Director/PDMR Shareholding

Smith & Nephew Plc
25 March 2008


Annex DTR3

Notification of Transactions of Directors/Persons Discharging Managerial
Responsibility and Connected Persons


All relevant boxes should be completed in block capital letters.

1.  Name of the issuer                                2.  State whether the notification relates to (i) a
                                                          transaction notified in accordance with DTR 3.1.2 R,
    SMITH & NEPHEW PLC
                                                          (ii) a disclosure made in accordance LR 9.8.6R(1)
                                                          or

                                                          (iii) a disclosure made in accordance with
                                                          section 793 of the Companies Act (2006).

                                                          (i)


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

    JOE WOODY                                             N/A


5.  Indicate whether the notification is in respect   6.  Description of shares (including class),
    of a holding of the person referred to in 3 or 4      debentures or derivatives or financial
    above or in respect of a nonbeneficial                instruments relating to shares
    interest 1

    JOE WOODY                                             AMERICAN DEPOSITARY SHARES


7.  Name of registered shareholders(s) and, if more   8.  State the nature of the transaction
    than one, the number of shares held by each of
    them

    RBC (Cees) NOMINEES LIMITED AS NOMINEE FOR ABACUS
    CORPORATE TRUST LIMITED
                                                          SALE OF ADS


9.  Number of shares, debentures or financial         10. Percentage of issued class acquired (treasury
                                                          shares of that class should not be taken into
    instruments relating to shares acquired               account when calculating percentage)

                                                          N/A
    N/A


11. Number of shares, debentures or financial         12. Percentage of issued class disposed (treasury
                                                          shares of that class should not be taken into
    instruments relating to shares disposed               account when calculating percentage)

                                                          LESS THAN 0.01%
    241 ADS UNDER THE SMITH & NEPHEW PERFORMANCE
    SHARE PLAN

    288 ADS BENEFICIALLY HELD PURSUANT TO THE SMITH &
    NEPHEW CO-INVESTMENT PLAN


13. Price per share or value of transaction           14. Date and place of transaction

    US$62.39 PER ADS                                      20 MARCH 2008


15. Total holding following notification and total    16. Date issuer informed of transaction
    percentage holding following notification (any
    treasury shares should not be taken into account
    when calculating percentage)

    2,942 ORDINARY SHARES &
    8,496 ADS                                             20 MARCH 2008


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


17.  Date of grant                             18.   Period during which or date on which
                                                     exercisable

                                                     N/A
     N/A


19.  Total amount paid (if any) for grant of   20.   Description of shares or debentures
     the option                                      involved (class and number)

     N/A                                             N/A


21.  Exercise price (if fixed at time of       22.   Total number of shares or debentures over
     grant) or                                       which options held following notification
     indication that price is to be fixed at
     the time of exercise
                                                     N/A
     N/A


23.  Any additional information                  24.   Name of contact and telephone number for
                                                       queries

                                                       GEMMA PARSONS
     1 ADS = 5 ORDINARY SHARES OF US$0.20 EACH         ASSISTANT COMPANY SECRETARY
                                                       020 7960 2228


Name of authorised official of issuer responsible for making notification

GEMMA PARSONS
ASSISTANT COMPANY SECRETARY

Date of notification __25 MARCH 2008______


Notes:    This form is intended for use by an issuer to make a RIS notification
required by DR 3.3.


(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.




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