Director Shareholding

HSBC Holdings PLC
28 March 2002




                    Date of notification : 28 March 2002

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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 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
correspond to his options over CCF shares enumerated above) as follows:

HSBC Holdings plc - Ordinary Shares US$0.50 each

Date of transaction         Nature of transaction by the Trust                              Consideration
                            Transfer by Trust of:

 26 March 2002*             39,000 HSBC shares to individuals exercising options         3,000 13 HSBC shares for each
                            over shares.                                                         CCF share

 * Company notified of transaction 27 March 2002

At 26 March 2002 the Trust held a total of 38,720,813 HSBC shares.



Peter Harvey

020 7260 0126 (Extn. 50126)



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