Director/PDMR Shareholding


LONDON--(Marketwire - March 17, 2009) -


Annex DTR3


Notification of Transactions of Directors/Persons Discharging
Managerial Responsibility and Connected Persons



All relevant boxes should be completed in block capital letters.


1.  Name of the issuer                 2.  State whether the
                                           notification relates to (i)
                                           a transaction notified
    SMITH & NEPHEW PLC                     in accordance with DTR 3.1.2
                                           R, (ii) a disclosure made in
                                           accordance LR 9.8.6R(1) or
                                           (iii) a disclosure made in
                                           accordance with section
                                           793 of the Companies Act
                                           (2006).

                                           (i)


3.  Name of person discharging         4.  State whether notification
    managerial responsibilities/           relates to a person
    director                               connected with a person
                                           discharging managerial
                                           responsibilities/
    DAVID ILLINGWORTH                      director named in 3 and
                                           identify the connected
                                           person


                                           N/A


5.  Indicate whether the notification  6.  Description of shares
    is in respect of a holding of the      (including class),
    person referred to in 3 or 4 above     debentures or derivatives or
    or in respect of a nonbeneficial       financial instruments
    interest 1                             relating to shares

    DAVID ILLINGWORTH                      i) AMERICAN DEPOSITARY
                                           SHARES

                                           ii) AMERICAN DEPOSITARY
                                           SHARES

                                           iii) ORDINARY SHARES


7.  Name of registered shareholders(s) 8.  State the nature of the
    and, if more than one, the number      transaction
    of shares held by each of them


    DAVID ILLINGWORTH
                                           i) ACQUISITION AND SALE OF
                                           ADS UNDER THE SMITH & NEPHEW
                                           PERFORMANCE SHARE PLAN


                                           ii)ACQUISITION AND SALE OF
                                           ADS UNDER THE SMITH & NEPHEW
                                           CO-INVESTMENT PLAN


                                           iii) VESTING OF 59% OF
                                           OPTION GRANTED ON 13/03/2006
                                           UNDER THE SMITH & NEPHEW
                                           EXECUTIVE SHARE OPTION PLAN
                                           (41% LAPSED)


9.  Number of shares, debentures or    10. Percentage of issued class
    financial instruments relating         acquired (treasury shares
    to shares acquired                     of that class should not be
                                           taken into account
                                           when calculating percentage)


    i)  6,840 ADS                          LESS THAN 0.01%

    ii) 2,370 ADS


11. Number of shares, debentures or    12. Percentage of issued class
    financial instruments relating         disposed (treasury shares
    to shares disposed                     of that class should not be
                                           taken into account
                                           when calculating percentage)

    i)  2,819 ADS                          LESS THAN 0.01%

    ii) 977 ADS


13. Price per share or value of        14. Date and place of
    transaction                            transaction


    i) USD32.04 PER ADS                      i) 13 MARCH 2009

    ii)USD32.04 PER ADS                     ii) 13 MARCH 2009

                                           iii) 13 MARCH 2009

15. Total holding following            16. Date issuer informed of
    notification and total percentage      transaction
    holding following notification
    (any treasury shares should not be
    taken into account when
    calculating percentage)
                                           i)  17 MARCH 2009

    34,352 ADS                             ii) 17 MARCH 2009

                                           iii)17 MARCH 2009




If a person discharging managerial responsibilities has been granted
options by the issuer complete the following boxes


17. Date of grant                         18. Period during which or
                                              date on which exercisable


    N/A                                       N/A


19. Total amount paid (if any) for grant  20. Description of shares or
    of the option                             debentures involved
                                              (class and number)

    N/A
                                              N/A


21. Exercise price (if fixed at time of   22. Total number of shares or
    grant) or indication that price is        debentures over
    to be fixed at the time of                which options held
    of exercise                               following notification


    N/A                                       519,866


23. Any additional information              24. Name of contact and
                                                telephone number for
                                                queries
     I) VESTING OF 46% OF THE PSP AWARD
        MADE ON THE 13 MARCH 2006 UNDER THE
        2004 PLAN. 2,819 ADS WERE               GEMMA PARSONS
        SUBSEQUENTLY SOLD TO COVER TAX
        ARISING.                                ASSISTANT COMPANY
                                                SECRETARY
     II)VESTING OF THE MATCHING SHARES
        AWARDED ON 13 MARCH 2006 UNDER THE      020 7960 2228
        2004 CO-INVESTMENT PLAN. 977 SHARES
        WERE SUBSEQUENTLY SOLD TO COVER TAX
        ARISING.

    III)OPTION OVER 44,122 ORDINARY SHARES
        AT AN EXERCISE PRICE OF 514P PER
        SHARE VESTED CAN NOW BE EXERCISED.


    1ADS = 5 ORDINARY SHARES OF USD0.20
    EACH




Name of authorised official of issuer responsible for making
notification

GEMMA PARSONS

ASSISTANT COMPANY SECRETARY

Date of notification __17 MARCH 2009______





Notes:    This form is intended for use by an issuer to make a RIS
notification required by DR 3.3.


(1) An issuer making a notification in respect of a transaction
    relating to the shares or debentures of the issuer should
    complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating
    the shares of the issuer should complete boxes 1 to 4, 6, 8, 13,
    14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a
    director/person discharging managerial responsibilities should
    complete boxes 1 to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial
    instrument relating to the shares of the issuer (other than a
    debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16,
    23 and 24.



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