UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

HSBC USA INC.
(Exact name of registrant as specified in its charter)

Maryland
(State of incorporation or organization) 13-2764867
(I.R.S. Employee Identification No.)

452 Fifth Avenue
New York, New York 10018
(Address of principal executive officers)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Depositary Shares, each representing one-fortieth of a share of 6.50% Non-Cumulative Preferred Stock, Series H	New York Stock Exchange, Inc.

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [X]

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ]

Securities Act registration statement file number to which this form relates: 333-133007

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1. Description of Registrant's Securities to be Registered.

The description of the Depositary Shares being registered hereby, including the 6.50% Non-Cumulative Preferred Stock, Series H, which is represented by the Depositary Shares, is set forth in the Prospectus dated April 5, 2006 included in the Registration Statement on Form S-3 (No. 333-133007) of HSBC USA Inc. (the "Registrant"), as filed with the Securities and Exchange Commission (the "Commission") on April 5, 2006, and the Prospectus Supplement dated May 16, 2006, as filed with the Commission on May 18, 2006 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.

Item 2. Exhibits.

3.1	Articles of Incorporation and amendments and supplements thereto (incorporated by reference to Exhibit 3(a) to HSBC USA Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission on March 30, 2000, Exhibit 3 to HSBC USA Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed with the Securities and Exchange Commission on November 9, 2000, Exhibits 3.2 and 3.3 to HSBC USA Inc.' s Current Report on Form 8-K dated March 30, 2005, filed with the Securities and Exchange Commission on April 4, 2005, and Exhibit 3.2 to HSBC USA Inc.'s Current Report on Form 8-K dated October 11, 2005 and filed with the Securities and Exchange Commission on October 14, 2005).
3.2	Articles Supplementary to the Registrant's Articles of Incorporation establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the 6.50% Non-Cumulative Preferred Stock, Series H (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the Commission on May 22, 2006).
4.1	Form of Depositary Receipt is included as Exhibit A to the form of Deposit Agreement (Exhibit 4.2 to this Form 8-A).
4.2	Form of Deposit Agreement (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the company's registration statement on From S-3, Registration No. 333-127603, as filed with the Commission on September 2, 2005).

SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on behalf of HSBC USA Inc. by the undersigned, thereto duly authorized.
	HSBC USA INC. (Registrant) By: /s/ CLIVE BUCKNALL Clive Bucknall Executive Vice President, Controller
Dated: May 25, 2006

Exhibit Index
Exhibit No.
3.1	Articles of Incorporation and amendments and supplements thereto (incorporated by reference to Exhibit 3(a) to HSBC USA Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission on March 30, 2000, Exhibit 3 to HSBC USA Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed with the Securities and Exchange Commission on November 9, 2000, Exhibits 3.2 and 3.3 to HSBC USA Inc.'s Current Report on Form 8-K dated March 30, 2005, filed with the Securities and Exchange Commission on April 4, 2005, and Exhibit 3.2 to HSBC USA Inc.'s Current Report on Form 8-K dated October 11, 2005 and filed with the Securities and Exchange Commission on October 14, 2005).
3.2	Articles Supplementary to the Registrant's Articles of Incorporation establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the 6.50% Non-Cumulative Preferred Stock, Series H (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the Commission on May 22, 2006).
4.1	Form of Depositary Receipt is included as Exhibit A to the form of Deposit Agreement (Exhibit 4.2 to this Form 8-A).
4.2	Form of Deposit Agreement (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the company's registration statement on From S-3, Registration No. 333-127603, as filed with the Commission on September 2, 2005).