Director Shareholding

Smith & Nephew Plc
23 August 2004


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company


Smith & Nephew plc



2. Name of director


Mr. Richard De Schutter



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


Mr. Richard De Schutter



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


BNY Nominees 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)


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


Purchase of American Depository Shares ('ADSs')



7. Number of shares / amount of stock acquired


10,000 ADSs representing 50,000 ordinary shares of 12 2/9p



8. Percentage of issued class


0.005%



9. Number of shares/amount of stock disposed


N/A



10. Percentage of issued class


N/A



11. Class of security


American Depository Shares



12. Price per share


9,700 ADSs purchased at US$44.78 and 300 ADSs purchased at US$44.61



13. Date of transaction


20 August 2004



14. Date company informed


23 August 2004



15. Total holding following this notification


50,000 ADSs representing 250,000 ordinary shares of 12 2/9p



16. Total percentage holding of issued class following this notification


0.0267%




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


One ADS represents five ordinary shares of 12 2/9p per share



24. Name of contact and telephone number for queries


Kate Cummins  020 7960 2251



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


K Cummins

Company Secretarial Assistant



Date of Notification


23 August 2004



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