<Page>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2001
                                                          REGISTRATION NO. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                               HEXCEL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)
            DELAWARE                                         94-1109521
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                           Identification No.)

                          ----------------------------
                               TWO STAMFORD PLAZA
                              281 TRESSER BOULEVARD
                           STAMFORD, CONNECTICUT 06901
               (Address of Principal Executive Offices) (Zip Code)
                             -----------------------

EMPLOYEE OPTION AGREEMENT BY AND BETWEEN DAVID E. BERGES AND HEXCEL CORPORATION
EMPLOYEE OPTION AGREEMENT BY AND BETWEEN DAVID E. BERGES AND HEXCEL CORPORATION
RESTRICTED STOCK AGREEMENT BY AND BETWEEN DAVID E. BERGES AND HEXCEL CORPORATION
                            (Full Title of the Plan)

                             -----------------------

                              IRA J. KRAKOWER, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               HEXCEL CORPORATION
                               TWO STAMFORD PLAZA
                              281 TRESSER BOULEVARD
                           STAMFORD, CONNECTICUT 06901
                                 (203) 969-0666
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                             -----------------------
                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
================= =============== ============== =============== ==============
                                    Proposed        Proposed
    Title of                         Maximum        Maximum        Amount of
 Securities to     Amount to be     Offering       Aggregate     Registration
 be Registered    Registered (1)      Price         Offering          Fee
                                  Per Share(2)      Price(2)
----------------- --------------- -------------- --------------- --------------
<S>                  <C>              <C>          <C>              <C>
Common Stock,        915,000          $8.42        $7,704,300       $1,927
par value $0.01
per share
================= =============== ============== =============== ==============
</Table>

(1)   This registration statement (this "Registration Statement") covers shares
      of Common Stock of Hexcel Corporation (the "Registrant") which may be
      offered or sold from time to time pursuant to two Employee Stock Option
      Agreements, and one Restricted Stock Agreement, each of which is dated
      July 30, 2001 and entered into between Hexcel Corporation and David E.
      Berges (such three agreements to be referred to collectively as the
      "Agreements"). Pursuant to Rule 416, this Registration Statement also
      covers such indeterminable number of additional shares of the Registrant's
      Common Stock as may be issuable pursuant to the antidilution provisions of
      the Agreements.
(2)   Estimated solely for the purpose of calculating the registration fee. The
      aggregate offering price has been computed pursuant to Rules 457(c) and
      457(h) promulgated under the Securities Act of 1933, as amended, on the
      basis of the average of the high and low sale prices of the Registrant's
      Common Stock as reported on the New York Stock Exchange Composite Tape on
      August 16, 2001, which is within five business days prior to filing.

<Page>

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Not required to be filed with this Registration Statement.


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement:

      (1)   The Registrant's Prospectus dated August 10, 2001, filed with the
            Commission pursuant to Rule 424(b) under the Securities Act of 1933,
            as amended (File No. 333-66582).

      (2)   The Registrant's Quarterly Reports on Form 10-Q for the fiscal
            quarters ended March 31, 2001 and June 30, 2001.

      (3)   The Registrant's Current Reports on Form 8-K dated January 19, 2001,
            April 19, 2001, April 30, 2001, May 8, 2001, June 15, 2001 and July
            27, 2001.

      (4)   The Registrant's Proxy Statement, dated April 2, 2001 relating the
            Registrant's Annual Meeting of Shareholders held on May 10, 2001.

      (5)   The description of the Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 8-A dated July 9, 1996
            relating to the Common Stock, including any amendment or report
            filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities registered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

<Page>

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Set forth below is a description of certain provisions of the
Delaware General Corporation Law (the "DGCL"), the Certificate of Incorporation
of the Registrant, the Strategic Alliance Agreement dated as of September 29,
1995 (as amended), among Ciba-Geigy Limited, Ciba-Geigy Corporation and the
Registrant (the "Strategic Alliance Agreement"), as such provisions relate to
the indemnification of the directors and officers of the Registrant, the Hexcel
Corporation Incentive Stock Plan, as amended and restated December 19, 2000, the
Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on February
3, 2000 and further amended on February 3, 2001 (together, the "Incentive Stock
Plans"), and the Agreements. This description is intended only as a summary and
is qualified in its entirety by reference to the applicable provisions of the
GCL, the Certificate of Incorporation of the Registrant, the Strategic Alliance
Agreement, the Incentive Stock Plans and the Agreements, which are incorporated
herein by reference.

            Section 145 of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
its request in such capacity at another corporation or business organization,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify against the expenses that such
officer or director actually and reasonably incurred.

            Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of a corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock
Purchase or Redemption) or (iv) for any transaction from which the director
derived an improper personal benefit.

            The Registrant's Certificate of Incorporation provides for the
elimination of personal liability of a director for breach of fiduciary duty, to
the full extent permitted by the GCL. The Registrant's Certificate of
Incorporation also provides that the Registrant shall indemnify its directors
and officers to the full extent permitted by the GCL; provided, however, that
the Registrant shall indemnify any such person seeking

<Page>

indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors of the Registrant.

            The Strategic Alliance Agreement provides that the Registrant's
Certificate of Incorporation and By-laws will continue to contain the provisions
with respect to indemnification of directors and officers as of the date of the
Strategic Alliance Agreement, which provisions will not be amended, repealed or
otherwise modified, for a period of six years following the Closing contemplated
by the Strategic Alliance Agreement (the "Closing") in any manner that would
adversely affect the rights of individuals who at any time prior to the Closing
were directors or officers of the Registrant in respect of actions or omissions
occurring at or prior to the Closing, except for such modifications as are
required by applicable law. In addition, the Strategic Alliance Agreement
generally requires the Registrant to indemnify its officers and directors as of
the date of the Strategic Alliance Agreement against all losses (including
reasonable fees and expenses of counsel) arising out of any claim based in whole
or in part on the fact that such person was a director or officer of the
Registrant at or prior to the Closing.

            The Registrant maintains, at its expense, an insurance policy that
insures the directors and officers of the Registrant, subject to certain
exclusions and deductions, against certain liabilities that they may incur in
their capacity as such. The Strategic Alliance Agreement provides that for six
years after the Closing, the Registrant is generally required to provide
directors' and officers' liability insurance for its officers and directors
similar to that provided as of the date of the Strategic Alliance Agreement.

            Pursuant to the Incentive Stock Plans and the Agreements, no member
of the Compensation Committee of the Board of Directors of the Registrant, or
such other committee or committees of the Board of Directors as may be
designated by the Board of Directors from time to time to administer the
Incentive Stock Plans or the transactions under the Agreements, shall be liable
for any action or determination made in good faith, and the members of such
committee or committees shall be entitled to indemnification in the manner
provided in the Registrant's Certificate of Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.

            4.1   Restated Certificate of Incorporation of the Registrant dated
                  June 3, 1996 (incorporated by reference to Exhibit 1 to the
                  Registrant's Registration Statement on Form 8-A dated July 9,
                  1996).

            4.2   Amended and Restated Bylaws of the Registrant dated April 25,
                  2001 (incorporated by reference herein to Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-4 (No.
                  333-66582), filed on August 2, 2001).

            4.3   Employee Option Agreement dated as of July 30, 2001 between
                  Hexcel Corporation and David E. Berges (incorporated by
                  reference herein to Exhibit 10.37(a) to the Registrant's
                  Registration Statement on Form S-4 (No. 333-66582), filed on
                  August 2, 2001).

            4.4   Employee Option Agreement (performance-based option) dated as
                  of July 30, 2001 between Hexcel Corporation and David E.
                  Berges (incorporated by

<Page>

                  reference herein to Exhibit 10.37(b) to the Registrant's
                  Registration Statement on Form S-4 (No. 333-66582), filed on
                  August 2, 2001).

            4.5   Restricted Stock Agreement dated as of July 30, 2001 between
                  Hexcel Corporation and David E. Berges (incorporated by
                  reference herein to Exhibit 10.37(c) to the Registrant's
                  Registration Statement on Form S-4 (No. 333-66582), filed on
                  August 2, 2001).

            4.6   Letter Agreement dated as of August 1, 2001 between Hexcel
                  Corporation and David E. Berges (incorporated by reference
                  herein to Exhibit 10.37(e) to the Registrant's Registration
                  Statement on Form S-4 (No. 333-66582), filed on August 2,
                  2001).

            4.7   Hexcel Corporation Incentive Stock Plan, as amended and
                  restated on December 19, 2000 (incorporated herein by
                  reference to Exhibit 10.3(e) to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 2000).

            4.8   Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as
                  amended on February 3, 2000, and further amended on February
                  1, 2001 (incorporated herein by reference to Exhibit 10.4(b)
                  to the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000).

            5.1   Opinion of Ira J. Krakower, General Counsel of Hexcel
                  Corporation, regarding legality of Common Stock covered by
                  this Registration Statement.

            23.1  Consent of PricewaterhouseCoopers LLP.

            23.2  Consent of Ira J. Krakower (included in Exhibit 5.1).

            24.1  Power of Attorney (included on the signature page of this
                  Registration Statement).

            99.1  Strategic Alliance Agreement dated as of September 29, 1995
                  among Hexcel Corporation, Ciba-Geigy Limited and Ciba-Geigy
                  Corporation (incorporated herein by reference to Exhibit 10.1
                  to the Registrant's current report on Form 8-K dated as of
                  October 13, 1995).

ITEM 9. UNDERTAKINGS.

        (a)  The Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in this Registration Statement.
               Notwithstanding the foregoing,

<Page>

               any increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high end
               of the estimated maximum offering range may be reflected in the
               form of prospectus filed by the Registrant pursuant to Rule
               424(b) under the Securities Act of 1933 if, in the aggregate, the
               changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in this Registration
               Statement;

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
        apply if the information required to be included in a post-effective
        amendment by those subparagraphs is contained in periodic reports filed
        by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
        that are incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.

        (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the undersigned Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

<Page>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 20th day of
August, 2001.


                                    HEXCEL CORPORATION



                                    By:   /s/ Ira J. Krakower
                                          ------------------------------------
                                          Ira J. Krakower
                                          Senior Vice President, General Counsel
                                          and Secretary


            KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ira J. Krakower his
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this registration statement (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.


<Page>



      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in all capacities and
on the dates indicated.

<Table>
<Caption>

Signature                                   Title                                       Date
---------                                   -----                                       ----
<S>                                         <C>                                         <C>


/s/ David E. Berges                         Chairman of the Board; Chief                August 20, 2001
-----------------------------               Executive Officer; Director
David E. Berges


/s/ Harold E. Kinne                         President; Chief Operating Officer;         August 20, 2001
-----------------------------               Director
Harold E. Kinne


/s/ Stephen C. Forsyth                      Executive Vice President; Chief             August 20, 2001
-----------------------------               Financial Officer
Stephen C. Forsyth


/s/ William J. Fazio                        Controller; Principal Accounting            August 20, 2001
-----------------------------               Officer
William J. Fazio


/s/ H. Arthur Bellows, Jr.                  Director                                    August 20, 2001
-----------------------------
H. Arthur Bellows, Jr.


/s/ Robert S. Evans                         Director                                    August 20, 2001
-----------------------------
Robert S. Evans


/s/ James J. Gaffney                        Director                                    August 20, 2001
-----------------------------
James J. Gaffney


/s/ Marshall S. Geller                      Director                                    August 13, 2001
-----------------------------
Marshall S. Geller


/s/ Lewis Rubin                             Director                                    August 20, 2001
-----------------------------
Lewis Rubin


/s/ Martin Solomon                          Director                                    August 20, 2001
-----------------------------
Martin Solomon
</Table>


<Page>



                                  EXHIBIT INDEX

Exhibit
-------

4.1   Restated Certificate of Incorporation of the Registrant dated June 3, 1996
      (incorporated by reference to Exhibit 1 to the Registrant's Registration
      Statement on Form 8-A dated July 9, 1996).

4.2   Amended and Restated Bylaws of the Registrant dated April 25, 2001
      (incorporated by reference herein to Exhibit 3.2 to the Registrant's
      Registration Statement on Form S-4 (No. 333-66582), filed on August 2,
      2001).

4.3   Employee Option Agreement dated as of July 30, 2001 between Hexcel
      Corporation and David E. Berges (incorporated by reference herein to
      Exhibit 10.37(a) to the Registrant's Registration Statement on Form S-4
      (No. 333-66582), filed on August 2, 2001).

4.4   Employee Option Agreement (performance-based option) dated as of July 30,
      2001 between Hexcel Corporation and David E. Berges (incorporated by
      reference herein to Exhibit 10.37(b) to the Registrant's Registration
      Statement on Form S-4 (No. 333-66582), filed on August 2, 2001).

4.5   Restricted Stock Agreement dated as of July 30, 2001 between Hexcel
      Corporation and David E. Berges (incorporated by reference herein to
      Exhibit 10.37(c) to the Registrant's Registration Statement on Form S-4
      (No. 333-66582), filed on August 2, 2001).

4.6   Letter Agreement dated as of August 1, 2001 between Hexcel Corporation and
      David E. Berges (incorporated by reference herein to Exhibit 10.37(e) to
      the Registrant's Registration Statement on Form S-4 (No. 333-66582), filed
      on August 2, 2001).

4.7   Hexcel Corporation Incentive Stock Plan, as amended and restated on
      December 19, 2000 (incorporated herein by reference to Exhibit 10.3(e) to
      the Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 31, 2000).

4.8   Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on
      February 3, 2000, and further amended on February 1, 2001 (incorporated
      herein by reference to Exhibit 10.4(b) to the Registrant's Annual Report
      on Form 10-K for the fiscal year ended December 31, 2000).

5.1   Opinion of Ira J. Krakower, General Counsel of Hexcel Corporation,
      regarding legality of Common Stock covered by this Registration Statement.

23.1  Consent of PricewaterhouseCoopers LLP.

23.2  Consent of Ira J. Krakower (included in Exhibit 5.1).

24.1  Power of Attorney (included on the signature page of this Registration
      Statement).

99.1  Strategic Alliance Agreement dated as of September 29, 1995 among Hexcel
      Corporation, Ciba-Geigy Limited and Ciba-Geigy Corporation (incorporated
      herein by reference to Exhibit 10.1 to the Registrant's current report on
      Form 8-K dated as of October 13, 1995).
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{"company-data": {"conformed-name": "HEXCEL CORP /DE/", "cik": "0000717605", "assigned-sic": "3290", "irs-number": "941109521", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67946", "film-number": "1718994"}, "business-address": {"street1": "11711 DUBLIN RD", "city": "DUBLIN", "state": "CA", "zip": "94568", "phone": "925551-4900"}, "mail-address": {"street1": "281 TRESSER BLVD.", "street2": "TWO STAMFORD PLAZA, 16TH FLOOR", "city": "STAMFORD", "state": "CT", "zip": "06901-8781"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2001
                                                          REGISTRATION NO. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                               HEXCEL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)
            DELAWARE                                         94-1109521
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                           Identification No.)

                          ----------------------------
                               TWO STAMFORD PLAZA
                              281 TRESSER BOULEVARD
                           STAMFORD, CONNECTICUT 06901
               (Address of Principal Executive Offices) (Zip Code)
                             -----------------------

EMPLOYEE OPTION AGREEMENT BY AND BETWEEN DAVID E. BERGES AND HEXCEL CORPORATION
EMPLOYEE OPTION AGREEMENT BY AND BETWEEN DAVID E. BERGES AND HEXCEL CORPORATION
RESTRICTED STOCK AGREEMENT BY AND BETWEEN DAVID E. BERGES AND HEXCEL CORPORATION
                            (Full Title of the Plan)

                             -----------------------

                              IRA J. KRAKOWER, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               HEXCEL CORPORATION
                               TWO STAMFORD PLAZA
                              281 TRESSER BOULEVARD
                           STAMFORD, CONNECTICUT 06901
                                 (203) 969-0666
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                             -----------------------
                         CALCULATION OF REGISTRATION FEE
================= =============== ============== =============== ==============
                                    Proposed        Proposed
    Title of                         Maximum        Maximum        Amount of
 Securities to     Amount to be     Offering       Aggregate     Registration
 be Registered    Registered (1)      Price         Offering          Fee
                                  Per Share(2)      Price(2)
----------------- --------------- -------------- --------------- --------------
Common Stock,        915,000          $8.42        $7,704,300       $1,927
par value $0.01
per share
================= =============== ============== =============== ==============
(1)   This registration statement (this "Registration Statement") covers shares
      of Common Stock of Hexcel Corporation (the "Registrant") which may be
      offered or sold from time to time pursuant to two Employee Stock Option
      Agreements, and one Restricted Stock Agreement, each of which is dated
      July 30, 2001 and entered into between Hexcel Corporation and David E.
      Berges (such three agreements to be referred to collectively as the
      "Agreements"). Pursuant to Rule 416, this Registration Statement also
      covers such indeterminable number of additional shares of the Registrant's
      Common Stock as may be issuable pursuant to the antidilution provisions of
      the Agreements.
(2)   Estimated solely for the purpose of calculating the registration fee. The
      aggregate offering price has been computed pursuant to Rules 457(c) and
      457(h) promulgated under the Securities Act of 1933, as amended, on the
      basis of the average of the high and low sale prices of the Registrant's
      Common Stock as reported on the New York Stock Exchange Composite Tape on
      August 16, 2001, which is within five business days prior to filing.
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Not required to be filed with this Registration Statement.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement:

      (1)   The Registrant's Prospectus dated August 10, 2001, filed with the
            Commission pursuant to Rule 424(b) under the Securities Act of 1933,
            as amended (File No. 333-66582).

      (2)   The Registrant's Quarterly Reports on Form 10-Q for the fiscal
            quarters ended March 31, 2001 and June 30, 2001.

      (3)   The Registrant's Current Reports on Form 8-K dated January 19, 2001,
            April 19, 2001, April 30, 2001, May 8, 2001, June 15, 2001 and July
            27, 2001.

      (4)   The Registrant's Proxy Statement, dated April 2, 2001 relating the
            Registrant's Annual Meeting of Shareholders held on May 10, 2001.

      (5)   The description of the Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 8-A dated July 9, 1996
            relating to the Common Stock, including any amendment or report
            filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities registered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Set forth below is a description of certain provisions of the
Delaware General Corporation Law (the "DGCL"), the Certificate of Incorporation
of the Registrant, the Strategic Alliance Agreement dated as of September 29,
1995 (as amended), among Ciba-Geigy Limited, Ciba-Geigy Corporation and the
Registrant (the "Strategic Alliance Agreement"), as such provisions relate to
the indemnification of the directors and officers of the Registrant, the Hexcel
Corporation Incentive Stock Plan, as amended and restated December 19, 2000, the
Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on February
3, 2000 and further amended on February 3, 2001 (together, the "Incentive Stock
Plans"), and the Agreements. This description is intended only as a summary and
is qualified in its entirety by reference to the applicable provisions of the
GCL, the Certificate of Incorporation of the Registrant, the Strategic Alliance
Agreement, the Incentive Stock Plans and the Agreements, which are incorporated
herein by reference.

            Section 145 of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
its request in such capacity at another corporation or business organization,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify against the expenses that such
officer or director actually and reasonably incurred.

            Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of a corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL
(Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock
Purchase or Redemption) or (iv) for any transaction from which the director
derived an improper personal benefit.

            The Registrant's Certificate of Incorporation provides for the
elimination of personal liability of a director for breach of fiduciary duty, to
the full extent permitted by the GCL. The Registrant's Certificate of
Incorporation also provides that the Registrant shall indemnify its directors
and officers to the full extent permitted by the GCL; provided, however, that
the Registrant shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors of the Registrant.

            The Strategic Alliance Agreement provides that the Registrant's
Certificate of Incorporation and By-laws will continue to contain the provisions
with respect to indemnification of directors and officers as of the date of the
Strategic Alliance Agreement, which provisions will not be amended, repealed or
otherwise modified, for a period of six years following the Closing contemplated
by the Strategic Alliance Agreement (the "Closing") in any manner that would
adversely affect the rights of individuals who at any time prior to the Closing
were directors or officers of the Registrant in respect of actions or omissions
occurring at or prior to the Closing, except for such modifications as are
required by applicable law. In addition, the Strategic Alliance Agreement
generally requires the Registrant to indemnify its officers and directors as of
the date of the Strategic Alliance Agreement against all losses (including
reasonable fees and expenses of counsel) arising out of any claim based in whole
or in part on the fact that such person was a director or officer of the
Registrant at or prior to the Closing.

            The Registrant maintains, at its expense, an insurance policy that
insures the directors and officers of the Registrant, subject to certain
exclusions and deductions, against certain liabilities that they may incur in
their capacity as such. The Strategic Alliance Agreement provides that for six
years after the Closing, the Registrant is generally required to provide
directors' and officers' liability insurance for its officers and directors
similar to that provided as of the date of the Strategic Alliance Agreement.

            Pursuant to the Incentive Stock Plans and the Agreements, no member
of the Compensation Committee of the Board of Directors of the Registrant, or
such other committee or committees of the Board of Directors as may be
designated by the Board of Directors from time to time to administer the
Incentive Stock Plans or the transactions under the Agreements, shall be liable
for any action or determination made in good faith, and the members of such
committee or committees shall be entitled to indemnification in the manner
provided in the Registrant's Certificate of Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.

            4.1   Restated Certificate of Incorporation of the Registrant dated
                  June 3, 1996 (incorporated by reference to Exhibit 1 to the
                  Registrant's Registration Statement on Form 8-A dated July 9,
                  1996).

            4.2   Amended and Restated Bylaws of the Registrant dated April 25,
                  2001 (incorporated by reference herein to Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-4 (No.
                  333-66582), filed on August 2, 2001).

            4.3   Employee Option Agreement dated as of July 30, 2001 between
                  Hexcel Corporation and David E. Berges (incorporated by
                  reference herein to Exhibit 10.37(a) to the Registrant's
                  Registration Statement on Form S-4 (No. 333-66582), filed on
                  August 2, 2001).

            4.4   Employee Option Agreement (performance-based option) dated as
                  of July 30, 2001 between Hexcel Corporation and David E.
                  Berges (incorporated by
reference herein to Exhibit 10.37(b) to the Registrant's
                  Registration Statement on Form S-4 (No. 333-66582), filed on
                  August 2, 2001).

            4.5   Restricted Stock Agreement dated as of July 30, 2001 between
                  Hexcel Corporation and David E. Berges (incorporated by
                  reference herein to Exhibit 10.37(c) to the Registrant's
                  Registration Statement on Form S-4 (No. 333-66582), filed on
                  August 2, 2001).

            4.6   Letter Agreement dated as of August 1, 2001 between Hexcel
                  Corporation and David E. Berges (incorporated by reference
                  herein to Exhibit 10.37(e) to the Registrant's Registration
                  Statement on Form S-4 (No. 333-66582), filed on August 2,
                  2001).

            4.7   Hexcel Corporation Incentive Stock Plan, as amended and
                  restated on December 19, 2000 (incorporated herein by
                  reference to Exhibit 10.3(e) to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 2000).

            4.8   Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as
                  amended on February 3, 2000, and further amended on February
                  1, 2001 (incorporated herein by reference to Exhibit 10.4(b)
                  to the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000).

            5.1   Opinion of Ira J. Krakower, General Counsel of Hexcel
                  Corporation, regarding legality of Common Stock covered by
                  this Registration Statement.

            23.1  Consent of PricewaterhouseCoopers LLP.

            23.2  Consent of Ira J. Krakower (included in Exhibit 5.1).

            24.1  Power of Attorney (included on the signature page of this
                  Registration Statement).

            99.1  Strategic Alliance Agreement dated as of September 29, 1995
                  among Hexcel Corporation, Ciba-Geigy Limited and Ciba-Geigy
                  Corporation (incorporated herein by reference to Exhibit 10.1
                  to the Registrant's current report on Form 8-K dated as of
                  October 13, 1995).

ITEM 9. UNDERTAKINGS.

        (a)  The Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in this Registration Statement.
               Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high end
               of the estimated maximum offering range may be reflected in the
               form of prospectus filed by the Registrant pursuant to Rule
               424(b) under the Securities Act of 1933 if, in the aggregate, the
               changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in this Registration
               Statement;

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
        apply if the information required to be included in a post-effective
        amendment by those subparagraphs is contained in periodic reports filed
        by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
        that are incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.

        (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the undersigned Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 20th day of
August, 2001.

                                    HEXCEL CORPORATION

                                    By:   /s/ Ira J. Krakower
                                          ------------------------------------
                                          Ira J. Krakower
                                          Senior Vice President, General Counsel
                                          and Secretary

            KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ira J. Krakower his
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this registration statement (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in all capacities and
on the dates indicated.
Signature                                   Title                                       Date
---------                                   -----                                       ----
/s/ David E. Berges                         Chairman of the Board; Chief                August 20, 2001
-----------------------------               Executive Officer; Director
David E. Berges

/s/ Harold E. Kinne                         President; Chief Operating Officer;         August 20, 2001
-----------------------------               Director
Harold E. Kinne

/s/ Stephen C. Forsyth                      Executive Vice President; Chief             August 20, 2001
-----------------------------               Financial Officer
Stephen C. Forsyth

/s/ William J. Fazio                        Controller; Principal Accounting            August 20, 2001
-----------------------------               Officer
William J. Fazio

/s/ H. Arthur Bellows, Jr.                  Director                                    August 20, 2001
-----------------------------
H. Arthur Bellows, Jr.

/s/ Robert S. Evans                         Director                                    August 20, 2001
-----------------------------
Robert S. Evans

/s/ James J. Gaffney                        Director                                    August 20, 2001
-----------------------------
James J. Gaffney

/s/ Marshall S. Geller                      Director                                    August 13, 2001
-----------------------------
Marshall S. Geller

/s/ Lewis Rubin                             Director                                    August 20, 2001
-----------------------------
Lewis Rubin

/s/ Martin Solomon                          Director                                    August 20, 2001
-----------------------------
Martin Solomon
EXHIBIT INDEX

Exhibit
-------

4.1   Restated Certificate of Incorporation of the Registrant dated June 3, 1996
      (incorporated by reference to Exhibit 1 to the Registrant's Registration
      Statement on Form 8-A dated July 9, 1996).

4.2   Amended and Restated Bylaws of the Registrant dated April 25, 2001
      (incorporated by reference herein to Exhibit 3.2 to the Registrant's
      Registration Statement on Form S-4 (No. 333-66582), filed on August 2,
      2001).

4.3   Employee Option Agreement dated as of July 30, 2001 between Hexcel
      Corporation and David E. Berges (incorporated by reference herein to
      Exhibit 10.37(a) to the Registrant's Registration Statement on Form S-4
      (No. 333-66582), filed on August 2, 2001).

4.4   Employee Option Agreement (performance-based option) dated as of July 30,
      2001 between Hexcel Corporation and David E. Berges (incorporated by
      reference herein to Exhibit 10.37(b) to the Registrant's Registration
      Statement on Form S-4 (No. 333-66582), filed on August 2, 2001).

4.5   Restricted Stock Agreement dated as of July 30, 2001 between Hexcel
      Corporation and David E. Berges (incorporated by reference herein to
      Exhibit 10.37(c) to the Registrant's Registration Statement on Form S-4
      (No. 333-66582), filed on August 2, 2001).

4.6   Letter Agreement dated as of August 1, 2001 between Hexcel Corporation and
      David E. Berges (incorporated by reference herein to Exhibit 10.37(e) to
      the Registrant's Registration Statement on Form S-4 (No. 333-66582), filed
      on August 2, 2001).

4.7   Hexcel Corporation Incentive Stock Plan, as amended and restated on
      December 19, 2000 (incorporated herein by reference to Exhibit 10.3(e) to
      the Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 31, 2000).

4.8   Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on
      February 3, 2000, and further amended on February 1, 2001 (incorporated
      herein by reference to Exhibit 10.4(b) to the Registrant's Annual Report
      on Form 10-K for the fiscal year ended December 31, 2000).

5.1   Opinion of Ira J. Krakower, General Counsel of Hexcel Corporation,
      regarding legality of Common Stock covered by this Registration Statement.

23.1  Consent of PricewaterhouseCoopers LLP.

23.2  Consent of Ira J. Krakower (included in Exhibit 5.1).

24.1  Power of Attorney (included on the signature page of this Registration
      Statement).

99.1  Strategic Alliance Agreement dated as of September 29, 1995 among Hexcel
      Corporation, Ciba-Geigy Limited and Ciba-Geigy Corporation (incorporated
      herein by reference to Exhibit 10.1 to the Registrant's current report on
      Form 8-K dated as of October 13, 1995).