Director Shareholding

HSBC Holdings PLC
22 October 2002


                                          Date of notification : 22 October 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. ("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 are 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:

22 October 2002          13,000 HSBC shares to an                 13 HSBC shares 
                         individual exercising options            for each                                              
                         over 1,000 CCF shares.                   CCF share




At 22 October 2002 the Trust held a total of 36,001,005 HSBC shares.

Robert Musgrove, Assistant Secretary

020 7992 1504


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