FORM 6-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer

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


                                August 17, 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
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: 5



                                  SIGNATURES

     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
                                         (Registrant)


Date: August 17, 2004                    By: /s/ Paul Chambers
                                             -----------------
                                             Paul Chambers
                                             Company Secretary


                                      2


                                  SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

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)

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

Sale of 43,100 shares on 11 August 2004. Exercise of option over 130,000
shares under the Executive Share Option Scheme on 13 August 2004

7. Number of shares / amount of stock acquired

130,000

8. Percentage of issued class

0.0139%

9. Number of shares/amount of stock disposed

43,100

10. Percentage of issued class



0.0046%

11. Class of security

Ordinary shares of 12 2/9p

12. Price per share

Shares sold at 488.5p. Options exercised at 154p

13. Date of transaction

Shares sold on 11 August 2004. Options exercised on 13 August 2004

14. Date company informed

13 August 2004

15. Total holding following this notification

Ordinary shares 216,505.  Options over 530,703 shares

16. Total percentage holding of issued class following this notification

Ordinary shares 0.0231%.  Options 0.0567%

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

Shares sold on 11 August were to provide the funds to acquire the options
exercised on 13 August.

24. Name of contact and telephone number for queries

Clare Carpenter  20 7960 2316

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

K Cummins

Date of Notification

13 August 2004

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