Director/PDMR Shareholding

Smith & Nephew Plc
14 October 2005


                              SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1. Name of company

Smith & Nephew plc


2. Name of director

David Illingworth


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

David Illingworth


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

The Bank of New York


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 ADRs under US Employee Stock Purchase Plan


7. Number of shares / amount of stock acquired

128 ADRs


8. Percentage of issued class

Less than 0.01%


9. Number of shares/amount of stock disposed



10. Percentage of issued class



11. Class of security

American Depositary Receipts


12. Price per share

US$ 36.09


13. Date of transaction

30 September 2005


14. Date company informed

13 October 2005


15. Total holding following this notification

1877 ADRs


16. Total percentage holding of issued class following this notification

Less than 0.01%


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

Participants in the US Employee Stock Purchase Plan buy ADRs at a discount to
the market price of 15%. One ADR represents five ordinary shares of 12 2/9 pence
each.


24. Name of contact and telephone number for queries

Phil Higgins  020 7960 2228


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

Phil Higgins (Assistant Company Secretary)


Date of Notification

14 October 2005


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