Director Shareholding-Replace

HSBC Holdings PLC
12 May 2003

The following replaces the Director Shareholding announcement released today at
14:19 under RNS9765K.

The announcement should state that at 12 May 2003 the Trust held a total of
35,274,955 HSBC shares and not 35,274,995 shares as previously reported.

All other details remain unchanged. The full amended version appears below.


                       Date of notification : 12 May 2003

--------------------------------------------------------------------------------

                   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 Employee Benefit Trust 2001 (No.1) (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:

7 May 2003                  156,000 HSBC shares to individuals exercising options over      13 HSBC shares for each
                            12,000 CCF shares.                                              CCF share



 At 12 May 2003 the Trust held a total of 35,274,955 HSBC shares.

 Robert Musgrove, Assistant Secretary

020 7992 1504


                      This information is provided by RNS
            The company news service from the London Stock Exchange