Prospectus excerpt:  Dividends on the Series F Preferred Stock will accrue from April 6, 2005 and will be payable when, as and if declared by the board of directors of HSBC USA Inc. quarterly on the 1st calendar day of January, April, July and October of each year, commencing July 1, 2005. Dividends on the Series F Preferred Stock will be payable at a floating rate equal to three-month LIBOR plus 0.75% of the stated value of $25 per share, but the dividend rate will not be less than 3.5% per annum.

Dividends on the Series F Preferred Stock will be non-cumulative. Accordingly, if for any reason our board of directors does not declare a dividend on the Series F Preferred Stock for a dividend period, we will not pay a dividend for that dividend period on the dividend payment date for that dividend period or at any future time, whether or not our board of directors declares dividends on the Series F Preferred Stock for any subsequent dividend period. However, with certain exceptions, we may not declare or pay dividends on or redeem or purchase our common stock or other series of preferred stock at any time if we have not declared, paid or set aside for payment full dividends on the Series F Preferred Stock for the then-current dividend period.

The liquidation preference of each share of the Series F Preferred Stock is $25.

We may redeem the Series F Preferred Stock on any dividend payment date on or after April 7, 2010, in whole or in part, at a redemption price equal to $25 per share of Series F Preferred Stock plus accrued and unpaid dividends for the then-current dividend period.