Directors' Dealings

HSBC HOLDINGS PLC
16 July 1999

                              Date of notification: 12 July 1999

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

The HSBC Qualifying Employee Share Ownership Trust ('the QUEST') was established
by the Company as an efficient way of distributing shares to those employees in
the UK exercising options granted under the HSBC Savings-Related Share Option
Scheme ('the Scheme').

As a result of the trustee of the QUEST, HSBC QUEST Trustee (UK) Limited,
acquiring shares in the Company to satisfy the exercise of such options, a
temporary, non-beneficial, disclosable interest in the shares acquired arose for
the UK based, executive Directors of the Company and of Midland Bank plc as
potential beneficiaries of the QUEST.  The shares were registered in the name
of HSBC QUEST Trustee (UK) Limited, the trustee of the QUEST.

This disclosure is therefore made on behalf of Sir John Bond, Messrs W R P
Dalton, S K Green and K R Whitson as Directors of both the Company and Midland
Bank plc, Mr D J Flint as a Director of the Company only, and Messrs D W Baker
and R M J Orgill as Directors of Midland Bank plc only.

HSBC Holdings plc - Ordinary Shares US$0.50 each

Date                Nature of transaction         Number of        Price
                    by the QUEST                  shares

12 July 1999        Acquisition by subscription
                    by the QUEST                  545,961          825.5p

12 July 1999        Transfer by the QUEST to
                    employee participants in the
                    Scheme                        545,961          see below

12 July 1999        Shares held by the trustees
                    of the QUEST                  NIL

ATTACHMENT TO - 

NOTIFICATION OF DIRECTORS' SHARE INTERESTS IN HSBC HOLDINGS PLC:

Price/consideration per unit of shares registered in the name of HSBC QUEST
Trustee (UK) Limited on 12 July 1999 and transferred to employee participants of
the HSBC Holdings Savings-Related Share Option Scheme on 12 July 1999:

HSBC HOLDINGS PLC - ORDINARY SHARES OF US$0.50 EACH

Year of grant       No of shares        Option price

1994                524,520             2.3361
1995                 16,011             1.8060
1996                  3,636             3.0590
1997                  1,077             4.5206
1998                    717             5.2212
                    -------
                    545,961
                    -------