CONFORMED 1.





                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                 FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 31, 1999              Commission file number 1-2940

                            HSBC Americas, Inc.
          (Exact name of registrant as specified in its charter)

Delaware Corporation                                             22-1093160

(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification No.)

One HSBC Center, Buffalo, N.Y.                                        14203

(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:          (716) 841-2424

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                                            Yes   X                No      

All voting stock (1,001 shares of Common Stock, $5 par value) is owned by HSBC
Holdings B.V., an indirect wholly owned subsidiary of HSBC Holdings plc.

This report includes a total of 18 pages.



                                                                         2.



Part I - FINANCIAL INFORMATION
 
                                                                      Page
Item 1 - Financial Statements

         Consolidated Balance Sheet
         March 31, 1999 and December 31, 1998                            3 
     
         Consolidated Statement of Income
         For The Three Months
         Ended March 31, 1999 and 1998                                   4 

         Consolidated Statement of Changes in
         Shareholders' Equity For The Three Months
         Ended March 31, 1999 and 1998                                   5

         Consolidated Statement of Cash Flows
         For The Three Months Ended
         March 31, 1999 and 1998                                         6 

         Notes to Consolidated Financial Statements                      7 

Item 2 - Management's Discussion and Analysis of 
         Financial Condition and Results of Operations                  10 


Part II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K                               16 

Signatures                                                              17 


<TABLE>
<CAPTION>

                                                                             3.

                                                            HSBC Americas, Inc.
-------------------------------------------------------------------------------
C O N S O L I D A T E D    B A L A N C E    S H E E T


                                                    March 31,      December 31,
                                                        1999              1998
-------------------------------------------------------------------------------
                                                           in thousands
<S>                                              <C>             <C>           
Assets
Cash and due from banks                          $    916,342    $   1,262,423
Interest bearing deposits with banks                2,648,269        2,373,550
Federal funds sold and securities
  purchased under resale agreements                   736,181           86,919
Trading assets                                        802,364          826,019
Securities available for sale                       3,904,554        4,237,679
Loans                                              23,654,683       24,049,499
Less - allowance for credit losses                    386,331          379,652
-------------------------------------------------------------------------------
      Loans, net                                   23,268,352       23,669,847
Premises and equipment                                205,704          207,685
Accrued interest receivable                           218,139          238,790
Intangible assets                                     486,156          469,194
Other assets                                          587,212          571,980
-------------------------------------------------------------------------------
Total assets                                     $ 33,773,273    $  33,944,086
===============================================================================

Liabilities
Deposits in domestic offices
  Noninterest bearing                            $  2,986,575    $   3,552,303
  Interest bearing                                 19,098,274       18,168,438
Interest bearing deposits in foreign offices        4,231,402        4,545,069
-------------------------------------------------------------------------------
      Total deposits                               26,316,251       26,265,810
Short-term borrowings                               2,610,095        2,961,063
Interest, taxes and other liabilities                 832,084          741,269
Long-term debt                                      1,847,253        1,747,691
-------------------------------------------------------------------------------
Total liabilities                                  31,605,683       31,715,833
-------------------------------------------------------------------------------

Shareholders' equity
Preferred stock                                             -                -
Common stock                                                5                5
Capital surplus                                     1,807,259        1,806,563
Retained earnings                                     343,621          377,179
Accumulated other comprehensive income                 16,705           44,506
-------------------------------------------------------------------------------
Total shareholders' equity                          2,167,590        2,228,253
-------------------------------------------------------------------------------
Total liabilities and shareholders' equity       $ 33,773,273    $  33,944,086
===============================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
 
</TABLE>
 
<TABLE>
<CAPTION>
                                                                              4.

                                                             HSBC Americas, Inc. 
---------------------------------------------------------------------------------
C O N S O L I D A T E D    S T A T E M E N T    O F    I N C O M E


                                                     Three months ended March 31,
                                                               1999         1998
---------------------------------------------------------------------------------
                                                                in thousands
<S>                                                     <C>          <C>
Interest income
 Loans                                                  $    465,830 $   447,532
 Securities                                                   58,843      58,949
 Trading assets                                               11,900      14,338
 Deposits with banks                                          27,564      29,641
 Federal funds sold and
  securities purchased
  under resale agreements                                     12,977      12,313
---------------------------------------------------------------------------------
Total interest income                                        577,114     562,773
---------------------------------------------------------------------------------
Interest expense
 Deposits
  In domestic offices                                        155,065     159,718
  In foreign offices                                          45,868      37,202
 Short-term borrowings                                        38,637      50,816
 Long-term debt                                               26,290      26,667
---------------------------------------------------------------------------------
Total interest expense                                       265,860     274,403
---------------------------------------------------------------------------------
Net interest income                                          311,254     288,370
Provision for credit losses                                   22,500      19,500
---------------------------------------------------------------------------------
Net interest income, after
  provision for credit losses                                288,754     268,870
---------------------------------------------------------------------------------
Other operating income
 Trust income                                                 12,658      11,087
 Service charges                                              29,194      27,836
 Mortgage servicing revenue                                   11,216      11,098
 Other fees and commissions                                   39,962      36,606
 Trading revenues                                              2,592       1,488
 Other income                                                 25,979      25,169
---------------------------------------------------------------------------------
Total other operating income                                 121,601     113,284
---------------------------------------------------------------------------------
                                                             410,355     382,154
---------------------------------------------------------------------------------
Other operating expenses
 Salaries and employee benefits                              104,500     100,961
 Net occupancy expense                                        22,752      22,281
 Other expenses                                               79,261      69,489
---------------------------------------------------------------------------------
Total other operating expenses                               206,513     192,731
---------------------------------------------------------------------------------
Income  before taxes                                         203,842     189,423
Applicable income tax expense                                 82,400      66,300
---------------------------------------------------------------------------------
Net income                                              $    121,442 $   123,123
=================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.

</TABLE>


<TABLE>
<CAPTION>

                                                                                        5. 

                                                                       HSBC Americas, Inc.
-------------------------------------------------------------------------------------------
C O N S O L I D A T E D    S T A T E M E N T    O F    C H A N G E S 
I N   S H A R E H O L D E R S'    E Q U I T Y

                                                        Three months ended March 31,
                                                        1999                1998
-------------------------------------------------------------------------------------------
                                                     Share-   Compre-    Share-    Compre-
                                                    holders'  hensive   holders'   hensive
                                                     Equity    Income    Equity    Income
-------------------------------------------------------------------------------------------
                                                                in thousands
<S>                                              <C>         <C>      <C>        <C>
Preferred stock
Balance, January 1,                              $        - *         $       - *
------------------------------------------------------------          ----------
Balance, March 31,                                        -                   -
------------------------------------------------------------          ----------
Common stock
Balance, January 1,                                       5                   5
------------------------------------------------------------          ----------
Balance, March 31,                                        5                   5
------------------------------------------------------------          ----------
Capital surplus
Balance, January 1,                               1,806,563           1,804,527
Capital contribution from parent                        696                 403
------------------------------------------------------------          ----------
Balance, March 31,                                1,807,259           1,804,930
------------------------------------------------------------          ----------
Retained earnings 
Balance, January 1,                                 377,179             205,112
Net income                                          121,442  $ 121,442   123,123 $ 123,123
Cash dividends declared on common stock            (155,000)           (115,000)
------------------------------------------------------------          ----------
Balance, March 31,                                  343,621             213,235
------------------------------------------------------------          ----------
Accumulated other comprehensive income
Balance, January 1,                                  44,506              29,309
Net unrealized gains (losses) arising during
  the period, less taxes of  ($14,691) and $1,175
  in 1999 and 1998, respectively                    (26,208)              2,069
Reclassification adjustment for net gains
  included in net income, less taxes of $858 and
  $1,620 in 1999 and 1998, respectively              (1,593)             (3,008)
Change in net unrealized gains on securities
  available for sale, net of taxes                             (27,801)               (939)
                                                              ---------           ---------
Comprehensive income                                         $  93,641           $ 122,184
------------------------------------------------------------  =========---------- =========
Balance, March 31,                                   16,705              28,370
------------------------------------------------------------           ----------
Total shareholders' equity, March 31,            $2,167,590           $2,046,540
============================================================           ==========
The accompanying notes are an integral part of the consolidated financial
statements.
*  $100 aggregate par value.

</TABLE>

<TABLE>
<CAPTION>
                                                                                    6.

                                                                   HSBC Americas, Inc. 
  
--------------------------------------------------------------------------------------
   C O N S O L I D A T E D   S T A T E M E N T   O F   C A S H   F L O W S

                                                          Three months ended March 31,
                                                                     1999        1998  
--------------------------------------------------------------------------------------
                                                                    in thousands
   <S>                                                        <C>          <C>   
   Cash flows from operating activities
       Net income                                             $   121,442  $  123,123
       Adjustments to reconcile net income to net cash          
       provided  by operating activities                        
            Depreciation, amortization and deferred taxes          13,723      14,090
            Provision for credit losses                            22,500      19,500
            Net change in other accrual accounts                  104,639     134,213
            Net change in loans originated for sale               119,103    (345,020)
            Net change in trading assets                           26,042      82,681
            Other, net                                            (31,628)    (21,767)
  ------------------------------------------------------------------------------------
              Net cash provided by operating activities           375,821       6,820
  ------------------------------------------------------------------------------------
   Cash flows from investing activities
       Net change in interest bearing deposits with banks        (250,801)    548,579
       Net change in short-term investments                      (649,262) (1,260,457)
       Purchases of securities                                 (1,036,113)   (455,697)
       Sales of securities                                        942,755     196,241
       Maturities of securities                                   405,356     529,092
       Net changes in credit card receivables                       6,660      96,691
       Net change in other short-term loans                        71,840     (42,421)
       Net originations and maturities of long-term loans         261,969     329,504
       Expenditures for premises and equipment                     (7,946)        538
       Cash used in acquisitions, net of cash acquired             (8,787)          -
       Other, net                                                 (21,639)    (32,096)
  ------------------------------------------------------------------------------------
            Net cash used by investing activities                (285,968)    (90,026)
  ------------------------------------------------------------------------------------
   Cash flows from financing activities
       Net change in deposits                                     (29,813)  1,298,709
       Net change in short-term borrowings                       (350,968)   (554,450)
       Issuance of long-term debt                                 200,000           -
       Repayment of long-term debt                               (100,153)   (208,302)
       Dividends paid                                            (155,000)   (125,000)
  ------------------------------------------------------------------------------------
            Net cash provided by financing activities            (435,934)    410,957
  ------------------------------------------------------------------------------------
   Net change in cash and due from banks                         (346,081)    327,751
   Cash and due from banks at beginning of period               1,262,423     928,691
  ------------------------------------------------------------------------------------
   Cash and due from banks at end of period                   $   916,342  $1,256,442
  ====================================================================================
   The accompanying notes are an integral part of the consolidated financial
   statements.

</TABLE>


                                                                         7.


Notes to Consolidated Financial Statements

1.  Basis of Presentation

The accounting and reporting policies of HSBC Americas, Inc. (the Company) and
its subsidiaries including its principal subsidiary, HSBC Bank USA (formerly
known as Marine Midland Bank), conform to generally accepted accounting
principles and to predominant practice within the banking industry.  Such
policies, except as noted below, are consistent with those applied in the
presentation of the Company's annual financial statements.

The interim financial information in this report has not been audited.  In the
opinion of the Company's management, all adjustments necessary for a fair
presentation of financial position, results of operations and cash flows for
the interim periods have been made.  The interim financial information should
be read in conjunction with the 1998 Annual Report on Form 10-K.

2.  Derivative Financial Instruments

The Company uses a variety of derivative instruments to manage interest rate
risk.  These derivative instruments follow either the synthetic alteration or
hedge model of accounting.  Interest rate risk is managed by achieving a mix
of derivative instruments and balance sheet assets and liabilities deemed
consistent and desirable given expectations of interest rate movements,
balance sheet changes and risk management strategies. 

Under the synthetic alteration accounting model, the related derivative
contract must be linked to specific individual assets or liabilities or pools
of similar balance sheet assets or liabilities by the notional and interest
rate risk characteristics of the associated instruments.    

Under the hedge accounting model, the related derivative likewise is linked to
specific individual or pools of similar balance sheet assets or liabilities by
the notional and interest rate risk characteristics of the associated
instruments.  In addition, it must be demonstrated that the asset, liability
or event that the derivative is associated with exposes the enterprise to
price or interest rate risk and that the related derivative contract
effectively reduces that risk.  Accordingly, there must be high correlation
between the changes in market value of the derivative and the fair value or
cash flows associated with the hedged item so that it is probable that the
results of the derivative will substantially offset the effects of price or
interest rate movement on the hedged item. To the extent these criteria are
satisfied, the derivative contract is accounted for on a basis consistent with
that of the underlying hedged item.  For a derivative financial instrument
synthetically altering an asset or liability accounted for on an historical
cost basis, accrual based accounting is applied. Specifically, income or
expense is recognized and accrued to the next settlement date in accordance
with the contractual terms of the agreement as an adjustment to the income or
expense associated with the underlying balance sheet position. The derivative
position would not be marked to market.
 
Derivative instruments that are entered into for the purpose of generating
trading revenues are accounted for on a mark to market basis. Associated
income and expense is recognized as trading revenue.  For derivatives linked
to securities classified as available for sale, the mark to market is
considered a component of the market value of the related securities and is
recorded through shareholders' equity consistent with the valuation of the
assets.  Derivatives used to limit the potential for loss associated with the
valuation of mortgage servicing rights are also considered in the valuation of
the related asset.



                                                                        8.



Derivatives that do not qualify as synthetic alterations or hedges at
inception are marked to market through earnings. Derivatives that cease to
qualify as synthetic alterations or hedges are marked to market prospectively
with any gains or losses at that time being deferred and amortized to earnings
over the remaining life of the derivative or the altered or hedged item
provided the hedged position has not been liquidated.  When the altered or
hedged position is liquidated the gain or loss, including any deferred amount
is recognized in earnings. 

3. Pledged Financial Instruments

At March 31, 1999, securities, loans and other assets carried at $4.0 billion  
were pledged as collateral for borrowings, to secure public and trust deposits
and for other purposes.

4. Business Segments
<TABLE>
<CAPTION>

The Company has four distinct segments that it utilizes for management
reporting and analysis purposes.  These segments are described in the
Company's 1998 Annual Report on Form 10-K.  The segment results show the
financial performance of the major business units.  These results are
determined based on the Company's management accounting process, which assigns
balance sheet, revenue and expense items to each reportable business unit on a
systematic basis.  With respect to segment results, management does not
analyze depreciation and amortization expense or expenditures for additions to
long-lived assets which are not considered significant.  As such, these
amounts are included in other expenses and average assets, respectively, in
the table.  
-----------------------------------------------------------------------------------------------
                                                   Segments                                
                                  ------------------------------------------
                                                                            Corporate 
                                  Commercial  Mortgage   Personal                 and 
                                     Banking   Banking    Banking   Treasury    Other    Total 
-----------------------------------------------------------------------------------------------     
                                                            (in millions)        
<S>                                  <C>        <C>       <C>         <C>      <C>     <C>
Three months ended March 31, 1999
Net interest income                  $   102    $   25    $   140     $    6   $   38  $   311 
Other operating income                    38        14         64          1        5      122 
Total income                             140        39        204          7       43      433 
Provision for credit losses                2         1         21          -       (2)      22 
Other expenses                            60        14        116          2       15      207 
Pretax income                             78        24         67          5       30      204 
Average assets                        11,708     8,549      4,090      3,970    5,428   33,745 
Average liabilities/equity             6,759       305     14,966      6,423    5,292   33,745 

Three months ended March 31, 1998
Net interest income                  $    77    $   13    $   141     $    4   $   54  $   289 
Other operating income                    32        14         57          1        9      113 
Total income                             109        27        198          5       63      402 
Provision for credit losses                4       (11)        18          -        8       19 
Other expenses                            44        13        109          2       25      193 
Pretax income                             61        25         71          3       30      190 
Average assets                         8,422     8,896      4,610      4,243    4,906   31,077 
Average liabilities/equity             5,227       277     14,639      5,709    5,225   31,077 
----------------------------------------------------------------------------------------------

</TABLE>



                                                                       9.


5.  New Accounting Standards                              

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities (FAS 133).  FAS 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities.  It
requires that all derivatives be recognized as either assets or liabilities in
the balance sheet and that those instruments be measured at fair value.  The
accounting for changes in the fair value of a derivative (that is, gains and
losses) depends on the intended use of the derivative and the resulting
designation as described below.

- For a derivative designated as hedging the exposures to changes in the
  fair value of a recognized asset or liability or a firm commitment, the
  gain or loss is recognized in earnings in the period of change together
  with the offsetting loss or gain on the hedged item attributable to the
  risk being hedged.

- For a derivative designated as hedging the exposure to variable cash
  flows, the derivatives gain or loss associated with the effective portion
  of the hedge is initially reported as a component of other comprehensive
  income and subsequently reclassified into earnings when the forecasted
  transaction affects earnings.  The ineffective portion is reported in
  earnings immediately.

- For a derivative not designated as a hedging instrument, the gain or loss
  is recognized in earnings in the period of change in fair value.

FAS 133 is effective beginning January 1, 2000.  The Company is in the process
of evaluating the potential impact of FAS 133 including reconsidering the
Company's risk management strategies.




                                                                      10.
                                                                               
                                                                      

Management's Discussion and Analysis of Financial Condition and
Results of Operations

HSBC Americas, Inc. (the Company) reported first quarter 1999 pre tax income
of $203.8 million, compared with $189.4 million in the first quarter of 1998.
Net income for the quarter declined to $121.4 million from $123.1 million in
the first quarter of 1998.

Net Interest Income

Net interest income for the first quarter of 1999 was $311.2 million compared
with $288.4 million for the first quarter of 1998.  

Interest income of $577.1 million in the first quarter of 1999 was 2.5% higher
than the first quarter of 1998.  Average earning assets of $31.4 billion in
the first quarter of 1999 were $2.3 billion higher than a year ago. Growth in
average earning assets was primarily from the acquisition of the $1.7 billion
commercial loan portfolio from the U.S. branches of The Hongkong and Shanghai
Banking Corporation Limited (HongkongBank) late in 1998.  The average rate
earned on earning assets was 7.45% compared with 7.83% a year ago.

Interest expense for the first quarter of 1999 was $265.9 million,
representing a 3.1% decrease over the first quarter of 1998.  Average interest
bearing liabilities for the first quarter of 1999 were $27.6 billion, 
compared with $24.7 billion a year ago.  The average rate paid on interest
bearing liabilities was 3.91% compared with 4.51% a year ago.  

The taxable equivalent net yield on average total assets for the current
year's first quarter was 3.75% compared with 3.77% in the 1998 first quarter. 

Other Operating Income

Total other operating income was $121.6 million in the first quarter of 1999,
compared with $113.3 million in the 1998 first quarter.  Fee income categories
of trust, service charges and other fees and commissions were up 3.2% during
the first quarter of 1999 compared with the first quarter of 1998, as a result
of improved product marketing.  Also, other operating income included a $15
million gain on the sale of the Company's student loan business in California
in 1999 compared with an $11 million gain on the sale of a credit card
portfolio in the 1998 period.
    
Other Operating Expenses

Other operating expenses were $206.5 million in the 1999 first quarter
compared with $192.7 million for the 1998 first quarter.  Operating costs
associated with the commercial loan portfolio acquired from the HongkongBank
and expenses related to strategic business initiatives accounted for increased
operating expense.  The cost:income ratio was 47.7% in the first quarter of
1999 compared with 48.0% for the first quarter of 1998.  

Year 2000 Readiness Disclosure 

The Company recognizes that with the approach of the new millennium the
inability of systems around the world to recognize the date change from
December 31, 1999 to January 1, 2000 could pose significant issues.  The
Company has assessed the impact of Year 2000 and does not expect either its
operations or service to customers to be significantly disrupted as a result
of its systems not being Year 2000 compliant.  Steering committees have been
formed in all the key business units and progress on the Year 2000 compliance
program is reported to the Board of Directors at each meeting.



                                                                      11.


The Year 2000 Program involves testing all the Company's relevant systems to
ensure that they are Year 2000 compliant and seeking confirmation from
suppliers and service providers that their products and services are Year 2000
compliant.  The Company is also assessing its customers' commitment to
achieving compliance and is providing information and assistance to help 
customers understand the risks and issues.  Relevant credit and investment
policies have been revised and relationship managers trained to ensure that
Year 2000 risks are taken account of in credit and investment evaluations.
  
All lines of program code in the Company's computer systems have already been
reviewed for Year 2000 compliance and amended or replaced where necessary.  As
of March 31, 1999 all mission critical systems have been tested and are in
use.  In addition, two computer systems which remain non-compliant are planned
to be replaced by mid-1999 and are of a non critical nature.  In other areas
of information technology (IT), the Company is reviewing its end-user
computing applications, networks, centralized data systems, and the desktop
environment for Year 2000 compliance.  Substantially all of the end-user
computing applications and inventory items related to the Company's networks
have already been made compliant.  The program to ensure the hardware and
software elements of the data center systems have been made Year 2000 
compliant is on schedule and substantially complete.

The Company has evaluated the potential effect of the Year 2000 on its non-IT
systems, including its facilities and other business processes.  Substantially
all of the Company's facilities and related systems have been investigated
and, where not already compliant, are in the process of being made so
compliant.

Revisions to Company-wide business contingency plans are being finalized to
address the perceived risks associated with the arrival of the Year 2000. 
These plans include mitigating the effects of any failure to complete remedial
work on critical business systems, business resumption contingency plans to
address the possibility of systems failure, and market resumption contingency
plans to address the possibility of the failure of systems or processes
outside the Company's control.  The Company is, however, unable to predict the
effect, if any, of the efforts to address the Year 2000 problem fail.

Lack of readiness on the part of third parties would expose the Company to the
potential for loss, impairment of business processes and activities, and
disruption of financial markets.  The Company has been actively communicating
with third parties concerning the status of their Year 2000 readiness.  An
inventory of the status of all vendors and suppliers has been completed and
their products and services are being tested for Year 2000 compliance. 
Information received from third parties is being analyzed as part of the
process of evaluating options and mitigating third-party risk.

The Company estimates that the total cost of the project will be $60 million,
including $10 million relating to non-IT projects.  Approximately $49 million
has been incurred to date for the total project, including $5 million in the
first quarter of 1999.  These costs include estimated capitalizable costs of
$15 million for upgrading personal computers and replacing software, of which
approximately $11 million has been incurred through March 31, 1999. 
Management does not anticipate any material incremental costs to be incurred
in any single period as generally the costs represent the redeployment of
existing IT resources.  Although the redeployment has resulted in deferral of
some IT projects and the acceleration of others, the Company does not expect
the deferrals to have a material effect on its financial position or results
of operations.



                                                                      12.


Income Taxes

The effective tax rate was 40% in the first quarter of 1999 compared with 35%
in the same quarter of 1998.  Tax loss carryforwards which had led to reduced
tax charges in the past have been generally utilized, causing the effective
tax rate to rise toward the statutory rate.  The deferred tax asset at March
31, 1999 was $73 million compared with $59 million at December 31, 1998.

<TABLE>
<CAPTION>

Asset Quality

The following table provides a summary of the allowance for credit losses and
nonaccruing loans:

                                           3 Months      3 Months        Year 
                                              Ended         Ended       Ended 
                                            3/31/99       3/31/98    12/31/98 
                                            -------       -------    --------
                                                     (in millions)
<S>                                          <C>           <C>         <C>
Allowance for Credit Losses  
  Balance at beginning 
    of period                                $379.7        $409.4      $409.4 
  Allowance related to  
    acquired companies                          1.1             -           - 
  Provision charged to income                  22.5          19.5        80.0 
  Net charge offs                              17.0          22.2       109.7 
                                              -----         -----       -----
  Balance at end of period                   $386.3        $406.7      $379.7 
                                              =====         =====       =====  

                                           March 31,  December 31,   March 31,
                                               1999          1998        1998 
                                                     (in millions)
Nonaccruing Loans
  Balance at end of period                   $321.0        $336.8      $314.0 
  As a percent of loans 
   outstanding                                 1.36%         1.40%       1.45%

Nonperforming Loans and Assets *
  Balance at end of period                   $325.5        $345.6      $330.7 
  As a percent of total assets                  .96%         1.02%       1.03%

Allowance Ratios
  Allowance for credit losses 
  as a percent of:
   Loans                                       1.63%         1.58%       1.88%
   Nonaccruing loans                         120.36        112.74      129.52 


* Includes nonaccruing loans, other real estate and other owned assets.

</TABLE>

Provisions for credit losses were $22.5 million in the first quarter of 1999 
compared with $19.5 million in the first quarter of 1998.  Net charge offs in
the credit card portfolio were $19.0 million and $25.0 million in the first
quarters of 1999 and 1998, respectively.  The delinquency rate for the credit
card portfolio was 3.86% at March 31, 1999, compared with 3.91% at December
31, 1998 and 4.02% at March 31, 1998.  Commercial loan credit quality resulted
in net recoveries of $4.4 million in the first quarter of 1999 compared with
net recoveries of $6.8 million in the first quarter of 1998.  

The Federal Financial Institutions Examination Council has revised its policy
for classification and charge offs for consumer installment credit including
residential mortgages.  Certain revisions are to be implemented by June 30,
1999.  The Company estimates that charge offs relating to the implementation
of the revised policy could total $9 million in the second quarter of 1999.




                                                                      13.



The Company identified impaired loans totaling $190 million at March 31, 1999,
of which $81 million had a specific credit loss allowance of $37 million.  At
December 31, 1998, impaired loans were $183 million of which $81 million had a
specific credit loss allowance of $32 million.  

Derivative Financial Instruments

As principally an end-user of off-balance sheet financial instruments, the
Company uses various derivative financial instruments to manage its overall
interest rate risk and to reduce the risk associated with changes in the
income stream of certain on-balance sheet assets and liabilities.  At 
March 31, 1999, $15.2 billion notional value of such positions, with an
estimated positive fair value of approximately $99 million were outstanding. 
At December 31, 1998, $12.4 billion notional value of such positions, with an
estimated positive fair value of $165.0 million were outstanding.

The Company also maintains various derivatives in its trading portfolio to
offset risk associated with changes in market value of certain trading assets,
and to satisfy the foreign currency requirements of retail customers.  These
derivatives are carried at fair value.  At March 31, 1999, $.3 billion
notional value of such positions with an estimated positive fair value of $.1  
million were outstanding.  At December 31, 1998, $.5 billion of notional value
of such positions with a nominal positive fair value were outstanding.

The Company's credit risk associated with off-balance sheet positions is not
considered material, since almost all derivative contracts are executed with
counterparties affiliated through common ownership.  Collateral is maintained
on these positions, the amount of which is consistent with the measurement of
exposure used in the risk-based capital ratio calculations under the banking
regulators' guidelines.

Liquidity

The Company maintains a strong liquidity position.  The size and stability of
its deposit base are complemented by its maintenance of a surplus borrowing
capacity in the money markets, including the ability to issue additional
commercial paper and access unused lines of credit of $500 million at 
March 31, 1999.  Wholesale liabilities were $7.6 billion at March 31, 1999
compared with $8.0 billion at December 31, 1998.  The Company also has strong
liquidity as a result of a high level of immediately saleable or pledgeable
assets including its available for sale securities portfolio, mortgages and
other assets.

Capital

Shareholders' equity was $2.2 billion at March 31, 1999, approximately the
same level as December 31, 1998. 

Under risk-based capital guidelines, the Company's capital ratios were 8.68%
at the Tier 1 level and 12.54% at the total capital level at March 31, 1999. 
These ratios compared with 8.62% at the Tier 1 level and 12.04% at the total
capital level at December 31, 1998. 

Under guidelines for leverage ratios, the Company's ratio of Tier 1 capital to
quarterly average total assets was 6.62% at March 31, 1999 compared with 6.76%
at December 31, 1998.



                                                                      14.


Pending Acquisition

On May 10, 1999, HSBC Holdings plc, the ultimate parent of the Company
(Parent), Republic New York Corporation (Republic), and Safra Republic
Holdings S.A., an approximately 49% controlled subsidiary of Republic (SRH),
entered into a Transaction Agreement and Plan of Merger.  Republic is the
parent corporation of Republic National Bank of New York, which at 
December 31, 1998 had reported total assets of $46.5 billion and 83 branches
in New York State.  In accordance with the agreement, Republic will become a
subsidiary of Parent and Parent will offer to acquire all of the outstanding
shares of SRH not already owned by Republic.  The pending acquisition, which
is subject to required approvals by Republic's stockholders and regulatory
agencies, is expected to close late in the third quarter or during the fourth
quarter of 1999.

Following the merger, it is expected that HSBC Bank USA will be merged with
Republic National Bank of New York.  In addition, Parent may determine,
subject to regulatory approval, to combine certain other businesses of
Republic or SRH with those of the Company.

Forward-Looking Statements

This report includes forward-looking statements.  Statements that are not
historical facts, including statements about management's beliefs and
expectations, are forward-looking statements and involve inherent risks and
uncertainties.  A number of important factors could cause actual results to
differ materially from those contained in any forward-looking statements. 
Such factors include, but are not limited to: sharp and/or rapid changes in
interest rates; significant changes in the economic conditions which could
materially change anticipated credit quality trends and the ability to 
generate loans; technology changes and challenges such as Year 2000 systems
remediation as well as uncertainties relating to the ability of third parties
with whom the Company does business to address the Year 2000 issue in a timely
and adequate manner; significant changes in accounting, tax or regulatory
requirements; and competition in the geographic and business areas in which
the Company conducts its operations.

<TABLE>
<CAPTION>

                                                                       15.

                                                        HSBC Americas, Inc.
-----------------------------------------------------------------------------
CONSOLIDATED AVERAGE BALANCES AND INTEREST RATES*

                                First Quarter 1999      First Quarter 1998
                              Balance  Interest  Rate Balance  Interest  Rate
-----------------------------------------------------------------------------
                                               in millions
<S>                            <C>      <C>    <C>     <C>      <C>    <C>  
Assets
Interest bearing deposits 
  with banks                   $ 2,092  $ 27.6  5.34 % $ 2,007  $ 29.6  5.99 %
Federal funds sold and
  securities purchased under
  resale agreements              1,079    13.0  4.88       885    12.3  5.64
Trading assets                     875    11.9  5.46       942    14.4  6.10
Securities                       3,999    58.9  5.97     3,870    59.0  6.18
Loans
  Domestic                                               
    Commercial                  10,415   208.3  8.11     7,995   178.6  9.06
    Consumer                                 
         Residential mortgages   9,517   165.5  6.96     9,967   172.8  6.93
         Other consumer          2,481    74.5 12.18     2,916    85.7 11.92
-----------------------------------------------------------------------------
      Total domestic            22,413   448.3  8.11    20,878   437.1  8.49
  International                    979    18.0  7.46       592    11.0  7.56
-----------------------------------------------------------------------------
      Total loans               23,392   466.3  8.08    21,470   448.1  8.46
-----------------------------------------------------------------------------
Total earning assets            31,437  $577.7  7.45 %  29,174  $563.4  7.83 %
-----------------------------------------------------------------------------
Allowance for credit losses       (383)                   (408)
Cash and due from banks          1,154                   1,113
Other assets                     1,537                   1,198
-----------------------------------------------------------------------------
Total assets                   $33,745                 $31,077
=============================================================================
Liabilities and Shareholders' Equity
Interest bearing demand
 deposits                      $ 2,214  $  4.9  0.91 % $ 2,086  $  5.9  1.14 %
Consumer savings deposits        5,625    34.7  2.50     5,514    36.8  2.71
Other consumer time deposits     6,835    79.8  4.73     6,285    87.8  5.66
Commercial, public savings
 and other time deposits         3,913    35.6  3.69     2,750    29.3  4.31
Deposits in foreign offices,
 primarily banks                 4,139    45.9  4.49     2,823    37.2  5.35
-----------------------------------------------------------------------------
Total interest bearing deposits 22,726   200.9  3.59    19,458   197.0  4.10
-----------------------------------------------------------------------------
Federal funds purchased and 
 securities sold under 
 repurchase agreements             974    10.5  4.37     1,134    16.0  5.74
Other short-term borrowings      2,094    28.2  5.45     2,444    34.8  5.77
Long-term debt                   1,803    26.3  5.91     1,615    26.6  6.70
-----------------------------------------------------------------------------
Total interest bearing 
  liabilities                   27,597  $265.9  3.91 %  24,651  $274.4  4.51 %
-----------------------------------------------------------------------------
Interest rate spread                            3.54 %                  3.32 %
-----------------------------------------------------------------------------
Noninterest bearing deposits     3,241                   3,721
Other liabilities                  744                     613
Shareholders' equity             2,163                   2,092
-----------------------------------------------------------------------------
Total liabilities and
 shareholders' equity          $33,745                 $31,077
=============================================================================
Net yield on average earning assets             4.02 %                  4.02 %
Net yield on average total assets               3.75                    3.77
=============================================================================
* Interest and rates are presented on a taxable equivalent basis.
 
</TABLE>
 


                                                                      16.



Part II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibit
    12. Computation of Ratio of Earnings to Fixed Charges

(b) Report on Form 8-K
    A Current Report on Form 8-K dated March 29, 1999 was filed on March 29,
    1999 to report the change in name of the Company's significant subsidiary
    from Marine Midland Bank to HSBC Bank USA and to report a change in its
    address to One HSBC Center, Buffalo, New York 14203.



                                                                    17.
                                                                


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, thereunto duly authorized.





                                                HSBC Americas, Inc.
                                                    (Registrant)



                                 
Date: May 12, 1999                            /s/ Gerald A. Ronning           
                                                 Gerald A.Ronning              
                                         Executive Vice President & Controller 
                                            (On behalf of Registrant and 
                                             as Chief Accounting Officer)
                                 


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<CAPTION>
                                                                          18.
                                                        


                                                                  Exhibit 12


                           HSBC Americas, Inc.
            Computation of Ratio of Earnings to Fixed Charges
                      (in millions, except ratios)
-------------------------------------------------------------------------------------
                                                         Three months ended March 31,
                                                                     1999       1998
-------------------------------------------------------------------------------------
<S>                                                                  <C>        <C>
Excluding interest on deposits

Net income                                                           $121       $123
Applicable income tax expense                                          82         66
Less undistributed equity earnings                                      1          1
Fixed charges:                                                  
  Interest on:                                                  
   Borrowed funds                                                      39         51
   Long-term debt                                                      26         27
  One third of rents, net of income from 
   subleases                                                            4          3
-------------------------------------------------------------------------------------
Total fixed charges                                                    69         81
Earnings before taxes based on income                           
 and fixed charges                                                   $271       $269
-------------------------------------------------------------------------------------

Ratio of earnings to fixed charges                                   3.93       3.32
-------------------------------------------------------------------------------------
Including interest on deposits                         

Total fixed charges (as above)                                       $ 69       $ 81
Add: interest on deposits                                             201        197
-------------------------------------------------------------------------------------  
Total fixed charges and interest on deposits                         $270       $278
-------------------------------------------------------------------------------------
Earnings before taxes based on income and              
 fixed charges (as above)                                            $271       $269
Add: interest on deposits                                             201        197
-------------------------------------------------------------------------------------

Total                                                                $472       $466
-------------------------------------------------------------------------------------

Ratio of earnings to fixed charges                                   1.75       1.68
-------------------------------------------------------------------------------------
</TABLE>