As filed with the Securities and Exchange Commission on September 30, 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                                98-0209906
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification Number)

                                 8 Canada Square
                             London E14 5HQ, England
                               011-44-20-7260-8000

    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

        HSBC Holdings Savings-Related Share Option Plan: Overseas Section

                      HSBC Holdings Group Share Option Plan

                            (Full Title of the Plan)

                                  ------------

                                Philip S. Toohey
                         HSBC Bank USA, One HSBC Center
                             Buffalo, New York 14203
                                 (716) 841-2473

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:

                               Ashar Qureshi, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                              55 Basinghall Street
                            London EC2V 5EH, England
                               011-44-20-7614-2200

                                  ------------

<TABLE>
                                      CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                                            PROPOSED
                                                     PROPOSED MAXIMUM       MAXIMUM
  TITLE OF EACH CLASS OF                              OFFERING PRICE       AGGREGATE         AMOUNT OF
        SECURITIES                    AMOUNT TO BE      PER SHARE(2)        OFFERING        REGISTRATION
     TO BE REGISTERED                 REGISTERED(1)       PRICE(2)            FEE
-----------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>               <C>                 <C>
Ordinary Shares, par value $0.50     9,760,802 shares      $ 13.399      $ 130,784,986.00    $10,580.51
   per share
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Together with an indeterminate number of shares that may be necessary to
      adjust the number of shares reserved for issuance pursuant to the HSBC
      Holdings Savings-Related Share Option Plan: Overseas Section and the HSBC
      Holdings Group Share Option Plan (the "Plans") as the result of a stock
      split, stock dividend or similar adjustment of the outstanding ordinary
      shares of HSBC Holdings plc (the "Registrant").

(2)   Estimated solely for the purposes of calculation of the registration fee
      with respect to the shares being registered hereby pursuant to Rule 457(h)
      under the Securities Act of 1933, as amended (the "Securities Act"), on
      the basis of one-fifth of the average of the high and low reported prices
      of the American Depositary Shares representing the Registrant's ordinary
      shares reported on the New York Stock-Exchange-Composite Tape on September
      26, 2003. Each ADR is equal to five ordinary shares and the average of the
      high and low reported price for one ADR was $66.995 on September 26, 2003.
<PAGE>
                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The reports listed below have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant and are
incorporated herein by reference to the extent not superseded by reports or
other information subsequently filed or furnished. All of the Registrant's
reports filed with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), after the
date of this Registration Statement and prior to filing a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such reports.

         (a) The Registrant's 2002 Annual Report on Form 20-F/A (No. 1-14930)
filed by the Registrant under the Exchange Act on March 6, 2003.

         (b) All of the Registrant's reports filed pursuant to Section 13 (a) or
15(d) of the Exchange Act since December 31, 2002.

         (c) The description of the Ordinary Shares is contained under the
caption "Description of Ordinary Shares" in the Registration Statement on Form
20-F (No. 1-14930) filed with the Commission on June 18, 1999 (the "1998 Form
20-F").

         Any statement contained herein or 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 in any subsequently filed document which also is or 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.

         The relevant provisions of the statutes are sections 310 and 727 of the
Companies Act. Section 310 provides:

         `(1)  This section applies to any provision, whether contained in a
               company's articles or in any contract with the company or
               otherwise, for exempting any officer of the company or any person
               (whether an officer or not) employed by the company as auditor
               from, or indemnifying him against, any liability which by virtue
               of any rule of law would otherwise attach to him in respect of
               any negligence, default, breach of duty or breach of trust of
               which he may be guilty in relation to the company.

         (2)   Except as provided by the following subsection, any such
               provision is void.

         (3)   This section does not prevent a company:

               (a) from purchasing and maintaining for any such officer or
                   auditor insurance against any such liability, or

               (b) from indemnifying any such officer or auditor against any
                   liability incurred by him:

                   (i)   in defending any proceedings (whether civil or
                         criminal) in which judgement is given in his favour or
                         he is acquitted, or

                   (ii)  in connection with any application under section 144(3)
                         or (4) (acquisition of shares by innocent nominee) or
                         section 727 (general power to grant relief in case of
                         honest and reasonable conduct) in which relief is
                         granted to him by the court.'

         Section 727 provides:

         `(1)  If any proceedings for negligence, default, breach of duty or
               breach of trust against an officer of a company or a person
               employed by a company as auditor (whether he is or is not an
               officer of the company) it appears to the court hearing the case
               that that officer or person is or may be liable in respect of the
               negligence, default, breach of duty or breach of trust, but that
               he has acted honestly and reasonably, and that having regard to
               all the circumstances of the case (including those connected with
               his appointment) he ought fairly to be excused for the
               negligence, default, breach of duty or breach of trust, that
               court may relieve him, either wholly or partly, from his
               liability on such terms as it thinks fit.

         (2)   If any such officer or person as above-mentioned has reason to
               apprehend that any claim will or might be made against him in
               respect of any negligence, default, breach of duty or breach of
               trust, he may apply to the court for relief; and the court on the
               application has the same power to relieve him as under this
               section it would have had if it had been a court before which
               proceedings against that person for negligence, default, breach
               of duty or breach of trust had been brought.

         (3)   Where a case to which subsection (1) applies is being tried by a
               judge with a jury, the judge, after hearing the evidence, may, if
               he is satisfied that the defendant or defender ought in pursuance
               of that subsection to be relieved either in whole or in part from
               the liability sought to be enforced against him, withdraw the
               case in whole or in part from the jury and forthwith direct
               judgement to be entered for the defendant or defender on such
               terms as to costs or otherwise as the judge may think proper.'

         Article 168 of the Registrant's Amended and Restated Memorandum and
Articles of Association provides substantially as follows:

         `168  Right to indemnity

         168.1 Subject to the provisions of the Act, but without prejudice to
               any indemnity to which he may be otherwise entitled, every
               Director, alternate Director, Secretary of other officer of the
               Company shall be entitled to be indemnified out of the assets of
               the Company against all costs, charges, losses, damages and
               liabilities incurred by him in the actual or purported execution
               and/or discharge of his duties or exercise of his powers or
               otherwise in relation thereto, including (without prejudice to
               the generality of the foregoing) any liability incurred defending
               any proceedings (whether civil or criminal) which relate to
               anything done or omitted or alleged to have been done or omitted
               by him as an officer or employee of the Company and in which
               judgement is given in his favour or in which he is acquitted or
               which are otherwise disposed of without any finding or admission
               of any material breach of duty on his part or in connection with
               any application in which relief is granted to him by any court of
               competent jurisdiction from liability for negligence, default,
               breach of duty or breach of trust in relation to the affairs of
               the Company.'

Item 7. Exemption From Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

         4.1a  HSBC Holdings Savings-Related Share Option Plan: Overseas Section
               (incorporated herein by reference to Exhibit 4.1 of the
               Registrant's Form S-8 dated March 15, 2000).

         4.1b  HSBC Holdings Group Share Option Plan (incorporated herein by
               reference to Exhibit 4.1b of the Registrant's Form S-8 dated
               March 18, 2003).

         4.2   Amended and Restated Memorandum and Articles of Association of
               the Registrant (incorporated herein by reference to Exhibit 3 of
               the Registrant's Form F-3 dated November 25, 2002).

         5     Opinion of Norton Rose, UK counsel to the Registrant, as to the
               legality of the shares being registered.

         23.1  Consent of KPMG Audit Plc

         23.2  Letter of Awareness of KPMG Audit Plc

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 Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the 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 the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities 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.

                  (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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities 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 certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of London, England, on September 30, 2003.

                                          HSBC HOLDINGS PLC

                                          By: /s/ Ralph G. Barber
                                              -------------------------------
                                              Name: Ralph G. Barber
                                              Title: Secretary
<PAGE>
                  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 September 30, 2003.


     /s/ Sir John Bond                   /s/ Baroness Dunn
----------------------------------   ----------------------------------
 Name: Sir John Bond                  Name: Baroness Dunn, DBE
 Group Chairman                       Deputy Chairman
 Director                             Director
 (Principal Executive Officer)


     /s/ Sir Brian Moffat                /s/ S K Green
----------------------------------   ----------------------------------
 Name: Sir Brian Moffat, OBE          Name:  S K Green
 Deputy Chairman                      Director
 Director


     /s/ A W Jebson
----------------------------------   ----------------------------------
 Name: A W Jebson                     Name: W F Aldinger
 Group Chief Operating Officer        Director
 Director


     /s/ The Lord Butler                 /s/ R KF Ch'ien
----------------------------------   ----------------------------------
 Name: The Lord Butler, GCB, CVO      Name: R K F Ch'ien, CBE
 Director                             Director


     /s/ C F W de Croisset               /s/ W R P Dalton
----------------------------------   ----------------------------------
 Name: C F W de Croisset              Name: W R P Dalton
 Director                             Director


     /s/ D G Eldon                       /s/ D J Flint
----------------------------------   ----------------------------------
 Name: D G Eldon                      Name: D J Flint
 Director                             Group Finance Director
                                      Director
                                      (Principal Financial and
                                      Accounting Officer)


     /s/ W K L Fung                      /s/ S Hintze
----------------------------------   ----------------------------------
 Name: W K L Fung, OBE                Name: S Hintze
 Director                             Director


     /s/ Sir John Kemp-Welch             /s/ Lord Marshall
----------------------------------   ----------------------------------
 Name: Sir John Kemp-Welch            Name: Lord Marshall
 Non-Executive Director               Non-Executive Director


     /s/ Sir Mark Moody-Stuart           /s/ S W Newton
----------------------------------   ----------------------------------
 Name: Sir Mark Moody-Stuart, KCMG    Name: S W Newton
 Non-Executive Director               Non-Executive Director


     /s/ D H Sohmen                      /s/ C S Taylor
----------------------------------   ----------------------------------
 Name: D H Sohmen, OBE                Name: C S Taylor
 Non-Executive Director               Non-Executive Director


     /s/ Sir Brian Williamson            /s/ Philip S. Toohey
----------------------------------   ----------------------------------
 Name: Sir Brian Williamson, CBE      Name: Philip S. Toohey
 Non-Executive Director               Authorized U.S. Representative
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{"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": "333-109288", "film-number": "03917559"}, "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 September 30, 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                                98-0209906
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification Number)

                                 8 Canada Square
                             London E14 5HQ, England
                               011-44-20-7260-8000

    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

        HSBC Holdings Savings-Related Share Option Plan: Overseas Section

                      HSBC Holdings Group Share Option Plan

                            (Full Title of the Plan)

                                  ------------

                                Philip S. Toohey
                         HSBC Bank USA, One HSBC Center
                             Buffalo, New York 14203
                                 (716) 841-2473

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:

                               Ashar Qureshi, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                              55 Basinghall Street
                            London EC2V 5EH, England
                               011-44-20-7614-2200

                                  ------------

                                      CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                                            PROPOSED
                                                     PROPOSED MAXIMUM       MAXIMUM
  TITLE OF EACH CLASS OF                              OFFERING PRICE       AGGREGATE         AMOUNT OF
        SECURITIES                    AMOUNT TO BE      PER SHARE(2)        OFFERING        REGISTRATION
     TO BE REGISTERED                 REGISTERED(1)       PRICE(2)            FEE
-----------------------------------------------------------------------------------------------------------
Ordinary Shares, par value $0.50     9,760,802 shares      $ 13.399      $ 130,784,986.00    $10,580.51
   per share
-----------------------------------------------------------------------------------------------------------
(1)   Together with an indeterminate number of shares that may be necessary to
      adjust the number of shares reserved for issuance pursuant to the HSBC
      Holdings Savings-Related Share Option Plan: Overseas Section and the HSBC
      Holdings Group Share Option Plan (the "Plans") as the result of a stock
      split, stock dividend or similar adjustment of the outstanding ordinary
      shares of HSBC Holdings plc (the "Registrant").

(2)   Estimated solely for the purposes of calculation of the registration fee
      with respect to the shares being registered hereby pursuant to Rule 457(h)
      under the Securities Act of 1933, as amended (the "Securities Act"), on
      the basis of one-fifth of the average of the high and low reported prices
      of the American Depositary Shares representing the Registrant's ordinary
      shares reported on the New York Stock-Exchange-Composite Tape on September
      26, 2003. Each ADR is equal to five ordinary shares and the average of the
      high and low reported price for one ADR was $66.995 on September 26, 2003.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The reports listed below have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant and are
incorporated herein by reference to the extent not superseded by reports or
other information subsequently filed or furnished. All of the Registrant's
reports filed with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), after the
date of this Registration Statement and prior to filing a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such reports.

         (a) The Registrant's 2002 Annual Report on Form 20-F/A (No. 1-14930)
filed by the Registrant under the Exchange Act on March 6, 2003.

         (b) All of the Registrant's reports filed pursuant to Section 13 (a) or
15(d) of the Exchange Act since December 31, 2002.

         (c) The description of the Ordinary Shares is contained under the
caption "Description of Ordinary Shares" in the Registration Statement on Form
20-F (No. 1-14930) filed with the Commission on June 18, 1999 (the "1998 Form
20-F").

         Any statement contained herein or 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 in any subsequently filed document which also is or 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.

         The relevant provisions of the statutes are sections 310 and 727 of the
Companies Act. Section 310 provides:

         `(1)  This section applies to any provision, whether contained in a
               company's articles or in any contract with the company or
               otherwise, for exempting any officer of the company or any person
               (whether an officer or not) employed by the company as auditor
               from, or indemnifying him against, any liability which by virtue
               of any rule of law would otherwise attach to him in respect of
               any negligence, default, breach of duty or breach of trust of
               which he may be guilty in relation to the company.

         (2)   Except as provided by the following subsection, any such
               provision is void.

         (3)   This section does not prevent a company:

               (a) from purchasing and maintaining for any such officer or
                   auditor insurance against any such liability, or

               (b) from indemnifying any such officer or auditor against any
                   liability incurred by him:

                   (i)   in defending any proceedings (whether civil or
                         criminal) in which judgement is given in his favour or
                         he is acquitted, or

                   (ii)  in connection with any application under section 144(3)
                         or (4) (acquisition of shares by innocent nominee) or
                         section 727 (general power to grant relief in case of
                         honest and reasonable conduct) in which relief is
                         granted to him by the court.'

         Section 727 provides:

         `(1)  If any proceedings for negligence, default, breach of duty or
               breach of trust against an officer of a company or a person
               employed by a company as auditor (whether he is or is not an
               officer of the company) it appears to the court hearing the case
               that that officer or person is or may be liable in respect of the
               negligence, default, breach of duty or breach of trust, but that
               he has acted honestly and reasonably, and that having regard to
               all the circumstances of the case (including those connected with
               his appointment) he ought fairly to be excused for the
               negligence, default, breach of duty or breach of trust, that
               court may relieve him, either wholly or partly, from his
               liability on such terms as it thinks fit.

         (2)   If any such officer or person as above-mentioned has reason to
               apprehend that any claim will or might be made against him in
               respect of any negligence, default, breach of duty or breach of
               trust, he may apply to the court for relief; and the court on the
               application has the same power to relieve him as under this
               section it would have had if it had been a court before which
               proceedings against that person for negligence, default, breach
               of duty or breach of trust had been brought.

         (3)   Where a case to which subsection (1) applies is being tried by a
               judge with a jury, the judge, after hearing the evidence, may, if
               he is satisfied that the defendant or defender ought in pursuance
               of that subsection to be relieved either in whole or in part from
               the liability sought to be enforced against him, withdraw the
               case in whole or in part from the jury and forthwith direct
               judgement to be entered for the defendant or defender on such
               terms as to costs or otherwise as the judge may think proper.'

         Article 168 of the Registrant's Amended and Restated Memorandum and
Articles of Association provides substantially as follows:

         `168  Right to indemnity

         168.1 Subject to the provisions of the Act, but without prejudice to
               any indemnity to which he may be otherwise entitled, every
               Director, alternate Director, Secretary of other officer of the
               Company shall be entitled to be indemnified out of the assets of
               the Company against all costs, charges, losses, damages and
               liabilities incurred by him in the actual or purported execution
               and/or discharge of his duties or exercise of his powers or
               otherwise in relation thereto, including (without prejudice to
               the generality of the foregoing) any liability incurred defending
               any proceedings (whether civil or criminal) which relate to
               anything done or omitted or alleged to have been done or omitted
               by him as an officer or employee of the Company and in which
               judgement is given in his favour or in which he is acquitted or
               which are otherwise disposed of without any finding or admission
               of any material breach of duty on his part or in connection with
               any application in which relief is granted to him by any court of
               competent jurisdiction from liability for negligence, default,
               breach of duty or breach of trust in relation to the affairs of
               the Company.'

Item 7. Exemption From Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

         4.1a  HSBC Holdings Savings-Related Share Option Plan: Overseas Section
               (incorporated herein by reference to Exhibit 4.1 of the
               Registrant's Form S-8 dated March 15, 2000).

         4.1b  HSBC Holdings Group Share Option Plan (incorporated herein by
               reference to Exhibit 4.1b of the Registrant's Form S-8 dated
               March 18, 2003).

         4.2   Amended and Restated Memorandum and Articles of Association of
               the Registrant (incorporated herein by reference to Exhibit 3 of
               the Registrant's Form F-3 dated November 25, 2002).

         5     Opinion of Norton Rose, UK counsel to the Registrant, as to the
               legality of the shares being registered.

         23.1  Consent of KPMG Audit Plc

         23.2  Letter of Awareness of KPMG Audit Plc

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 Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the 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 the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities 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.

                  (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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities 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 certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of London, England, on September 30, 2003.

                                          HSBC HOLDINGS PLC

                                          By: /s/ Ralph G. Barber
                                              -------------------------------
                                              Name: Ralph G. Barber
                                              Title: Secretary
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 September 30, 2003.

     /s/ Sir John Bond                   /s/ Baroness Dunn
----------------------------------   ----------------------------------
 Name: Sir John Bond                  Name: Baroness Dunn, DBE
 Group Chairman                       Deputy Chairman
 Director                             Director
 (Principal Executive Officer)

     /s/ Sir Brian Moffat                /s/ S K Green
----------------------------------   ----------------------------------
 Name: Sir Brian Moffat, OBE          Name:  S K Green
 Deputy Chairman                      Director
 Director

     /s/ A W Jebson
----------------------------------   ----------------------------------
 Name: A W Jebson                     Name: W F Aldinger
 Group Chief Operating Officer        Director
 Director

     /s/ The Lord Butler                 /s/ R KF Ch'ien
----------------------------------   ----------------------------------
 Name: The Lord Butler, GCB, CVO      Name: R K F Ch'ien, CBE
 Director                             Director

     /s/ C F W de Croisset               /s/ W R P Dalton
----------------------------------   ----------------------------------
 Name: C F W de Croisset              Name: W R P Dalton
 Director                             Director

     /s/ D G Eldon                       /s/ D J Flint
----------------------------------   ----------------------------------
 Name: D G Eldon                      Name: D J Flint
 Director                             Group Finance Director
                                      Director
                                      (Principal Financial and
                                      Accounting Officer)

     /s/ W K L Fung                      /s/ S Hintze
----------------------------------   ----------------------------------
 Name: W K L Fung, OBE                Name: S Hintze
 Director                             Director

     /s/ Sir John Kemp-Welch             /s/ Lord Marshall
----------------------------------   ----------------------------------
 Name: Sir John Kemp-Welch            Name: Lord Marshall
 Non-Executive Director               Non-Executive Director

     /s/ Sir Mark Moody-Stuart           /s/ S W Newton
----------------------------------   ----------------------------------
 Name: Sir Mark Moody-Stuart, KCMG    Name: S W Newton
 Non-Executive Director               Non-Executive Director

     /s/ D H Sohmen                      /s/ C S Taylor
----------------------------------   ----------------------------------
 Name: D H Sohmen, OBE                Name: C S Taylor
 Non-Executive Director               Non-Executive Director

     /s/ Sir Brian Williamson            /s/ Philip S. Toohey
----------------------------------   ----------------------------------
 Name: Sir Brian Williamson, CBE      Name: Philip S. Toohey
 Non-Executive Director               Authorized U.S. Representative