Director Shareholding

Smith & Nephew Plc
07 June 2004


7 June 2004


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


Dear Sirs,

We have been notified today that Sir Christopher O'Donnell, a director of Smith
& Nephew plc, has acquired 11 Ordinary shares of 12 2/9 pence each in the
Company, through the re-investment of a dividend, paid on 14 May 2004, through
an ISA. Each share was purchased at 574 pence on 19 May 2004.

Sir Christopher O'Donnell now has a beneficial interest in 164,411 Ordinary
shares being 0.018% of the issued share capital of the Company.



Yours faithfully,

P.R. Chambers
Company Secretary




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