylaws contain specific deadlines for the submission of notices from stockholders related to special meetings called for the election of directors.

Hexcel's bylaws, as amended and restated to reflect these changes, are filed as an exhibit hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3 Bylaws of Hexcel Corporation, amended and restated as of May 7, 2009.

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