Director Shareholding

HSBC Holdings PLC
25 September 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 shares 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:

24 September 2001  52,000 HSBC shares to individual      13 HSBC shares for each
                   exercising options over 4,000 shares.   CCF share

  
At 24 September 2001 the Trust held a total of 39,149,475 HSBC shares.