Director Shareholding

Smith & Nephew Plc
21 May 2002



21 May 2002





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 today 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 2001 Final
Dividend paid on 17th May 2002.  Each share was purchased at 400.0 pence on 17th
May 2002:


Mr C J O'Donnell acquired 848 shares and now holds 121,551 shares representing
0.013% of the issued share capital.


Sir Timothy Lankester acquired 16 shares and now holds 6,056 shares representing
0.0007% of the issued share capital.


Yours faithfully,







J.V. Sutton
Assistant Company Secretary





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