WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer

                       Pursuant to Rule 13a-16 or 15d-16
                       of the Securities Exchange Act of

                               November 10, 2003

                       Commission File Number 001-14978

                              SMITH & NEPHEW plc
                              (Registrant's name)

                                15 Adam Street
                           London, England WC2N 6LA
             (Address of registrant's principal executive offices)

     [Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]

               Form 20-F    X                     Form 40-F
                         -------                            -------

[Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1).]

               Yes                                No    X
                   -------                           -------

[Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7).]

               Yes                                No    X
                   -------                           -------

         [Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing information
to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange
Act of 1934.]

               Yes                                No    X
                   -------                           -------

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- n/a.
                              --------------      ---

                                                                Total Pages: 3


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                 Smith & Nephew plc

Date: November 10, 2003                     By:  /s/ Paul Chambers
                                                 Paul Chambers
                                                 Company Secretary


7 November 2003

The Secretary
London Stock Exchange
Company Announcement Office
Old Broad Street

Dear Sirs,

Smith & Nephew plc has been notified 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:

     C.J. O'Donnell           32,252
     P. Hooley                20,574

The options have been granted over an award of loyalty shares on 12 September
2003 pursuant to the rules of the Smith & Nephew Long Term Incentive Plan. The
period of exercise for these options will commence immediately and end on 12
September 2010.

C.J. O'Donnell now has options over 704,812 ordinary shares and P. Hooley
options over 508,172 ordinary shares.

As a result of the transfer of 5,281 shares to other beneficiaries pursuant to
the Smith & Nephew Long-Term Incentive Plan Loyalty Share Award on 12
September 2003 all executive directors cease to be potential discretionary
beneficiaries of the 5,281 shares previously held by the Trustees of Smith &
Nephew Employees' Share Trust. The Trust now holds a total of 1,270,637
ordinary shares representing 0.14% of the share capital of the Company.

Yours faithfully,

P.R. Chambers
Company Secretary