8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  May 18, 2012

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Commission file number: 1-7436

HSBC USA INC.

(Exact name of registrant as specified in its charter)

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

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

Not Applicable

_________________________________________________________________________

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

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

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

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

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

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

Item 8.01.  Other Items.

On May 18, 2012, HSBC Holdings plc (“HSBC”) issued a press release announcing that its indirect, wholly owned subsidiary, HSBC Bank USA, N.A., completed the previously-announced sale of Upstate New York retail branches to First Niagara Bank, N.A.  A copy of the press release issued by HSBC is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

99.1           Press Release dated May 18, 2012

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 and Deputy General Counsel

Dated:  May 18, 2012

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated May 18, 2012

EX-99.1

18 May 2012

SALE OF UPSTATE NEW YORK RETAIL BRANCHES TO
FIRST NIAGARA COMPLETES

***Branches sold for a consideration of US$0.9bn***

***HSBC to retain commercial banking operations in the Upstate NY market***

On 31 July 2011, HSBC announced that its wholly-owned subsidiary HSBC Bank USA, N.A. and other wholly-owned subsidiaries, had agreed to sell 195 retail branches, primarily in Upstate New York1, to First Niagara Bank, N.A. (“First Niagara”)2.

The sale to First Niagara completed today. Consideration received, based on figures at 30 April 2012, was approximately US$0.9bn3.

At 30 April 2012, the branches held approximately US$14.5bn in deposits and over US$4bn of brokerage and insurance assets under management. As at 30 April 2012 the branches had outstanding loans to customers of US$2.2bn.

HSBC Bank USA, N.A. remains committed to serving and further developing corporate banking relationships in Upstate New York, including the provision of a full suite of international commercial banking offerings, including trade and cash management products and services.

Media enquiries to:

Chicago
Neil Brazil	+1 847 208 4319	neil.brazil@us.hsbc.com

Investor Relations enquiries to:

London
Guy Lewis	+44 (0)20 7992 1938	guylewis@hsbc.com
Robert Quinlan	+44 (0)20 7991 3643	robert.quinlan@hsbc.com
Hong Kong
Hugh Pye	+852 2822 4398	hugh.pye@hsbc.com

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This news release is issued by HSBC Holdings plc Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ, United Kingdom Web:  www.hsbc.com Incorporated in England with limited liability.  Registered number 617987

Notes to editors:

‘HSBC’ means HSBC Holdings plc or one of the US companies in the HSBC Group – HSBC Bank USA, National Association; HSBC Securities (USA) Inc.; and HSBC Technology & Services (USA) Inc. – as the context may require.

(1) Number includes 183 branches in New York's Upstate region, four branches in northern Westchester County, NY, two branches in Putnam County, NY, and six branches in Connecticut.

(2) First Niagara has assigned its rights to acquire 57 of the 195 branches it acquired and expects those subsequent divestitures to close in the third quarter of 2012.

(3) Subject to adjustment based on the 18 May 2012 final closing balances.

HSBC Bank USA, National Association, with total assets of $206.8bn as of 31 March 2012 (US GAAP), serves 3.8 million customers through its personal financial services, commercial banking, private banking, asset management, and global banking and markets segments. It operates more than 470 bank branches throughout the United States. There are over 370 in New York state as well as branches in Connecticut, Washington, D.C., Florida, New Jersey, Pennsylvania, Maryland, Virginia, California, Delaware, Illinois, Oregon and Washington State. HSBC Bank USA, N.A. is the principal subsidiary of HSBC USA Inc., an indirect, wholly-owned subsidiary of HSBC North America Holdings Inc., one of the nation's largest bank holding companies by assets. HSBC Bank USA, N.A. is a member of the FDIC.

The HSBC Group

HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London. The Group serves customers worldwide from around 7,200 offices in over 80 countries and territories in Europe, the Asia-Pacific region, North and Latin America, and the Middle East and North Africa. With assets of US$2,637bn at 31 March 2012, the HSBC Group is one of the world’s largest banking and financial services organisations.

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