Director Shareholding

HSBC Holdings PLC
21 May 2002


                                          Date of notification : 21 May 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 (for nil consideration) have
vested. 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:

 17 May 2002                91,000 HSBC shares to an individual exercising options over     13 HSBC shares for each
                            7,000 shares.                                                   CCF share

At 17 May 2002 the Trust held a total of 37,728,575 HSBC shares.


Peter Harvey
020 7260 0126 (Extn. 50126)


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