Director Shareholding

Smith & Nephew Plc
16 April 2003



16 April 2003



The Secretary

London Stock Exchange

Company Announcement Office

Old Broad Street

London

EC2N 1HP





Dear Sirs,



Smith & Nephew plc was notified on 10 April 2003 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 4 April 2003:



     C.J. O'Donnell     155,065

     P. Hooley         96,916



The period of exercise for these options will commence

immediately and end on 4 April 2010.



C.J. O'Donnell now has options over 672,560 ordinary shares

and P. Hooley options over 547,598 ordinary shares.



As a result of the transfer of 259,477 shares to other beneficiaries pursuant to
the Smith & Nephew Long-Term Incentive Plan on 4 April 2003 all executive
directors cease to be potential discretionary beneficiaries of the 259,477
shares previously held by the Trustees of Smith & Nephew Employees' Share Trust.
  The Trust now holds a total of 1,266,144 ordinary shares representing 0.1% of
the share capital of the Company.



Yours faithfully,







P.R. Chambers

Company Secretary


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