Director/PDMR Shareholding

Smith & Nephew Plc
21 June 2006


NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).

     
(1)  An issuer making a notification in respect of a transaction relating to the 
     shares or debentures of the issuer should complete boxes 1 to 16, 23 and 
     24.
(2)  An issuer making a notification in respect of a derivative relating the 
     shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 
     24.
(3)  An issuer making a notification in respect of options granted to a 
     director/person discharging managerial responsibilities should complete 
     boxes 1 to 3 and 17 to 24.
(4)  An issuer making a notification in respect of a financial instrument 
     relating to the shares of the issuer (other than a debenture) should 
     complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.



Please complete all relevant boxes should in block capital letters.



1. Name of the issuer



Smith & Nephew plc



2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or

(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or

(iii) both (i) and (ii)



both (i) and (ii)



3. Name of person discharging managerial responsibilities/director



Adrian Hennah



4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person

N/A



5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest



Adrian Hennah



6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares

Ordinary shares of US$0.20 per share



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



8 State the nature of the transaction



9. Number of shares, debentures or financial instruments relating to shares
acquired





10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)





11. Number of shares, debentures or financial instruments relating to shares
disposed



....................................



12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)



....................................



13. Price per share or value of transaction





14. Date and place of transaction





15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)





16. Date issuer informed of transaction





If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes



17 Date of grant

20 June 2006



18. Period during which or date on which it can be exercised

15 June 2009 for the Share Award and under the 2004 Performance Share Plan. 15
June 2009 - 14 June 2016 for the options awarded under the 2001 UK Approved Plan
and the 2004 Executive Share Option Plan.



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

20. Description of shares or debentures involved (class and number)
96,786 Ordinary shares of US$0.20 each under 2004 Executive Share Option Plan
6,900 Ordinary shares of US$0.20 each under 2001 UK Approved Share Option Plan
103,686 Ordinary shares of US$0.20 each under 2004 Performance Share Plan
57,603 Ordinary shares of US$0.20 each as a Share Award



21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise

Share options - 434.0 pence. Awards under the 2004 Performance Share Plan and
the Share Award are at nil-cost.



22. Total number of shares or debentures over which options held following
notification

264,975



23. Any additional information

Vesting of the nil-cost Share Award is subject to continuous employment with the
Smith & Nephew Group. The Executive Plans are also subject to the attainment of
performance conditions.



24. Name of contact and telephone number for queries



Phil Higgins -Assistant Company Secretary - 020 7960 2228



Name and signature of duly authorised officer of issuer responsible for making
notification



Phil Higgins - Assistant Company Secretary



Date of notification



21 June 2006

END


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