Director Shareholding

Smith & Nephew Plc
9 April 2002



9 April 2002
The Secretary
London Stock Exchange
Company Announcement Office
Old Broad Street
London
EC2N 1HP


Dear Sirs,

Smith & Nephew plc has been notified today 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 
8 April 2002:


C.J. O'Donnell     183,040
P. Hooley          116,959


The period of exercise for these options will commence
immediately and end on 8 April 2009.


C.J. O'Donnell now has options over 514,303 ordinary shares
and P. Hooley options over 450,682 ordinary shares.


As a result of the transfer of 188,790 shares to other beneficiaries pursuant to
the Smith & Nephew Long-Term Incentive Plan on 8 April 2002 all executive
directors cease to be potential discretionary beneficiaries of the 188,790
shares previously held by the Trustees of Smith & Nephew Employees' Share Trust.
The Trust now holds a total of 919,171 ordinary shares representing 0.1% of the
share capital of the Company.


Yours faithfully,

P.R. Chambers
Assistant Company Secretary


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