Director Shareholding

Smith & Nephew Plc
16 June 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1. Name of company

Smith & Nephew plc


2. Name of director

Sir Christopher O'Donnell


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

Shareholder above


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

Abacus Corporate Trustee Ltd


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

Not applicable


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

Purchase of shares under Smith & Nephew 2004 Co-Investment Plan


7. Number of shares / amount of stock acquired

13,057


8. Percentage of issued class

0.0013%


9. Number of shares/amount of stock disposed



10. Percentage of issued class



11. Class of security

Ordinary shares of 12 2/9p


12. Price per share

583.32p


13. Date of transaction

16 June 2004


14. Date company informed

16 June 2004


15. Total holding following this notification

177,468


16. Total percentage holding of issued class following this notification

0.019%


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


17. Date of grant



18. Period during which or date on which exercisable



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



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



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



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



23. Any additional information

Under the Co-Investment Plan participants invest cash or an equivalent value of
an existing ordinary shareholding and in 3 years time will receive a matching
award of ordinary shares for a nil cost; the level of matching award will depend
on certain performance conditions being met. Cash invested by participants is
used to acquire shares which are held on the participants' behalf by the trustee
of the Plan.


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

K Cummins 020 7960 2251


Date of Notification

16 June 2004


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