Director Shareholding

HSBC Holdings PLC
8 May 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

HSBC Holdings plc

2) Name of director

K R Whitson

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

In respect 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)

Abacus Corporate Trustee Limited 287,104
Computershare Trustees Limited Account SIP 78
K R Whitson 101,469
Mrs S Whitson 20,000

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

As in 3) above

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

Acquisition / 6,916 shares scrip dividend
8,371 shares - As set out in the 1999 Annual Report and Accounts, the 1999
Restricted Share Plan awards were subject to performance conditions. To vest,
the HSBC Holdings' Total Shareholder Return was required to exceed the mean of a
market comparator benchmark, and this has been achieved. HSBC Holdings' Total
Shareholder Return was also in the top quartile of the benchmark and, in
accordance with the performance condition, an additional award of 20 per cent of
the Restricted Shares awarded in 1999 has been made. Both the original 1999
Restricted Share Plan award and the additional 20 per cent of Restricted Shares
will be released to participants, subject to continued employment, in March 2004

7) Number of shares/amount of stock acquired

15,287

8) Percentage of issued class

De minimis

9) Number of shares/amount of stock disposed


10) Percentage of issued class


11) Class of security

Ordinary Shares of US$0.50 each

12) Price per share

6,916 shares - US$11.3968
8,371 shares - Nil

13) Date of transaction

7 May 2002

14) Date company informed

8 May 2002

15) Total holding following this notification

408,651 Ordinary Shares of US$0.50 each

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

Peter Harvey, Company Secretarial Assistant 020 7260 0126


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

As in 24) above


Date of Notification 8 May 2002



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