Director Shareholding

HSBC Holdings PLC
31 March 2003


                                            Date of notification : 31 March 2003

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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:

 31 March 2003              26,000 HSBC shares to an individual exercising options over     13 HSBC shares for each
                            2,000 CCF shares.                                               CCF share




 At 31 March 2003 the Trust held a total of 35,667,555 HSBC shares.

 Robert Musgrove, Assistant Secretary

020 7992 1504


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