Directors' Dealings

HSBC Hldgs PLC
11 November 1999

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

               HSBC Holdings plc

2)  NAME OF DIRECTOR

               Sir Adrian Swire

3)  Please state whether notification indicates that it is in respect of
    holding of the Director named in 2 above or holding of that person's
    spouse or children under the age of 18 or in respect of a non-beneficial
    interest

               Notification in respect of a non-beneficial interest of
               the Director

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)
               
               Criket Nominees               401,000
               The Swire Educational Trust    24,000

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

               Royal Air Force Benevolent Fund (Cricket Nominees Limited)

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

               Acquisition of  non-beneficial interest as trustee

7)  Number of shares/amount of
    stock acquired

               30,912

8)   (De minimis    % )
    of issued Class

9)  Number of shares/amount
    of stock disposed

               32,671

10)  (De minimis    % )
   of issued Class

11) Class of security

               USD$0.50 Ords

12) Price per share

               £5.1417 - acquisition
               £7.50 - disposal

13) Date of transaction
               2 Sept 1999 - acquisition
               8 Nov 1999 - disposal
               (Director was notified on 10 November 1999)


14) Date company informed

               10 November 1999

15) Total holding following this notification

               425,000 US$0.50 Ords

16) Total percentage holding of issued class following this notification


               De Minimis

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

               R H Musgrove,   0171 260 0375

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification.......11 November 1999...............