Exhibit 10.5(b)


                                  AMENDMENT TO
                               HEXCEL CORPORATION
                         MANAGEMENT STOCK PURCHASE PLAN


IV.        Purpose

         This Amendment (the "Amendment") to the Hexcel  Corporation  Management
Stock Purchase Plan, as previously  adopted and effective as of January 1, 1997,
and as  amended  on March 25,  1999 (the  "Plan"),  amends the Plan on the terms
provided herein.


V.         Amendment to Capital Stock Subject to the Provisions of this Plan

(a) Unless otherwise  defined herein,  capitalized terms that are defined in the
Plan are used herein as defined therein.

(b) The first  paragraph of Section 3 of the Plan is hereby amended and restated
as follows:

         "The maximum  number of shares of the Stock which shall be reserved for
the grant of  Restricted  Stock  Units  under the Plan shall be  150,000,  which
number  shall be subject to  adjustment  as provided  in Article 7 hereof.  Such
shares may be either  authorized  but unissued  shares or shares that shall have
been or may be reacquired by the Company."


VI.        Effective Date of Amendment

         This Amendment became effective upon the approval thereof by the Hexcel
Corporation Board of Directors on December 2, 1999.



                               HEXCEL CORPORATION


                                                By:  /s/ Ira J. Krakower
                                                Name: Ira J. Krakower
                                                Title: Senior Vice President

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