Director Shareholding

Smith & Nephew Plc
05 April 2004



5 April 2004


The Secretary
London Stock Exchange
RNS
Old Broad Street
London
EC2N 1HP





Dear Sirs,


Smith & Nephew plc has been informed today that Mourant & Co. Trustees Limited,
as trustee of The Smith & Nephew Employees' Share Trust has purchased a total of
447,709 ordinary shares in the Company on the 31st March 2004 at a price of
536.35 pence per share, representing 0.05% of the issued ordinary share capital.


In addition, Smith & Nephew plc has been notified today by the Trustees 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, as a result of the vesting of an award pursuant to the Smith &
Nephew Long-Term Incentive Plan, on 31 March 2004:


     Sir Christopher O'Donnell       110,544

     P. Hooley                        69,090



The period of exercise for these options will commence

immediately and end on 31 March 2011.



Sir Christopher O'Donnell now has options over 301,053 ordinary shares and P.
Hooley options over 577,262 ordinary shares.



As a result of the transfer of 81,958 shares to other beneficiaries pursuant to
the Smith & Nephew Long-Term Incentive Plan on 31 March 2004 all executive
directors cease to be potential discretionary beneficiaries of the 81,958 shares
previously held by the Trustees of Smith & Nephew Employees' Share Trust.  The
Trust now holds a total of 1,580,434 ordinary shares representing 0.17% of the
share capital of the Company.





Yours faithfully,

P.R. Chambers
Company Secretary


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