8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 25, 2011

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Commission file number 1-7436

HSBC USA INC.

(Exact name of registrant as specified in its charter)

Maryland _____________________________________ (State of incorporation)	13-2764867 ______________________________________________ (IRS Employer Identification Number)
452 Fifth Avenue New York, New York ______________________________________________ (Address of principal executive offices)	10018 _____________________ (Zip Code)

Registrant's telephone number, including area code (212) 525-5000

Not Applicable

_________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.05.  Amendment to Company’s Code of Ethics or Waiver of a Provision of the Code of Ethics.

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On May 25, 2011, the registrant’s Board of Directors approved certain amendments to the registrant’s Code of Ethics for Senior Financial Officers, which included

a change to quarterly certification of compliance with the requirements of the Code of Ethics and other non-substantive changes.

A copy of the registrant's Code of Ethics for Senior Financial Officers, as amended, is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

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(d)	Exhibits.
	Exhibit No.	Description
	14.1	Registrant’s Code of Ethics for Senior Financial Officers

SIGNATURES

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 hereunto duly authorized.

HSBC USA INC.

(Registrant)

By:  /s/ Mick Forde

        Senior Vice President, Deputy General Counsel -

        Corporate and Assistant Secretary

Dated:  May 31, 2011

Exhibit Index

Exhibit No.	Description
14.1	Registrant’s Code of Ethics for Senior Financial Officers

EX-14.1

Exhibit 14.1

HSBC USA INC.

Certification to

Code of Ethics for Senior Financial Officers

Purposes

HSBC USA Inc. (“HSBC USA” and, together with its subsidiaries, the “Company”) expects all of its employees to maintain the highest standards of ethical behavior and professional conduct in connection with all of the Company’s activities.  To that end, the Company has adopted a Statement of Business Principles that is applicable to all employees.  The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller of HSBC USA and the chief financial officer and controller of each Company business unit (collectively, the “Senior Financial Officers”) are expected to comply with the Statement of Business Principles, including the provisions thereof relating to honest and ethical conduct, conflicts of interest and compliance with law.  In addition to the Statement of Business Principles, the Senior Financial Officers are subject to the additional policies set forth in this Code of Ethics of Senior Financial Officers (this “Code of Ethics”), which is intended to supplement the Statement of Business Principles.

This Code of Ethics provides fundamental principles to which the Senior Financial Officers are expected to adhere.  These principles are designed to deter wrongdoing and to promote:

·   Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·   Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

·   Compliance with applicable governmental laws, rules and regulations;

·   The prompt internal reporting to an appropriate person or persons identified in this Code of Ethics of violations of this Code of Ethics; and

·   Accountability for adherence to this Code of Ethics.

Financial Reporting and Disclosure

It is the responsibility of each Senior Financial Officer to promote full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with or submits to the SEC.  The Company strives to provide disclosure to the investment community that not only conforms with applicable rules of the SEC, but that also fairly presents to investors the financial condition and results of operations of the Company.

Because of their essential role in corporate governance, each Senior Financial Officer must seek to promote ethical behavior by other Company officers and employees involved in financial reporting.  It is the responsibility of each Senior Financial Officer, therefore, to report any untrue statement of a material fact and any omission of a material fact of which such Senior Financial Officer becomes aware that affect the disclosures made by the Company in its public filings.

Internal and Disclosure Controls

It is the responsibility of each Senior Financial Officer to report any information of which such Senior Financial Officer becomes aware concerning (a) significant deficiencies in the design or operation of the Company’s disclosure and internal controls that could adversely affect the ability of employees of the Company to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves any employee who has a significant role in the Company’s disclosure and internal controls.

Compliance with Law

It is the responsibility of each Senior Financial Officer to report any information of which such Senior Financial Officer becomes aware concerning evidence of a material violation by the Company or any employee or agent of the Company of securities or other laws, rules or regulations applicable to the Company and the operation of its businesses.

Reporting Violations

The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller of HSBC USA must report any information of which such Senior Financial Officer becomes aware concerning a violation of this Code of Ethics promptly to the Internal Audit Department, the General Counsel of HSBC USA or the Audit Committee of the Board of Directors.  All other Senior Financial Officers must report any information of which such Senior Financial Officer becomes aware concerning a violation of this Code of Ethics promptly to (a) such Senior Financial Officer’s immediate supervisor and the Internal Audit Department, (b) the General Counsel of HSBC USA or (c) the Audit Committee of the Board of Directors.  Each Senior Financial Officer may report violations directly to the Audit Committee of the Board of Directors, and must do so if such Senior Financial Officer has reason to believe that (i) such Senior Financial Officer’s immediate supervisor or the Internal Audit Department is involved with the matter or (ii) the matter has not been appropriately addressed in a timely manner.

Consequences of Violations

The Audit Committee of the Board of Directors will determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code of Ethics, which actions will be designed to deter wrongdoing and promote accountability for adherence to this Code of Ethics.  Accordingly, any violation of this Code of Ethics may result in disciplinary action up to and including, but not limited to, the following:

·   Suspension or termination of employment;

·   Pursuit of any and all remedies available to the Company for any damages or harm resulting to the Company from a violation, including injunctive relief; and

·   Referral of matters to appropriate legal or regulatory authorities for investigation and prosecution.

Requests for Waivers and Changes in Code of Ethics

Waivers of this Code of Ethics may only be granted by the Audit Committee of the Board of Directors of HSBC USA.  The Audit Committee will not grant waivers except under extraordinary circumstances.  Any waivers that are granted must be publicly disclosed on a timely basis.  In addition, any changes to this Code of Ethics must be publicly disclosed on a timely basis.

Quarterly Certifications

Each Senior Financial Officer will be required to certify quarterly and in writing such Senior Financial Officer’s compliance with this Code of Ethics during the preceding quarter.

I hereby certify that I have read the Code of Ethics for Senior Financial Officers of HSBC USA Inc. and that I have complied with the Code of Ethics during the quarter ended ____________, 201_.

By:_________________________

Title:________________________

Unit:________________________

Date:________________________