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


                       July 15, 1997 (July 10, 1997)
              ------------------------------------------------
              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.)


                             Two Stamford Plaza
                           281 Tresser Boulevard
                      Stamford, Connecticut 06901-3238
        ------------------------------------------------------------
           (Address of Principal Executive Offices and Zip Code)


                               (203) 969-0666
            ----------------------------------------------------
            (Registrant's telephone number, including area code)

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



Item 4.        Changes in Registrant's Certifying Accountant

(a)     Previous independent accountants

        (i)    On July 10, 1997, Hexcel Corporation dismissed
               Deloitte & Touche L.L.P. as its independent
               accountants.

        (ii)   The reports of Deloitte & Touche L.L.P. on the
               financial statements for the past two fiscal
               years contained no adverse opinion or disclaim-
               er of opinion and were not qualified or modi-
               fied as to uncertainty, audit scope or account-
               ing principle.  The December 31, 1995 report
               includes an explanatory paragraph regarding
               the confirmation of plan of reorganization and
               the acquisition of the Ciba Composite business.

        (iii)  The Registrant's Audit Committee and Board of
               Directors participated in and approved the
               decision to change independent accountants.

        (iv)   In connection with its audits for the two most
               recent fiscal years and through July 10, 1997,
               there have been no disagreements with Deloitte
               & Touche L.L.P. on any matter of accounting
               principles or practices, financial statement
               disclosure, or auditing scope or procedure,
               which disagreements if not resolved to the sat-
               isfaction of Deloitte & Touche L.L.P. would
               have caused them to make reference thereto in
               their report on the financial statements for
               such years.

        (v)    During the two most recent fiscal years and
               through July 10, 1997, there have been no
               reportable events (as defined in Regulation S-K
               Item 304(a)(1)(v)).

        (vi)   The Registrant has requested that Deloitte &
               Touche L.L.P. furnish it with a letter addressed
               to the SEC stating whether or not it agrees with
               the above statements. A copy of such letter, dated
               July 15, 1997, is filed as Exhibit 16 to this Form
               8-K.

        (b)    New independent accountants

        (i)    The Registrant engaged Price Waterhouse L.L.P. as
               its new independent accountants as of July 10,
               1997. During the two most recent fiscal years and
               through July 10, 1997, the Registrant has not
               consulted with Price Waterhouse L.L.P. regarding
               either (i) the application of accounting
               principles to a specified transaction, either
               completed or proposed, or the type of audit
               opinion that might be rendered on the Registrant's
               financial statements, and no written report or
               oral advice was provided to the Registrant by
               Price Waterhouse L.L.P. demonstrating Price
               Waterhouse L.L.P.'s conclusions with respect to any 
               such issue that was an important factor considered 
               by the Registrant in reaching a decision as to the
               accounting, auditing or financial reporting issue;
               or (ii) any matter that was either the subject of
               a disagreement, as that term is defined in Item
               304(a)(1)(iv) of Regulation S-K and the related
               instructions to Item 304 of Regulation S-K, or a
               reportable event, as that term is defined in Item
               304(a)(1)(v) of Regulation S-K.

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

        (c)    Exhibits

               16   Letter from Deloitte & Touche L.L.P. to 
                    the Securities and Exchange Commission
                    Regarding Change in Certifying Ac-
                    countant.


                            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:  July 15, 1997

                                        HEXCEL CORPORATION


                                        By: /s/ Wayne C. Pensky
                                            Name:  Wayne C. Pensky
                                            Title: Corporate Controller; Chief
                                                   Accounting Officer



EXHIBIT INDEX

Exhibit No.              Description

16              Letter from Deloitte & Touche L.L.P. to 
                the Securities and Exchange Commission
                Regarding Change in Certifying Ac-
                countant
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6329}]
{"company-data": {"conformed-name": "HEXCEL CORP /DE/", "cik": "0000717605", "assigned-sic": "3460", "irs-number": "941109521", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08472", "film-number": "97641161"}, "business-address": {"street1": "281 TRESSER BOULEVARD", "street2": "C/O TWO STAMFORD PLZ", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "5108479500"}, "mail-address": {"street1": "5794 W LAS POSITAS BLVD", "city": "PLEASANTON", "state": "CA", "zip": "945888781"}}
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

                       July 15, 1997 (July 10, 1997)
              ------------------------------------------------
              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.)

                             Two Stamford Plaza
                           281 Tresser Boulevard
                      Stamford, Connecticut 06901-3238
        ------------------------------------------------------------
           (Address of Principal Executive Offices and Zip Code)

                               (203) 969-0666
            ----------------------------------------------------
            (Registrant's telephone number, including area code)

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

Item 4.        Changes in Registrant's Certifying Accountant

(a)     Previous independent accountants

        (i)    On July 10, 1997, Hexcel Corporation dismissed
               Deloitte & Touche L.L.P. as its independent
               accountants.

        (ii)   The reports of Deloitte & Touche L.L.P. on the
               financial statements for the past two fiscal
               years contained no adverse opinion or disclaim-
               er of opinion and were not qualified or modi-
               fied as to uncertainty, audit scope or account-
               ing principle.  The December 31, 1995 report
               includes an explanatory paragraph regarding
               the confirmation of plan of reorganization and
               the acquisition of the Ciba Composite business.

        (iii)  The Registrant's Audit Committee and Board of
               Directors participated in and approved the
               decision to change independent accountants.

        (iv)   In connection with its audits for the two most
               recent fiscal years and through July 10, 1997,
               there have been no disagreements with Deloitte
               & Touche L.L.P. on any matter of accounting
               principles or practices, financial statement
               disclosure, or auditing scope or procedure,
               which disagreements if not resolved to the sat-
               isfaction of Deloitte & Touche L.L.P. would
               have caused them to make reference thereto in
               their report on the financial statements for
               such years.

        (v)    During the two most recent fiscal years and
               through July 10, 1997, there have been no
               reportable events (as defined in Regulation S-K
               Item 304(a)(1)(v)).

        (vi)   The Registrant has requested that Deloitte &
               Touche L.L.P. furnish it with a letter addressed
               to the SEC stating whether or not it agrees with
               the above statements. A copy of such letter, dated
               July 15, 1997, is filed as Exhibit 16 to this Form
               8-K.

        (b)    New independent accountants

        (i)    The Registrant engaged Price Waterhouse L.L.P. as
               its new independent accountants as of July 10,
               1997. During the two most recent fiscal years and
               through July 10, 1997, the Registrant has not
               consulted with Price Waterhouse L.L.P. regarding
               either (i) the application of accounting
               principles to a specified transaction, either
               completed or proposed, or the type of audit
               opinion that might be rendered on the Registrant's
               financial statements, and no written report or
               oral advice was provided to the Registrant by
               Price Waterhouse L.L.P. demonstrating Price
               Waterhouse L.L.P.'s conclusions with respect to any 
               such issue that was an important factor considered 
               by the Registrant in reaching a decision as to the
               accounting, auditing or financial reporting issue;
               or (ii) any matter that was either the subject of
               a disagreement, as that term is defined in Item
               304(a)(1)(iv) of Regulation S-K and the related
               instructions to Item 304 of Regulation S-K, or a
               reportable event, as that term is defined in Item
               304(a)(1)(v) of Regulation S-K.

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

        (c)    Exhibits

               16   Letter from Deloitte & Touche L.L.P. to 
                    the Securities and Exchange Commission
                    Regarding Change in Certifying Ac-
                    countant.

                            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:  July 15, 1997

                                        HEXCEL CORPORATION

                                        By: /s/ Wayne C. Pensky
                                            Name:  Wayne C. Pensky
                                            Title: Corporate Controller; Chief
                                                   Accounting Officer

EXHIBIT INDEX

Exhibit No.              Description

16              Letter from Deloitte & Touche L.L.P. to 
                the Securities and Exchange Commission
                Regarding Change in Certifying Ac-
                countant