SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                               FORM 8-K

                             CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                      March 15, 1996 (February 29, 1996)
               ________________________________________________
               Date of report (Date of earliest event reported)

                              Hexcel Corporation
            ______________________________________________________
              (Exact Name of Registrant as Specified in Charter)

               Delaware            1-8472                   94-1109521
           ______________     _____________________       __________________
             (State of         (Commission File No.)      (IRS Employer
             Incorporation)                                Identification No.)

                       5794 West Las Positas Boulevard
                      Pleasanton, California 94588-8781
          _________________________________________________________
            (Address of Principal Executive Offices and Zip Code)

                                (510) 847-9500
             ____________________________________________________
             (Registrant's telephone number, including area code)

                                     N/A
          _________________________________________________________
          (Former Name or Former Address, if Changed Since Last Report)


          Item 2.   Acquisition or Disposition of Assets.

                    On February 29, 1996, Hexcel Corporation, a
          Delaware corporation ("Hexcel"), consummated the
          acquisition (the "Acquisition") of the worldwide
          Composites Division of Ciba-Geigy Limited, a Swiss
          corporation ("Ciba"), and Ciba-Geigy Corporation, a New
          York corporation ("CGC"), which included Ciba's and CGC's
          composites, structures and interiors, fabrics, laminates,
          prepregs, adhesive films, honeycomb core, sandwich panels
          and fabricated components businesses (the "Ciba
          Composites Business").  The Acquisition was consummated
          pursuant to the terms and conditions of a Strategic
          Alliance Agreement dated as of September 29, 1995 among
          Ciba, CGC and Hexcel, as amended (the "Strategic Alliance
          Agreement").  Under the Strategic Alliance Agreement,
          Hexcel acquired the assets (including the capital stock
          of certain of Ciba's non-U.S. subsidiaries) and
          liabilities of the Ciba Composites Business other than
          certain excluded assets and liabilities, in exchange for
          (i) 18,021,748 newly issued shares of Hexcel's common
          stock, (ii) $25 million in cash and (iii) undertakings by
          Hexcel to deliver to Ciba and/or one or more of its
          subsidiaries, following completion of certain post-
          closing adjustment procedures contemplated by the
          Strategic Alliance Agreement, (x) senior subordinated
          notes to be issued pursuant to an Indenture dated as of
          February 29, 1996 between Hexcel and First Trust of
          California, National Association, as trustee, as the same
          may be amended from time to time (the "Indenture"), in an
          aggregate principal amount of approximately $43 million,
          subject to certain adjustments contemplated by the
          Strategic Alliance Agreement and (y) senior demand notes
          in a principal amount equal to the cash on hand at
          certain of Ciba's former non-U.S. subsidiaries.  Pursuant
          to the Strategic Alliance Agreement, certain assets of
          the Ciba Composites Business, including the capital stock
          of Ciba's Austrian subsidiary, Danutec Werkstoff G.m.b.H.
          (or its successor), and certain assets of Ciba affiliates
          that will continue to act as distributors for the Ciba
          Composites Business following the Acquisition, will be
          acquired from time to time prior to the first anniversary
          of the closing date of the Acquisition.

                    The amount of consideration paid by Hexcel in
          the Acquisition was established through arm's length
          negotiations among Ciba, CGC and Hexcel.

                    The cash component of the Acquisition
          consideration was funded with borrowings under a new
          three-year $175 million credit facility under a Credit
          Agreement dated as of February 29, 1996 among Hexcel and
          certain of its subsidiaries, as borrowers, Citibank,
          N.A., as administrative agent ("Citibank"), Citibank
          International plc, as European administrative agent, the
          lending institutions and issuing banks party thereto, and
          Credit Suisse, as syndication agent (the "Credit
          Agreement").  Borrowings under the Credit Agreement
          accrue interest at a rate per annum equal to, at the
          option of the borrower, (i) the applicable London
          interbank rate plus 0.40% or (ii) Citibank's base rate. 
          The borrowers' obligations under the Credit Agreement are
          secured by a pledge of stock of certain of Hexcel's
          subsidiaries and are also guaranteed by Hexcel and
          certain of its subsidiaries.

                    A portion of the assets acquired by Hexcel in
          the Acquisition constitute plant, equipment and other
          physical property which was used in the ongoing operation
          of the Ciba Composites Business.  Although most of such
          assets are expected to be used for similar purposes by
          Hexcel, Hexcel intends to eliminate excess capacity and
          consolidate redundant activities in connection with the
          integration of the Ciba Composites Business with Hexcel's
          other businesses.  In this regard, Hexcel has announced
          its plans for a two-year phasedown of operations at the
          Anaheim, California facility acquired as part of the Ciba
          Composites Business.  However, because the nature, timing
          and extent of Hexcel's consolidation activities are
          dependent, in part, on factors which are not within
          Hexcel's control and because final decisions have not yet
          been made with respect to many of such consolidation
          activities, it is not possible at this time to identify
          with particularity Hexcel's intended uses for the other
          plant, equipment and other physical property acquired as
          part of the Ciba Composites Business.

                    The foregoing descriptions of the Acquisition
          and the Credit Agreement are qualified in their entirety
          by reference to (i) the Strategic Alliance Agreement,
          which is included as Exhibit 2.1 to this Current Report
          on Form 8-K, (ii) the Amendment dated as of December 12,
          1995 to the Strategic Alliance Agreement, which is
          included as Exhibit 2.1(a) to this Current Report on Form
          8-K, (iii) the Letter Agreement dated as of February 28,
          1996 among Ciba, CGC and Hexcel, which is included as
          Exhibit 2.1(b) to this Current Report on Form 8-K, (iv)
          the Distribution Agreement dated as of February 29, 1996
          among Hexcel, Brochier S.A., Composite Materials Limited,
          Salver S.r.l. and Ciba, which is included as Exhibit
          2.1(c) to this Current Report on Form 8-K, (v) the
          Indenture, which is included as Exhibit 4.1 to this
          Current Report on Form 8-K and (vii) the Credit
          Agreement, which is included as Exhibit 99.1 to this
          Current Report on Form 8-K.

          Item 7.   Financial Statements, Pro Forma 
                    Financial Information and Exhibits.

               (a)  Financial Statements of Business Acquired.

                    Hexcel has determined that it is impracticable at this
          time to provide the required financial statements of the Ciba 
          Composites Business.  Hexcel will file such financial statements 
          as an amendment to this Current Report on Form 8-K as soon as 
          practicable but in no event later than May 14, 1996.

               (b)  Pro Forma Financial Information.

                    Hexcel has determined that it is impracticable
          at this time to provide the required pro forma financial
          information with respect to the Acquisition.  Hexcel will
          file such pro forma financial information as an amendment
          to this Current Report on Form 8-K as soon as practicable
          but in no event later than May 14, 1996.

               (c)  Exhibits.

          Exhibit No.         Description

             2.1              Strategic Alliance Agreement dated as
                              of September 29, 1995 among Ciba, CGC
                              and Hexcel (filed as Exhibit 10.1 to
                              Hexcel's Current Report on Form 8-K
                              dated October 12, 1995 and
                              incorporated herein by reference).

             2.1(a)           Amendment dated as of December 12, 1995 to
                              the Strategic Alliance Agreement dated as
                              of September 29, 1995 among Ciba, CGC and
                              Hexcel.

             2.1(b)           Letter Agreement dated as of February 28,
                              1996 among Ciba, CGC and Hexcel.

             2.1(c)           Distribution Agreement dated as of
                              February 29, 1996 among Hexcel, Brochier
                              S.A., Composite Materials Limited, Salver
                              S.r.l. and Ciba.

             4.1              Indenture dated as of February 29,
                              1996 between Hexcel and First Trust
                              of California, National Association,
                              as trustee.

            99.1              Credit Agreement dated as of February
                              29, 1996 among Hexcel and certain
                              subsidiaries of Hexcel, as borrowers,
                              the lending institutions and issuing
                              banks party thereto, Citibank, N.A.,
                              as administrative agent, and Credit
                              Suisse, as syndication agent.


                                  SIGNATURES

                Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

          Dated:  March 15, 1996

                                 HEXCEL CORPORATION

                                  By:  /s/ RODNEY P. JENKS, JR.
                                  Name:   Rodney P. Jenks, Jr.
                                  Title:  Vice President, General
                                            Counsel and Secretary


                                EXHIBIT INDEX

          Exhibit                  Description

           2.1           Strategic Alliance Agreement dated as of
                         September 29, 1995 among Ciba, CGC and
                         Hexcel (filed as Exhibit 10.1 to Hexcel's
                         Current Report on Form 8-K dated October
                         12, 1995 and incorporated herein by
                         reference).

           2.1(a)        Amendment dated as of December 12,
                         1995 to the Strategic Alliance
                         Agreement dated as of September 29,
                         1995 among Ciba, CGC and Hexcel.

           2.1(b)        Letter Agreement dated as of February
                         28, 1996 among Ciba, CGC and Hexcel.

           2.1(c)        Distribution Agreement dated as of
                         February 29, 1996 among Hexcel,
                         Brochier S.A., Composite Materials
                         Limited, Salver S.r.l. and Ciba.

           4.1           Indenture dated as of February 29, 1996,
                         between Hexcel and First Trust of
                         California, National Association, as
                         trustee.     

          99.1           Credit Agreement dated as of February 29,
                         1996 among Hexcel and certain subsidiaries
                         of Hexcel, as borrowers, the lending
                         institutions and issuing banks party
                         thereto, Citibank, N.A., as administrative
                         agent, and Credit Suisse, as syndication
                         agent.
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SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                               FORM 8-K

                             CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                      March 15, 1996 (February 29, 1996)
               ________________________________________________
               Date of report (Date of earliest event reported)

                              Hexcel Corporation
            ______________________________________________________
              (Exact Name of Registrant as Specified in Charter)

               Delaware            1-8472                   94-1109521
           ______________     _____________________       __________________
             (State of         (Commission File No.)      (IRS Employer
             Incorporation)                                Identification No.)

                       5794 West Las Positas Boulevard
                      Pleasanton, California 94588-8781
          _________________________________________________________
            (Address of Principal Executive Offices and Zip Code)

                                (510) 847-9500
             ____________________________________________________
             (Registrant's telephone number, including area code)

                                     N/A
          _________________________________________________________
          (Former Name or Former Address, if Changed Since Last Report)

          Item 2.   Acquisition or Disposition of Assets.

                    On February 29, 1996, Hexcel Corporation, a
          Delaware corporation ("Hexcel"), consummated the
          acquisition (the "Acquisition") of the worldwide
          Composites Division of Ciba-Geigy Limited, a Swiss
          corporation ("Ciba"), and Ciba-Geigy Corporation, a New
          York corporation ("CGC"), which included Ciba's and CGC's
          composites, structures and interiors, fabrics, laminates,
          prepregs, adhesive films, honeycomb core, sandwich panels
          and fabricated components businesses (the "Ciba
          Composites Business").  The Acquisition was consummated
          pursuant to the terms and conditions of a Strategic
          Alliance Agreement dated as of September 29, 1995 among
          Ciba, CGC and Hexcel, as amended (the "Strategic Alliance
          Agreement").  Under the Strategic Alliance Agreement,
          Hexcel acquired the assets (including the capital stock
          of certain of Ciba's non-U.S. subsidiaries) and
          liabilities of the Ciba Composites Business other than
          certain excluded assets and liabilities, in exchange for
          (i) 18,021,748 newly issued shares of Hexcel's common
          stock, (ii) $25 million in cash and (iii) undertakings by
          Hexcel to deliver to Ciba and/or one or more of its
          subsidiaries, following completion of certain post-
          closing adjustment procedures contemplated by the
          Strategic Alliance Agreement, (x) senior subordinated
          notes to be issued pursuant to an Indenture dated as of
          February 29, 1996 between Hexcel and First Trust of
          California, National Association, as trustee, as the same
          may be amended from time to time (the "Indenture"), in an
          aggregate principal amount of approximately $43 million,
          subject to certain adjustments contemplated by the
          Strategic Alliance Agreement and (y) senior demand notes
          in a principal amount equal to the cash on hand at
          certain of Ciba's former non-U.S. subsidiaries.  Pursuant
          to the Strategic Alliance Agreement, certain assets of
          the Ciba Composites Business, including the capital stock
          of Ciba's Austrian subsidiary, Danutec Werkstoff G.m.b.H.
          (or its successor), and certain assets of Ciba affiliates
          that will continue to act as distributors for the Ciba
          Composites Business following the Acquisition, will be
          acquired from time to time prior to the first anniversary
          of the closing date of the Acquisition.

                    The amount of consideration paid by Hexcel in
          the Acquisition was established through arm's length
          negotiations among Ciba, CGC and Hexcel.

                    The cash component of the Acquisition
          consideration was funded with borrowings under a new
          three-year $175 million credit facility under a Credit
          Agreement dated as of February 29, 1996 among Hexcel and
          certain of its subsidiaries, as borrowers, Citibank,
          N.A., as administrative agent ("Citibank"), Citibank
          International plc, as European administrative agent, the
          lending institutions and issuing banks party thereto, and
          Credit Suisse, as syndication agent (the "Credit
          Agreement").  Borrowings under the Credit Agreement
          accrue interest at a rate per annum equal to, at the
          option of the borrower, (i) the applicable London
          interbank rate plus 0.40% or (ii) Citibank's base rate. 
          The borrowers' obligations under the Credit Agreement are
          secured by a pledge of stock of certain of Hexcel's
          subsidiaries and are also guaranteed by Hexcel and
          certain of its subsidiaries.

                    A portion of the assets acquired by Hexcel in
          the Acquisition constitute plant, equipment and other
          physical property which was used in the ongoing operation
          of the Ciba Composites Business.  Although most of such
          assets are expected to be used for similar purposes by
          Hexcel, Hexcel intends to eliminate excess capacity and
          consolidate redundant activities in connection with the
          integration of the Ciba Composites Business with Hexcel's
          other businesses.  In this regard, Hexcel has announced
          its plans for a two-year phasedown of operations at the
          Anaheim, California facility acquired as part of the Ciba
          Composites Business.  However, because the nature, timing
          and extent of Hexcel's consolidation activities are
          dependent, in part, on factors which are not within
          Hexcel's control and because final decisions have not yet
          been made with respect to many of such consolidation
          activities, it is not possible at this time to identify
          with particularity Hexcel's intended uses for the other
          plant, equipment and other physical property acquired as
          part of the Ciba Composites Business.

                    The foregoing descriptions of the Acquisition
          and the Credit Agreement are qualified in their entirety
          by reference to (i) the Strategic Alliance Agreement,
          which is included as Exhibit 2.1 to this Current Report
          on Form 8-K, (ii) the Amendment dated as of December 12,
          1995 to the Strategic Alliance Agreement, which is
          included as Exhibit 2.1(a) to this Current Report on Form
          8-K, (iii) the Letter Agreement dated as of February 28,
          1996 among Ciba, CGC and Hexcel, which is included as
          Exhibit 2.1(b) to this Current Report on Form 8-K, (iv)
          the Distribution Agreement dated as of February 29, 1996
          among Hexcel, Brochier S.A., Composite Materials Limited,
          Salver S.r.l. and Ciba, which is included as Exhibit
          2.1(c) to this Current Report on Form 8-K, (v) the
          Indenture, which is included as Exhibit 4.1 to this
          Current Report on Form 8-K and (vii) the Credit
          Agreement, which is included as Exhibit 99.1 to this
          Current Report on Form 8-K.

          Item 7.   Financial Statements, Pro Forma 
                    Financial Information and Exhibits.

               (a)  Financial Statements of Business Acquired.

                    Hexcel has determined that it is impracticable at this
          time to provide the required financial statements of the Ciba 
          Composites Business.  Hexcel will file such financial statements 
          as an amendment to this Current Report on Form 8-K as soon as 
          practicable but in no event later than May 14, 1996.

               (b)  Pro Forma Financial Information.

                    Hexcel has determined that it is impracticable
          at this time to provide the required pro forma financial
          information with respect to the Acquisition.  Hexcel will
          file such pro forma financial information as an amendment
          to this Current Report on Form 8-K as soon as practicable
          but in no event later than May 14, 1996.

               (c)  Exhibits.

          Exhibit No.         Description

             2.1              Strategic Alliance Agreement dated as
                              of September 29, 1995 among Ciba, CGC
                              and Hexcel (filed as Exhibit 10.1 to
                              Hexcel's Current Report on Form 8-K
                              dated October 12, 1995 and
                              incorporated herein by reference).

             2.1(a)           Amendment dated as of December 12, 1995 to
                              the Strategic Alliance Agreement dated as
                              of September 29, 1995 among Ciba, CGC and
                              Hexcel.

             2.1(b)           Letter Agreement dated as of February 28,
                              1996 among Ciba, CGC and Hexcel.

             2.1(c)           Distribution Agreement dated as of
                              February 29, 1996 among Hexcel, Brochier
                              S.A., Composite Materials Limited, Salver
                              S.r.l. and Ciba.

             4.1              Indenture dated as of February 29,
                              1996 between Hexcel and First Trust
                              of California, National Association,
                              as trustee.

            99.1              Credit Agreement dated as of February
                              29, 1996 among Hexcel and certain
                              subsidiaries of Hexcel, as borrowers,
                              the lending institutions and issuing
                              banks party thereto, Citibank, N.A.,
                              as administrative agent, and Credit
                              Suisse, as syndication agent.

                                  SIGNATURES

                Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

          Dated:  March 15, 1996

                                 HEXCEL CORPORATION

                                  By:  /s/ RODNEY P. JENKS, JR.
                                  Name:   Rodney P. Jenks, Jr.
                                  Title:  Vice President, General
                                            Counsel and Secretary

                                EXHIBIT INDEX

          Exhibit                  Description

           2.1           Strategic Alliance Agreement dated as of
                         September 29, 1995 among Ciba, CGC and
                         Hexcel (filed as Exhibit 10.1 to Hexcel's
                         Current Report on Form 8-K dated October
                         12, 1995 and incorporated herein by
                         reference).

           2.1(a)        Amendment dated as of December 12,
                         1995 to the Strategic Alliance
                         Agreement dated as of September 29,
                         1995 among Ciba, CGC and Hexcel.

           2.1(b)        Letter Agreement dated as of February
                         28, 1996 among Ciba, CGC and Hexcel.

           2.1(c)        Distribution Agreement dated as of
                         February 29, 1996 among Hexcel,
                         Brochier S.A., Composite Materials
                         Limited, Salver S.r.l. and Ciba.

           4.1           Indenture dated as of February 29, 1996,
                         between Hexcel and First Trust of
                         California, National Association, as
                         trustee.     

          99.1           Credit Agreement dated as of February 29,
                         1996 among Hexcel and certain subsidiaries
                         of Hexcel, as borrowers, the lending
                         institutions and issuing banks party
                         thereto, Citibank, N.A., as administrative
                         agent, and Credit Suisse, as syndication
                         agent.