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 27, 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 27, 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

Mr. Brian Larcombe

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

Mr. Brian Larcombe

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

Mr. Brian Larcombe

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

Purchase of Ordinary Shares

7. Number of shares / amount of stock acquired

5,000 shares

8. Percentage of issued class

0.0005%

9. Number of shares/amount of stock disposed

N/A

10. Percentage of issued class

N/A





11. Class of security

Ordinary Shares of 12 2/9p

12. Price per share

488.33 pence

13. Date of transaction

25 August 2004

14. Date company informed

25 August 2004

15. Total holding following this notification

5,000 shares

16. Total percentage holding of issued class following this notification

0.0005%

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



24. Name of contact and telephone number for queries

Kate Cummins  020 7960 2251

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

K Cummins
Company Secretarial Assistant

Date of Notification

25 August 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 contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.