SMITH & NEPHEW PLC
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
Commission File Number 001-14978
(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 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.]
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.
(Registrant)
Date: April 7, 2004                          By:  /s/ Paul Chambers
Old Broad Street
EC2N 1HP
Smith & Nephew plc has been informed today that Mourant & Co. Trustees
Limited, as trustee of The Smith & Nephew Employees' Share Trust has purchased
a total of 447,709 ordinary shares in the Company on the 31st March 2004 at a
price of 536.35 pence per share, representing 0.05% of the issued ordinary
share capital.
In addition, Smith & Nephew plc has been notified today by the Trustees 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 31 March 2004:
Sir Christopher O'Donnell          110,544
P. Hooley                          69,090
The period of exercise for these options will commence immediately and end on
31 March 2011.
Sir Christopher O'Donnell now has options over 301,053 ordinary shares and P.
Hooley options over 577,262 ordinary shares.
As a result of the transfer of 81,958 shares to other beneficiaries pursuant
to the Smith & Nephew Long-Term Incentive Plan on 31 March 2004 all executive
directors cease to be potential discretionary beneficiaries of the 81,958
shares previously held by the Trustees of Smith & Nephew Employees' Share
Trust. The Trust now holds a total of 1,580,434 ordinary shares representing
0.17% of the share capital of the Company.
P.R. Chambers
Smith & Nephew plc has been notified today, pursuant to Section 198 of the
Companies Act 1985 (as amended), by The Capital Group Companies, Inc, that
they have a notifiable interest in 46,195,825 ordinary shares of 12 2/9p each
in the Company representing 4.94% of the issued share capital of the Company.