Director Shareholding

HSBC Holdings PLC
8 May 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    HSBC Holdings plc

    2) Name of director

    A W Jebson

    3) Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder if it is a
    holding of that person's spouse or children under the age of 18 or in
    respect of a non-beneficial interest

    In respect of the Director

    4) Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them (if notified)

    Abacus Corporate Trustee Limited 227,745
    A W Jebson 44,463

    5) Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    As in 3) above

    6) Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    Acquisition / 6,631 shares - scrip dividend
    5,022 shares - As set out in the 1999 Annual Report and Accounts, the 1999
    Restricted Share Plan awards were subject to performance conditions. To
    vest, the HSBC Holdings' Total Shareholder Return was required to exceed the
    mean of a market comparator benchmark, and this has been achieved. HSBC
    Holdings' Total Shareholder Return was also in the top quartile of the
    benchmark and, in accordance with the performance condition, an additional
    award of 20 per cent of the Restricted Shares awarded in 1999 has been made.
    Both the original 1999 Restricted Share Plan award and the additional 20 per
    cent of Restricted Shares will be released to participants, subject to
    continued employment, in March 2004

    7) Number of shares/amount of stock acquired

    11,653

    8) Percentage of issued class

    De minimis

    9) Number of shares/amount of stock disposed


    10) Percentage of issued class


    11) Class of security

    Ordinary Shares of US$0.50 each

    12) Price per share

    6,631 shares - US$11.3968
    5,022 shares - Nil

    13) Date of transaction

    7 May 2002

    14) Date company informed

    8 May 2002

    15) Total holding following this notification

    272,208 Ordinary Shares of US$0.50 each

    16) Total percentage holding of issued class following this notification

    De minimis

    If a director has been granted options by the company please complete the
    following boxes

    17) Date of grant



    18) Period during which or date on which exercisable



    19) Total amount paid (if any) for grant of the option



    20) Description of shares or debentures involved: class, number



    21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



    22) Total number of shares or debentures over which options held
    following this notification



    23) Any additional information


    24) Name of contact and telephone number for queries

    Peter Harvey Company Secretarial Assistant 020 7260 0126


25) Name and signature of authorised company official responsible for
making this notification

As in 24) above


Date of Notification 8 May 2002



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