Director Shareholding

Smith & Nephew Plc
5 November 2001

5 November 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 5 November 2001 that the following
directors of the Company have increased their beneficial
holdings of Ordinary shares of 122/9 pence each in Smith &
Nephew plc, through the exercise of sharesave share options on 5 November
2001. Each share was acquired at 124 pence.


Mr C J O'Donnell acquired 7,862 shares and now holds 120,141
shares representing 0.0129% of the issued share capital.


Peter Hooley acquired 7,862 shares and now holds 58,781
shares representing 0.006% of the issued share capital.


Yours faithfully,





P.R. Chambers
Assistant Company Secretary