Director Shareholding

Smith & Nephew Plc
24 May 2001



24 May 2001



The Secretary

London Stock Exchange

Company Announcement Office

Old Broad Street

London

EC2N 1HP







Dear Sirs,

Dealing by Directors in Ordinary shares of Smith & Nephew plc

We have been notified on 23 May 2001 that the following

directors of the Company have increased their beneficial

holdings of Ordinary shares of 12 2/9 pence each in Smith &

Nephew plc, through the Dividend Re-investment Plan for the

2000 Final Dividend paid on 18 May 2001 as follows, each

share was purchased at 326.1 pence:

Mr C J O'Donnell acquired 940 shares and now holds 112,279

shares representing 0.012% of the issued share capital.

Sir Timothy Lankester acquired 19 shares.

In addition, Sir Timothy Lankester acquired on 23 May 2001

26 shares by re-investment of the dividend through a non-discretionary single
company PEP, at a price of 330p. He now holds 5,962 shares representing
0.0006% of the issued share capital.

Yours faithfully,


P.R. Chambers

Assistant Company Secretary