Exhibit 99.3







February 20, 2003

Board of Directors
Household International, Inc.
2700 Sanders Road
Prospect Heights, IL  60070

Re:      Amendment No. 2 to the Registration Statement on Form F-4 (File No.
         333-102027) of HSBC Holdings plc
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Ladies and Gentlemen:

Reference is made to our opinion letter, dated November 14, 2002, with respect
to the fairness from a financial point of view to the holders of the outstanding
shares of Common Stock, par value $1 per share (the "Shares"), of Household
International, Inc. (the "Company") of the exchange ratio of 2.675 ordinary
shares, nominal value US$0.50 each, of HSBC Holdings plc ("HSBC") to be received
for each Share pursuant to the Agreement and Plan of Merger, dated as of
November 14, 2002, by and among HSBC, the Company and H2 Acquisition
Corporation.

The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.

In that regard, we hereby consent to the reference to our opinion under the
captions "Summary -- Goldman, Sachs & Co. and Keefe, Bruyette & Woods, Inc.
consider the merger consideration fair, from a financial point of view, to
Household common stockholders and holders of non-redeemable preferred stock,
respectively," "The Merger -- Background of the Merger," "The Merger --
Household's Reasons for the Merger," "The Merger -- Opinion of Household's
Financial Advisor Relating to Common Stock," and "Annex B -- Opinion of Goldman,
Sachs & Co." and to the inclusion of the foregoing opinion in the Proxy
Statement/Prospectus included in the above-mentioned Registration Statement, as
amended. Notwithstanding the foregoing, it is understood that our consent is
being delivered solely in connection with the filing of the above-mentioned
version of the Registration Statement and that our opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose, nor is it to
be filed with, included in or referred to for any other purpose, nor is it to be
filed with, included in or referred to in whole or in part in any registration
statement (including any subsequent amendments to

Board of Directors
Household International, Inc.
February 20, 2003
Page Two



the above-mentioned Registration Statement), proxy statement or any other
document, except in accordance with our prior written consent. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,


/s/ Goldman, Sachs & Co
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(GOLDMAN, SACHS & CO.)