As filed with the Securities and Exchange Commission on _________, 2003
                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                HSBC Holdings plc
             (Exact name of registrant as specified in its charter)

     England and Wales                                    98-0209906
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                                 8 CANADA SQUARE
                             LONDON E14 5HQ, ENGLAND
               (Address of principal executive offices) (Zip Code)


              1996 Long-Term Executive Incentive Compensation Plan
                            (Full title of the Plan)


                             PHILIP S. TOOHEY, ESQ.
                                  HSBC BANK USA
                                 ONE HSBC CENTER
                             BUFFALO, NEW YORK 14203
                     (Name and address of agent for service)
                                 (716) 841-2473
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================

                                                                         Proposed           Proposed
                    Title of                                              Maximum            Maximum
                   Securities                          Amount            Offering           Aggregate          Amount of
                     to be                              to be              Price            Offering         Registration
                   Registered                      Registered (1)      per Share (2)        Price (2)           Fee (2)
                   ----------                      --------------      -------------        ---------           -------

Ordinary Shares, nominal value U.S.$.50 each,
to be issued under the following plan (3):


<C>                                                  <C>                  <C>             <C>                   <C>
1996 Long-Term Executive Incentive                   21,361,453           $15.83          $338,151,801          $27,357
Compensation Plan

TOTAL:

</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Registrant's Ordinary Shares which become issuable under the plan
         listed in the table above (the "Plan") by reason of any stock dividend,
         stock split, recapitalization or other similar transaction effected
         without the Registrant's receipt of consideration which results in an
         increase in the number of the Registrant's outstanding Ordinary Shares.
         The options outstanding under the Plan are being assumed by the
         Registrant pursuant to an Agreement and Plan of Merger among the
         Registrant, Household International Inc. and H2 Acquisition
         Corporation, dated as of November 14, 2002 (the "Merger Agreement").
         The number of shares and exercise prices have been adjusted to reflect
         the conversion of the options into options to purchase shares of the
         Registrant pursuant to the terms of the Merger Agreement.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended (the "1933 Act"), on the basis
         of the exercise price of the outstanding options.

(3)      American Depositary Shares ("ADSs") evidenced by American Depositary
         Receipts issuable upon deposit of the ordinary shares have been
         registered under a separate registration statement on Form F-6. Each
         ADS is issued in respect of five (5) ordinary shares.


<PAGE>


                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

HSBC Holdings plc (the "Registrant") hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 20-F for the fiscal year ended
          December 31, 2002 filed with the Commission on March 6, 2003, pursuant
          to Section 13 of the Securities Exchange Act of 1934, as amended (the
          "1934 Act");

     (b)  The Registrant's Current Reports on Form 6-K filed with the Commission
          on March 7, 2003, March 10, 2003, March 12, 2003, March 18, 2003,
          March 26, 2003, March 27, 2003 and March 28, 2003;

     (c)  The descriptions of the Shares and ADSs contained under the headings
          "Description of HSBC Ordinary Shares" and "Description of HSBC
          American Depositary Shares" in the Amendment No. 4 to the Registrant's
          Registration Statement on Form F-4, filed with Commission on February
          25, 2003, pursuant to the Securities Act of 1933, as amended (the "F-4
          Registration Statement"); and

     (d)  All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
          Act, since the end of the fiscal year covered by registration document
          referred to in (a) above.

               All reports and definitive proxy or information statements filed
          pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after
          the date of this Registration Statement and prior to the filing of a
          post-effective amendment which indicates that all securities offered
          hereby have been sold or which de-registers all securities then
          remaining unsold shall be deemed to be incorporated by reference into
          this Registration Statement and to be a part hereof from the date of
          filing of such documents. Any statement contained in a document
          incorporated or deemed to be incorporated by reference herein shall be
          deemed to be modified or superseded for purposes of this Registration
          Statement to the extent that a statement contained herein or in any
          subsequently filed document which also is deemed to be incorporated by
          reference herein modifies or supersedes such statement. Any such
          statement so modified or superseded shall not be deemed, except as so
          modified or superseded, to constitute a part of this Registration
          Statement.

Item 4.  Description of Securities

Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.

Item 6.  Indemnification of Directors and Officers

English law does not permit a company to indemnify (1) a director or officer of
the company, or (2) any person employed by the company as an auditor against any
liability arising from negligence, default, breach of duty or breach of trust
against the company. However, indemnification is allowed for liabilities
incurred in proceedings in which (1) judgment is entered in favor of the
director or officer or the director or officer is acquitted, or (2) the director
or officer is held liable, but the court finds that he acted honestly and
reasonably and that relief should be granted. The Registrant's Memorandum and
Articles of Association provide for indemnification of its directors and
officers. The Companies Act enables companies to purchase and maintain insurance
for directors, officers and auditors against any liability arising from
negligence, default, breach of duty or breach of trust against the company. The
Registrant maintains directors' and officers' insurance.

Under the Merger Agreement, the Registrant has also agreed that Household will
continue to be obligated to indemnify and will continue to maintain directors'
and officers' liability insurance covering the officers and directors of
Household relating to events occurring before completion of the merger.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits

Exhibit Number:       Exhibit:


4.1                   Memorandum and Articles of Association of HSBC Holdings
                      plc (incorporated by reference to Exhibit 3 of the
                      Registrant's Form F-3/A (No. 333-92024))

4.2                   Registrant's Amendment No. 4 to Form F-4 Registration
                      Statement (333-102027), filed with the Commission on
                      February 25, 2003, as amended (and incorporated herein by
                      reference)

4.3                   Form of Deposit Agreement among HSBC, the Bank of New
                      York, as depositary, and holders and beneficial owners
                      from time to time of ADRs issued thereunder, including the
                      form of ADR (incorporated herein by reference to Exhibit 1
                      to HSBC's Post-Effective Amendment No. 1 to the
                      Registration Statement on Form F-6 (No. 333-103419))

4.4                   1996 Long-Term Executive Incentive Compensation Plan

5.1                   Opinion of Counsel

23.1                  Consent of KPMG Audit Plc, Independent Auditors

23.2                  Consent of Counsel in Exhibit 5.1

24.1                  Power of Attorney



Item 9.  Undertakings

A. The undersigned Registrant hereby undertakes: (1) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, HSBC
Holdings plc has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in London, England, on ,
2003.


                                               HSBC HOLDINGS PLC



                                               By:    /s/ Ralph G Barber
                                                      ------------------
                                               Name:  Ralph G Barber
                                               Title: Secretary

         Know all persons by these presents that each officer or director whose
signature appears below constitutes and appoints each of the directors named
below and the secretary named above, jointly and severally, his or her true and
lawful attorneys-in-fact and agents with full and several power of substitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, and supplements to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intends and purposes as
they or he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on ______, 2003.



                                              By:    /s/ Sir John Bond
                                                     ---------------------------
                                              Name:  Sir John Bond
                                              Title: Group Chairman and Director



                                              By:    /s/ The Baroness Dunn
                                                     ---------------------------
                                              Name:  The Baroness Dunn, DBE
                                              Title: Deputy Chairman and senior
                                                     non-executive Director

<PAGE>

                                              By:    /s/ Sir Brian Moffat
                                                     ---------------------------
                                              Name:  Sir Brian Moffat, OBE
                                              Title: Deputy Chairman and senior
                                                     independent non-executive
                                                     Director



                                              By:    /s/ Sir Keith Whitson
                                                     ---------------------------
                                              Name:  Sir Keith Whitson
                                              Title: Group Chief Executive and
                                                     Director



                                              By:    /s/ D J Flint
                                                     ---------------------------
                                              Name:  D J Flint
                                              Title: Group Finance Director and
                                                     Director



                                              By:
                                                     ---------------------------
                                              Name:  The Lord Butler, GCB, CVO
                                              Title: Director



                                              By:    /s/ R K F Ch'ien
                                                     ---------------------------
                                              Name:  R K F Ch'ien, CBE
                                              Title: Director



                                              By:
                                                     ---------------------------
                                              Name:  C F W de Croisset
                                              Title: Director



                                              By:    /s/ W R P Dalton
                                                     ---------------------------
                                              Name:  W R P Dalton
                                              Title: Director



                                              By:    /s/ D G Eldon
                                                     ---------------------------
                                              Name:  D G Eldon
                                              Title: Director



<PAGE>

                                              By:    /s/ W K L Fung
                                                     ---------------------------
                                              Name:  W K L Fung, OBE
                                              Title: Director



                                              By:    /s/ S K Green
                                                     ---------------------------
                                              Name:  S K Green
                                              Title: Director



                                              By:    /s/ S Hintze
                                                     ---------------------------
                                              Name:  S Hintze
                                              Title: Director



                                              By:    /s/ A W Jebson
                                                     ---------------------------
                                              Name:  A W Jebson
                                              Title: Director



                                              By:    /s/ Sir John Kemp-Welch
                                                     ---------------------------
                                              Name:  Sir John Kemp-Welch
                                              Title: Director



                                              By:
                                                     ---------------------------
                                              Name:  The Lord Marshall
                                              Title: Director



                                              By:
                                                     ---------------------------
                                              Name:  Sir Mark Moody-Stuart, KCMG
                                              Title: Director



                                              By:
                                                     ---------------------------
                                              Name:  S W Newton
                                              Title: Director




<PAGE>



                                              By:    /s/ H Sohmen
                                                     ---------------------------
                                              Name:  H Sohmen, OBE
                                              Title: Director



                                              By:
                                                     ---------------------------
                                              Name:  C Taylor
                                              Title: Director



                                              By:
                                                     ---------------------------
                                              Name:  Sir Brian Williamson, CBE
                                              Title: Director

<PAGE>



[New York #1135466 v3]

                                  EXHIBIT INDEX

Exhibit Number:       Exhibit:



4.1                   Memorandum and Articles of Association of HSBC Holdings
                      plc (incorporated by reference to Exhibit 3 of the
                      Registrant's Form F-3/A (No. 333-92024))

4.2                   Registrant's Amendment No. 4 to Form F-4 Registration
                      Statement (333-102027), filed with the Commission on
                      February 25, 2003, as amended (and incorporated herein by
                      reference)

4.3                   Form of Deposit Agreement among HSBC, the Bank of New
                      York, as depositary, and holders and beneficial owners
                      from time to time of ADRs issued thereunder, including the
                      form of ADR (incorporated herein by reference to Exhibit 1
                      to HSBC's Post-Effective Amendment No. 1 to the
                      Registration Statement on Form F-6 (No. 333-103419))

4.4                   1996 Long-Term Executive Incentive Compensation Plan

5.1                   Opinion of Counsel

23.1                  Consent of KPMG Audit Plc, Independent Auditors

23.2                  Consent of Counsel in Exhibit 5.1

24.1                  Power of Attorney
[{"type": "S-8", "sequence": "1", "filename": "s8_03-31.txt", "secsgml_size_bytes": 22600}]
{"company-data": {"conformed-name": "HSBC HOLDINGS PLC", "cik": "0001089113", "assigned-sic": "6035", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104203", "film-number": "03633782"}, "business-address": {"street1": "8 CANADA SQUARE", "street2": "LONDON", "city": "UNITED KINGDOM", "state": "X0", "zip": "E145HQ", "phone": "442079921504"}}
As filed with the Securities and Exchange Commission on _________, 2003
                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                HSBC Holdings plc
             (Exact name of registrant as specified in its charter)

     England and Wales                                    98-0209906
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                                 8 CANADA SQUARE
                             LONDON E14 5HQ, ENGLAND
               (Address of principal executive offices) (Zip Code)

              1996 Long-Term Executive Incentive Compensation Plan
                            (Full title of the Plan)

                             PHILIP S. TOOHEY, ESQ.
                                  HSBC BANK USA
                                 ONE HSBC CENTER
                             BUFFALO, NEW YORK 14203
                     (Name and address of agent for service)
                                 (716) 841-2473
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                                         Proposed           Proposed
                    Title of                                              Maximum            Maximum
                   Securities                          Amount            Offering           Aggregate          Amount of
                     to be                              to be              Price            Offering         Registration
                   Registered                      Registered (1)      per Share (2)        Price (2)           Fee (2)
                   ----------                      --------------      -------------        ---------           -------

Ordinary Shares, nominal value U.S.$.50 each,
to be issued under the following plan (3):
1996 Long-Term Executive Incentive                   21,361,453           $15.83          $338,151,801          $27,357
Compensation Plan

TOTAL:
(1)      This Registration Statement shall also cover any additional shares of
         Registrant's Ordinary Shares which become issuable under the plan
         listed in the table above (the "Plan") by reason of any stock dividend,
         stock split, recapitalization or other similar transaction effected
         without the Registrant's receipt of consideration which results in an
         increase in the number of the Registrant's outstanding Ordinary Shares.
         The options outstanding under the Plan are being assumed by the
         Registrant pursuant to an Agreement and Plan of Merger among the
         Registrant, Household International Inc. and H2 Acquisition
         Corporation, dated as of November 14, 2002 (the "Merger Agreement").
         The number of shares and exercise prices have been adjusted to reflect
         the conversion of the options into options to purchase shares of the
         Registrant pursuant to the terms of the Merger Agreement.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended (the "1933 Act"), on the basis
         of the exercise price of the outstanding options.

(3)      American Depositary Shares ("ADSs") evidenced by American Depositary
         Receipts issuable upon deposit of the ordinary shares have been
         registered under a separate registration statement on Form F-6. Each
         ADS is issued in respect of five (5) ordinary shares.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

HSBC Holdings plc (the "Registrant") hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 20-F for the fiscal year ended
          December 31, 2002 filed with the Commission on March 6, 2003, pursuant
          to Section 13 of the Securities Exchange Act of 1934, as amended (the
          "1934 Act");

     (b)  The Registrant's Current Reports on Form 6-K filed with the Commission
          on March 7, 2003, March 10, 2003, March 12, 2003, March 18, 2003,
          March 26, 2003, March 27, 2003 and March 28, 2003;

     (c)  The descriptions of the Shares and ADSs contained under the headings
          "Description of HSBC Ordinary Shares" and "Description of HSBC
          American Depositary Shares" in the Amendment No. 4 to the Registrant's
          Registration Statement on Form F-4, filed with Commission on February
          25, 2003, pursuant to the Securities Act of 1933, as amended (the "F-4
          Registration Statement"); and

     (d)  All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
          Act, since the end of the fiscal year covered by registration document
          referred to in (a) above.

               All reports and definitive proxy or information statements filed
          pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after
          the date of this Registration Statement and prior to the filing of a
          post-effective amendment which indicates that all securities offered
          hereby have been sold or which de-registers all securities then
          remaining unsold shall be deemed to be incorporated by reference into
          this Registration Statement and to be a part hereof from the date of
          filing of such documents. Any statement contained in a document
          incorporated or deemed to be incorporated by reference herein shall be
          deemed to be modified or superseded for purposes of this Registration
          Statement to the extent that a statement contained herein or in any
          subsequently filed document which also is deemed to be incorporated by
          reference herein modifies or supersedes such statement. Any such
          statement so modified or superseded shall not be deemed, except as so
          modified or superseded, to constitute a part of this Registration
          Statement.

Item 4.  Description of Securities

Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.

Item 6.  Indemnification of Directors and Officers

English law does not permit a company to indemnify (1) a director or officer of
the company, or (2) any person employed by the company as an auditor against any
liability arising from negligence, default, breach of duty or breach of trust
against the company. However, indemnification is allowed for liabilities
incurred in proceedings in which (1) judgment is entered in favor of the
director or officer or the director or officer is acquitted, or (2) the director
or officer is held liable, but the court finds that he acted honestly and
reasonably and that relief should be granted. The Registrant's Memorandum and
Articles of Association provide for indemnification of its directors and
officers. The Companies Act enables companies to purchase and maintain insurance
for directors, officers and auditors against any liability arising from
negligence, default, breach of duty or breach of trust against the company. The
Registrant maintains directors' and officers' insurance.

Under the Merger Agreement, the Registrant has also agreed that Household will
continue to be obligated to indemnify and will continue to maintain directors'
and officers' liability insurance covering the officers and directors of
Household relating to events occurring before completion of the merger.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits

Exhibit Number:       Exhibit:

4.1                   Memorandum and Articles of Association of HSBC Holdings
                      plc (incorporated by reference to Exhibit 3 of the
                      Registrant's Form F-3/A (No. 333-92024))

4.2                   Registrant's Amendment No. 4 to Form F-4 Registration
                      Statement (333-102027), filed with the Commission on
                      February 25, 2003, as amended (and incorporated herein by
                      reference)

4.3                   Form of Deposit Agreement among HSBC, the Bank of New
                      York, as depositary, and holders and beneficial owners
                      from time to time of ADRs issued thereunder, including the
                      form of ADR (incorporated herein by reference to Exhibit 1
                      to HSBC's Post-Effective Amendment No. 1 to the
                      Registration Statement on Form F-6 (No. 333-103419))

4.4                   1996 Long-Term Executive Incentive Compensation Plan

5.1                   Opinion of Counsel

23.1                  Consent of KPMG Audit Plc, Independent Auditors

23.2                  Consent of Counsel in Exhibit 5.1

24.1                  Power of Attorney

Item 9.  Undertakings

A. The undersigned Registrant hereby undertakes: (1) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, HSBC
Holdings plc has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in London, England, on ,
2003.

                                               HSBC HOLDINGS PLC

                                               By:    /s/ Ralph G Barber
                                                      ------------------
                                               Name:  Ralph G Barber
                                               Title: Secretary

         Know all persons by these presents that each officer or director whose
signature appears below constitutes and appoints each of the directors named
below and the secretary named above, jointly and severally, his or her true and
lawful attorneys-in-fact and agents with full and several power of substitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, and supplements to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intends and purposes as
they or he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on ______, 2003.

                                              By:    /s/ Sir John Bond
                                                     ---------------------------
                                              Name:  Sir John Bond
                                              Title: Group Chairman and Director

                                              By:    /s/ The Baroness Dunn
                                                     ---------------------------
                                              Name:  The Baroness Dunn, DBE
                                              Title: Deputy Chairman and senior
                                                     non-executive Director
By:    /s/ Sir Brian Moffat
                                                     ---------------------------
                                              Name:  Sir Brian Moffat, OBE
                                              Title: Deputy Chairman and senior
                                                     independent non-executive
                                                     Director

                                              By:    /s/ Sir Keith Whitson
                                                     ---------------------------
                                              Name:  Sir Keith Whitson
                                              Title: Group Chief Executive and
                                                     Director

                                              By:    /s/ D J Flint
                                                     ---------------------------
                                              Name:  D J Flint
                                              Title: Group Finance Director and
                                                     Director

                                              By:
                                                     ---------------------------
                                              Name:  The Lord Butler, GCB, CVO
                                              Title: Director

                                              By:    /s/ R K F Ch'ien
                                                     ---------------------------
                                              Name:  R K F Ch'ien, CBE
                                              Title: Director

                                              By:
                                                     ---------------------------
                                              Name:  C F W de Croisset
                                              Title: Director

                                              By:    /s/ W R P Dalton
                                                     ---------------------------
                                              Name:  W R P Dalton
                                              Title: Director

                                              By:    /s/ D G Eldon
                                                     ---------------------------
                                              Name:  D G Eldon
                                              Title: Director
By:    /s/ W K L Fung
                                                     ---------------------------
                                              Name:  W K L Fung, OBE
                                              Title: Director

                                              By:    /s/ S K Green
                                                     ---------------------------
                                              Name:  S K Green
                                              Title: Director

                                              By:    /s/ S Hintze
                                                     ---------------------------
                                              Name:  S Hintze
                                              Title: Director

                                              By:    /s/ A W Jebson
                                                     ---------------------------
                                              Name:  A W Jebson
                                              Title: Director

                                              By:    /s/ Sir John Kemp-Welch
                                                     ---------------------------
                                              Name:  Sir John Kemp-Welch
                                              Title: Director

                                              By:
                                                     ---------------------------
                                              Name:  The Lord Marshall
                                              Title: Director

                                              By:
                                                     ---------------------------
                                              Name:  Sir Mark Moody-Stuart, KCMG
                                              Title: Director

                                              By:
                                                     ---------------------------
                                              Name:  S W Newton
                                              Title: Director
By:    /s/ H Sohmen
                                                     ---------------------------
                                              Name:  H Sohmen, OBE
                                              Title: Director

                                              By:
                                                     ---------------------------
                                              Name:  C Taylor
                                              Title: Director

                                              By:
                                                     ---------------------------
                                              Name:  Sir Brian Williamson, CBE
                                              Title: Director
[New York #1135466 v3]

                                  EXHIBIT INDEX

Exhibit Number:       Exhibit:

4.1                   Memorandum and Articles of Association of HSBC Holdings
                      plc (incorporated by reference to Exhibit 3 of the
                      Registrant's Form F-3/A (No. 333-92024))

4.2                   Registrant's Amendment No. 4 to Form F-4 Registration
                      Statement (333-102027), filed with the Commission on
                      February 25, 2003, as amended (and incorporated herein by
                      reference)

4.3                   Form of Deposit Agreement among HSBC, the Bank of New
                      York, as depositary, and holders and beneficial owners
                      from time to time of ADRs issued thereunder, including the
                      form of ADR (incorporated herein by reference to Exhibit 1
                      to HSBC's Post-Effective Amendment No. 1 to the
                      Registration Statement on Form F-6 (No. 333-103419))

4.4                   1996 Long-Term Executive Incentive Compensation Plan

5.1                   Opinion of Counsel

23.1                  Consent of KPMG Audit Plc, Independent Auditors

23.2                  Consent of Counsel in Exhibit 5.1

24.1                  Power of Attorney