Director Shareholding

Smith & Nephew Plc
23 May 2002



23 May 2002


The Secretary

London Stock Exchange

RNS

Old Broad Street

London

EC2N 1HP



Dear Sirs,


Dealing by Directors in Ordinary shares of Smith & Nephew plc



We have been notified today of the following transactions by Directors of Smith
& Nephew plc:



Sir Timothy Lankester acquired 19 Ordinary shares of 122/9 pence each in Smith &
Nephew plc, by re-investment of the 2001 Final Dividend, paid on 17 May 2002,
through a non-discretionary single company PEP.  Each share was purchased at
398.5 pence on 22 May 2002.  Sir Timothy Lankester now holds 6,075 shares
representing 0.0007% of the issued share capital.



Mr C J O'Donnell acquired 14 Ordinary shares of 122/9 pence each in Smith &
Nephew plc, by re-investment of the 2001 Final Dividend, paid on 17 May 2002,
through an ISA.  Each share was purchased at 400.5 pence on 17 May 2002.  Mr C J
O'Donnell now holds 121,565 shares representing 0.0132% of the issued share
capital.



Mr P Hooley acquired 14 Ordinary shares of 122/9 pence each in Smith & Nephew
plc, by re-investment of the 2001 Final Dividend, paid on 17 May 2002, through
an ISA.  Each share was purchased at 400.5 pence on 17 May 2002.  Mr P Hooley
now holds 111,561 shares representing 0.0064% of the issued share capital.



Diane Eustace, wife of Mr D Eustace, a director of Smith & Nephew plc, acquired
57 Ordinary shares of 122/9 pence each in Smith & Nephew plc, by re-investment
of the 2001 Final Dividend paid on 17 May 2002.  Each share was purchased at
400.0 pence on 17 May 2002.  Mr D Eustace now holds 48,966 shares representing
0.0053% of the issued share capital.



Yours faithfully,

J.V. Sutton

Assistant Company Secretary



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