Director Shareholding

HSBC Holdings PLC
13 June 2001

       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 Credit Commercial de France (CCF) by HSBC Holdings
plc, outstanding options over CCF shares granted between 1994 and 1999 (for nil
consideration) have vested. Options granted over CCF shares in 2000 will vest in
2002. On exercise of the options, the CCF shares issued will become exchangeable
for ordinary shares in HSBC Holdings plc (HSBC shares) in the same ratio as for
the acquisition of CCF - 13 HSBC for 1 CCF share. The HSBC shares are to be
provided through the HSBC Holdings General Employee Benefit Trust (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
corresponds to his options over CCF shares enumerated above) as follows:


HSBC Holdings plc - Ordinary Shares US$0.50 each 

Date          Nature of transaction by the Trust     Consideration

              Transfer by Trust of:                  13 HSBC shares for each CCF
                                                     share
10  May 2001 *      52,000
 6 June 2001 *      11,700
 7 June 2001 *       8,125
 8 June 2001 *      52,000 
12 June 2001 *      13,000 
13 June 2001 *      13,000

                   149,825 HSBC shares to individuals exercising options over   
                           11,525 CCF shares.
 

At 13 May 2001 the Trust held a total of 39,551,825 HSBC shares.
*Director made aware of the transactions on 13 June 2001.
 
Peter Harvey 
020 7260 0126 (Extn. 50126)