HSBC NA Q4 2004 10-K-Part 6

HSBC Holdings PLC
28 February 2005


Part 6  

                                  ARTICLE IV.

                                   OFFICERS.

SECTION 1.  Officers.  The Policy Making Officers of the Corporation shall be
appointed by the Board of Directors at the next meeting of the Board following
the Annual Meeting of Stockholders. The Board of Directors shall also appoint
General Officers to manage the day-to-day business functions of the Corporation.

                                        3
Policy Making Officers shall have the authority to appoint other Assistant
Officers to assist in the ministerial aspects of their area of responsibilities.

The Policy Making Officers of the Corporation shall be the Chairman of the
Board, the Chief Executive Officer, the Chief Operating Officer (if any), the
Chief Financial Officer (if any), the President (if any), any Vice Chairman (if
any), any Senior Executive Vice President, any Executive Vice President, any
Senior Vice President or Group Executive, the General Counsel (if any) and the
Chief Accounting Officer (if any). The General Officers of the Corporation shall
be any Vice President, any Managing Director, the Controller (if any), the
Treasurer and the Secretary. Any person holding the title of Chairman or Chief
Executive Officer shall be a director of the Corporation.

The Board may from time to time designate, employ, or appoint such other
officers and assistant officers, agents, employees, counsel, and attorneys at
law or in fact as it shall deem desirable for such periods and on such terms as
it may deem advisable, and such persons shall have such titles, only such power
and authority, and perform such duties as the Board may determine.

SECTION 2.  Duties of Chairman of the Board.  The Chairman shall sign and issue,
jointly with the President (if any), all reports to the stockholders and shall
preside at all meetings of stockholders and of the Board. He shall, in general,
perform duties incident to the office of Chairman as may be prescribed by the
Board.

SECTION 3.  Duties of Chief Executive Officer.  At the next meeting of the Board
following the Annual Meeting of Stockholders, or other meeting at which Policy
Making Officers are or may be elected, the Board shall designate the Chairman or
the President (if any) as the Chief Executive Officer of the Corporation. The
Chief Executive Officer shall have general authority over all matters relating
to the business and affairs of the Corporation subject to the control and
direction of the Board. In the absence or inability of the Chief Executive
Officer to act, the Chair of the Executive Committee of the Board shall perform
the duties of the Chief Executive Officer.

SECTION 4.  Duties of President.  The President, if one is appointed by the
Board, shall, in general, perform all duties incident to the office of President
and shall perform such other duties as may be prescribed by the Board. In the
absence or inability of the Chairman, or the Chair of the Executive Committee in
accordance with Section 3 above, to act, the President shall perform the duties
of the Chairman and Chief Executive Officer for such time period as required.

SECTION 5.  Duties of a Vice Chairman.  A Vice Chairman, if one is appointed by
the Board, shall, in general, perform all duties incident to the office of a
Vice Chairman and shall perform such other duties as may be prescribed by the
Board. In the absence or inability of the President or the Chair of the
Executive Committee to act as the Chief Executive Officer in accordance with
Sections 3 and 4 above, the most senior Vice Chairman, as designated by the
Chairman, shall perform the duties of the Chief Executive Officer and Chairman
for such time period as required.

SECTION 6.  Duties of Senior Executive Vice Presidents, Executive Vice
Presidents, Group Executives and Senior Vice Presidents.  Each Senior Executive
Vice President, Executive Vice President, Group Executive and Senior Vice
President shall have such powers and perform such duties as may be prescribed by
the Chief Executive Officer of the Corporation or the Board. The order of
seniority, if any, among the Senior Executive Vice Presidents, Executive Vice
Presidents, Group Executives and Senior Vice Presidents shall be as designated
from time to time by the Chief Executive Officer of the Corporation. In the
absence or inability of any Vice Chairman to act as the Chief Executive Officer
as may be required in accordance with Section 5 above, the senior of the Senior
Executive Vice Presidents, Executive Vice Presidents, Group Executives and
Senior Vice Presidents, if one has been so designated, shall perform the duties
of the Chief Executive Officer and Chairman for such time period as required.

SECTION 7.  Duties of Secretary.  The Secretary shall record the proceedings of
meetings of the stockholders and directors, give notices of meetings, and shall,
in general, perform all duties incident to the office of Secretary and such
other duties as may be prescribed by the Board.

                                        4
SECTION 8.  Duties of Treasurer.  The Treasurer shall have custody of all funds,
securities, evidences of indebtedness, and other similar property of the
Corporation, and shall, in general, perform all duties incident to the office of
Treasurer and such other duties as may be prescribed by the Board.

                                   ARTICLE V.

                         STOCK AND STOCK CERTIFICATES.

SECTION 1.  Transfers.  Shares of stock shall be transferable on the books of
the Corporation only by the person named in the certificate or by an attorney,
lawfully constituted in writing, and upon surrender of the certificate therefor.
Every person becoming a stockholder by such transfer shall, in proportion to his
shares, succeed to all rights of the prior holder of such shares.

SECTION 2.  Stock Certificates.  The certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the President or Vice President and the Secretary or Treasurer.
Every certificate shall have noted thereon any information required to be set
forth by the applicable law. If the Corporation has a transfer agent or an
assistant transfer agent or a transfer clerk acting on its behalf and a
registrar, the signature of any such officer may be a facsimile. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signatures shall have been used thereon had not ceased to be such
officer or officers of the Corporation.

SECTION 3.  Fixing Record Date.

(A) In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action.

(B) If no record date is fixed:

     (1) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.

     (2) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.

SECTION 4.  Registered Shareholders.  The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the law.

SECTION 5.  Lost Certificates.  Any person claiming a certificate of stock to be
lost or destroyed shall make an affidavit or affirmation of that fact and
advertise the same in such manner as the Board may require, and the Board may,
in its discretion, require the owner of the lost or destroyed certificate, or
his legal representative, to give the Corporation a bond, sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss of any such certificate. A new certificate of the
same tenor and for the same number of shares as the one alleged to be lost or
destroyed may be issued without requiring any bond when, in the judgment of the
Board, it is proper so to do.

                                        5
                                  ARTICLE VI.

                               EMERGENCY BYLAWS.

SECTION 1.  When Operative.  Notwithstanding any different provision in the
preceding Articles of the bylaws or in the Certificate of Incorporation, the
emergency bylaws provided in this Article VI shall be operative during any
emergency resulting from an attack on the United States or on a locality in
which the Corporation conducts its business or customarily holds meetings of its
Board or its stockholders, or during any nuclear or atomic disaster, or during
the existence of any catastrophe, or other similar emergency condition, as a
result of which a quorum of the Board or a standing committee thereof cannot
readily be convened for action.

SECTION 2.  Board Meetings.  During any such emergency, a meeting of the Board
may be called by any director or, if necessary, by any officer who is not a
director. The meeting shall be held at such time and place, within or without
Cook County, Illinois, specified by the person calling the meeting and in the
notice of the meeting which shall be given to such of the directors as it may be
feasible to reach at the time and by such means as may be feasible at the time,
including publication or radio. Such advance notice shall be given as, in the
judgment of the person calling the meeting, circumstances permit. Two directors
shall constitute a quorum for the transaction of business. To the extent
required to constitute a quorum at the meeting, the officers present shall be
deemed, in order of rank and within the same rank in order of seniority,
directors for the meeting.

SECTION 3.  Amendments to Emergency Bylaws.  These emergency bylaws may be
amended, either before or during any emergency, to make any further or different
provision that may be practical and necessary for the circumstances of the
emergency.

                                  ARTICLE VII.

                         CONSENTS TO CORPORATE ACTION.

SECTION 1.  Action by Written Consent.  Unless otherwise provided in the
Certificate of Incorporation, any action which is required to be or may be taken
at any annual or special meeting of stockholders of the Corporation, subject to
the provisions of Sections (2) and (3) of this Article VII, may be taken without
a meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, shall have been signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or to take such action at a meeting at which all shares
entitled to vote thereon were present and voted; provided, however, that prompt
notice of the taking of the corporate action without a meeting and by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

SECTION 2.  Determination of Record Date for Action by Written Consent.  The
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting shall be fixed by the Board of
Directors of the Corporation. Any stockholder seeking to have the stockholders
authorize or take corporate action by written consent without a meeting shall,
by written notice to the Secretary, request the Board of Directors to fix a
record date. Upon receipt of such a request, the Secretary shall, as promptly as
practicable, call a special meeting of the Board of Directors to be held as
promptly as practicable. At such meeting, the Board of Directors shall fix a
record date as provided in Section 213(b) (or its successor provision) of the
Delaware General Corporation Law; that record date, however, shall not be more
than 10 days after the date upon which the resolution fixing the record date is
adopted by the Board nor more than 15 days from the date of the receipt of the
stockholder's request. Should the Board fail to fix a record date as provided
for in this Section 2, then the record date shall be the day on which the first
written consent is duly delivered pursuant to Section 213(b) (or its successor
provision) of the Delaware General Corporation Law, or, if prior action is
required by the Board with respect to such matter, the record date shall be at
the close of business on the day on which the Board adopts the resolution taking
such action.

                                        6
SECTION 3.  Procedures for Written Consent.  In the event of the delivery to the
Corporation of a written consent or consents purporting to represent the
requisite voting power to authorize or take corporate action and/or related
revocations, the Secretary of the Corporation shall provide for the safekeeping
of such consents and revocations.

                                 ARTICLE VIII.

                           MISCELLANEOUS PROVISIONS.

SECTION 1.  Waiver of Notice.  Whenever notice is required to be given, a
written waiver thereof signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

SECTION 2.  Corporate Seal.  The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

SECTION 3.  Fiscal Year.  The Fiscal Year of the Corporation shall be the
calendar year.

SECTION 4.  Records.  The Bylaws and the proceedings of all meetings of the
stockholders and the Board shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary or other officer appointed to act as Secretary of the meeting.

SECTION 5.  Amendments.  The Bylaws may be added to, amended, altered or
repealed at any regular meeting of the Board, by a vote of a majority of the
total number of the directors, or at any meeting of stockholders, duly called
and held, by a majority of the stock represented at such meeting.

                                        7
                                                                      EXHIBIT 12

                            HSBC FINANCE CORPORATION
            COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

                                                  MARCH 29       JANUARY 1
                                  YEAR ENDED      THROUGH         THROUGH                 YEAR ENDED DECEMBER 31,
                                 DECEMBER 31,   DECEMBER 31,     MARCH 28,     -----------------------------------------
                                    2004           2003           2003            2002            2001            2000
------------------------------------------------------------------------------------------------------------------------
                                (SUCCESSOR)    (SUCCESSOR)  (PREDECESSOR) (PREDECESSOR)   (PREDECESSOR)   (PREDECESSOR)
                                                 (RESTATED)
                                                                        (IN MILLIONS)
Net income.....................     $1,940         $1,357         $  246          $1,558          $1,848          $1,631
Income taxes...................      1,000            690            182             695             970             868
                                    ------         ------         ------          ------          ------          ------
Income before income taxes.....      2,940          2,047            428           2,253           2,818           2,499
                                    ------         ------         ------          ------          ------          ------
Fixed charges:
  Interest expense(l)..........      3,143          2,031            898           3,879           4,197           3,944
  Interest portion of
    rentals(2).................         54             40             18              68              64              53
                                    ------         ------         ------          ------          ------          ------
Total fixed charges............      3,197          2,071            916           3,947           4,261           3,997
                                    ------         ------         ------          ------          ------          ------
Total earnings as defined......     $6,137         $4,118         $1,344          $6,200          $7,079          $6,496
Ratio of earnings to fixed
  charges......................       1.92(4)        1.99(5)        1.47            1.57(6)         1.66            1.63
                                    ======         ======         ======          ======          ======          ======
Preferred stock dividends(3)...        108             86             32              91              24              14
                                    ======         ======         ======          ======          ======          ======
Ratio of earnings to combined
  fixed charges and preferred
  stock dividends..............       1.86(4)        1.91(5)        1.42            1.54(6)         1.65            1.62
                                    ======         ======         ======          ======          ======          ======

---------------

(1) For financial statement purposes, these amounts are reduced for income
    earned on temporary investment of excess funds, generally resulting from
    over-subscriptions of commercial paper issuances.

(2) Represents one-third of rentals, which approximates the portion representing
    interest.

(3) Preferred stock dividends are grossed up to their pretax equivalents.

(4) The 2004 ratios have been negatively impacted by $121 million (after-tax)
    from the adoption of FFIEC charge-off policies for our domestic private
    label and MasterCard and Visa portfolios in December 2004 and positively
    impacted by the $423 million (after-tax) gain on the bulk sale of our
    domestic private label receivables to HSBC Bank USA in December 2004.
    Excluding these items, our ratio of earnings to fixed charges would have
    been 1.83 percent and our ratio of earnings to combined fixed charges and
    preferred stock dividends would have been 1.77 percent. These non-GAAP
    financial ratios are provided for comparison of our operating trends only.

(5) The 2003 ratios have been negatively impacted by the $167 million
    (after-tax) of HSBC acquisition related costs and other merger related items
    incurred by HSBC Finance Corporation. Excluding these charges, our ratio of
    earnings to fixed charges would have been 1.89 percent and our ratio of
    earnings to combined fixed charges and preferred stock dividends would have
    been 1.82 percent. These non-GAAP financial ratios are provided for
    comparison of our operating trends only.

(6) The 2002 ratios have been negatively impacted by the $333 million
    (after-tax) settlement charge and related expenses and the $240 million
    (after-tax) loss on the disposition of Thrift assets and deposits. Excluding
    these charges, our ratio of earnings to fixed charges would have been 1.80
    percent and our ratio of earnings to combined fixed charges and preferred
    stock dividends would have been 1.76 percent. These non-GAAP financial
    ratios are provided for comparison of our operating trends only.
                                                                      EXHIBIT 14

                            HSBC FINANCE CORPORATION

                                CERTIFICATION TO
                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

PURPOSES
--------------------------------------------------------------------------------

HSBC Finance Corporation ("HSBC Finance" and, together with its subsidiaries,
the "Company") expects all of its employees to maintain the highest standards of
ethical behavior and professional conduct in connection with all of the
Company's activities. To that end, the Company has adopted a Statement of
Business Principles that is applicable to all employees. The Chief Executive
Officer, Chief Financial Officer, Chief Accounting Officer and Controller of
HSBC Finance Corporation and the chief financial officer and controller of each
Company business unit (collectively, the "Senior Financial Officers") are
expected to comply with the Statement of Business Principles, including the
provisions thereof relating to honest and ethical conduct, conflicts of interest
and compliance with law. In addition to the Statement of Business Principles,
the Senior Financial Officers are subject to the additional policies set forth
in this Code of Ethics of Senior Financial Officers (this "Code of Ethics"),
which is intended to supplement the Statement of Business Principles.

This Code of Ethics provides fundamental principles to which the Senior
Financial Officers are expected to adhere. These principles are designed to
deter wrongdoing and to promote:

     - Honest and ethical conduct, including the ethical handling of actual or
       apparent conflicts of interest between personal and professional
       relationships;

     - Full, fair, accurate, timely and understandable disclosure in reports and
       documents that the Company files with, or submits to, the Securities and
       Exchange Commission (the "SEC") and in other public communications made
       by the Company;

     - Compliance with applicable governmental laws, rules and regulations;

     - The prompt internal reporting to an appropriate person or persons
       identified in this Code of Ethics of violations of this Code of Ethics;
       and

     - Accountability for adherence to this Code of Ethics.

FINANCIAL REPORTING AND DISCLOSURE
--------------------------------------------------------------------------------

It is the responsibility of each Senior Financial Officer to promote full, fair,
accurate, timely and understandable disclosure in the reports and documents the
Company files with or submits to the SEC. The Company strives to provide
disclosure to the investment community that not only conforms with applicable
rules of the SEC, but that also fairly presents to investors the financial
condition and results of operations of the Company.

Because of their essential role in corporate governance, each Senior Financial
Officer must seek to promote ethical behavior by other Company officers and
employees involved in financial reporting. It is the responsibility of each
Senior Financial Officer, therefore, to report any untrue statement of a
material fact and any omission of a material fact of which such Senior Financial
Officer becomes aware that affect the disclosures made by the Company in its
public filings.

INTERNAL AND DISCLOSURE CONTROLS
--------------------------------------------------------------------------------

It is the responsibility of each Senior Financial Officer to report any
information of which such Senior Financial Officer becomes aware concerning (a)
significant deficiencies in the design or operation of the Company's disclosure
and internal controls that could adversely affect the ability of employees of
the
Company to record, process, summarize and report financial data or (b) any
fraud, whether or not material, that involves any employee who has a significant
role in the Company's disclosure and internal controls.

COMPLIANCE WITH LAW
--------------------------------------------------------------------------------

It is the responsibility of each Senior Financial Officer to report any
information of which such Senior Financial Officer becomes aware concerning
evidence of a material violation by the Company or any employee or agent of the
Company of securities or other laws, rules or regulations applicable to the
Company and the operation of its businesses.

REPORTING VIOLATIONS
--------------------------------------------------------------------------------

The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer
and Controller of HSBC Finance must report any information of which such Senior
Financial Officer becomes aware concerning a violation of this Code of Ethics
promptly to the Internal Audit Department, the General Counsel of HSBC Finance
Corporation or the Audit Committee of the Board of Directors. All other Senior
Financial Officers must report any information of which such Senior Financial
Officer becomes aware concerning a violation of this Code of Ethics promptly to
(a) such Senior Financial Officer's immediate supervisor and the Internal Audit
Department, (b) the General Counsel of HSBC Finance or (c) the Audit Committee
of the Board of Directors. Each Senior Financial Officer may report violations
directly to the Audit Committee of the Board of Directors, and must do so if
such Senior Financial Officer has reason to believe that (i) such Senior
Financial Officer's immediate supervisor or the Internal Audit Department is
involved with the matter or (ii) the matter has not been appropriately addressed
in a timely manner.

CONSEQUENCES OF VIOLATIONS
--------------------------------------------------------------------------------

The Audit Committee of the Board of Directors will determine, or designate
appropriate persons to determine, appropriate actions to be taken in the event
of violations of this Code of Ethics, which actions will be designed to deter
wrongdoing and promote accountability for adherence to this Code of Ethics.
Accordingly, any violation of this Code of Ethics may result in disciplinary
action up to and including, but not limited to, the following:

     - Suspension or termination of employment;

     - Pursuit of any and all remedies available to the Company for any damages
       or harm resulting to the Company from a violation, including injunctive
       relief; and

     - Referral of matters to appropriate legal or regulatory authorities for
       investigation and prosecution.

REQUESTS FOR WAIVERS AND CHANGES IN CODE OF ETHICS
--------------------------------------------------------------------------------

Waivers of this Code of Ethics may only be granted by the Audit Committee of the
Board of Directors of HSBC Finance Corporation. The Audit Committee will not
grant waivers except under extraordinary circumstances. Any waivers that are
granted must be publicly disclosed on a timely basis. In addition, any changes
to this Code of Ethics must be publicly disclosed on a timely basis.

                                        2
QUARTERLY CERTIFICATIONS
--------------------------------------------------------------------------------

Each Senior Financial Officer will be required to certify quarterly and in
writing such Senior Financial Officer's compliance with this Code of Ethics
during the preceding calendar quarter.

I HEREBY CERTIFY THAT I HAVE READ THE CODE OF ETHICS FOR SENIOR FINANCIAL
OFFICERS OF HSBC FINANCE CORPORATION AND THAT I HAVE COMPLIED WITH THE CODE OF
ETHICS DURING THE CALENDAR QUARTER ENDED           , 200  .

By:
----------------------------------------------------

Title:
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Unit:
--------------------------------------------------

Date:
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                                        3
                                                                      EXHIBIT 23

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of HSBC Finance Corporation:

We consent to the incorporation of our report dated February 28, 2005, included
in this Annual Report on Form 10-K of HSBC Finance Corporation (the Company)
(formerly Household International, Inc.) as of December 31, 2004 (successor
basis) and December 31, 2003 (successor basis) and for the year ended December
31, 2004 (successor basis), for the period January 1, 2003 through March 28,
2003 (predecessor basis) and March 29, 2003 through December 31, 2003 (successor
basis) and for the year ended December 31, 2002 (predecessor basis), into the
Company's previously filed Registration Statements No. 2-86383, No. 33-21343,
No. 33-45454, No. 33-45455, No. 33-52211, No. 33-58727, No. 333-00397, No.
33-44066, No. 333-03673, No. 333-39639, No. 333-58287, No. 333-58289, No.
333-58291, No. 333-47073, No. 333-36589, No. 333-30600, No. 333-50000, No.
333-70794, No. 333-71198, No. 333-83474 and No. 333-99107 on Form S-8 and
Registration Statements No. 333-70744, No. 333-60510, No. 333-01025, No.
333-47945, No. 333-59453, No. 333-82119, No. 333-45740, No. 333-56152, No.
333-73746, No. 333-75328, No. 333-85886, No. 333-33240, No. 333-61964, No.
333-111413, No. 333-53862, No. 333-33052, No. 333-72453, No. 333-60543, No.
333-64175, No. 333-120494, No. 333-120495, No. 333-120496, and No. 333-100737 on
Form S-3.

Our report dated February 28, 2005 contains an explanatory paragraph that states
effective March 28, 2003, HSBC Holdings plc acquired all of the outstanding
stock of Household International, Inc. (now HSBC Finance Corporation) in a
business combination accounted for as a purchase. As a result of the
acquisition, the consolidated financial information for the period after the
acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.

Our report dated February 28, 2005 also contains an explanatory paragraph that
states that HSBC Finance Corporation has restated its consolidated financial
statements as of December 31, 2003 (successor basis) and for the period March
29, 2003 through December 31, 2003 (successor basis).

/s/ KPMG LLP

Chicago, Illinois
February 28, 2005
                                                                      EXHIBIT 31

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, William F. Aldinger, Chairman and Chief Executive Officer of HSBC Finance
Corporation, certify that:

     1. I have reviewed this annual report on Form 10-K of HSBC Finance
        Corporation;

     2. Based on my knowledge, this annual report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this annual report;

     3. Based on my knowledge, the financial statements, and other financial
        information included in this annual report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this annual report;

     4. The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and we have:

        a) designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this annual report our conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the end of the period covered by this report based on such
           evaluation; and

        c) disclosed in this annual report any change in the registrant's
           internal control over financial reporting that occurred during the
           registrant's most recent fiscal quarter that has materially affected,
           or is reasonably likely to materially affect, the registrant's
           internal control over financial reporting; and

     5. The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation, to the registrant's auditors and the audit
        committee of the registrant's board of directors (or persons performing
        the equivalent functions):

        a) all significant deficiencies and material weaknesses in the design or
           operation of internal controls over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize and report financial information; and

        b) any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           control over financial reporting.

Date: February 28, 2005

                                          /s/ W. F. ALDINGER
                                          --------------------------------------
                                          William F. Aldinger
                                          Chairman and Chief Executive Officer
                                                                      EXHIBIT 31

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Simon C. Penney, Senior Executive Vice President and Chief Financial Officer
of HSBC Finance Corporation, certify that:

     1. I have reviewed this annual report on Form 10-K of HSBC Finance
        Corporation;

     2. Based on my knowledge, this annual report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this annual report;

     3. Based on my knowledge, the financial statements, and other financial
        information included in this annual report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this annual report;

     4. The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and we have:

        a) designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this annual report our conclusions
           about the effectiveness of the disclosure controls and procedures, as
           of the end of the period covered by this report based on such
           evaluation; and

        c) disclosed in this annual report any change in the registrant's
           internal control over financial reporting that occurred during the
           registrant's most recent fiscal quarter that has materially affected,
           or is reasonably likely to materially affect, the registrant's
           internal control over financial reporting; and

     5. The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation, to the registrant's auditors and the audit
        committee of the registrant's board of directors (or persons performing
        the equivalent functions):

        a) all significant deficiencies and material weaknesses in the design or
           operation of internal controls over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize and report financial information; and

        b) any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           control over financial reporting.

Date: February 28, 2005

                                          /s/ S. C. PENNEY
                                          --------------------------------------
                                          Simon C. Penney
                                          Senior Executive Vice President
                                          and Chief Financial Officer
                                                                      EXHIBIT 32

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     The certification set forth below is being submitted in connection with the
HSBC Finance Corporation (the "Company") Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report") for the purpose of complying with
Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States
Code.

     I, William F. Aldinger, Chairman and Chief Executive Officer of the
Company, certify that:

        1. the Report fully complies with the requirements of Section 13(a) or
           15(d) of the Exchange Act; and

        2. the information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of HSBC Finance Corporation.

February 28, 2005

                                          /s/ W. F. ALDINGER
                                          --------------------------------------
                                          William F. Aldinger
                                          Chairman and Chief Executive Officer
                                                                      EXHIBIT 32

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     The certification set forth below is being submitted in connection with the
HSBC Finance Corporation (the "Company") Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report") for the purpose of complying with
Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States
Code.

     I, Simon C. Penney, Senior Executive Vice President and Chief Financial
Officer of the Company, certify that:

        1. the Report fully complies with the requirements of Section 13(a) or
           15(d) of the Exchange Act; and

        2. the information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of HSBC Finance Corporation.

February 28, 2005

                                          /s/ S. C. PENNEY
                                          --------------------------------------
                                          Simon C. Penney
                                          Senior Executive Vice President
                                          and Chief Financial Officer
                                                                    EXHIBIT 99.1

                   HSBC FINANCE CORPORATION AND SUBSIDIARIES

                  DEBT AND PREFERRED STOCK SECURITIES RATINGS

                                                              STANDARD &     MOODY'S
                                                                POOR'S      INVESTORS
                                                              CORPORATION    SERVICE    FITCH, INC.
---------------------------------------------------------------------------------------------------
AT DECEMBER 31, 2004
HSBC Finance Corporation
  Senior debt...............................................        A           A1          AA-
  Senior subordinated debt..................................       A-           A2           A+
  Commercial paper..........................................      A-1          P-1         F-1+
HFC Bank Limited
  Senior debt...............................................        A           A1          AA-
  Commercial paper..........................................      A-1          P-1         F-1+
Household Bank (SB), N.A.
  Senior debt...............................................        A           A1          AA-








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