Exhibit 3.1(a)

                           CERTIFICATE OF AMENDMENT
                                    TO THE
                         CERTIFICATE OF INCORPORATION
                                      OF
                              HEXCEL CORPORATION

              __________________________________________________

                        Pursuant to Section 242 of the
               General Corporation Law of the State of Delaware
              __________________________________________________

                    Hexcel Corporation, a Delaware corporation
          (hereinafter called the "Corporation"), does hereby
          certify as follows:

                    FIRST:  The first sentence of the fourth
          paragraph of the Corporation's Restated Certificate of
          Incorporation is hereby amended and restated in its
          entirety to read as follows:

               4.  CAPITALIZATION.  The total number of shares
               which the Corporation is authorized to issue is
               101,500,000, consisting of 1,500,000 shares of
               Preferred Stock without par value (hereinafter in
               this Certificate called the "Preferred Stock"), and
               100,000,000 shares of Common Stock with par value of
               $.01 per share (hereinafter in this Certificate
               called the "Common Stock").

                    SECOND:  The foregoing amendment was duly
          adopted in accordance with Section 242 of the General
          Corporation Law of the State of Delaware.


                    IN WITNESS WHEREOF, Hexcel Corporation has
          caused this Certificate to be duly executed in its
          corporate name this 21st day of February, 1996.

                                        HEXCEL CORPORATION

                                        By: /s/ JOHN J. LEE   
                                            John J. Lee
                                            Chief Executive Officer

          ATTEST:

          By:/s/  RODNEY P. JENKS, JR.                 
             Rodney P. Jenks, Jr.
             Vice President, General Counsel
             and Secretary