WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer

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

                               September 22, 2005

                       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.



     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: September 22, 2005
                                                  By:   /s/ Paul Chambers
                                                 Paul Chambers
                                                 Company Secretary

                                SCHEDULE 11


1.   Name of company

     Smith & Nephew plc

2.   Name of director

     James Dick

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

     James Dick

4.   Name of the registered holder(s) and, if more than one holder, the number 
     of shares held by each of them (if notified)

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

     Grant of Options under employee ShareSave Plan

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

12.  Price per share

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

     21 September 2005

18.  Period during which or date on which exercisable

     1 November 2008 - 30 April 2009

19.  Total amount paid (if any) for grant of the option

20.  Description of shares or debentures involved: class, number

     440 Ordinary Shares of 12 2/p p

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

     Phil Higgins  020 7960 2228

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

     Phil Higgins (Assistant Company Secretary)

Date of Notification

22 September 2005

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