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United States securities and exchange commission logo





                               December 28, 2020

       Gail E. Lehman
       Executive Vice President, General Counsel & Secretary
       Hexcel Corporation
       Two Stamford Plaza
       281 Tresser Boulevard
       Stamford, Connecticut 06901-3238

                                                        Re: Hexcel Corporation
                                                            Form 10-K
                                                            Filed February 18,
2020
                                                            File No. 001-08472

       Dear Ms. Lehman:

                                                        We have reviewed your
filing and have the following comment.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 10-K filed February 18, 2020

       General

   1.                                                   We note that your forum
selection provision in Section 54 of your bylaws identifies the
                                                        Court of Chancery of
the State of Delaware (or, in the event that the Court of Chancery
                                                        lacks subject matter
jurisdiction over any such action or proceeding, another state or
                                                        federal court located
within the State of Delaware) as the exclusive forum for certain
                                                        litigation, including
any    derivative action.    In future filings, please describe
                                                        this provision,
including the relevant forum for litigation and any subject matter
                                                        jurisdiction carve out,
and whether this provision applies to actions arising under the
                                                        Securities Act or
Exchange Act. If so, please also state that there is uncertainty as to
                                                        whether a court would
enforce such provision and include risk factor disclosure of the
                                                        risks to investors,
such as the increased costs to bring a claim and that the provision may
                                                        discourage claims or
limit investors' ability to bring a claim in a judicial forum that they
                                                        find favorable.
Further, if the provision applies to Securities Act claims, please also state
                                                        that investors cannot
waive compliance with the federal securities laws and the rules and
 Gail E. Lehman
Hexcel Corporation
December 28, 2020
Page 2
         regulations thereunder. In that regard, we note that Section 22 of the
Securities Act creates
         concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
         duty or liability created by the Securities Act or the rules and
regulations thereunder.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Jenn Do at 202-551-3743 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Mary Beth Breslin at 202-551-3625
with any other
questions.



FirstName LastNameGail E. Lehman                               Sincerely,
Comapany NameHexcel Corporation
                                                               Division of
Corporation Finance
December 28, 2020 Page 2                                       Office of Life
Sciences
FirstName LastName
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