WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer

                   Pursuant to Rule 13a-16 or 15d-16 of the
                        Securities Exchange Act of 1934

                               November 4, 2004

                       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

                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: 5


      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 4, 2004                          By:   /s/ Paul Chambers
                                                      Paul Chambers
                                                      Company Secretary


                                  SCHEDULE 11


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)


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

Exercise of Options under the Smith & Nephew Sharesave Plan (2001)

7. Number of shares / amount of stock acquired


8. Percentage of issued class


9. Number of shares/amount of stock disposed

10. Percentage of issued class

11. Class of security

Ordinary shares of 12 2/9 pence each

12. Price per share

289.20 pence

13. Date of transaction


14. Date company informed


15. Total holding following this notification


16. Total percentage holding of issued class following this notification


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

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

Kate Cummins (Company Secretarial Assistant)

Date of Notification


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limitation, damages for loss of business or loss of profits) arising in
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