FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                        Report of Foreign Private Issuer
                    Pursuant to Rule 13a - 16 or 15d - 16 of
                      the Securities Exchange Act of 1934

                          For the month of August 2005

                               HSBC Holdings plc

                              42nd Floor, 8 Canada
                        Square, London E14 5HQ, England


(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).

                          Form 20-F X Form 40-F ......

(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934).

                                Yes....... No X


(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ..............)






THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about this document or as to the action you should take, you should
consult a stockbroker, solicitor, accountant or other appropriate independent
professional adviser. 

If you sold or transferred all or some of your ordinary shares on or before 17
May 2005, but those shares are included in the number shown in box 1 on the
accompanying Form of Election or Entitlement Advice, you should, without delay,
consult the stockbroker or other agent through whom the sale or transfer was
effected for advice on the action you should take. 

The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this document, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this document. 
 
 
31 August 2005
 
Dear Shareholder
 
SCRIP DIVIDEND SCHEME AND PAYMENT OF DIVIDENDS IN UNITED STATES DOLLARS,
STERLING OR HONG KONG DOLLARS 

On 1 August 2005, your Directors declared a second interim dividend for 2005 of
US$0.14 per ordinary share, payable on 5 October 2005. You may elect to receive:

1. a scrip dividend of new shares at a 'Market Value' of US$16.2305 (GBP9.032) 
   per share;
2. a cash dividend in United States dollars, sterling, or Hong Kong dollars; or

3. combinations of cash and scrip dividends.

For illustration, using the exchange rates on 23 August 2005, the second interim
dividend  in  sterling  and Hong Kong  dollars  would  have  been  approximately
GBP0.078 and  HK$1.09.  The precise  amounts  which will be payable per ordinary
share in  either  sterling  or Hong  Kong  dollars  on 5  October  2005  will be
converted  from United States  dollars using the exchange  rates on 26 September
2005 as explained on page 2. Please read this letter carefully.
 
1.      Scrip dividend 

If you have already given standing  instructions to receive new shares under the
Scrip Dividend  Scheme,  you will find an Entitlement  Advice enclosed with this
letter. You need take no further action if you wish to receive the number of new
shares  shown  on the  Entitlement  Advice.  If you do not wish to  receive  the
maximum entitlement to new shares, a letter revoking your standing  instructions
must be received by the appropriate Registrars,  at the address given on page 8,
by close of business on 21 Septemer  2005.  If you wish to receive new shares in
respect  of only  part of this  dividend,  or if you wish to  receive  your cash
dividend in any  combination  of United States  dollars,  sterling and Hong Kong
dollars, please also ask the Registrars for a Form of Election in time to return
it to them by 21  September  2005.  

If you have not  previously  given standing  instructions  to receive new shares
under the Scrip  Dividend  Scheme and you wish to receive  new shares in lieu of
the cash dividend,  you should  complete and sign the Form of Election  enclosed
with this  letter and return it to the  appropriate  Registrars,  at the address
given on page 8, by 21 September  2005. If you take no action,  you will receive
the dividend in cash in the currency indicated on the Form of Election.  We will
calculate  your  entitlement  to new shares using a 'Market Value' of US$16.2305
(GBP9.032)  for each new share.  An  explanation  of the  calculation of 'Market
Value' and the basis of allotment of new shares is set out in paragraphs 2 and 3
of the Appendix to this letter.  Since fractions of shares cannot be issued,  if
you have elected to receive the maximum  entitlement to new shares, any residual
dividend entitlement will be carried forward in United States dollars. This will
be added to the next  dividend  to  determine  the  number  of new  shares to be
received on that occasion.  Residual dividend  entitlements carried forward will
not bear interest.
 
 
HSBC Holdings plc 

Registered Office and Group Head Office: 
8 Canada Square, London E14 5HQ, United Kingdom 

Web: www.hsbc.com 

Incorporated in England with limited liability. 
Registered in England: number 617987 

                                       1


The scrip  dividend  alternative  will enable  shareholders  to  increase  their
holdings of shares without incurring dealing costs or stamp duty.  However,  the
scrip dividend on shares held through the American  Depositary Receipt programme
or Euroclear  France,  the settlement and central  depositary  system in France,
will be subject to Stamp Duty Reserve Tax,  currently 1.5 per cent of the Market
Value. To the extent that shareholders  elect to receive new shares, the Company
will  benefit by  retaining  cash  which  would  otherwise  be payable by way of
dividend.  The  Appendix to this  letter sets out details of the Scrip  Dividend
Scheme and provides a general  outline of the tax  considerations  in the United
Kingdom and overseas.

Please read the next section regarding the payment of dividends in cash, even if
you wish to receive your dividend in the form of new shares.
 
2.     Cash dividend 

If your shares were recorded on the  Principal  Register at close of business on
19 August 2005, you will  automatically  receive any dividends payable to you in
cash in  sterling,  unless you have  previously  elected  to receive  payment in
United States dollars or Hong Kong dollars.  However,  if your address is in the
United States you will  automatically  receive any  dividends  payable to you in
cash in United States  dollars,  unless you have  previously  elected to receive
payment in Hong Kong dollars or sterling.

If your shares were recorded on the Hong Kong Overseas  Branch Register at close
of business on 19 August  2005,  you will  automatically  receive any  dividends
payable to you in cash in Hong Kong dollars,  unless you have previously elected
to receive payment in United States dollars or sterling.

If your shares were recorded on the Bermuda Overseas Branch Register at close of
business on 19 August 2005, you will automatically receive any dividends payable
to you in cash in United States dollars,  unless you have previously  elected to
receive payment in Hong Kong dollars or sterling.

The  currency  in which any  dividends  payable to you in cash are to be paid is
stated on the accompanying  Form of Election or Entitlement  Advice. If you wish
to give  standing  instructions  to receive  such  dividends in one of the other
available currencies (United States dollars, sterling or Hong Kong dollars), you
should  complete the One Currency  Election on page 2 of the Form of Election or
Entitlement  Advice.  Completion of the One Currency  Election will not revoke a
standing  instruction to receive the maximum entitlement to new shares under the
Scrip Dividend Scheme.
 
3.     Combinations of cash and scrip dividends 

If you  wish  to  receive  this  dividend  in a  combination  of  the  available
currencies or in a combination of cash and new shares, you must complete Section
B on page 1 of the Form of Election.  If you have received an Entitlement Advice
with  this  letter  and not a Form of  Election,  and you wish to  receive  your
dividend  in cash,  in any  combination  of the  available  currencies,  or in a
combination  of  cash  and new  shares,  you  should  write  to the  appropriate
Registrars, at the address given on page 8, to revoke your standing instructions
for scrip  dividends  and to request a Form of  Election in time to return it to
them by 21 September 2005.
 
Dividends  payable in  sterling or Hong Kong  dollars on 5 October  2005 will be
converted  from United States  dollars at the forward  exchange  rates quoted by
HSBC Bank plc in London at or about 11.00 am on 26 September  2005. The exchange
rates will be announced to the London,  Hong Kong,  New York,  Paris and Bermuda
stock exchanges.

Dividend warrants and, where applicable,  new share certificates are expected to
be mailed to shareholders on or about 5 October 2005.

Whether  you  elect  to  receive  your  dividends  in cash or in  shares,  it is
recommended  that you complete and return the Dividend  Payment  Instruction  on
page 2 of the  accompanying  Form of Election or Entitlement  Advice so that any
dividends  payable  to you in cash can be sent to your  bank  account(s)  as you
require.  It  is  not  necessary  for  you  to  complete  the  Dividend  Payment
Instruction if you have already given instructions for cash dividends to be sent
direct to your bank account and you do not wish to change those instructions.
 
Yours sincerely
 
 
R G Barber
Group Company Secretary 
                                       2

APPENDIX 
SCRIP DIVIDEND SCHEME ('THE SCHEME') 

1.     Terms 

The  Scheme,  authority  for which  shareholders  renewed at the Annual  General
Meeting on 31 May 2002 for a further five-year period,  will apply in respect of
the second interim dividend for 2005.

Holders of ordinary shares on the Principal Register as at the close of business
in England on 20 May 2005 or on the Hong Kong Overseas Branch Register as at the
close of  business  in Hong Kong on 19 August  2005 or on the  Bermuda  Overseas
Branch Register as at close of business in Bermuda on 19 August 2005 (other than
those  shareholders  referred  to below)  will be able to elect to  receive  new
shares in respect of all or part of their  holdings of shares  (see  paragraph 3
below) as an alternative  to receiving the second  interim  dividend for 2005 of
US$0.14 per share in cash.

The new ordinary shares will be issued subject to the Memorandum and Articles of
Association  of the  Company  and will rank  equally  with the  existing  issued
ordinary shares in all respects.

2.     Market Value 

The  'Market  Value' is the  average of the  middle  market  quotations  for the
ordinary shares on the London Stock Exchange, as derived from the Daily Official
List,  for the five business days  beginning on 17 August 2005 (the day on which
the shares were first  quoted  ex-dividend).  Since the  dividend is declared in
United States dollars,  the average of the middle market  quotations of GBP9.032
was then  converted into United States dollars using the exchange rate quoted by
HSBC Bank plc in London at 11.00 am on 23 August  2005,  giving the Market Value
of US$16.2305 for each new share.

3.     Basis of allotment and examples 

Your entitlement to new shares is based on: 

     (a)     the Market Value (as defined in paragraph 2 above) of US$16.2305
             per share; 

     (b)     the cash dividend of US$0.14 per share; and 

     (c)     the number of shares held by you on 19 August 2005 ('the record
             date'). 

The formula used for calculating your entitlement is as follows: 

Number  of  shares  held at the  record  date x cash  dividend  per  share + any
residual dividend  entitlement  brought forward = maximum dividend available for
share election


Maximum dividend available = maximum number of new shares (rounded to the 
__________________________   nearest whole number) 
Market Value 

You may elect to receive new shares in respect of all or part of your holding of
ordinary shares. No fraction of a share will be issued.

If you  elect to  receive  the  maximum  number  of new  shares  in lieu of your
dividend, a residual dividend entitlement may arise, representing the difference
between  the total  Market  Value of the new  shares  and the  maximum  dividend
available on your  shareholding.  This  residual  dividend  entitlement  will be
carried forward in United States dollars (without interest) to the next dividend
(see Example 1).

If you choose to take only part of your dividend as new shares, you will receive
the balance in cash (see Example 2).

     Example 1 

If you have 1,000 ordinary shares,  your maximum  entitlement will be calculated
as follows:

     Your cash dividend (1,000 x US$0.14)                              US$140.00

     Plus residual dividend entitlement brought forward (say)           US$ 4.00

     Maximum dividend available                                        US$144.00

                                 US$144.00
                                 _________
     Number of new shares     =              =8.87219             = 8 new shares
                                 US16.2305

     Total Market Value of 8 new shares = 8 x US$16.2305               US$129.85

     Plus residual dividend entitlement carried forward 
     (US$144.00 - US$129.85)                                           US$ 14.15

                                                                       US$144.00

     Example 2 

If you have 1,000 ordinary shares and a residual  dividend  entitlement  brought
forward of, say,  US$4.00,  your maximum  entitlement  will be 8 new shares,  as
shown in Example 1.  Should you wish to receive  only 5 new  shares,  you should
insert  this  number  in the  appropriate  box in  Section  B (i) on the Form of
Election. The cash balance due to you would then be calculated as follows:

     Your cash dividend (1,000 x US$0.14)                              US$140.00

     Plus residual dividend entitlement brought forward (say)           US$ 4.00

     Maximum dividend available                                        US$144.00
      
     Total Market Value of 5 new shares = 5 x US$16.2305               US$ 81.16

Plus cash balance (US$144.00 - US$81.16)                               US$ 62.84

                                                                       US$144.00

                                       3

In addition to the 5 new  ordinary  shares,  you will  receive a cash balance of
US$62.84.  The cash balance will be paid to you in the currency indicated in box
4 on the Form of  Election,  unless you give  instructions  to the  contrary  by
indicating the  currency/currencies you wish to receive in the boxes in Sections
B (iii) to B (v).  An example of how  Section B of a Form of  Election  might be
completed is given below.

                                                                                
Section B - Complete this section if you wish to receive your        
            dividend in cash in a combination of the available currencies or in 
            a combination of cash and new shares                                

I/We wish to receive my/our dividend in shares and/or in cash as follows:       

       in shares                                                                

                5 Shares
                                                                                
  US$       81.16                                                               
                                                                                
  US$       20.95                                                               
                                                                                
  US$       20.95                                                               
                                                                                
  US$       20.94                                                               
                                                                                
  US$      144.00                                                               
                                                                                
       (i)  please insert the number of new shares you wish to receive
            (see box 3 above for maximum)                                       

       (ii) total value of new shares you wish to receive                   
            (number of new shares in (i) above x US$16.2305)                    

       in cash                                                                  

       (iii)     in US$                                                         
                                                                                
       (iv)     in sterling, the equivalent of (please insert US$ amount)       
                                                                                
       (v)     in HK$, the equivalent of (please insert US$ amount)             
                                                                                
       Maximum dividend available (the sum of (ii) + (iii) + (iv) + (v))        
 
4.     Payment of residual dividend entitlements 

Residual dividend entitlements will be payable in cash (without interest) if, at
any time, you:

     -     dispose of your entire holding; or 

     -     make an election in respect of part only of your holding; or 

     -     receive the full cash dividend on the whole of your holding; or 

     -     revoke your standing instructions to receive scrip dividends; or 
           so request in writing to the appropriate Registrars. 

5.     How to participate in the Scheme 

(a) If you have already given standing  instructions to receive new shares under
the Scheme,  you will find an Entitlement  Advice enclosed with this letter. You
need take no further action unless you wish to revoke your standing instructions
or to elect to receive a smaller  number of new shares.  If you do not  formally
revoke your standing  instructions  by 21 September  2005,  you will receive the
number of new  ordinary  shares shown in box 2 on the  accompanying  Entitlement
Advice.

If you do not wish to  receive  new  shares,  a  letter  revoking  the  standing
instructions  to receive  scrip  dividends  must be received by the  appropriate
Registrars at the address given on the  Entitlement  Advice by close of business
on 21 September  2005. A cash dividend will then be paid on your entire  holding
in the currency shown in box 5 on the Entitlement Advice. If, however,  you wish
to receive new shares in respect of only part of this dividend or if you wish to
receive any dividend payable to you in cash in a currency/currencies  other than
that shown in box 5 on the  Entitlement  Advice,  please also ask the Registrars
for a Form of Election in time to return it to them by 21 September 2005. In any
event,  if you revoke  your  standing  instructions  you will  receive a Form of
Election for any future dividends to which the Scheme applies.

(b) If you have not previously given standing instructions to receive new shares
under the Scheme and you wish to receive  new shares in lieu of a cash  dividend
on this occasion  only, an election to participate in the Scheme must be made on
the accompanying Form of Election. The Form is issued to shareholders registered
as at 19 August 2005 and should be read in conjunction with this letter.  If you
wish to  elect  to  receive  the  maximum  entitlement  to new  shares  for this
dividend,  you may do so by  inserting  a 'u' in the box in Section A (i) of the
Form of  Election.  If you wish to elect to  receive a smaller  number of shares
than the maximum  entitlement,  you should complete Section B of the Form. To be
valid in respect of the dividend  payable on 5 October  2005, a Form of Election
must be  completed  correctly,  signed and  received  by the  Registrars  at the
address given on page 2 of the Form by close of business on 21 September 2005.

                                       4

(c) If you have not previously given standing instructions to receive new shares
under the Scheme and you wish to receive the maximum  entitlement  to new shares
automatically for this and for subsequent dividends to which the Scheme applies,
you  may  do so by  inserting  a 'u'  in  the  box  in  Section  A  (ii)  of the
accompanying  Form of Election  and then signing and  returning  the Form to the
Registrars at the address given on page 2 of the Form.

Completion  of  Section A (ii) of the Form will  ensure  that you  receive  your
maximum entitlement to new shares offered in lieu of the second interim dividend
for 2005 payable on 5 October 2005 and for subsequent  dividends.  Your standing
instructions  may be revoked at any time by giving  signed  notice in writing to
the appropriate Registrars. However, such revocation will take effect in respect
of an offer of shares in lieu of a cash  dividend only if the notice is received
on or before the final date for  receipt of Forms of Election in respect of that
dividend. Your standing instructions will lapse automatically if at any time you
cease to hold any ordinary shares.
 



ON THE ASSUMPTION  THAT NO RESIDUAL  DIVIDEND  ENTITLEMENT  IS BROUGHT  FORWARD,
SHAREHOLDERS  WITH A HOLDING  AS AT 19 AUGUST  2005 OF FEWER  THAN 116  ORDINARY
SHARES WHO HAVE GIVEN STANDING  INSTRUCTIONS TO RECEIVE SCRIP DIVIDENDS,  OR WHO
MAKE AN ELECTION TO RECEIVE SCRIP DIVIDENDS,  WILL NOT RECEIVE ANY NEW SHARES ON
THIS OCCASION AND WILL HAVE THEIR DIVIDEND ENTITLEMENT CARRIED FORWARD IN UNITED
STATES DOLLARS (WITHOUT INTEREST) AS DESCRIBED ON PAGE 1.

6.     Overseas shareholders 

No  person  receiving  a copy of this  document  or a Form  of  Election  in any
jurisdiction  outside the United  Kingdom ('UK') or Hong Kong may treat the same
as  offering a right to elect to  receive  new shares  unless  such offer  could
lawfully be made to such person  without  the Company  being  required to comply
with any governmental or regulatory procedures or any similar formalities. It is
the  responsibility  of any  person  outside  the UK and Hong Kong who wishes to
receive  new  shares  under the Scheme to comply  with the laws of the  relevant
jurisdiction(s),  including the obtaining of any  governmental or other consents
and compliance with all other formalities.  It is also the responsibility of any
person who  receives  new shares in lieu of a cash  dividend  to comply with any
restrictions on the resale of the shares which may apply outside the UK and Hong
Kong.  For  example,  shareholders  in Ontario  who have scrip  dividend  shares
allotted to them must ensure that the first trade of their scrip dividend shares
is executed on a stock exchange outside Canada.

7.     Issue of share certificates and listing of new shares 

Application  will be made to the UK Listing  Authority  and to the London  Stock
Exchange for the new shares to be admitted to the  Official  List and to trading
respectively,  to the Stock Exchange of Hong Kong for listing of, and permission
to deal in,  the new  shares,  and to the New  York,  Paris  and  Bermuda  stock
exchanges for listing of the new shares.

Existing  ordinary  shares  on the  Principal  Register  may be held  either  in
certificated form, or in uncertificated  form through CREST. Where a shareholder
has holdings of ordinary shares in both  certificated and  uncertificated  form,
each  holding  will  be  treated  separately  for  the  purpose  of  calculating
entitlements to new shares.

Definitive  share  certificates  for the new shares  issued  under the Scheme in
respect  of  holdings  in  certificated  form  are  expected  to  be  mailed  to
shareholders  entitled thereto at their risk on 5 October 2005, at the same time
as warrants in respect of the cash dividend are mailed.  New shares issued under
the Scheme in respect of holdings  of shares  which are in  uncertificated  form
will also be issued in  uncertificated  form.  The Company  will arrange for the
relevant  shareholders'  stock  accounts  in  CREST  to  be  credited  with  the
appropriate numbers of new shares on 5 October 2005.

Dealings in the new shares in London,  Hong Kong, Paris and Bermuda,  and in the
American Depositary Shares in New York, are expected to begin on 5 October 2005.

8.     If you have sold or transferred your shares 

If you sold or transferred  all or some of your ordinary  shares on or before 16
August  2005 (the date on which  the  shares  eligible  for the  second  interim
dividend  for 2005 were last quoted  cum-dividend  on the London,  Hong Kong and
Bermuda  stock  exchanges),  but those shares are  nevertheless  included in the
number  shown  in box 1 on the  accompanying  Form of  Election  or  Entitlement
Advice,  you  should,  without  delay,  consult the  stockbroker  or other agent
through  whom the sale or  transfer  was  effected  for advice on the action you
should take.

9.     General 

If all  shareholders  were to elect to take up their  entitlements to new shares
under the Scheme in respect of the first interim  dividend for 2005,  97,461,042
new shares  would be issued,  representing  an  increase of 0.88 per cent in the
issued ordinary share capital of the Company as at 22 August 2005.

The total cost of the second interim  dividend for 2005,  ignoring any elections
for the scrip alternative, is approximately US$1,582 million. The applicable tax
credit is the sterling equivalent of approximately US$176 million.

Whether or not it is to your  advantage to elect to receive new ordinary  shares
in lieu of a cash  dividend  or to elect to  receive  payment  in United  States
dollars,  sterling or Hong Kong dollars is a matter for  individual  decision by
each  shareholder.  HSBC  Holdings  cannot  accept any  responsibility  for your
decision.  The effect on the tax position of any shareholder will depend on that
shareholder's  particular  circumstances.  If you are in any doubt as to what to
do, you should consult your professional advisers.

No acknowledgement of receipt of a Form of Election will be issued.

                                       5

10.     Tax return 

To assist shareholders who receive a scrip dividend, we will send a Notional Tax
Voucher  which may be needed for tax returns.  This will  contain the  following
particulars:

*  number of ordinary shares held at close of business on 19 August 2005 
*  number of new ordinary shares allotted 
*  total dividend payable 
*  residual dividend entitlement (if any) brought forward from previous dividend
*  residual dividend entitlement (if any) carried forward to the next dividend 
*  cash equivalent of the new shares allotted 
*  amount of UK income tax treated as paid on the new shares.

11.     Taxation 

The precise tax  consequences  for a  shareholder  receiving a cash  dividend or
electing to receive new shares in lieu of a cash  dividend  will depend upon the
shareholder's own individual  circumstances.  The following is a general outline
of the  tax  consequences  in the UK and  overseas,  based  on  current  law and
practice.

No tax is currently withheld from dividends paid by the Company.  Such dividends
carry a tax credit equal to one-ninth of the dividend.

(i)     Cash dividends 

UK resident individuals 

Individual  shareholders,  who are  resident  in the UK for tax  purposes,  will
generally be subject to income tax on the  aggregate  amount of the dividend and
associated  tax credit.  For example,  on a cash dividend of US$90 an individual
would be  treated  as having  received  dividend  income  equal to the  sterling
equivalent of both the US$90 dividend  received and the associated tax credit of
US$10 and as having paid income tax equal to the  sterling  equivalent  of US$10
(the associated tax credit).

Individual  shareholders  who are liable to income tax at the  starting  rate or
basic rate only will have no further  tax to pay, as the tax  liability  will be
fully extinguished by the associated tax credit.

Individual shareholders who are not liable to income tax are not able to recover
the tax credit.

Individual  shareholders subject to income tax at the higher rate will be liable
to tax at a rate of 32.5  per  cent on the  aggregate  of the  dividend  and the
associated tax credit. For example, if a higher rate tax payer were to receive a
dividend of US$90,  he/she would for income tax purposes be treated as receiving
dividend  income equal to the  sterling  equivalent  of both the US$90  dividend
received and the associated tax credit of US$10. The related tax liability would
be the sterling equivalent of US$32.50. However, the associated tax credit equal
to the  sterling  equivalent  of US$10 would be set  against the tax  liability,
leaving  the  individual  with  net  tax to pay of the  sterling  equivalent  of
US$22.50.

UK resident trustees 

Trustees of discretionary  trusts, which are usually liable to pay income tax at
the rate of 40 per cent may be  required  to account  for  additional  tax on UK
dividend  income at 32.5 per cent of the  aggregate  amount,  against  which the
effective 10 per cent tax credit may be offset.

UK resident companies 

Corporate  shareholders  (other than certain  insurance  companies and companies
which hold  shares on trading  account)  are not  liable to  corporation  tax or
income tax in respect of dividends received from the Company.

Non-UK residents 

Generally, non-UK residents will not be subject to any UK taxation in respect of
UK dividend income nor will they be able to recover the associated tax credit.

Non-UK resident  shareholders  may be subject to tax on UK dividend income under
any law to  which  that  person  is  subject  outside  the UK.  Non-UK  resident
shareholders  should  consult  their  own tax  advisers  with  regard  to  their
liability to taxation in respect of the cash dividend.

There are special rules which apply to non-UK resident  discretionary  trusts in
receipt of UK dividends.

(ii)     Scrip dividends 

UK resident individuals 

The tax consequences of electing to receive new shares in lieu of a dividend are
similar to those of receiving cash dividends.

Individual  shareholders  who  elect to  receive  new  shares  in lieu of a cash
dividend  will be treated as having  received  income of an amount  which,  when
reduced by income tax at the starting  rate  (currently 10 per cent) is equal to
the 'cash  equivalent'  which would have been  received  had they not elected to
receive new shares.  For example if a shareholder  elected to receive new shares
in lieu of a US$90 cash  dividend,  they would for UK tax purposes be treated as
receiving income of US$100 and as having paid tax equivalent to US$10.


                                       6

Individual  shareholders  who are liable to income tax at the  starting  rate or
basic rate only will have no further tax to pay. Individual  shareholders liable
to tax at the higher  rate will be liable to pay  additional  tax at the rate of
22.5 per cent of the aggregate of the cash  equivalent and associated tax credit
(which equates to the sterling equivalent of US$22.50 in the example above).

The Inland  Revenue may,  however,  substitute the market value of the shares on
the  first  day they are  dealt  on the  London  Stock  Exchange  for the  'cash
equivalent' if the two figures  substantially  differ.  Inland  Revenue  current
practice is to interpret  'substantially' as representing a difference of 15 per
cent or more of the market value.

For  capital  gains tax  purposes  the new shares  will be treated as a separate
holding.  The base cost of these shares will equal the 'cash  equivalent' or, if
substantially different, the market value on the first day of dealing.
 
UK resident trustees 

Trustees of discretionary  trusts liable to account for income tax on the income
of the trust will be treated as having  received gross income equal to the 'cash
equivalent'  as described  above.  Any tax liability  will be calculated in line
with the cash dividend treatment described above (tax at a rate of 32.5 per cent
being partially offset by the effective 10 per cent tax credit).

UK resident companies 

Corporate  shareholders  will not be liable to corporation tax on the receipt of
new shares. For capital gains tax purposes the base cost of these shares will be
nil.

UK resident gross funds/charities 

There is no entitlement, for either a gross fund or charity, to a tax credit and
consequently no claim to recover the tax credit will be possible.

Non-UK residents 

Individual  shareholders  will be treated for UK tax purposes as having received
income of an amount  which,  when  reduced  by income tax at the  starting  rate
(currently 10 per cent) is equal to the 'cash  equivalent' which would have been
received had they not elected to receive new shares.  No UK tax assessment  will
be made on such individuals, but the tax credit cannot be recovered.

However,  a non-UK resident  shareholder may be subject to tax on the new shares
received  under any law to which that person is subject  outside the UK.  Non-UK
resident shareholders should consult their own tax advisers with regard to their
liability to taxation in respect of the new shares.

Residual dividend entitlement 

Under current  legislation,  a UK resident shareholder will not be subject to UK
tax on any  amount  carried  forward as a residual  dividend  entitlement  until
either a new share or cash is  received.  The tax  treatment of the new ordinary
share  will be the same as that of any other new  ordinary  share  issued at the
same  time as a scrip  dividend.  Any  payment  in cash  will be taxed as a cash
dividend.

                                        7


                              Timetable of events
 


                                                                                                         

American Depositary Shares quoted ex-dividend in New York                                        17 August 2005
Shares quoted ex-dividend in London, Hong Kong and Bermuda                                       17 August 2005
Record date for the first interim dividend for 2005                                              19 August 2005
Shares quoted ex-dividend in Paris                                                               22 August 2005
FINAL DATE FOR RECEIPT BY REGISTRARS OF FORMS OF ELECTION
AND REVOCATIONS OF STANDING INSTRUCTIONS FOR SCRIP DIVIDENDS                                  21 September 2005
Exchange rate determined for payment of dividends in sterling and Hong Kong dollars           26 September 2005
Payment date - dividend warrants mailed; new share certificates or Bermuda Overseas
Branch Register Transaction Advices and Notional Tax Vouchers mailed; shares
credited to stock accounts in CREST                                                              5 October 2005
Expected first day of dealings in new shares in London, Hong Kong, Paris and Bermuda; and
in American Depositary Shares in New York                                                        5 October 2005





Further copies of this letter, replacement Forms of Election and a Chinese
translation of this and future documents may be obtained from the Registrars 
 
 
 
Principal Register                      Hong Kong Overseas Branch Register 

Computershare Investor Services PLC     Computershare Hong Kong Investor
                                        Services Limited 
PO Box 1064                             Hopewell Centre, 46th Floor      
The Pavilions                           183 Queen's Road East 
Bridgwater Road                         Wan Chai 
Bristol                                 Hong Kong 
BS99 3FA 
United Kingdom 
Telephone: (44) 0870 702 0137           Telephone: 2862 8555 
 
 
Bermuda Overseas Branch Register        US Shareholder helpline 

Corporate Shareholder Services          Telephone: 1 866 299 4242 
The Bank of Bermuda Limited 
6 Front Street 
Hamilton HM 11 
Telephone: 299 6737

Within this document the Hong Kong Special Administrative Region of the
People's Republic of China has been referred to as 'Hong Kong'. 

The Directors of HSBC Holdings plc are Sir John Bond, Baroness Dunn*, Sir Brian
Moffat+, S K Green, A W Jebson, Lord Butler+, R K F Ch'ien+, J D Coombe+, R A
Fairhead+, D J Flint, W K L Fung+, M F Geoghegan, S Hintze+, J W J
Hughes-Hallett+, Sir John Kemp-Welch+, Sir Mark Moody-Stuart+, S W Newton+, H
Sohmen* and Sir Brian Williamson+. 
 
* Non-executive Director 
+ Independent non-executive Director 



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               HSBC Holdings plc

                                                By:
                                                Name:  P A Stafford
                                                Title: Assistant Group Secretary
                                                Date:  31 August 2005