Director Shareholding

Smith & Nephew Plc
13 August 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company


Smith & Nephew plc



2. Name of director


Peter Hooley



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


Peter Hooley



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


Peter Hooley



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


N/A



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


Sale of 43,100 shares on 11 August 2004. Exercise of option over 130,000 shares
under the Executive Share Option Scheme on 13 August 2004



7. Number of shares / amount of stock acquired


130,000



8. Percentage of issued class


0.0139%



9. Number of shares/amount of stock disposed


43,100



10. Percentage of issued class


0.0046%



11. Class of security


Ordinary shares of 12 2/9p



12. Price per share


Shares sold at 488.5p. Options exercised at 154p



13. Date of transaction


Shares sold on 11 August 2004. Options exercised on 13 August 2004



14. Date company informed


13 August 2004



15. Total holding following this notification


Ordinary shares 216,505.  Options over 530,703 shares



16. Total percentage holding of issued class following this notification


Ordinary shares 0.0231%.  Options 0.0567%



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


Shares sold on 11 August were to provide the funds to acquire the options 
exercised on 13 August.



24. Name of contact and telephone number for queries


Clare Carpenter  20 7960 2316



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


K Cummins



Date of Notification


13 August 2004



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