Director Shareholding-Replace

HSBC Holdings PLC
04 June 2003

The following replaces the Director Shareholding announcement released on 3 June
2003 at 15:43 under RNS number 8722L.

The number of HSBC shares transferred has been amended from 39,000 to 32,500 and
the number of CCF shares to which they relate has been amended from 3,000 to
2,500.

All other details remain unchanged, and the full amended text appears below.

                                              Date of notification : 3 June 2003

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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 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:

2 June 2003          32,500 HSBC shares to individuals            13 HSBC shares 
                     exercising options over 2,500 CCF shares.    for each CCF 
                                                                  share




 At 2 June 2003 the Trust held a total of 34,956,455 HSBC shares.

 Heather Nicol, Company Secretarial Assistant

020 7992 1505


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