Director Shareholding

Smith & Nephew Plc
20 December 2002



20th December 2002


The Secretary
London Stock Exchange
RNS
Old Broad Street
London
EC2N 1HP


Dear Sirs,


Smith & Nephew plc has been informed today that Mourant & Co. Trustees Limited,
as trustee of The Smith & Nephew Employees' Share Trust has purchased a total of
12,103 ordinary shares in the Company through the reinvestment of dividends paid
on shares held by the Trust as follows:

2,213 shares were purchased at a price of 400p;

3,166 shares were purchased at a price of 377.6752p; and

6,724 shares were purchased at a price of 376p.

As a result of the transfer of 44,208 shares to a beneficiary pursuant to the
Smith & Nephew Long-Term Incentive Plan on 27 and 28 November 2002 all executive
directors cease to be potential discretionary beneficiaries of the 44,208 shares
previously held by the Trustees of Smith & Nephew Employees' Share Trust.

The Trust, which now holds a total of 1,526,670 ordinary shares representing
0.16% of the issued share capital.


Yours faithfully,


P.R. Chambers

Company Secretary


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