HEXCEL CORP /DE/
8-K, 1997-04-29
METAL FORGINGS & STAMPINGS
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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

                      April 29, 1997 (April 21, 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 5.   Other Events.

                    A copy of the press release issued by Hexcel
          Corporation on April 21, 1997 is filed as Exhibit 99.1 to
          this Current Report and is incorporated herein by
          reference.

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

               (c)  Exhibits

                    99.1                Press Release issued by
                                        Hexcel Corporation on April
                                        21, 1997

                                     


                                  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:  April 29, 1997

                                 HEXCEL CORPORATION

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




                                       


          EXHIBIT INDEX

          Exhibit No.              Description

          99.1                Press Release issued by Hexcel
                              Corporation on April 21, 1997





                                       



                                                        Exhibit 99.1

                                 [HEXCEL LOGO]

                                 NEWS RELEASE

                   Hexcel Corporation, 281 Tresser Boulevard
                      Stamford, CT  06901 (203) 969-0666

                                   CONTACT:  Ronald S. Ziemba
                                           Hexcel Corporation
                                           203-969-0666 ext. 405

                     HEXCEL CORPORATION AGREES TO ACQUIRE

               SELECTED ASSETS AND BUSINESSES OF FIBERITE, INC.

                    STAMFORD, CT, April 21, 1997 - Hexcel
          Corporation (NYSE/PSE:HXL) announced today that it has
          entered into an agreement to acquire selected assets and
          businesses of Fiberite, Inc. for about $300 million in
          cash and certain assumed liabilities.

                    Fiberite, headquartered in Tempe, AZ, is a
          supplier of advanced composite materials for aerospace,
          industrial and recreational applications.  The lines of
          business to be acquired by Hexcel include certain prepreg
          operations, as well as Fiberite's ablatives, carbon-
          carbon, molding compound and engineered components
          businesses.

                    These lines of business, which had sales of
          about $200 million for 1996, are located in Tempe, AZ;
          Newark, DE; Winona, MN; Delano, PA, and Greenville, TX
          with a small facility in Courcelles-les-Lens, France. 
          Fiberite's operations in Orange, CA and Oestringen,
          Germany will not be included in the acquisition.

                    "We at Hexcel are very excited about this
          transaction," said John J. Lee, the company's chairman and
          chief executive officer.  "It is consistent with our
          strategic growth objectives, and it positions Hexcel
          strongly for the year 2000 and beyond.  The business lines
          we are acquiring will expand our portfolio of product
          offerings into areas where Hexcel does not now operate or
          has a relatively minor market presence.  For example, we
          see significant potential in broadening Hexcel's
          participation in future space and defense programs,
          including the space shuttle, public and private space
          satellites and military aircraft," he added.

                    "Acquiring these Fiberite operations also will
          allow us to diversify our commercial aerospace business
          into new areas, such as materials and parts for jet
          engines and aircraft brake linings," Mr. Lee said.  "The
          net result will be a better balance between our commercial
          aerospace business, where Hexcel has historically been
          well known, and other attractive aerospace markets, such
          as space and defense.  The acquisition also will enable us
          to expand and diversify our product offerings for general
          industrial applications," he added.

                    "Fiberite's manufacturing and research
          facilities and its customer service and technical support
          functions will broaden our own capabilities in these
          important areas.  And Fiberite has a complement of
          talented managers and employees who will enhance Hexcel's
          know-how and expertise in many other ways," Mr. Lee said.

                    The assets of Fiberite to be acquired by Hexcel
          are to be purchased from Stamford FHI Acquisition Corp., a
          financial buyer that has agreed to purchase the
          outstanding stock of Fiberite's parent company, Fiberite
          Holdings, Inc., from its previous owners, including DLJ
          Merchant Banking, Inc.

                    The transaction is expected to be completed
          during the third quarter of 1997, subject to customary
          conditions of closing and required regulatory approvals.

                    Hexcel Corporation manufactures lightweight,
          high performance carbon fibers, structural fabrics,
          composite materials and engineered parts and structures. 
          It sells these products to customers in the commercial
          aerospace, space and defense, recreation and general
          industrial markets.  Hexcel's 1996 revenues were $695
          million.




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