FWP 1 v112652_fwp.htm

Filed Pursuant to Rule 433
Registration No. 333-133007
May 2, 2008
HSBC USA INC.
$[l]
Enhanced Market Participation Notes
Linked to the S&P 500® Index
FREE WRITING PROSPECTUS
(To Prospectus dated April 5, 2006,
Prospectus Supplement dated October 12, 2007,
and Prospectus Addendum dated December 12, 2007)

 
The terms and conditions relating to the offering set forth in this free writing prospectus shall supersede the terms and conditions set forth in another free writing prospectus dated May 2, 2008 relating to the same offering previously filed with the Securities and Exchange Commission.
 
Terms used in this free writing prospectus are described or defined in the prospectus supplement and prospectus. The notes offered will have the terms described in the prospectus supplement and prospectus. The notes are not principal protected, and you may lose up to 100% of your initial investment.
 
This free writing prospectus relates to a single note offering. The purchaser of a note will acquire a security linked to the single reference asset described below. Although the 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 the reference asset or any component security included in the reference asset or as to the suitability of an investment in the related notes. The following key terms relate to the notes offering:
 
REFERENCE ASSET (TICKER)
UPSIDE
PARTICIPATION RATE 
MAXIMUM
CAP
ISSUE AMOUNT
AGENT'S DISCOUNTOR COMMISSION PER NOTE / TOTAL (1)
PROCEEDS TO US PER NOTE / TOTAL
CUSIP / ISIN
FINAL VALUATION
DATE(2)
S&P 500® Index (SPX)
300%
[20.00%]
TBD
TBD
TBD
4042K0NN1 / [l]
[August 26, 2009]
 
(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.
(2) The final valuation date is subject to adjustment as described herein.
 
·
Principal Amount:
$1,000 per note.
·
Trade Date:
[May 27, 2008]
·
Pricing Date:
[May 30, 2008]
·
Original Issue Date:
[May 30, 2008]
·
Maturity Date:
3 business days after the final valuation date and is expected to be [August 31, 2009]. The maturity date is subject to further adjustment as described herein.
·
Payment at Maturity:
For each note, the cash settlement value.
·
Cash Settlement Value:
For each note, you will receive a cash payment on the maturity date that is based on the index return (as described below):
     
If the index return is greater than or equal to 0.00%, you will receive an amount equal to 100% of the principal amount plus the lesser of:
       
(i) the product of (a) the principal amount multiplied by (b) the index return multiplied by the upside participation rate; and
       
(ii) the product of (a) the principal amount multiplied by (b) the maximum cap; and
     
If the index return is less than 0.00%, you will lose 1% of the principal amount for each percentage point that the index return is below 0.00%. For example, if the index return is -30%, you will suffer a 30% loss and receive 70% of the principal amount.
·
Index Return:
The quotient, expressed as a percentage, of (i) the index ending level minus the index starting level divided by (ii) the index starting level, expressed as a formula:
   
·
Index Starting Level:
The official closing level of the reference asset as determined by the calculation agent on the pricing date.
·
Index Ending Level:
The official closing level of the reference asset as determined by the calculation agent on the final valuation date.
·
Official Closing Level:
The official closing level of the reference asset on any scheduled trading day (as defined herein) as determined by the calculation agent based upon determinations with respect thereto made by the reference sponsor and displayed on Bloomberg Professional® service page “SPX <INDEX>”.
·
Form of notes:
Book-Entry.
·
Listing:
The notes will not be listed on any U.S. securities exchange or quotation system.
 
Investment in the notes involves certain risks. You should refer to “Risk Factors” beginning on page FWP-4 of this document and page S-3 of the prospectus supplement.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this free writing prospectus, or the accompanying prospectus supplement and prospectus, is truthful or complete. Any representation to the contrary is a criminal offense.
 
The notes are not deposit liabilities or other obligations 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. We may use this free writing prospectus in the initial sale of notes. In addition, HSBC Securities (USA) Inc. or another of our affiliates or agents may use this free writing prospectus in market-making transactions in any notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this free writing prospectus is being used in a market-making transaction.
 
We have appointed HSBC Securities (USA) Inc. as agent for the sale of the notes. HSBC Securities (USA) Inc. will offer the notes to investors directly or through other registered broker-dealers.
 
HSBC SECURITIES (USA) INC.
May 2, 2008

 
 
 

 
SUMMARY
 
General Terms
 
This free writing prospectus relates to a single note offering linked to the reference asset identified on the cover page. The purchaser of a note will acquire a security linked to the reference asset. We reserve the right to withdraw, cancel or modify any offering and to reject orders in whole or in part. Although the 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 the reference asset or as to the suitability of an investment in the notes.
 
You should read this document together with the prospectus dated April 5, 2006 and the prospectus supplement dated October 12, 2007, and the prospectus addendum of December 12, 2007. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page FWP-4 of this free writing prospectus 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. As used herein, references to “HSBC”, “we,” “us” and “our” are to HSBC USA Inc.
 
HSBC USA Inc. has filed a registration statement (including a prospectus, a prospectus supplement, and a prospectus addendum) 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 and prospectus 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. or any dealer participating in this offering will arrange to send you the prospectus, prospectus addendum and prospectus supplement if you request them by calling toll-free 1 888 800 4722.
 
You may also obtain:
 
 
 
 
We are using this free writing prospectus to solicit from you an offer to purchase the notes. You may revoke your offer to purchase the notes at any time prior to the time at which we accept your offer by notifying HSBC Securities (USA) Inc. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any material changes to the terms of the notes, we will notify you.
 
Payment at Maturity
 
On the maturity date, for each note, we will pay you the cash settlement value, which is an amount in cash based on the index return, as described below:
 
 
·
If the index return is greater than or equal to 0.00%, you will receive an amount equal to 100% of the principal amount plus the lesser of:
 
 
(i)
the product of (a) the principal amount multiplied by (b) the index return multiplied by the upside participation rate; and
 
 
(ii)
the product of (a) the principal amount multiplied by (b) the maximum cap; and
 
 
·
If the index return is less than 0.00%, you will lose 1% of the principal amount for each percentage point that the index return is below 0.00%. For example, if the index return is -30%, you will suffer a 30% loss and receive 70% of the principal amount.

 
FWP-2
 

 
Interest
 
The notes will not bear interest.
 
Expenses
 
We estimate that we will spend approximately $[5,000] for printing, trustee and legal fees and other expenses allocable to the offerings for each offering of notes.
 
Market Disruption Event
 
If the final valuation date is not a scheduled trading day, then the final valuation date will be the next scheduled trading day. If a market disruption event (as defined below) exists on the final valuation date, then the final valuation date will be the next scheduled trading day for which there is no market disruption event. If a market disruption event with respect to the Final Valuation Date exists on five consecutive scheduled trading days, then that fifth scheduled trading day will be the final valuation date, and the calculation agent will determine the index ending level on that date in accordance with the formula for and method of calculating the reference asset last in effect prior to the occurrence of that market disruption event, using the relevant exchange traded or quoted price of each component security comprised in the reference asset (or if an event giving rise to a market disruption event has occurred with respect to a component security in the reference asset on that fifth scheduled trading day, its good faith estimate of the value for that component security). If the final valuation date is postponed, then the maturity date will also be postponed until the third business day following the postponed final valuation date.
 
“Market disruption event” means any scheduled trading day on which any relevant exchange or related exchange fails to open for trading during its regular trading session or on which any of the following events has occurred and is continuing which we determine is material:
 
(i) Any suspension of or limitation imposed on trading by any relevant exchanges or related exchanges or otherwise, (A) relating to any component security included in the reference asset or (B) in futures or options contracts relating to the reference asset on any related exchange; or
 
(ii) Any event (other than any event described in (iii) below) that disrupts or impairs the ability of market participants in general (A) to effect transactions in, or obtain market values for any component security included in the reference asset or (B) to effect transactions in, or obtain market values for, futures or options contracts relating to the reference asset on any relevant related exchange; or
 
(iii) The closure on any scheduled trading day of any relevant exchange relating to any component security included in the reference asset or any related exchange prior to its scheduled closing time (unless the earlier closing time is announced by the relevant exchange or related exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on the exchange and (ii) the submission deadline for orders to be entered into the relevant exchange or related exchange for execution at the close of trading on that day).
 
“Related exchange” for the reference asset means each exchange or quotation system or any successor or temporary substitute for such exchange or quotation system (provided we have determined, for a substitute exchange or quotation system, that liquidity on such substitute is comparable to liquidity on the original related exchange) where trading has a material effect (as determined by the calculation agent) on the overall market for futures or options contracts relating to the index.
 
“Relevant exchange” for the reference asset means the primary exchange or quotation system for any security then included in the reference asset.
 
“Scheduled closing time” means the scheduled weekday closing time of the relevant exchange or related exchange, without regard to after hours or any other trading outside of the regular trading session hours.
 
“Scheduled trading day” for the reference asset means any day on which all of the relevant exchanges and related exchanges are scheduled to be open for trading for each component security then included in the reference asset.

 
FWP-3
 

 
Calculation Agent
 
We or one of our affiliates will act as calculation agent with respect to the notes.
 
INVESTOR SUITABILITY
 
The notes may be suitable for you if:
 
¨  You believe the level of the reference asset will increase moderately—meaning that you believe the reference asset will increase over the term of the notes, but do not believe such increase is likely to exceed the maximum cap.
 
¨  You are willing to make an investment that is exposed to the full downside performance risk of the reference asset.
 
¨  You are willing to forego dividends paid on the stocks included in the reference asset.
 
¨  You do not seek current income from this investment.
 
¨  You are willing to hold the notes to maturity.
 
¨  You are willing to make an investment that is subject to a maximum cap.
 
  
 
The notes may not be suitable for you if:
 
¨  You do not believe the level of the reference asset will increase over the term of the notes, or you believe the level of the reference asset will increase by more than the maximum cap during the term of the note.
 
¨  You are unwilling to make an investment that is exposed to the full downside performance risk of the reference asset.
 
¨  You seek an investment that is exposed to the full potential appreciation of the reference asset, without a cap on participation.
 
¨  You prefer to receive the dividends paid on any stocks included in the reference asset.
 
¨  You seek current income from this investment.
 
¨  You are unable or unwilling to hold the notes to maturity.
 
¨  You seek an investment for which there will be an active secondary market.
 
RISK FACTORS
 
We urge you to read the section “Risk Factors” on page S-3 in the accompanying prospectus supplement. Investing in the notes is not equivalent to investing directly in the reference asset or the component securities comprising the reference asset. You should understand the risks of investing in the notes and should reach an investment decision only after careful consideration, with your advisers, of the suitability of the notes in light of your particular financial circumstances and the information set forth in this free writing prospectus and the accompanying prospectus supplement and prospectus.
 
As you review “Risk Factors” in the accompany prospectus supplement, you should pay particular attention to the following sections:
 
 
·
“— Risks Relating to All Note Issuances”; and
 
 
·
“— Additional Risks Relating to Notes with an Equity Security or Equity Index as the Reference Asset”.
 
You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.
 
The Notes are Not Principal Protected and You May Lose Up to 100% of Your Initial Investment.
 
The notes are not principal protected. The notes differ from ordinary debt securities in that we will not pay you 100% of your principal amount if the index return is negative. In that event, you will lose 1% of the original principal amount for each percentage point that the index return is below 0.00%. Accordingly, you may lose up to 100% of your initial investment in the notes.

 
FWP-4
 

 
Your Gain on the Notes at Maturity, if any, May Not Reflect the Full Performance of the Reference Asset.
 
Your payment at maturity per note will not be greater than the amount equal to the principal amount plus the product of (i) the principal amount and (ii) the maximum cap. This means that the maximum possible return for each note is the maximum cap. Therefore, you may not have the benefit of full exposure to the positive performance of the reference asset if the product of the index return multiplied by the upside participation rate is greater than the maximum cap.
 
The Notes will not be Listed on any Securities Exchange or Quotation System.
 
We intend to offer to purchase the notes in the secondary market but are not required to do so. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which we are willing to buy the notes.
 
The Notes will not Bear Interest.
 
As a holder of the notes, you will not receive interest payments.
 
Changes that Affect the Reference Asset Will Affect the Market Value of the Notes and the Amount You Will Receive at Maturity.
 
The policies of the publisher, sponsor or compiling authority for the reference asset (the “reference sponsor”) concerning additions, deletions and substitutions of the constituents included in the reference asset and the manner in which the reference sponsor takes account of certain changes affecting those constituents included in the reference asset may affect the value of the reference asset. The policies of the reference sponsor with respect to the calculation of the reference asset could also affect the level of the reference asset. The reference sponsor may discontinue or suspend calculation or dissemination of the reference asset. Any such actions could affect the value of the notes.
 
Please read and pay particular attention to the section “Additional Risks Relating to Notes with an Equity Security or Equity Index as the Reference Asset” in the accompanying prospectus supplement.
 
Uncertain Tax Treatment.
 
You should carefully consider, among other things, the matters set forth in “Certain U.S. Federal Income Tax Considerations” in the prospectus supplement. 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 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 the notes. Under one approach, the notes should be treated as pre-paid forward or other executory contracts with respect to the reference asset. We intend to treat the notes consistent with this approach. Pursuant to the terms of the notes, you agree to treat the notes under this approach for all U.S. federal income tax purposes, and in the opinion of Cadwalader, Wickersham & Taft LLP, special U.S. tax counsel to us, it is reasonable to treat the notes in accordance with this approach. See “Certain U.S. Federal Income Tax Considerations — Certain Equity-Linked Notes — Certain Notes Treated as Forward Contracts or Executory Contracts” in the prospectus supplement for certain U.S. federal income tax considerations applicable to notes that are treated as pre-paid cash-settled forward or other executory contracts.
 
Certain of the entities included in the reference asset could be treated as a “real estate investment trust” ("REIT"), partnership, trust, or “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes, or otherwise as a “pass-thru entity” for purposes of section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”), in which case it is possible that the note will be subject to the "constructive ownership" rules of section 1260 of the Code. If so, the portion of any gain that relates to a pass-thru entity that would otherwise be treated as long-term capital gain recognized on the sale, exchange, maturity, or other taxable disposition of the notes could be treated as ordinary income and subject to an interest charge.

 
FWP-5
 

 
Because of the uncertainty regarding the tax treatment of the notes, 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.”
 
ILLUSTRATIVE EXAMPLES
 
The following examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the level of the reference asset relative to its index starting level. We cannot predict the index ending level of the reference asset on the final valuation date. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events, and the hypothetical index starting level used in the illustrations below is not the actual index starting level of the reference asset. You should not take these examples as an indication or assurance of the expected performance of the reference asset. With respect to the notes, the cash settlement value may be less than the amount that you would have received from a conventional debt security with the same stated maturity, including those issued by HSBC. The numbers appearing in the examples below have been rounded for ease of analysis.
 
The following examples indicate how the cash settlement value would be calculated with respect to a hypothetical $1,000 investment in the notes. These examples assume the notes are held to maturity, a maximum cap of 20.00% and an upside participation rate of 300%.
 
Example 1: The index return is positive over the term of the notes, and the product of the index return multiplied by the upside participation rate is greater than the maximum cap.
 
 
Reference Asset
Index Starting Level
1,409.34
Index Ending Level
1,550.27
Index Return
10.00%
Index Return x Upside Participation Rate:
30.00%
Maximum Cap:
20.00%
Cash Settlement Value:
$1,200.00
 
Here, the index return is 10.00%.
 
Because the index return is positive, the cash settlement value equals the principal amount of the note plus the lesser of (1) the product of (a) the principal amount multiplied by (b) the index return multiplied by the upside participation rate and (2) the product of (a) the principal amount multiplied by (b) the maximum cap. Accordingly, at maturity, the cash settlement value in this example would equal $1,000.00 plus (a) $1,000.00 multiplied by (b) 20.00%. Therefore, the notes would pay $1,200.00 at maturity.
 
Example 1 shows that you are assured the return of your principal investment when the index ending level is greater than the index starting level for the reference asset. Example 1 also illustrates that if the product of the index return multiplied by the upside participation rate exceeds the stated maximum cap, your return on the notes will be limited to the stated maximum cap.
 
Example 2: The index return is positive over the term of the notes, and the product of the index return multiplied by the upside participation rate is less than the maximum cap.
 
 
 
FWP-6
 


 
Reference Asset
Index Starting Level
1,409.34
Index Ending Level
1,465.71
Index Return
4.00%
Index Return x Upside Participation Rate:
12.00%
Maximum Cap:
20.00%
Cash Settlement Value:
$1,120.00
 
Here, the index return is 4.00%.
 
Because the index return is positive, the cash settlement value equals the principal amount of the notes plus the lessor of (1) the product of (a) the principal amount multiplied by (b) the index return multiplied by the upside participation rate and (2) the product of (a) the principal amount multiplied by (b) the maximum cap. Accordingly, at maturity, the cash settlement value in this example would equal $1,000 plus (a) $1,000 times (b) 4.00% multiplied by 300.00%. Therefore, the notes would pay $1,120.00 at maturity.
 
Example 2 illustrates how a positive index return is magnified by the leverage provided by the upside participation rate until the maximum cap is reached.
 
Example 3: The index return is negative over the term of the notes.
 
 
Reference Asset
Index Starting Level
1,409.34
Index Ending Level
1,338.87
Index Return:
-5.00%
Cash Settlement Value:
$950.00
 
Here, the index return is -5.00%.
 
Because the index return is negative, the cash settlement value results in 1.00% of principal loss for each percentage point that the index return falls below 0.00%. Accordingly, at maturity, the cash settlement value in this example would equal $1,000 multiplied by 95.00%. Therefore, the cash settlement value would be $950.00.
 
Example 3 shows that a significant negative index return may result in loss of up to 100% of an investor’s initial investment in the notes.

 
FWP-7
 

 
Sensitivity Analysis - Hypothetical payment at maturity for each $10,000 principal amount of notes.
 
The table below illustrates the payment at maturity (including, where relevant, the payment in respect of the index return) on a $10,000 investment in notes for a hypothetical range of performance for the index return from
-100% to +100%. The following results are based solely on the assumptions outlined below. You should consider carefully whether the notes are suitable to your investment goals. The numbers appearing in the table below have been rounded for ease of analysis. You should not take the below illustration as an indication or assurance of the expected performance of the reference asset or return of the notes.

Assumptions:
 
·
Principal Amount:
$10,000
     
·
Upside Participation Rate:
300.00%
     
·
Maximum Cap
20.00%

Index Return
  
Upside Participation Rate
  
Return on the Notes (%)
  
Payment at Maturity
100.00%
  
300.00%
  
20.00%
  
$12,000
90.00%
  
300.00%
  
20.00%
  
$12,000
80.00%
  
300.00%
  
20.00%
  
$12,000
70.00%
  
300.00%
  
20.00%
  
$12,000
60.00%
  
300.00%
  
20.00%
  
$12,000
50.00%
  
300.00%
  
20.00%
  
$12,000
40.00%
  
300.00%
  
20.00%
  
$12,000
30.00%
  
300.00%
  
20.00%
  
$12,000
20.00%
  
300.00%
  
20.00%
  
$12,000
10.00%
  
300.00%
  
20.00%
  
$12,000
5.00%
  
300.00%
  
15.00%
  
$11,500
0.00%
  
N/A
  
0.00%
  
$10,000
-5.00%
  
N/A
  
-5.00%
  
$9,500
-10.00%
  
N/A
  
-10.00%
  
$9,000
-20.00%
  
N/A
  
-20.00%
  
$8,000
-30.00%
  
N/A
  
-30.00%
  
$7,000
-40.00%
  
N/A
  
-40.00%
  
$6,000
-50.00%
  
N/A
  
-50.00%
  
$5,000
-60.00%
  
N/A
  
-60.00%
  
$4,000
-70.00%
  
N/A
  
-70.00%
  
$3,000
-80.00%
  
N/A
  
-80.00%
  
$2,000
-90.00%
  
N/A
  
-90.00%
  
$1,000
-100.00%
  
N/A
  
-100.00%
  
$0
 
The notes are intended to be long term investments and, as such, should be held to maturity. They are not intended to be short-term trading instruments. The price at which you will be able to sell your notes prior to maturity may be at a substantial discount from the principal amount of the notes, even in cases where the level of the reference asset has appreciated since the pricing date of the notes. The potential returns described here assume that your notes are held to maturity.
 
 
 
FWP-8
 

 
DESCRIPTION OF THE REFERENCE ASSET
 
General
 
This free writing prospectus is not an offer to sell and it is not an offer to buy interests in any of the securities comprising the reference asset. All disclosures contained in this free writing prospectus regarding the reference asset, including its make-up, performance, method of calculation and changes in its components, are derived from publicly available information. Neither HSBC nor any of its affiliates assumes any responsibilities for the adequacy or accuracy of information about the reference asset or any constituent included in the reference asset contained in this free writing prospectus. You should make your own investigation into the reference asset.
 
We urge you to read the section “Sponsors or Issuers and Reference Asset” on page S-25 in the accompanying prospectus supplement.
 
The S&P 500® Index
 
We have derived all information relating to the reference asset, including, without limitation, its make-up, performance, method of calculation and changes in its components, from publicly available sources. That information reflects the policies of and is subject to change by, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”). S&P is under no obligation to continue to publish, and may discontinue or suspend the publication of the reference asset at any time.
 
S&P publishes the reference asset.
 
The reference asset is capitalization weighted and is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the reference asset, discussed below in further detail, is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. As of May 1, 2008, 423 companies, or 84.60% of the reference asset, traded on the New York Stock Exchange and 77 companies, or 15.40% of the reference asset, traded on The NASDAQ Stock Market.  S&P chooses companies for inclusion in the reference asset with the aim of achieving a distribution by broad industry groupings that approximates the distribution of these groupings in the common stock population of the New York Stock Exchange (the “NYSE”), which S&P uses as an assumed model for the composition of the total market.
 
Relevant criteria employed by S&P include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which the market price of that company’s common stock is generally responsive to changes in the affairs of the respective industry and the market value and trading activity of the common stock of that company. Ten main groups of companies comprise the reference asset with the number of companies included in each group, as of May 1, 2008, indicated in parentheses: Industrials (56), Utilities (31), Telecommunication Services (9), Materials (28), Information Technology (71), Energy (36), Consumer Staples (40), Consumer Discretionary (86), Healthcare (51) and Financials (92). Changes in the reference asset are reported daily in the financial pages of many major newspapers, on the Bloomberg Professional® service under the symbol “SPX” and on S&P website (http://www.spglobal.com). Information contained in the S&P website is not incorporated by reference in, and should not be considered a part of, this pricing supplement. The reference asset does not reflect the payment of dividends on the stocks included in the reference asset.
 
Computation of the reference asset
 
S&P currently computes the reference asset as of a particular time as follows:

 
 
FWP-9
 

 
 
(i)
the product of the market price per share and the number of then outstanding shares of each component stock as determined as of that time (referred to as the “market value” of that stock);
 
(ii)
the market values of all component stocks as of that time are aggregated;
 
(iii)
the average of the market values as of each week in the base period of the years 1941 through 1943 of the common stock of each company in a group of 500 substantially similar companies is determined;
 
(iv)
the mean average market values of all these common stocks over the base period are aggregated (the aggregate amount being referred to as the “base value”);
 
(v)
the current aggregate market value of all component stocks is divided by the base value; and
 
(vi)
the resulting quotient, expressed in decimals, is multiplied by ten.
 
While S&P currently employs the above methodology to calculate the reference asset, no assurance can be given that S&P will not modify or change this methodology in a manner that may affect the performance of the reference asset.
 
S&P adjusts the foregoing formula to offset the effects of changes in the market value of a component stock that are determined by S&P to be arbitrary or not due to true market fluctuations.
 
These changes may result from causes such as:
 
 
·
the issuance of stock dividends,
 
·
the granting to shareholders of rights to purchase additional shares of stock,
 
·
the purchase of shares by employees pursuant to employee benefit plans,
 
·
consolidations and acquisitions,
 
·
the granting to shareholders of rights to purchase other securities of the company,
 
·
the substitution by S&P of particular component stocks in the reference asset, and
 
·
other reasons.
 
In these cases, S&P first recalculates the aggregate market value of all component stocks, after taking account of the new market price per share of the particular component stock or the new number of outstanding shares of that stock or both, as the case may be, and then determines the new base value in accordance with the following formula:
 
Old Base Value X New Market Value = New Base Value
Old Market Value
 
The result is that the base value is adjusted in proportion to any change in the aggregate market value of all component stocks resulting from the causes referred to above to the extent necessary to negate the effects of these causes upon the reference asset.
 
In addition, S&P standard practice is to remove all closely held shares and shares held between corporations who are both in the calculations of the reference asset and a reference asset component’s market value.
 
License Agreement with Standard & Poor’s (“S&P”):
 
We have entered into a nonexclusive license agreement providing for the license to us, in exchange for a fee, of the right to use indices owned and published by S&P’s in connection with some products, including the securities.
 
The notes are not sponsored, endorsed, sold or promoted by S&P, a division of The McGraw Hill Companies, Inc. S&P makes no representation or warranty, express or implied, to the holders of the notes or any member of the public regarding the advisability of investing in financial products generally or in the notes particularly or the ability of the S&P 500® to track general stock market performance. S&P’s only relationship to HSBC USA Inc. (other than transactions entered into in the ordinary course of business) is the licensing of certain service marks and trade names of S&P and of the S&P 500® which is determined, composed and calculated by S&P without regard to HSBC or the notes. S&P has no obligation to take the needs of HSBC or the holders of the notes into consideration in determining, composing or calculating the S&P 500®. S&P is not responsible for and has not participated in the determination of the timing of the sale of the notoes, prices at which the notes are to initially be sold, or quantities of the notes to be issued or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the notes.

 
FWP-10
 

 
Historical Performance of the Reference Asset
 
The following table sets forth the quarterly high and low intra-day levels, as well as end-of-quarter closing levels, of the reference asset for each quarter in the period from January 1, 2005 through March 31, 2008 and for the period from April 1, 2008 through May 1, 2008. The closing level of the reference asset on May 1, 2008 was 1409.34. We obtained the data in the following table from Bloomberg Professional® service, without independent verification by us. Historical prices of the reference asset should not be taken as an indication of future performance, and no assurance can be given that the level of the reference asset will increase relative to the initial level during the term of the notes.
 
Quarter Ending
  
Quarterly High
  
Quarterly Low
  
Quarterly Last
March 31, 2005
  
1229.11
  
1163.69
  
1180.59
June 30, 2005
  
1219.59
  
1136.15
  
1191.33
September 30, 2005
  
1245.86
  
1183.55
  
1228.81
December 30, 2005
  
1275.80
  
1168.20
  
1248.29
March 31, 2006
  
1310.88
  
1245.74
  
1294.83
June 30, 2006
  
1326.70
  
1219.29
  
1270.20
September 30, 2006
  
1340.28
  
1224.54
  
1335.85
December 31, 2006
  
1431.81
  
1327.10
  
1418.30
March 30, 2007
  
1461.57
  
1363.98
  
1420.86
June 29, 2007
  
1540.56
  
1416.37
  
1503.35
September 30, 2007
  
1555.90
  
1370.60
  
1526.75
December 31, 2007
  
1576.09
  
1406.10
  
1468.36
March 31, 2008
  
1471.77
  
1256.98
  
1322.70
April 1, 2008 through May 1, 2008
  
1410.07
  
1324.35
  
1409.34

 
 
FWP-11
 

 
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. 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. This summary supplements the section “Certain U.S. Federal Income Tax Considerations” in the prospectus supplement and supersedes it to the extent inconsistent therewith.
 
There are no statutory provisions, 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, the notes should be treated as pre-paid forward or other executory contracts with respect to the reference asset. We intend to treat the notes consistent with this approach. Pursuant to the terms of the notes, you agree to treat the notes under this approach for all U.S. federal income tax purposes, and in the opinion of Cadwalader, Wickersham & Taft LLP, special U.S. tax counsel to us, it is reasonable to treat the notes in accordance with this approach. See “Certain U.S. Federal Income Tax Considerations — Certain Equity-Linked Notes — Certain Notes Treated as Forward Contracts or Executory Contracts” in the prospectus supplement for certain U.S. federal income tax considerations applicable to notes that are treated as pre-paid cash-settled forward or other executory contracts.
 
If one or more of the entities included in the reference asset are treated as a REIT, partnership or trust, or PFIC for U.S. federal income tax purposes, or otherwise as a “pass-thru entity” for purposes of section 1260 of the Code, it is possible that the note will be subject to the “constructive ownership” rules of section 1260 of the Code. If so, the portion of any gain that relates to a pass-thru entity that would otherwise be treated as long-term capital gain recognized on the sale, exchange, maturity, or other taxable disposition of the notes could be treated as ordinary income and subject to an interest charge.
 
Because there are no statutory provisions, 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, other characterizations and treatments are possible and the timing and character of income in respect of the notes might differ from the treatment described above. For example, the notes could be treated as debt instruments that are “contingent payment debt instruments” for federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations — Contingent Payment Debt Instruments —in the prospectus supplement.
 
Recently, the Internal Revenue Service (“IRS”) and the Treasury Department issued Notice 2008-2 under which they requested comments as to whether the purchaser of an exchange traded note or prepaid forward contract (which would include the notes) should be required to accrue income during its term under a mark-to-market, accrual or other methodology, whether income and gain on such a note or contract should be ordinary or capital, and whether foreign holders should be subject to withholding tax on any deemed income accrual. Accordingly, it is possible that regulations or other guidance could provide that a U.S. holder of a note is required to accrue income in respect of the note prior to the receipt of payments under the note or its earlier sale. Moreover, it is possible that any such regulations or other guidance could treat all income and gain of a U.S. holder in respect of a note as ordinary income (including gain on a sale). Finally, it is possible that a non-U.S. holder of the note could be subject to U.S. withholding tax in respect of a note. It is unclear whether any regulations or other guidance would apply to the notes (possibly on a retroactive basis). Prospective investors are urged to consult with their tax advisors regarding Notice 2008-2 and the possible effect to them of the issuance of regulations or other guidance that affects the federal income tax treatment of the notes.
 
PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES.
 

 
FWP-12
 

 
CERTAIN ERISA CONSIDERATIONS
 
We urge you to read and consult “Certain ERISA Considerations” in the prospectus supplement.
 
DISCONTINUANCE OR MODIFICATION OF THE REFERENCE ASSET
 
If the reference sponsor (as defined below) discontinues publication of or otherwise fails to publish the reference asset on any day on which the reference asset is scheduled to be published and the reference sponsor or another entity publishes a successor or substitute index that the calculation agent determines to be comparable to the discontinued index (the comparable index, the “successor index”), then that successor index will be deemed to be the reference asset for all purposes relating to the notes, including for purposes of determining whether a market disruption event exists. Upon any selection by the calculation agent of a successor index, the calculation agent will furnish written notice to us and the holders of the notes.
 
If the reference asset is discontinued or if the reference sponsor fails to publish the reference asset and the calculation agent determines that no successor index is available at that time, then the calculation agent will determine the reference asset level using the same general methodology previously used by the reference sponsor. The calculation agent will continue to make that determination until the earlier of (i) the final valuation date or (ii) a determination by the calculation agent that the reference asset or a successor index is available. In that case, the calculation agent will furnish written notice to us and the holders of the notes.
 
If at any time the method of calculating the reference asset or a successor index, or the value thereof, is changed in a material respect, or if the reference asset or a successor index is in any other way modified so that, in the determination of the calculation agent, the value of the reference asset or successor index does not fairly represent the value of the reference asset or successor index that would have prevailed had those changes or modifications not been made, then the calculation agent will make the calculations and adjustments as may be necessary in order to determine a value comparable to the value that would have prevailed had those changes or modifications not been made. If, for example, the method of calculating the reference asset or a successor index is modified so that the value of the reference asset or successor index is a fraction of what it would have been if it had not been modified, then the calculation agent will adjust the reference asset or successor index in order to arrive at a value of the reference asset or successor index as if it had not been modified. In that case, the calculation agent will furnish written notice to us and the holders of the notes.
 
Notwithstanding these alternative arrangements, discontinuance of the publication of the reference asset may adversely affect the value of, and trading in, the notes.
 
“Reference sponsor” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.    
 
EVENTS OF DEFAULT AND ACCELERATION
 
If the calculation agent determines that the notes have become immediately due and payable following an event of default (as defined in the prospectus) with respect to the notes, the calculation agent will determine the accelerated cash settlement value due and payable in the same general manner as described in “Summary-Payment at Maturity” on page 2 of this free writing prospectus. In that case, the scheduled trading day preceding the date of acceleration will be used as the final valuation date for purposes of determining the accelerated index return. If a market disruption event exists with respect to the reference asset on that scheduled trading day, then the final valuation date for the reference asset will be postponed for up to five scheduled trading days (in the same general manner used for postponing the originally scheduled final valuation date). The accelerated maturity date will be the third business day following the accelerated final valuation date.
 
If the notes have become immediately due and payable following an event of default, you will not be entitled to any additional payments with respect to the notes. For more information, see “Description of Debt Securities — Events of Default” and “— Events of Default; Defaults” in the prospectus.

 
 
FWP-13
 

 

       
       
You should only rely on the information contained in this free writing prospectus, the accompanying prospectus supplement, prospectus addendum and prospectus. We have not authorized anyone to provide you with information or to make any representation to you that is not contained in this free writing prospectus, the accompanying prospectus supplement, prospectus addendum and prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This free writing prospectus, the accompanying prospectus supplement, prospectus addendum and prospectus are not an offer to sell these notes, and these documents are not soliciting an offer to buy these notes, in any jurisdiction where the offer or sale is not permitted. You should not, under any circumstances, assume that the information in this free writing prospectus, the accompanying prospectus supplement, prospectus addendum and prospectus is correct on any date after their respective dates.
  
 
 
 
 
 
 
 
 
 
 
 
 
HSBC USA Inc.
 
 
 
 
 
$[l]
 
 
 
 
Enhanced Market Participation Notes
Linked to the S&P 500® Index
 
 
May 2, 2008
 
 
 
FREE WRITING
PROSPECTUS 
 
TABLE OF CONTENTS
Free Writing Prospectus
Summary
2
Investor Suitability
4
Risk Factors
4
Illustrative Examples
6
Description of the Reference Asset
9
Certain U.S. Federal Income Tax Considerations
12
Certain ERISA Considerations
13
Discontinuance or Modification of the Reference Asset
13
Events of Default and Acceleration
13
 
Prospectus Supplement
Risk Factors
S-3
Pricing Supplement
S-13
Description of Notes
S-14
Sponsors or Issuers and Reference Asset
S-25
Use of Proceeds and Hedging
S-26
Certain U.S. Federal Income Tax Considerations
S-26
Supplemental Plan of Distribution
S-38
 
Prospectus
About this Prospectus
2
Special Note Regarding Forward-Looking Statements
2
HSBC USA Inc.
3
Use of Proceeds
3
Description of Debt Securities
4
Description of Preferred Stock
16
Description of Warrants
22
Description of Purchase Contracts
26
Description of Units
29
Book-Entry Procedures
32
Limitations on Issuances in Bearer Form
36
Certain U.S. Federal Income Tax Considerations
 
Relating to Debt Securities
37
Plan of Distribution
52
Notice to Canadian Investors
54
Certain ERISA Matters
58
Where You Can Find More Information
59
Legal Opinions
59
Experts
59
       
 


 
FWP-14