Director Shareholding

HSBC Holdings PLC
23 February 2004


                                                                             Date of notification : 23 February 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
18 February 2004*           Transfer by the Trust of 8,204 HSBC shares to an individual     US$4.56
                            exercising options.
20 February 2004            Transfer by the Trust of 40,125 HSBC shares to an individual    US$11.43
                            exercising options.




  *Director was made aware of this transaction on 23 February 2004



At 20 February 2004, after this transaction, the Trust held a total of
11,794,956 HSBC shares.



Heather Nicol, Company Secretarial Assistant

020 7992 1505


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