WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer

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

                                 June 18, 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


     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: June 18, 2004                                By:   /s/ Paul Chambers
                                                         Paul Chambers
                                                         Company Secretary


                                  SCHEDULE 11


1. Name of company

Smith & Nephew plc

2. Name of director

Sir Christopher O'Donnell

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

Shareholder above

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

Abacus Corporate Trustee Ltd

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)

Not applicable

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

Purchase of shares under Smith & Nephew 2004 Co-Investment 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

Ordinary shares of 12 2/9p

12. Price per share


13. Date of transaction

16 June 2004

14. Date company informed

16 June 2004

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

Under the Co-Investment Plan participants invest cash or an equivalent value
of an existing ordinary shareholding and in 3 years time will receive a
matching award of ordinary shares for a nil cost; the level of matching award
will depend on certain performance conditions being met. Cash invested by
participants is used to acquire shares which are held on the participants'
behalf by the trustee of the Plan.

24. Name of contact and telephone number for queries

Clare Carpenter 020 7960 2316

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

K Cummins 020 7960 2251

Date of Notification

16 June 2004

The FSA does not give any express or implied warranty as to the accuracy of
this document or material and does not accept any liability for error or
omission. The FSA is not liable for any damages (including, without
limitation, damages for loss of business or loss of profits) arising in
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or any material contained in it, or from any action or decision taken as a
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