
				UNITED STATES
		SECURITIES AND EXCHANGE COMMISSION
				Washington, D.C. 20549
				________________________________
				FORM 8-K
				CURRENT REPORT
	Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	Date of Report (Date of earliest event reported): February 20, 2009
			__________________________________
			HSBC USA INC. (Exact name of registrant as specified in its charter)
			Commission File Number 1-7436
	Maryland				13-2764867
	(State or other jurisdiction of incorporation)				(IRS Employer Identification Number)
	452 Fifth Avenue New York, New York				10018
	(Address of principal executive offices)				(Zip Code)

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

		Not Applicable
	(Former name or former address, if changed since last report)

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

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

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

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

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On February 20, 2009, the registrant’s Board of Directors approved an amendment and restatement of the registrant’s bylaws (the "Bylaws") to (i) revise the definition of "Policy Making Officers" (Article IV, Section 4.1) and (ii) remove Article IV, Section 4.11, Compensation.

A copy of the registrant's Bylaws, as amended and restated, is filed as Exhibit 3.3 to this Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits. ___________________________________________________________________________
(d)	Exhibits.
	Exhibit No.	Description

	3.3	Registrant’s bylaws, as amended and restated.

	SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		HSBC USA INC. (Registrant)
		By: /s/ Mick Forde
		Mick Forde Senior Vice President, Deputy General Counsel - Corporate and Assistant Secretary

Dated: February 24, 2009

Exhibit Index

___________________________________________________________________________

Exhibit No.	Description

3.3	Registrant’s bylaws, as amended and restated.