Director Shareholding

Smith & Nephew Plc
25 June 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1. Name of company

Smith & Nephew plc


2. Name of director

See below


3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest

See below


4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

See below


5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)

See below


6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary



7. Number of shares / amount of stock acquired



8. Percentage of issued class



9. Number of shares/amount of stock disposed



10. Percentage of issued class



11. Class of security



12. Price per share



13. Date of transaction



14. Date company informed



15. Total holding following this notification



16. Total percentage holding of issued class following this notification



If a director has been granted options by the company please complete the
following boxes.

17. Date of grant

23 June 2004


18. Period during which or date on which exercisable

23 June 2004 - 23 June 2011


19. Total amount paid (if any) for grant of the option

£1


20. Description of shares or debentures involved: class, number

Ordinary shares of 12 2/9 p each


21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise

Nil


22. Total number of shares or debentures over which options held following this
notification

See below


23. Any additional information

Smith & Nephew plc has been notified today 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: (Mourant & Co
Trustees Ltd):

            Sir Christopher O'Donnell                8,000
            P. Hooley                               23,391

The options have been granted as a result of an award of loyalty shares on 23
June 2004 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 23
June 2011.

Sir Christopher O'Donnell now has options over 422,193 ordinary shares and P.
Hooley options over 660,703 ordinary shares.

The Trust continues to hold a total of 1,580,434 ordinary shares representing
0.17% of the share capital of the Company.


24. Name of contact and telephone number for queries

Clare Carpenter  020 7960 2316


25. Name and signature of authorised company official responsible for making
this notification

Kate Cummins  020 7960 2251


Date of Notification

25 June 2004


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