UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. ________2______)*
HEXCEL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
428291108
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(CUSIP Number)
12/31/04
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[X] Rule 13d-1(c)
[] Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 428291108
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1. NAME OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S)
ROBERT L. GIPSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5. SOLE VOTING POWER
SHARES 600,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 600,000
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8. SHARED DISPOSITIVE POWER
2,280,700
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,280,700
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
{}
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
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12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 428291108
Item 1. (a) Name of Issuer:
HEXCEL CORPORATION
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(b) Address of Issuer's Principal Executive Offices:
281 TRESSER BLVD STAMFORD CT 06901
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Item 2. (a) Name of Person Filing:
ROBERT L. GIPSON
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(b) Address of Principal Business Office, or if None, Residence:
C/O INGALLS & SNYDER LLC.
61 BROADWAY, NEW YORK, NY 10006
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(c) Citizenship:
U.S.A.
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(d) Title of Class of Securities:
COMMON STOCK
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(e) CUSIP Number:
428291108
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Item 3.If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ]Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b)[ ]Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ]Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d)[ ]Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e)[ ]An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f)[ ]An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g)[ ]A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h)[ ]A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)[ ]A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j)[ ]Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4.Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a)Amount beneficially owned: 2,280,700
(b)Percent of class: 7.2%
(c)Number of shares as to which the person has:
(i)Sole power to vote or to direct the vote:
600,000
(ii)Shared power to vote or to direct the vote:
0.
(iii)Sole power to dispose or to direct the disposition of
600,000
(iv)Shared power to dispose or to direct the disposition of:
2,280,700
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see Section 240.13d3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
INAPPLICABLE
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
ROBERT L. GIPSON ("GIPSON") IS A SENIOR DIRECTOR INGALLS & SNYDER LLC ("I&S"),
A REGISTERED BROKER DEALER. SHARES REPORTED UNDER SOLE VOTING AND SOLE
DISPOSITIVE POWER INCLUDE SHARES OWNED BY GIPSON AND SHARES HELD IN ACCOUNTS
WHERE GIPSON HOLDS SOLE INVESTMENT AND VOTING AUTHORITY. SHARES REPORTED UNDER
SHARED DISPOSITIVE POWER INCLUDE SHARES HELD IN I&S ACCOUNTS WHERE GIPSON HOLDS
DISCRETIONARY INVESTMENT AUTHORITY.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
INAPPLICABLE
Item 8. Identification and Classification of Members of the Group.
INAPPLICABLE
Item 9. Notice of Dissolution of Group.
INAPPLICABLE
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: 2/8/05
BY:
/s/ ROBERT L. GIPSON
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(Signature)*
ROBERT L. GIPSON