Director Shareholding

HSBC Holdings PLC
28 June 2002




                        Date of notification : 28 June 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 CCF S.A. (formerly 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:

 28 June 2002               19,500 HSBC shares to individuals exercising options over 1,500 13 HSBC shares for each
                            shares.                                                         CCF share



 At 28 June 2002 the Trust held a total of 36,609,015 HSBC shares.

 Peter Harvey

020 7260 0126



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