Director Shareholding

HSBC Holdings PLC
23 May 2003


                       Date of notification : 23 May 2003
             
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                   NOTIFICATION OF DIRECTORS' SHARE INTERESTS

                              IN HSBC HOLDINGS PLC

Interests in shares of HSBC Holdings plc ("the Company") arising under sections
324 and 328 of the Companies Act 1985.

Following the acquisition of CCF S.A. ("CCF") by HSBC Holdings plc, outstanding
options over CCF shares granted (for nil consideration) have vested. On exercise
of the options, the CCF shares issued are exchangeable for ordinary shares in
HSBC Holdings plc (HSBC shares) in the same ratio as for the acquisition of CCF
- 13 HSBC shares for 1 CCF share. The HSBC shares are to be provided through the
HSBC Employee Benefit Trust 2001 (No.1) (the Trust), the Trustee of which is
HSBC Trustee (C.I.) Limited.

Mr C F W de Croisset, a director of HSBC Holdings plc and HSBC Bank plc,
currently holds options over 186,000 CCF shares which he is obliged, upon
exercise, to exchange for 2,418,000 (186,000 x 13) HSBC shares.

As a beneficiary of the Trust, Mr de Croisset also has a technical interest in
all of the HSBC shares held by the Trust (including the HSBC shares which
correspond to his options over CCF shares enumerated above) as follows:

HSBC Holdings plc - Ordinary Shares US$0.50 each

Date of transaction         Nature of transaction by the Trust                              Consideration
                            Transfer by Trust of:

23 May 2003                 32,500 HSBC shares to individuals exercising options over 2,500 13 HSBC shares for each
                            CCF shares.                                                     CCF share





 At 23 May 2003 the Trust held a total of 35,060,455 HSBC shares.

 Robert Musgrove, Assistant Secretary

 020 7992 1504


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