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 December, 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- ..............)




                                                                6 December 2005

Dear Shareholder

SCRIP DIVIDEND SCHEME AND PAYMENT OF DIVIDENDS IN UNITED STATES DOLLARS, 
STERLING OR HONG KONG DOLLARS

On 7 November 2005,  your Directors  declared a third interim  dividend for 
2005 of US$0.14 per ordinary  share,  payable on 19 January 2006. You may elect 
to receive:
1.  a scrip dividend of new shares at a 'Market Value' of US$16.2150 (GBP9.40) 
    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 29  November  2005,  the third
interim dividend in sterling and Hong Kong dollars would have been approximately
GBP0.081 and  HK$1.086.  The precise  amounts which will be payable per ordinary
share in  either  sterling  or Hong  Kong  dollars  on 19  January  2006 will be
converted  from United States dollars using the exchange rates on 9 January 2006
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 4 January  2006.  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 4 January 2006.
     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 4 January  2006.  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$16.2150  (GBP9.40) 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

                                                                        115I6E


     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 25 November 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 25 November 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 25 November 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 4 January 2006.


     Dividends  payable in sterling or Hong Kong dollars on 19 January 2006 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 9 January 2006.  
     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 19 January 2006.  
     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



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 third interim dividend for 2005.
     Holders of  ordinary  shares on the  Principal  Register as at the close of
     business in England on 25 November 2005 or on the Hong Kong Overseas Branch
     Register as at the close of business in Hong Kong on 25 November 2005 or on
     the Bermuda  Overseas Branch Register as at close of business in Bermuda on
     25 November 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 third 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 23 November 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 GBP9.40 was then converted into United States dollars
     using the exchange rate quoted by HSBC Bank plc in London at 11.00 am on 29
     November 2005, giving the Market Value of US$16.2150 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$16.2150 
          per share;
     (b)  the cash dividend of US$0.14 per share; and
     (c)  the number of shares held by you on 25 November 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   = __________ =8.8807                  = 8 new shares
                             US$16.2150
    Total Market Value of 8 new shares = 8 x US$16.2150               US$129.72
    Plus residual dividend entitlement carried forward 
    (US$144.00 - US$129.72)                                            US$14.28
                                                                     __________
                                                                      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$16.2150              US$  81.08
    Plus cash balance (US$144.00 - US$81.08)                         US$  62.92
                                                                    ___________
                                                                      US$144.00
                                                                    ___________
                                                                    ___________

     In addition to the 5 new ordinary  shares,  you will receive a cash balance
     of US$62.92. 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$          81.08


US$          20.97


US$          20.97


US$          20.98


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$16.2150)

    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 4 January 2006, 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 4 January  2006. 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 4
          January 2006. 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 25 November 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 'X' 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 19 January
          2006,  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 4 January 2006.

     (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
          'X' 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 third
          interim  dividend  for  2005  payable  on  19  January  2006  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 25  NOVEMBER  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 19 January 2006, 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 19 January 2006.
     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 
     19 January 2006.
8.   If you have sold or transferred your shares
     If you sold or transferred all or some of your ordinary shares on or before
     22  November  2005  (the date on which the  shares  eligible  for the third
     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 third interim  dividend for 2005,
     97,825,324 new shares would be issued, representing an increase of 0.86 per
     cent in the issued ordinary share capital of the Company as at 28 November 
     2005.
     The total  cost of the  third  interim  dividend  for  2005,  ignoring  any
     elections for the scrip alternative, is approximately US$1,586 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.
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 25 November 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.
          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.






                                      Timetable of events

________________________________________________________________________________

   American Depositary Shares quoted ex-dividend in New York    22 November 2005
   Shares quoted ex-dividend in London, Hong Kong and Bermuda   23 November 2005
   Record date for the third interim dividend for 2005          25 November 2005
   Shares quoted ex-dividend in Paris                           28 November 2005
   FINAL DATE FOR RECEIPT BY REGISTRARS OF FORMS OF ELECTION
   AND REVOCATIONS OF STANDING INSTRUCTIONS FOR SCRIP DIVIDENDS  4 January 2006
   Exchange rate determined for payment of dividends in sterling 
   and Hong Kong dollars                                         9 January 2006
   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           19 January 2006
   Expected first day of dealings in new shares in London, 
   Hong Kong, Paris and Bermuda; and in American Depositary 
   Shares in New York                                           19 January 2006
________________________________________________________________________________



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:  06 December 2005