Directors' Dealings

HSBC Hldgs PLC
9 December 1999

           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

The HSBC Qualifying Employee Share Ownership Trust ('the QUEST') was established
by the Company as an efficient way of distributing shares to those employees
exercising options granted in the UK under the HSBC Savings-Related Share Option
Scheme ('the Scheme').

As a result of the trustee of the QUEST, HSBC QUEST Trustee (UK) Limited,
acquiring shares in the Company to satisfy the exercise of such options, a
temporary, non-beneficial, disclosable interest in the shares acquired arose for
the UK based, executive Directors of the Company and of HSBC Bank plc (formerly
Midland Bank plc) as potential beneficiaries of the QUEST.  The shares were
registered in the name of HSBC QUEST Trustee (UK) Limited, the trustee of the
QUEST.

This disclosure is therefore made on behalf of Sir John Bond, Messrs W R P
Dalton, S K Green and K R Whitson as Directors of both the Company and HSBC Bank
plc, Mr D J Flint as a Director of the Company only, and Messrs D W Baker and R
M J Orgill as Directors of HSBC Bank plc only.

HSBC Holdings Plc - Ordinary Shares US$0.50 each

Date         Nature of transaction by the QUEST   No. of Shares   Price

8 Dec 1999   Acquisition by subscription by the    80,514         826.00p
             QUEST   

8 Dec 1999   Transfer by the QUEST to participants
             in the Scheme                         80,514         See below

8 Dec 1999   Shares held by the trustees of the
             QUEST                                    NIL


Price per unit of shares registered in the name of HSBC QUEST Trustee (UK)
Limited on 8 December 1999 and transferred to participants of the HSBC Holdings
Savings-Related Share Option Scheme on 8 December 1999:

HSBC Holdings PLC - Ordinary Shares of US$0.50 each

Year of Grant           No. of Shares         Option price (p)

1994                    38,133                    233.61
1995                    28,979                    180.60
1996                     7,730                    305.90
1997                     2,885                    452.06
1998                     2,530                    522.12
1999                       257                    539.80

                        80,514