Director Shareholding

HSBC Holdings PLC
04 June 2004


                                              Date of notification : 4 June 2004

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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 Household International, Inc. ("Household") by HSBC
Holdings plc, outstanding options over Household shares granted (for nil
consideration) have been converted into options to acquire HSBC Holdings plc
ordinary shares of US$0.50 each ("HSBC shares"). The HSBC (Household) Employee
Benefit Trust 2003 ("the Trust"), has acquired HSBC shares which may be used to
satisfy the exercise of these options.

Mr W F Aldinger, a director of HSBC Holdings plc, currently holds options over
11,630,900 HSBC shares.

As a potential beneficiary of the Trust, Mr Aldinger also has a technical
interest in all of the HSBC shares held by the Trust:



HSBC Holdings plc - Ordinary Shares US$0.50 each

Date of transaction         Nature of transaction by the Trust                              Consideration

27 May 2004*                Transfer by the Trust of 821 HSBC shares to an individual       US$11.04
                            exercising options

 3 June 2004                Transfer by the Trust of 6,200 HSBC shares to an individual     US$6.00
                            exercising options




  *The Director was made aware of this transaction on 4 June 2004



At 3 June 2004, after these transactions, the Trust held a total of 21,208,493
HSBC shares comprising 10,208,493 HSBC shares and 2,200,000 ADRs (each of which
represents five HSBC shares).



Heather Nicol, Company Secretarial Assistant

020 7992 1505


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