SecProbe.io

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            November 29, 2005

Mail Stop 4561

By mail and facsimile to 44-20-7992-4872

Mr. Douglas J. Flint
Group Finance Director
HSBC Holdings plc
8 Canada Square
London E14 5HQ
United Kingdom

Re:	HSBC Holdings plc
	Form 20-F filed March 4, 2005
	File No. 1-14930

Dear Mr. Flint:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise future filings in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

*    *    *    *    *    *    *

Form 20-F filed March 4, 2005

Consolidated Financial Statements

Note 49 - Differences between UK GAAP and US GAAP, page 322

1. We note your disclosure on page 344 that with the exception of
certain subsidiaries in North America, you have not elected to
satisfy the prescriptive hedge documentation requirements of SFAS
133
in respect of external derivative contracts.  In situations where
the
hedge documentation requirements of SFAS 133 have not been met,
please tell us if you designate the derivative contracts as
economic
hedges (with gains and losses recognized directly into earnings)
in
accordance with paragraph 18(a) of SFAS 133 or if you continue to
account for these contracts as fair value or cash flow hedges.
Please also revise future filing disclosures to clarify your
accounting treatment in this area.

2. We note your disclosure on page 344 that when the critical
terms
of the hedge instrument are identical to the hedge item at hedge
inception date, the short-cut method of assessing hedge
ineffectiveness is used for fair value hedges of certain fixed
rate
assets and liabilities.  We infer from your disclosures that you
use
the long haul method only for a small number of your fair value
hedges.  In order for us to more fully understand how you apply
the
short-cut method, please tell us the following for each of your
short-cut fair value hedging relationships:

* hedging instrument;

* hedged item;

* how the hedging relationship meets all of the conditions
required
by paragraph 68 of SFAS 133 to allow use of the short-cut method;
and

* how each hedging relationship for prepayable assets and
liabilities, if applicable, complies with paragraph 68(d) of SFAS
133
as amended.

*    *    *    *    *    *    *

Please respond to these comments within 10 business days or tell
us
when you will provide us with a response.  Please furnish a cover
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

        We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

        In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lisa Haynes, Staff Accountant at (202) 551-
3424
or me at (202) 551-3492 if you have questions.

								Sincerely,

	                        	John P. Nolan
			Accounting Branch Chief

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Mr. Douglas J. Flint
HSBC Holdings plc
November 29, 2005
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