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