Director Shareholding

Smith & Nephew Plc
07 November 2003



7 November 2003



The Secretary
London Stock Exchange
Company Announcement Office
Old Broad Street
London
EC2N 1HP





Dear Sirs,



Smith & Nephew plc has been notified that the following directors of the Company
have been granted nil cost options over ordinary shares of 12 2/9p each by the
Trustees of the Smith & Nephew Employees' Share Trust:



     C.J. O'Donnell     32,252
     P. Hooley          20,574



The options have been granted over an award of loyalty shares on 12 September
2003 pursuant to the rules of the Smith & Nephew Long Term Incentive Plan. The
period of exercise for these options will commence immediately and end on 12
September 2010.



C.J. O'Donnell now has options over 704,812 ordinary shares and P. Hooley
options over 508,172 ordinary shares.



As a result of the transfer of 5,281 shares to other beneficiaries pursuant to
the Smith & Nephew Long-Term Incentive Plan Loyalty Share Award on 12 September
2003 all executive directors cease to be potential discretionary beneficiaries
of the 5,281 shares previously held by the Trustees of Smith & Nephew Employees'
Share Trust.  The Trust now holds a total of 1,270,637 ordinary shares
representing 0.14% of the share capital of the Company.



Yours faithfully,



P.R. Chambers
Company Secretary


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