Director Shareholding

HSBC Holdings PLC
28 June 2004


                                              Date of notification: 28 June 2004

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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 Household International, Inc. ("Household") by HSBC
Holdings plc, outstanding options over Household shares granted (for nil
consideration) have been converted into options to acquire HSBC Holdings plc
ordinary shares of US$0.50 each ("HSBC shares"). The HSBC (Household) Employee
Benefit Trust 2003 ("the Trust"), has acquired HSBC shares which may be used to
satisfy the exercise of these options.

Mr W F Aldinger, a director of HSBC Holdings plc, currently holds options over
11,630,900 HSBC shares.

As a potential beneficiary of the Trust, Mr Aldinger also has a technical
interest in all of the HSBC shares held by the Trust:



HSBC Holdings plc - Ordinary Shares US$0.50 each

Date of transaction         Nature of transaction by the Trust                              Consideration

24 June 2004                Deeds were entered into to appoint 6,000,000 HSBC shares,       N/A
                            comprising 3,500,000 HSBC Shares and 500,000 American
                            Depositary Shares ("ADSs"), each of which represents five HSBC
                            Shares, into a sub-trust for the benefit of W F Aldinger and
                            his family. As a result Mr Aldinger also ceased to have an
                            interest in 21,144,255 HSBC Shares held by the Trust.



At 24 June 2004, after this transaction, the sub-trust for the benefit of W F
Aldinger held a total of 6,000,000 HSBC shares comprising 3,500,000 HSBC shares
and 500,000 ADSs (each of which represents five HSBC shares).

Kalpna Dubasia, Company Secretarial Assistant


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