Terms used in this free writing prospectus are described or defined in the product supplement, prospectus supplement and prospectus. The notes offered will have the terms described in the product supplement, prospectus supplement and the prospectus. The notes are not principal protected, and you may lose some or all of your principal.

This free writing prospectus relates to five separate note offerings; each reference asset identified below represents a separate note offering. The purchaser of a note will acquire a security linked to a single reference asset (not a basket or index of reference assets). Although each offering relates to a reference asset, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to that reference asset or as to the suitability of an investment in the related notes. The following key terms relate to each separate notes offering:

•   Offering Period End Date: [January 24, 2007 at 2:00 pm, New York City time]   •   Initial Public Offering Price: 100 per cent   •   Initial Valuation Date: January 24, 2006   •   Issue Date: January 29, 2007   •   Maturity Date: 3 business days after the final valuation date •   Interest Payment Dates: Each quarterly anniversary of the issue date (or if that day is not a business day, the following business day), commencing on April 29, 2007 and ending on the maturity date.   •   Initial Price: Market price of the reference asset on the initial valuation date   •   Barrier Price: The product of the barrier level multiplied by the initial price   •   Listing: The notes will not be listed on any U.S. securities exchange or quotation system

Reference Asset/ Reference Issuer (TICKER)	Page Number	Interest   Rate (per Annum)	Barrier Level	Barrier Price	Principal Amount	Agent’s Discount or Commission   Per Note / Total (1)	Proceeds   to Us Per       Note / Total	CUSIP /ISIN	Final valuation date
NUCOR CORPORATION (NUE)	FWP-5	13.25%	75%	TBD	TBD	TBD	TBD	40428HGW6 / US40428HGW60	January 24, 2008
Foundation Coal Holdings, Inc. (FCL)	FWP-6	13.25%	80%	TBD	TBD	TBD	TBD	40428HGF3 / US40428HGF38	January 24, 2008
WESTERN DIGITAL CORPORATION (WDC)	FWP-7	12.25%	80%	TBD	TBD	TBD	TBD	40428HGH9 / US40428HGH93	January 24, 2008
TELLABS, INC. (TLAB)	FWP-8	11.00%	80%	TBD	TBD	TBD	TBD	40428HGG1 / US40428HGG11	January 24, 2008
ST. JUDE MEDICAL, INC. (STJ)	FWP-9	8.25%	80%	TBD	TBD	TBD	TBD	40428HGJ5 / US40428HGJ59	January 24, 2008

⁽¹⁾ Agent’s discount may vary but will be no more than the amount listed in “Agent’s Discount or Commission per Note / Total,” above.

See “Risk Factors” in this free writing prospectus beginning on page FWP-2, in the product supplement beginning on page PS-3 and in the prospectus supplement beginning on page S-3 for a description of risks relating to an investment in the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined that this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes are not deposit liabilities of a bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States or any other jurisdiction.

HSBC SECURITIES (USA) INC.   January 8, 2006

GENERAL TERMS

This free writing prospectus relates to five separate note offerings; each reference asset identified on the cover page represents a separate note offering. The purchaser of a note will acquire a security linked to a single reference asset (not to a basket or index of reference assets). You may participate in any one of the notes offerings or, at your election, in more than one. We reserve the right to withdraw, cancel or modify any offering and to reject orders in whole or in part. Although each note offering relates only to a single reference asset identified on the cover page, you should not construe that fact as a recommendation of the merits of acquiring an investment linked to any of those reference assets or as to the suitability of an investment in the notes.

You should read this document together with the prospectus dated April 5, 2006, the prospectus supplement dated July 3, 2006 and the product supplement dated July 31, 2006. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page FWP-2 of this document, PS-3 of the product supplement and page S-3 of the prospectus supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

HSBC USA Inc. has filed a registration statement (including a prospectus, prospectus supplement and product supplement) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus, prospectus supplement and product supplement in that registration statement and other documents HSBC USA Inc. has filed with the SEC for more complete information about HSBC USA Inc. and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, HSBC USA Inc., the agent or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and product supplement if you request them by calling toll-free 1 888 800 4722.

You may also obtain:

• the product supplement at www.sec.gov/Archives/edgar/data/83246/000110465906049988/a06-17097_1424b2.htm

• the prospectus supplement at www.sec.gov/Archives/edgar/data/83246/000110465906045146/a06-14758_3424b2.htm

• the prospectus at www.sec.gov/Archives/edgar/data/83246/000110465906022455/a05-22289_1s3asr.htm

RISK FACTORS

The following highlights some, but not all, of the risk considerations relevant to investing in a note. Investing in the notes is not equivalent to investing directly in the reference assets. We urge you to read the section “Risk Factors” beginning on page PS-3 of the product supplement and page S-3 of the prospectus supplement. As you review “Risk Factors” in the prospectus supplement, you should pay particular attention to the following sections:

• “— Risks Relating to All Note Issuances”

• “— Additional Risks Relating to Notes with an Equity Security or Equity Index as the Reference Asset”

1. The notes are not principal protected and you may lose some or all of your principal.

The principal amount of your investment is not protected and you may receive less, and possibly significantly less, than the amount you invested. You will lose some or all of your principal if both of the following are true: (a) between the initial valuation date and the final valuation date, inclusive, the market price (as defined below) of the reference asset on any day is below the barrier price and (b) the final price of the reference asset is lower than the initial price of the reference asset. A USD1,000 investment in the notes will pay USD1,000 at maturity if, and only if, either of the following is true: (a) between the initial valuation date and the final valuation date, inclusive, the market price of the reference asset falls below the barrier price on any day, but the final price of the reference asset is equal to or greater than the initial price of the reference asset or (b) between the initial valuation date and the final valuation date, inclusive, the market price of the reference asset never falls below the barrier price on any day. If you receive the physical delivery amount at maturity, the market value of the shares of the reference asset you receive will be less than the principal amount of your notes and may be zero. Accordingly, you may lose the entire principal amount of your notes.

We cannot predict the final price of any reference asset on the final valuation date.

2. You will not participate in any appreciation in the value of the reference asset.

You will not participate in any appreciation in the value of the reference asset. If the final price of the reference asset is greater than the initial price of the reference asset, the sum of any interest payments you receive during the term of the notes and the principal payment you receive at maturity will not reflect the performance of the reference asset. Under no circumstances, regardless of the extent to which the value of the reference asset appreciates, will your return exceed the applicable interest rate. Therefore, you may earn significantly less by investing in the notes than you would have earned by investing directly in the reference asset.

3. Because the tax treatment of the notes is uncertain, the material U.S. federal income tax consequences of an investment in the notes are uncertain.

There is no direct legal authority as to the proper tax treatment of the notes, and therefore significant aspects of the tax treatment of the notes are uncertain, as to both the timing and character of any inclusion in income in respect of your note. Because of this uncertainty, we urge you to consult your tax advisor as to the tax consequences of your investment in a note. For a more complete discussion of the U.S. federal income tax consequences of your investment in a note, please see the discussion under “Certain U.S. Federal Income Tax Considerations” beginning on page FWP-3 of this free writing prospectus and “Certain U.S. Federal Income Tax Considerations – Certain Equity-Linked Notes – Certain Notes Treated as a Put Option and a Deposit” in the prospectus supplement.

Please note that the prospectus, prospectus supplement, product supplement and this free writing prospectus do not describe all the risks of an investment in the notes. We urge you to consult your own financial and legal advisors as to the risks entailed by an investment in the notes.

FWP-2

SUMMARY

Principal Payment at Maturity

Your payment at maturity for each note you hold will depend on the performance of the reference asset between the initial valuation date and the final valuation date, inclusive. A USD1,000 investment in the notes will pay USD1,000 at maturity unless: (a) the final price of the reference asset is lower than the initial price of the reference asset and (b) between the initial valuation date and the final valuation date, inclusive, the market price of the reference asset on any day is below the barrier price. If the conditions described in (a) and (b) are both true, at maturity you will receive the physical delivery amount (with any fractional shares to be paid in cash in an amount equal to the fractional shares multiplied by the final price). Under some circumstances to be determined by and at the sole option of HSBC USA Inc., we may pay investors, in lieu of the physical delivery amount, the cash equivalent of such shares with a per share price equal to the final price. However, we currently expect to deliver the physical delivery amount and not cash in lieu of the physical delivery amount in the event the conditions described above occur.

As described in the product supplement, on any scheduled trading day on which the value of the reference asset must be calculated by the calculation agent, (i) if the relevant exchange is the NASDAQ Stock Market (“NASDAQ”), the market price of the reference asset will be the NASDAQ official closing price (NOCP) or (ii) if the NASDAQ is not the relevant exchange, the market price of the reference asset will be the official closing price of the relevant exchange, in each case as of the close of the regular trading session of such exchange and as reported in the official price determination mechanism for such exchange. If the reference asset is not listed or traded as described above for any reason other than a market disruption event, then the market price for the reference asset on any scheduled trading day will be the average, as determined by the calculation agent, of the bid prices for the reference asset obtained from as many dealers in the reference asset selected by the calculation agent as will make those bid prices available to the calculation agent. The number of dealers need not exceed three and may include the calculation agent or any of its or our affiliates.

To the extent a market disruption event exists on a day on which the final price is to be determined, the market price of the reference asset will be determined on the first following scheduled trading day on which a market disruption event does not exist with respect to the reference asset; provided that if a market disruption event exists on five consecutive scheduled trading days, that fifth scheduled trading day shall be the final valuation date, and the calculation agent shall determine the final price on such date.

In the event that the maturity date is postponed or extended as described under “Specific Terms of the Notes – Maturity Date” in the product supplement, the related payment of principal will be made on the postponed or extended maturity date.

You may lose some or all of your principal if you invest in the notes.

Physical Delivery Amount

If the payment at maturity is in physical shares of the reference asset, you will receive a number of shares referred to as the “physical delivery amount” (with any fractional shares to be paid in cash). The physical delivery amount will be calculated by the calculation agent by dividing the principal amount of your notes by the initial price of the reference asset. The physical delivery amount, the initial price of the reference asset and other amounts may change due to corporate actions.

Interest

The notes will pay interest at the interest rate specified on the front cover of this free writing prospectus, and interest payments will be made on the interest payment dates specified on the front cover of this free writing prospectus. However, if the first interest payment date is less than 15 days after the date of issuance, interest will not be paid on the first interest payment date, but will be paid on the second interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. For more information, see “Description of the Notes – Fixed Rate Notes” in the prospectus supplement.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

You should carefully consider, among other things, the matters set forth in “Certain U.S. Federal Income Tax Considerations” in the prospectus supplement. In the opinion of Cadwalader, Wickersham & Taft LLP, special U.S. tax counsel to us, the following discussion summarizes certain of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes.

There are no regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as those of the notes. Under one approach, each note should be treated for federal income tax purposes as a put option written by you (the “Put Option”) that permits us to (1) sell the reference asset to you at the maturity date for an amount equal to the Deposit (as defined below), or (2) “cash settle” the Put Option (i.e., require you to pay us at the maturity date the difference between the Deposit and the value of the reference asset at such time), and a deposit with us of cash in an amount equal to the principal amount you invested (the “Deposit”) to secure your potential obligation under the Put Option. We intend to treat the notes consistent with this approach. Pursuant to the terms of the notes, you agree to treat the notes as cash deposits and put options with respect to the reference asset for all U.S. federal income tax purposes. We also intend to treat the Deposits as “short-term obligations” for U.S. federal income tax purposes. Please see the discussion under the heading “Certain U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes–Short-Term Debt Instruments in the prospectus supplement for certain U.S. federal income tax considerations applicable to short-term obligations.

The description below of each reference asset includes a chart that indicates the yield on the Deposit and the Put Premium, as described in the prospectus supplement under the heading “Certain U.S. Federal Income Tax Considerations — Certain Equity-Linked Notes— Certain Notes Treated as a Put Option and a Deposit.” If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative characterization for the notes, the timing and character of income on the notes might differ. We do not plan to request a ruling from the IRS regarding the tax treatment of the notes, and the IRS or a court may not agree with the tax treatment described in this free writing prospectus.

FWP-3

REFERENCE ISSUER AND REFERENCE ASSET INFORMATION

All information on the reference assets and the reference issuers is derived from publicly available information. Companies with securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”) are required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC electronically can be accessed through a website maintained by the SEC. The address of the SEC’s website is http://www.sec.gov. Information provided to or filed with the SEC pursuant to the Exchange Act by a company issuing a reference asset can be located by reference to the SEC file number specified in the description of the relevant reference asset below. We make no representation that these publicly available documents are accurate or complete. For more information, we urge you to read the section “Information Regarding the Reference Asset and the Reference Asset Issuer” in the product supplement.

Historical Performance of the Reference Assets

The description below of each reference asset includes a table that sets forth (to the extent available) the quarterly high and low intraday prices, as well as end-of-quarter closing prices, of that reference asset for each quarter in the period from January 1, 2002 through December 29, 2006 and for the period from January 3, 2007 through January 4, 2007. We obtained the data in these tables from Bloomberg Financial Service, without independent verification by us. All historical prices are denominated in USD and rounded to the nearest penny. Historical prices of the reference assets should not be taken as an indication of future performance of the reference assets.

HYPOTHETICAL EXAMPLES

The description below of each reference asset includes a table of hypothetical returns that is based on the assumptions outlined for each reference asset. Each table illustrates the hypothetical returns you would have earned from (i) a USD1,000 investment in the notes compared to (ii) a direct investment in the relevant reference asset (prior to the deduction of any applicable brokerage fees or charges). The following is a general description of how the hypothetical returns in each table were determined:

•   If the final price of the reference asset is greater than or equal to the initial price of the reference asset, you would receive USD1,000 at maturity, regardless of whether the market price of the reference asset on any day was below the barrier price;

•   If the final price of the reference asset is lower than the initial price of the reference asset but the market price of the reference asset was not below the barrier price on any day between the initial valuation date and the final valuation date, inclusive, you would receive USD1,000 at maturity; or

•   If the final price of the reference asset is lower than the initial price of the reference asset and the market price of the reference asset was below the barrier price on any day between the initial valuation date and the final valuation date, inclusive, you would receive the physical delivery amount (with any fractional shares to be paid in cash).

Each table of hypothetical returns is provided for illustration purposes only and is hypothetical. None purports to be representative of every possible scenario concerning increases or decreases in the price of the reference asset and the payment at maturity of the notes. We cannot predict the final price of the reference assets on the final valuation date. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events. In addition, the examples assume that the reference asset has no dividend yield. You should not take these examples as an indication or assurance of the expected performance of the reference asset.

FWP-4

NUCOR CORPORATION (NUE)

Description of NUCOR CORPORATION

According to publicly available information, NUCOR CORPORATION (“Nucor”) is engaged in the manufacture and sale of steel and steel products. Nucor operates in two business segments: steel mills and steel products. Principal products from the steel mills segment include hot-rolled steel and cold-rolled steel. Steel mills segment’s hot-rolled steel products include angles, rounds, flats, channels, sheet, wide-flange beams, pilings, billets, blooms, beam blanks and plate. Principal products from the steel products segment include steel joists and joist girders, steel deck, cold finished steel, steel fasteners, metal building systems and light gauge steel framing.

Nucor’s SEC file number is 001-04119.

Historical Performance of Nucor

QUARTER ENDING	QUARTER   HIGH	QUARTER   LOW	QUARTER   CLOSE
March 29, 2002	16.59	12.47	16.06
June 28, 2002	17.54	14.26	16.26
September 30, 2002	16.33	9.28	9.48
December 31, 2002	12.84	9.00	10.33
March 31, 2003	11.26	8.76	9.54
June 30, 2003	13.13	9.38	12.21
September 30, 2003	13.14	11.30	11.47
December 31, 2003	14.70	11.46	14.00
March 31, 2004	16.65	13.04	15.37
June 30, 2004	19.49	14.09	19.19
September 30, 2004	22.96	18.14	22.84
December 31, 2004	27.74	18.76	26.17
March 31, 2005	32.76	23.53	28.78
June 30, 2005	29.68	22.78	22.81
September 30, 2005	30.70	22.87	29.50
December 30, 2005	35.11	25.92	33.36
March 31, 2006	54.90	33.64	52.40
June 30, 2006	60.30	44.80	54.25
September 29, 2006	55.94	45.12	49.49
December 29, 2006	67.55	47.50	54.66
January 3, 2007 to January 4, 2007	55.25	53.20	54.92

Deposit and Put Premium

As described in the prospectus supplement under “Certain U.S. Federal Income Tax Considerations - Certain Notes Treated as a Put Option and a Deposit,” for purposes of dividing the 13.25 per cent per annum interest rate on the notes among interest on the Deposit and Put Premium, [•] per cent constitutes interest on the Deposit and [•] per cent constitutes Put Premium.

Hypothetical Examples

The table below demonstrates hypothetical returns at maturity based on the assumptions outlined below. See “– Hypothetical Examples” above for more information.

Reference Asset:	Nucor
Initial Price:	USD[•]
Barrier Price:	USD[•]
Interest Rate:	13.25 per cent per annum
Physical Delivery Amount:	[•] shares (fractional shares paid in cash)
Term of Notes:	1 year
Reinvestment Rate for Note Interest:	0 per cent

Table of Hypothetical Returns

FINAL PRICE (% CHANGE)		INVESTMENT IN THE NOTES		INVESTMENT IN THE REFERENCE ASSET
+	100%	13.25%		100.00%
+	90%	13.25%		90.00%
+	80%	13.25%		80.00%
+	70%	13.25%		70.00%
+	60%	13.25%		60.00%
+	50%	13.25%		50.00%
+	40%	13.25%		40.00%
+	30%	13.25%		30.00%
+	20%	13.25%		20.00%
+	10%	13.25%		10.00%
	0%	13.25%		0.00%
		Barrier Price Ever Breached?
		YES	NO
-	10%	3.25%	13.25%	-10.00%
-	20%	-6.75%	13.25%	-20.00%
-	30%	-16.75%	N/A	-30.00%
-	40%	-26.75%	N/A	-40.00%
-	50%	-36.75%	N/A	-50.00%
-	60%	-46.75%	N/A	-60.00%
-	70%	-56.75%	N/A	-70.00%
-	80%	-66.75%	N/A	-80.00%
-	90%	-76.75%	N/A	-90.00%
-	100%	-86.75%	N/A	-100.00%

FWP-5

FOUNDATION COAL HOLDINGS, INC. (FCL)

Description of Foundation Coal Holdings, Inc.

According to publicly available information, Foundation Coal Holdings, Inc. (“Foundation Coal”), through its subsidiaries, engages in extracting, cleaning, and selling coal to electric utilities, steel companies, coal brokers, and industrial users primarily in the United States. Foundation Coal offers steam coal and metallurgical coal. Foundation Coal operates a diverse group of 13 mines located in the Powder River Basin, Northern Appalachia, Central Appalachia, and the Illinois Basin in the United States. Foundation Coal also involves in marketing coal produced by others to supplement its production. In addition, Foundation Coal operates a coal loadout facility in Pax, West Virginia, which serves trains of up to 100 rail cars.

Foundation Coal’s SEC file number is 001-32331.

Historical Performance of Foundation Coal

QUARTER ENDING	QUARTER   HIGH	QUARTER   LOW	QUARTER   CLOSE
March 29, 2002	N/A	N/A	N/A
June 28, 2002	N/A	N/A	N/A
September 30, 2002	N/A	N/A	N/A
December 31, 2002	N/A	N/A	N/A
March 31, 2003	N/A	N/A	N/A
June 30, 2003	N/A	N/A	N/A
September 30, 2003	N/A	N/A	N/A
December 31, 2003	N/A	N/A	N/A
March 31, 2004	N/A	N/A	N/A
June 30, 2004	N/A	N/A	N/A
September 30, 2004	N/A	N/A	N/A
December 31, 2004	23.84	21.25	23.06
March 31, 2005	27.40	19.85	23.51
June 30, 2005	26.84	20.65	25.94
September 30, 2005	39.58	25.10	38.45
December 30, 2005	39.50	31.10	38.00
March 31, 2006	46.98	34.92	41.14
June 30, 2006	57.36	37.72	46.93
September 29, 2006	48.08	28.92	32.37
December 29, 2006	38.41	30.09	31.76
January 3, 2007 to January 4, 2007	31.76	29.88	30.18

Deposit and Put Premium

As described in the prospectus supplement under “Certain U.S. Federal Income Tax Considerations - Certain Notes Treated as a Put Option and a Deposit,” for purposes of dividing the 13.25 per cent per annum interest rate on the notes among interest on the Deposit and Put Premium, [•] per cent constitutes interest on the Deposit and [•] per cent constitutes Put Premium.

Hypothetical Examples

The table below demonstrates hypothetical returns at maturity based on the assumptions outlined below. See “– Hypothetical Examples” above for more information.

Reference Asset:	Foundation Coal
Initial Price:	USD[•]
Barrier Price:	USD[•]
Interest Rate:	13.25 per cent per annum
Physical Delivery Amount:	[•] shares (fractional shares paid in cash)
Term of Notes:	1 year
Reinvestment Rate for Note Interest:	0 per cent

Table of Hypothetical Returns

FINAL PRICE (% CHANGE)			INVESTMENT IN THE NOTES		INVESTMENT IN THE REFERENCE ASSET
+	100%		13.25%		100.00%
+	90%		13.25%		90.00%
+	80%		13.25%		80.00%
+	70%		13.25%		70.00%
+	60%		13.25%		60.00%
+	50%		13.25%		50.00%
+	40%		13.25%		40.00%
+	30%		13.25%		30.00%
+	20%		13.25%		20.00%
+	10%		13.25%		10.00%
	0%		13.25%		0.00%
			Barrier Price Ever Breached?
			YES	NO
-	10	%	3.25%	13.25%	-10.00%
-	20	%	-6.75%	13.25%	-20.00%
-	30	%	-16.75%	N/A	-30.00%
-	40	%	-26.75%	N/A	-40.00%
-	50	%	-36.75%	N/A	-50.00%
-	60	%	-46.75%	N/A	-60.00%
-	70	%	-56.75%	N/A	-70.00%
-	80	%	-66.75%	N/A	-80.00%
-	90	%	-76.75%	N/A	-90.00%
-	100	%	-86.75%	N/A	-100.00%

FWP-6

WESTERN DIGITAL CORPORATION (WDC)

Description of WESTERN DIGITAL CORPORATION

According to publicly available information, WESTERN DIGITAL CORPORATION (“Western Digital”) designs, develops, manufactures and sells hard drives. Western Digital sells its products worldwide to original equipment manufacturers (OEMs) for use in computer systems, subsystems or consumer electronics (CE) devices, and to distributors, resellers and retailers. Western Digital’s hard drives are used in desktop computers, notebook computers and enterprise applications, such as servers, workstations, network attached storage and storage area networks. In additional, Western Digital’s hard drives are used in CE applications, such as digital video recorders (DVRs), satellite and cable set-top boxes (STBs), moving picture experts group layer-3 audio (MP3) players and universal serial bus (USB) thumb drives. Western Digital markets its hard drives under brand names, including WD Caviar, WD Raptor, WD Scorpio, WD Passport and My Book.

Western Digital’s SEC file number is 001-08703.

Historical Performance of Western Digital

QUARTER ENDING	QUARTER   HIGH	QUARTER   LOW	QUARTER   CLOSE
March 29, 2002	7.75	5.20	6.23
June 28, 2002	7.55	3.07	3.25
September 30, 2002	5.49	2.98	4.70
December 31, 2002	8.96	4.40	6.39
March 31, 2003	9.58	6.44	9.06
June 30, 2003	13.05	8.36	10.30
September 30, 2003	14.00	8.44	12.89
December 31, 2003	14.95	10.20	11.79
March 31, 2004	13.55	9.64	11.23
June 30, 2004	11.70	7.87	8.66
September 30, 2004	8.99	6.39	8.79
December 31, 2004	11.02	7.95	10.84
March 31, 2005	12.95	9.84	12.75
June 30, 2005	16.10	11.64	13.42
September 30, 2005	15.28	12.16	12.93
December 30, 2005	19.15	11.25	18.61
March 31, 2006	24.70	18.21	19.43
June 30, 2006	22.10	17.21	19.81
September 29, 2006	20.11	15.90	18.10
December 29, 2006	21.70	16.65	20.46
January 3, 2007 to January 4, 2007	20.71	19.90	20.52

Deposit and Put Premium

As described in the prospectus supplement under ”Certain U.S. Federal Income Tax Considerations - Certain Notes Treated as a Put Option and a Deposit,“ for purposes of dividing the 12.25 per cent per annum interest rate on the notes among interest on the Deposit and Put Premium, [•] per cent constitutes interest on the Deposit and [•] per cent constitutes Put Premium.

Hypothetical Examples

The table below demonstrates hypothetical returns at maturity based on the assumptions outlined below. See “– Hypothetical Examples” above for more information.

Reference Asset:	Western Digital
Initial Price:	USD[•]
Barrier Price:	USD[•]
Interest Rate:	12.25 per cent per annum
Physical Delivery Amount:	[•] shares (fractional shares paid in cash)
Term of Notes:	1 year
Reinvestment Rate for Note Interest:	0 per cent

Table of Hypothetical Returns

FINAL PRICE (% CHANGE)			INVESTMENT IN THE NOTES		INVESTMENT IN THE REFERENCE ASSET
+	100%		12.25%		100.00%
+	90%		12.25%		90.00%
+	80%		12.25%		80.00%
+	70%		12.25%		70.00%
+	60%		12.25%		60.00%
+	50%		12.25%		50.00%
+	40%		12.25%		40.00%
+	30%		12.25%		30.00%
+	20%		12.25%		20.00%
+	10%		12.25%		10.00%
	0%		12.25%		0.00%
			Barrier Price Ever Breached?
			YES	NO
-	10	%	2.25%	12.25%	-10.00%
-	20	%	-7.75%	12.25%	-20.00%
-	30	%	-17.75%	N/A	-30.00%
-	40	%	-27.75%	N/A	-40.00%
-	50	%	-37.75%	N/A	-50.00%
-	60	%	-47.75%	N/A	-60.00%
-	70	%	-57.75%	N/A	-70.00%
-	80	%	-67.75%	N/A	-80.00%
-	90	%	-77.75%	N/A	-90.00%
-	100	%	-87.75%	N/A	-100.00%

FWP-7

TELLABS, INC. (TLAB)

Description of TELLABS, INC.

According to publicly available information, TELLABS, INC. (“Tellabs”) engages in the design and marketing of equipment to telecommunications services providers worldwide. Tellabs’ products and services provide solutions to deliver wire line services, wireless services, and broadband data networking for business and residential customers, and bundled voice, video and high-speed Internet/data services. Tellabs’ products include transport systems that enable service providers to manage bandwidth; access products, which enable service providers to deliver the triple play of bundled voice, video, and high-speed Internet/data services over fiber-based networks; managed access systems; broadband data systems; and voice-quality enhancement systems that enable service providers to improve voice quality in wireless, long distance, and private communications networks. Tellabs also provides network deployment, traffic management, support services, professional services, and training.

Tellabs’s SEC file number is 000-09692.

Historical Performance of Tellabs

QUARTER ENDING	QUARTER   HIGH	QUARTER   LOW	QUARTER   CLOSE
March 29, 2002	17.47	10.10	10.47
June 28, 2002	10.65	5.54	6.20
September 30, 2002	7.64	4.00	4.07
December 31, 2002	10.11	4.15	7.27
March 31, 2003	9.73	5.07	5.79
June 30, 2003	8.74	5.26	6.56
September 30, 2003	8.28	5.85	6.81
December 31, 2003	8.80	6.77	8.41
March 31, 2004	11.37	8.05	8.66
June 30, 2004	10.02	7.63	8.74
September 30, 2004	10.32	7.40	9.19
December 31, 2004	9.59	7.87	8.59
March 31, 2005	9.28	6.88	7.30
June 30, 2005	9.15	6.56	8.70
September 30, 2005	10.60	8.40	10.52
December 30, 2005	11.49	8.73	10.90
March 31, 2006	16.04	10.43	15.90
June 30, 2006	17.28	12.69	13.31
September 29, 2006	13.52	8.84	10.96
December 29, 2006	11.74	9.61	10.26
January 3, 2007 to January 4, 2007	11.11	10.34	10.98

Deposit and Put Premium

As described in the prospectus supplement under “Certain U.S. Federal Income Tax Considerations - Certain Notes Treated as a Put Option and a Deposit,” for purposes of dividing the 11.00 per cent per annum interest rate on the notes among interest on the Deposit and Put Premium, [•] per cent constitutes interest on the Deposit and [•] per cent constitutes Put Premium.

Hypothetical Examples

The table below demonstrates hypothetical returns at maturity based on the assumptions outlined below. See “– Hypothetical Examples” above for more information.

Reference Asset:	Tellabs
Initial Price:	USD[•]
Barrier Price:	USD[•]
Interest Rate:	11.00 per cent per annum
Physical Delivery Amount:	[•] shares (fractional shares paid in cash)
Term of Notes:	1 year
Reinvestment Rate for Note Interest:	0 per cent

Table of Hypothetical Returns

FINAL PRICE (% CHANGE)		INVESTMENT IN THE NOTES		INVESTMENT IN THE REFERENCE ASSET
+	100%	11.00%		100.00%
+	90%	11.00%		90.00%
+	80%	11.00%		80.00%
+	70%	11.00%		70.00%
+	60%	11.00%		60.00%
+	50%	11.00%		50.00%
+	40%	11.00%		40.00%
+	30%	11.00%		30.00%
+	20%	11.00%		20.00%
+	10%	11.00%		10.00%
	0%	11.00%		0.00%
		Barrier Price Ever Breached?
		YES	NO
-	10%	1.00%	11.00%	-10.00%
-	20%	-9.00%	11.00%	-20.00%
-	30%	-19.00%	N/A	-30.00%
-	40%	-29.00%	N/A	-40.00%
-	50%	-39.00%	N/A	-50.00%
-	60%	-49.00%	N/A	-60.00%
-	70%	-59.00%	N/A	-70.00%
-	80%	-69.00%	N/A	-80.00%
-	90%	-79.00%	N/A	-90.00%
-	100%	-89.00%	N/A	-100.00%

FWP-8

ST. JUDE MEDICAL, INC. (STJ)

Description of ST. JUDE MEDICAL, INC.

According to publicly available information, ST. JUDE MEDICAL, INC. (“St. Jude”), together with its subsidiaries, engages in the development, manufacture, and distribution of cardiovascular medical devices for the global cardiac rhythm management, cardiac surgery, cardiology, and atrial fibrillation therapy areas and implantable neuromodulation devices. St. Jude operates in five segments: Cardiac Rhythm Management, Neuromodulation, Cardiac Surgery, Cardiology, and Atrial Fibrillation. St. Jude markets and sells its products through direct sales force and independent distributors in the United States, Europe, and Japan, as well as in Canada, Latin America, Australia, New Zealand, and the Asia-Pacific region. St. Jude has a development and collaboration agreement with GE Healthcare for the development of cardiovascular ultrasound imaging system; and a collaboration agreement with International Business Machines Corporation to produce St. Jude Medical Merlin Patient Care System.

St. Jude’s SEC file number is 000-08672.

Historical Performance of St. Jude

QUARTER ENDING	QUARTER   HIGH	QUARTER   LOW	QUARTER   CLOSE
March 29, 2002	20.40	17.88	19.29
June 28, 2002	21.56	18.10	18.46
September 30, 2002	20.50	15.26	17.85
December 31, 2002	20.25	15.58	19.86
March 31, 2003	24.74	19.38	24.38
June 30, 2003	31.80	23.75	28.75
September 30, 2003	29.17	24.05	26.89
December 31, 2003	32.00	26.25	30.68
March 31, 2004	39.52	29.90	36.05
June 30, 2004	39.45	35.00	37.83
September 30, 2004	38.07	31.13	37.64
December 31, 2004	42.90	35.65	41.93
March 31, 2005	41.85	35.80	36.00
June 30, 2005	44.50	34.48	43.61
September 30, 2005	48.36	42.89	46.80
December 30, 2005	52.80	44.00	50.20
March 31, 2006	54.75	40.30	41.00
June 30, 2006	42.00	31.20	32.42
September 29, 2006	40.00	31.50	35.29
December 29, 2006	39.07	32.40	36.56
January 3, 2007 to January 4, 2007	37.97	35.22	35.72

Deposit and Put Premium

As described in the prospectus supplement under “Certain U.S. Federal Income Tax Considerations - Certain Notes Treated as a Put Option and a Deposit,” for purposes of dividing the 8.25 per cent per annum interest rate on the notes among interest on the Deposit and Put Premium, [•] per cent constitutes interest on the Deposit and [•] per cent constitutes Put Premium.

Hypothetical Examples

The table below demonstrates hypothetical returns at maturity based on the assumptions outlined below. See “– Hypothetical Examples” above for more information.

Reference Asset:	St. Jude
Initial Price:	USD[•]
Barrier Price:	USD[•]
Interest Rate:	8.25 per cent per annum
Physical Delivery Amount:	[•] shares (fractional shares paid in cash)
Term of Notes:	1 year
Reinvestment Rate for Note Interest:	0 per cent

Table of Hypothetical Returns

FINAL PRICE (% CHANGE)		INVESTMENT IN THE NOTES		INVESTMENT IN THE REFERENCE ASSET
+	100%	8.25%		100.00%
+	90%	8.25%		90.00%
+	80%	8.25%		80.00%
+	70%	8.25%		70.00%
+	60%	8.25%		60.00%
+	50%	8.25%		50.00%
+	40%	8.25%		40.00%
+	30%	8.25%		30.00%
+	20%	8.25%		20.00%
+	10%	8.25%		10.00%
	0%	8.25%		0.00%
		Barrier Price Ever Breached?
		YES	NO
-	10%	-1.75%	8.25%	-10.00%
-	20%	-11.75%	8.25%	-20.00%
-	30%	-21.75%	N/A	-30.00%
-	40%	-31.75%	N/A	-40.00%
-	50%	-41.75%	N/A	-50.00%
-	60%	-51.75%	N/A	-60.00%
-	70%	-61.75%	N/A	-70.00%
-	80%	-71.75%	N/A	-80.00%
-	90%	-81.75%	N/A	-90.00%
-	100%	-91.75%	N/A	-100.00%

FWP-9