Director Shareholding

Smith & Nephew Plc
6 December 2001



6th December 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 6th December 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 Dividend Re-investment Plan for
the 2001 Interim Dividend paid on 5th December 2001 as follows, each share was
purchased at 367.2 pence:


Mr C J O'Donnell acquired 554 shares and now holds 121,059 shares representing
0.013% of the issued share capital.


Sir Timothy Lankester acquired 11 shares.


In addition, Sir Timothy Lankester acquired on 5th December 2001 22 shares by
re-investment of the dividend through a non-discretionary single company PEP,
at a price of 366.5p. He now holds 5,995 shares representing 0.0006% of the
issued share capital.

Yours faithfully,



P.R. Chambers

Assistant Company Secretary